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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 28, 2017

2023

OR

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

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to 

____                    

Commission file number001-38070

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-3730271

Delaware

27-3730271

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

2500 Windy Ridge Parkway SE
Atlanta,Georgia30339

2233 Lake Park Drive Smyrna, Georgia

30080

(Address of Principal Executive Offices)

principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code(404)471-1634

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

FND

New York Stock Exchange

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  

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  

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  

No  

Yes  No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes  

No  

Yes  No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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”filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo  

The aggregate market value of the Registrant’s Common Stock held by non-affiliates as of June 29, 20172023, based on the closing sale price per share as reported by the New York Stock Exchange on such date, was $765 million.$10.8 billion. There were 95,663,245106,766,587 shares of Common Stock outstanding as of March 1, 2018.

February 19, 2024.

Documents Incorporated by Reference:

Portions of the Registrant’s proxy statement for the Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Exchange Act on or before April 27, 2018,26, 2024, are incorporated by reference into Part III of this Form 10-K.

Except as expressly incorporated by reference, the Registrant’s proxy statement shall not be deemed to be part of this report.




Table of Contents

TABLE OF CONTENTS

PART I

Item 1

5

Item 1
Item 1A

19

Item 1B

40

Item 2

1C

40

Item 2

Item 3

41

Item 4

41

PART II

Item 5

42

Item 6

45

Item 7

48

Item 7A

66

Item 8

67

Item 9

95

Item 9A

95

Item 9B

95

Item 9C

Item 10

96

Item 11

96

Item 12

96

Item 13

96

Item 14

96

PART IV

Item 15

97

Item 16

99

100

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PART I

FORWARD LOOKINGFORWARD-LOOKING STATEMENTS.

The discussion in this Annual Report on Form 10-K (this “Annual Report”), including under Item 1A, “Risk Factors” and 1C, “Cybersecurity” of Part I and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II, contains forward-looking statements.statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Annual Report, including statements regarding our future operating results and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements are based on our current expectations, assumptions, estimates and projections. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions regarding the Company’s business, the economy, and other future conditions, including the impact of recent natural disasters on sales. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “budget,” “potential”“potential,” or “continue” or the negative of these terms or other similar expressions.

The forward-looking statements contained in this Annual Report are only predictions. Although we believe that the expectations reflected in the forward-looking statements in this Annual Report are reasonable, we cannot guarantee future events, results, performance, or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements in this Annual Report, including, without limitation, those factors described in Item 1A, “Risk Factors” of Part I andof this Annual Report, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II.II of this Annual Report, and elsewhere in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Some of the key factors that could cause actual results to differ from our expectations include the following:

·

an overall decline in the health of the economy, the hard surface flooring industry, consumer spending and the housing market;

·

any disruption in our distribution capabilities resulting from our inability to operate our distribution centers going forward;

an overall decline in the health of the economy, the hard surface flooring industry, consumer confidence and discretionary spending, and the housing market, including as a result of rising inflation or interest rates;

·

competition from other stores and internet-based competition;

our failure to successfully manage the challenges that our planned new store growth poses or the impact of unexpected difficulties or higher costs during our expansion;

·

our failure to execute our business strategy effectively and deliver value to our customers;

our inability to enter into leases for additional stores on acceptable terms or renew or replace our current store leases;

·

our inability to manage our growth;

our failure to successfully anticipate and manage trends, consumer preferences, and demand;

·

our inability to manage costs and risks relating to new store openings;

our inability to successfully manage increased competition;

·

our dependence on foreign imports for the products we sell;

our inability to manage our inventory, including the impact of inventory obsolescence, shrinkage, and damage;

·

our inability to find, train and retain key personnel;

any disruption in our distribution capabilities, supply chain, and our related planning and control processes, including carrier capacity constraints, port congestion, transportation costs, and other supply chain costs or product shortages;

·

violations of laws and regulations applicable to us or our suppliers;

any increases in wholesale prices of products, materials, and transportation costs beyond our control, including increases in costs due to inflation;

·

our failure to adequately protect against security breaches involving our information technology systems and customer information;

the resignation, incapacitation, or death of any key personnel, including our executive officers;

·

our failure to successfully anticipate consumer preferences and demand;

our inability to attract, hire, train, and retain highly qualified managers and staff;

·

our inability to find available locations for our stores or our store support center on terms acceptable to us;

the impact of any labor activities;

·

our inability to obtain merchandise on a timely basis at prices acceptable to us;

our dependence on foreign imports for the products we sell, including risks associated with obtaining products from abroad;

·

suppliers may sell similar or identical products to our competitors;

geopolitical risks, such as the conflict in the Middle East, the ongoing war in Ukraine, and U.S. policies related to global trade and tariffs, such as import restrictions under the Uyghur Forced Labor Prevention Act, which impact our ability to import from foreign suppliers or raise our costs;

·

our inability to maintain sufficient levels of cash flow to meet growth expectations;

our ability to manage our comparable store sales growth;

·

our inability to manage our inventory obsolescence, shrinkage and damage;

any failure by any of our suppliers to supply us with quality products on attractive terms and prices;

·

fluctuations in material and energy costs;

any failure by our suppliers to adhere to the quality standards that we set for our products;

·

our vulnerability to natural disasters and other unexpected events;

our inability to locate sufficient suitable natural products, particularly products made of more exotic species or unique stone;

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the effects of weather conditions, natural disasters, or other unexpected events, including public health crises that may disrupt our operations;

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·

an overall decline in the health of the economy, the hard surface flooring industry, consumer spending, and the housing market; and

our inability to maintain sufficient levels of cash flow or liquidity to fund our expanding business and service our existing indebtedness;

·

restrictions imposed by our indebtedness on our current and future operations.

any allegations, investigations, lawsuits, or violations of laws and regulations applicable to us, our products or our suppliers;

our inability to adequately protect the privacy and security of information related to our customers, us, our associates, our suppliers, and other third parties;
any material disruption in our information systems, including our website;
new or changing laws or regulations, including tax laws and trade policies and regulations;
any failure to protect our intellectual property rights or disputes regarding our intellectual property or the intellectual property of third parties;
the impact of any future strategic transactions;
restrictions imposed by our indebtedness on our current and future operations, including risks related to our variable rate debt; and
our ability to manage risks related to corporate social responsibility.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this Annual Report speak only as of the date hereof. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. If a change to the events and circumstances reflected in our forward-looking statements occurs, our business, financial condition, and operating results may vary materially from those expressed in our forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise.

otherwise.

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PART I

ITEM 1.    BUSINESS.

Except where the context suggests otherwise, the terms “Floor & Decor Holdings, Inc.,” “Floor & Decor,” the “Company,” “we,” “us,” and “our” refer to Floor & Decor Holdings, Inc., a Delaware corporation, together with its consolidated subsidiaries.

Our fiscal year is the 5252- or 53 week53-week period ending on the Thursday on or preceding December 31. The following discussion contains references to fiscal 2013,2019, fiscal 2014,2020, fiscal 2015,2021, fiscal 2016,2022, fiscal 20172023, and fiscal 2018,2024, which represent our fiscal years ended or ending, as applicable, December 26, 2013,2019, December 25, 2014,31, 2020, December 30, 2021, December 29, 2016,2022, December 28, 20172023, and December 27, 2018, all of which26, 2024. Fiscal years 2019, 2021, 2022, 2023, and 2024 are 52 week52-week periods, and our fiscal year ended December 31, 2015, which was2020 is a 53 week53-week period.

Our Company

Founded in 2000, Floor & Decor is a high‑growth,high-growth, differentiated, multi‑channelmulti-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces. Floor & Decor Holdings, Inc. was incorporated as a Delaware corporation in October 2010 in connection with 83 warehouse‑formatthe acquisition of Floor and Decor Outlets of America, Inc. in November 2010 by our previous sponsor owners. As of December 28, 2023, we operated 221 warehouse-format stores and five small design studios across 2136 states. We believe that we offer the industry’s broadest in‑stockin-stock assortment of tile, wood, laminate and vinyl, and natural stone flooring along with decorative and installation accessories and adjacent categories at everyday low prices positioning us as the one‑stopone-stop destination for our customers’ entire hard surface flooring needs. We appeal to a variety of customers, including professional installers and commercial businesses (“Pro”), Do It Yourself and homeowners, which are comprised of do it yourself customers (“DIY”) and buy it yourself customers who buy the products for professional installation (“Buy it Yourself” or “BIY”BIY”).
Our Pro customers are loyal, shop often and help promote our brand. The combination of our category and product breadth, low prices, in‑stock inventory in project‑ready quantities, proprietary credit offerings, free storage options and dedicated customer service positions us to gain share in the attractive Pro customer segment. We believe our DIY customers spend significant time planning their projects while conducting extensive research in advance. We provide our customers with the education and inspiration they need before making a purchase through our differentiated online and in‑store experience.

Our warehouse‑formatwarehouse-format stores, which average approximately 73,00078,000 square feet, are typically larger than any of our specialty retail flooring competitors’ stores. Other large format home improvement retailers only allocate a small percentage of their floor space to hard surface flooring and accessories. When our customers walk into a Floor & Decor store for the first time, we believe they are amazed by our visual presentation, our store size, our everyday low prices and the breadth and depth of our merchandise. We believe that our inspiring design centers, creative and informative visual merchandising, and accessible price points greatly enhance our customers’ experience. Our stores are easy to navigate and designed to interactively showcase the wide array of designs and product styles a customer can create with our flooring and decorative accessories. We engage our customers both through our trained store associates and designers who can assist in narrowing choices and making the process of home renovation easier, as well as our staff dedicated to serving Pro customers. By carrying a deep level of in-stock hard surface flooring inventory and wide range of tools and accessories, we seek to offer our customers immediate availability onof everything they need to complete their entire flooring or remodeling project. In addition to our stores, our website FloorandDecor.com showcases our products, offers informational training and design ideas and has our products available for sale, which a customer can pick up in‑storein-store or have delivered. Our ability to purchase directly from manufacturers through our direct sourcing model enables us to be fast to market with a balanced assortment of bestsellerbest-seller and unique, hard to findhard-to-find items that are the latest trend‑righttrend-right products. We believe these factors create a differentiated value proposition for Floor & Decor and drive customer loyalty with our Pro DIY and BIY hard surface flooringhomeowner customers in our markets, as evidenced by our track record of consistent double digit comparable store sales growth, which has averaged 17.5% over the last five years. Based on these characteristics, we believe Floor & Decor is redefining and expanding the addressable market size of the hard surface flooring category and that we have an opportunity to significantly expand our store base to approximately 400 stores nationwide within the next 15 years, as described in more detail below.

Our Company was founded in 2000 by our Vice Chairman Vincent West, who opened the first Floor & Decor store in Atlanta, Georgia, with the vision of being the low‑price leader for hard surface flooring. As we have grown, we have implemented a customer‑focused and decentralized approach to managing our business. We provide our store leadership and regional operating teams with regular training and sophisticated information technology systems. We also train and incentivize our store associates to deliver a superior experience to our customers. Taken together, these elements create a customer‑centric culture that helps us achieve our operational and financial goals.

Over the last several years, we have invested significant resources across our business and infrastructure to support innovation and growth. We believe that these investments will continue to strengthen our customer value proposition and further differentiate Floor & Decor from our competition, positioning us for continued market share gains. We have made significant investments in product innovation across all categories, improving our assortment and seeking to provide more value to our Pro, DIY

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markets.

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and BIY customers. We have also invested in technology and personnel to support our stores. We believe that our investment in our business will continue to improve our customer value proposition, differentiating us and strengthening our competitive advantage.

We believe our strong financial results are a reflection of our consistent and disciplined culture of innovation and reinvestment, creating a differentiated business model in the hard surface flooring category, as evidenced by the following:

•nine consecutive years of double digit comparable store sales growth averaging 15.4% per year (and averaging 17.5% per year for fiscal 2013 to fiscal 2017), with a 16.6% increase in fiscal 2017 compared to 19.4% for fiscal 2016;

•store base expansion from 38 warehouse‑format stores at the end of fiscal 2013 to 83 at the end of fiscal 2017, representing a compound annual growth rate (“CAGR”) of 21.6%; we added 14 warehouse‑format stores during fiscal 2017, which was a 20.3% growth in units compared to fiscal 2016;

•total net sales growth from $444.0 million to $1,384.8 million from fiscal 2013 to fiscal 2017, representing a CAGR of 32.9%;

•net income growth from $11.1 million to $101.3 million from fiscal 2013 to fiscal 2017, representing a CAGR of 73.9%;

•Adjusted EBITDA growth from $36.5 million to $158.8 million from fiscal 2013 to fiscal 2017, representing a CAGR of 44.4%, which includes significant investments in our sourcing and distribution network, integrated IT systems and corporate overhead to support our future growth. Adjusted EBITDA was $158.8 million for fiscal 2017, an increase of 46.5% over fiscal 2016. Adjusted EBITDA is a non‑GAAP (as defined below) financial measure. For a reconciliation of net income to Adjusted EBITDA, see Item 6 “Selected Financial Data.”

Net Sales (in millions)

Comparable Store Sales Growth

Our Competitive Strengths

We believe our strengths, described below, set us apart from our competitors and are the key drivers of our success.

Unparalleled Customer Value Proposition.Our customer value proposition is a critical driver of our business. The key components include:

Differentiated Assortment Across a Wide Variety of Hard Surface Flooring Categories.  Our stores are generally larger than those of our specialty retail flooring competitors, and we allocate substantially more square footage to hard surface flooring and accessories than large home improvement retailers.Categories. We believe we have the mostcarry a comprehensive in‑stock, trend‑rightin-stock, trend-right product assortment in the industry within our categories with on average approximately 3,600 SKUs4,500 stock keeping units (“SKUs”) in each store which, based on our market experience, is a far greater in‑stockin-stock offering than any other flooring retailer. Additionally, we customize our product assortment at the store level for the regionallocal preferences of each market. We have an ongoing product line review process across all categories that allows us to identify and interpret emerging trends in hard surface flooring. We work with our suppliers to quickly introduce new products and styles in our stores. We

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appeal to a wide range of customers through our “good/better/best” merchandise selection, as well as through our broad range of product styles from classic to modern, as well asand our new trend‑righttrend-right products. We consistently innovate with proprietary brandsbrands.

Low Prices. We leverage our ability to source directly from manufacturers and products that appealquarries to certain customers with over 50 proprietary brands, including AquaGuard® and NuCore®.

Low Prices.  We provide everyday low prices in the retail hard surface flooring market. Our merchandising and individual store teams competitively shop each market so that we can offer our flooring products and related accessories at low prices. We also work with our vendors to identify and create new, affordable products in categories traditionally considered high‑end to further democratize hard surface flooring by providing a greater number of options to a larger customer base. We believe we are unique in our industry in employing an “everyday low price” strategy, where we strive to offer our products at consistently everyday low prices throughout the year instead of engaging in frequent promotional activities. Our ability to provide these low prices is supported by our direct‑sourcing model, which strives to eliminate third‑party intermediaries and shortens time to market. We believe this strategy creates trust with our Pro, DIY and BIY customers because they consistently receive low prices at Floor & Decor without having to wait for a sale or negotiate to obtain the lowest price.

One‑Stop

One-Stop Project Destination with Immediate Availability. We carry an extensive range of products, including flooring and decorative accessories, as well as installation accessories such as thin set, underlayment, groutmaterials and tools, to fulfill a customer’s entire flooring project. In addition, we have adjacent categories such as vanities, bathroom accessories, shower doors, and custom countertops. Our stores carry a large in‑stockin-stock assortment including decorative and installation accessories, differentiatesjob size quantities to differentiate us from our competitors. Our stores stock job‑size quantities to immediately fulfillWhen a customer’s entire flooring project. In the instance where product is not available in the store, our four regional distribution centers and neighboring stores can often quickly ship athe product to meet a customer’s needs. On average, each warehouse‑format store carries approximately 3,600 SKUs, which equates to 1.3 million square feet of flooring products or $2.5 million of inventory at cost. Customers also have access to allour full catalog of our inventory for in‑storein-store pick up or delivery throughFloorandDecor.com.

Unique and Inspiring Shopping Environment. Our stores average approximately 73,000 square feet and are typically designed with warehouse features including high ceilings, clear signage, bright lighting, and industrial racking and are staffed with knowledgeable store associates. We offer an easy‑to‑navigateeasy-to-navigate store layout with clear lines of sight and departments organized by our major product categories of tile, wood, laminate, natural stone, decorative accessories and installation accessories. We believe our unique signage, which clearly displays individual product features and benefits, improves the ease of shopping and facilitates customer decision making. We usewe invest heavily in large, visually inspiring merchandise displays and point of salethat showcase our assortment as well as marketing throughout our stores to highlight product features, benefits, and design elements. These features educate and enable customers to visualize how the product would look in their homes or businesses. Furthermore, we encourage customers to interact with our merchandise, to experiment with potential designs and to see the actual product they will purchase, an experience that is not possible in flooring stores that do not carry in‑stock inventory in project‑ready quantities. The majority of our stores have design centers, with multiple different vignettes that showcase project ideas to further inspire our customers, and we employ experienced designers in all of our stores to provide free design consulting. Additionally, we provide a robust online experience for potential customers on FloorandDecor.com. For our DIY customers, we also offer weekly “how‑to” installation classes on Saturdays. We believe inspiring and educating customers within our stores and on our website provides us with a significant competitive advantage in serving our customers.

Extensive Service OfferingOfferings to Enhance the Pro Customer Experience.  Our focus on meeting the unique needs of the Pro customer, and by extension the BIY customer, drives our estimated sales mix of approximately 60% Pro and BIY customers, which we believe represents a higher percentage than our competitors. We provide an efficient one‑stopone-stop shopping experience for our Pro customers, offering low prices on a broad selection of high‑qualityhigh-quality flooring products, deep inventory levels to support immediate availability of our products, modest financial credit offerings, free storage for purchased inventory, the convenience of early store hours, and in most stores, separate entrances for merchandise pick‑up.pick-up. We also offer Design Services, which helps our Pro customers serve their customers. Additionally, each store has a dedicated Pro sales force with technology to service our Pro customer more efficiently,efficiently. We have a Pro loyalty rewards program, which provides awards points based on purchases and we have rolled out Pro Zones, which are areas offering a variety of services tobusiness-building tools. Rewarding our Pro customers in a majority of our stores. We believethrough this program improves their loyalty to Floor & Decor, and by serving the needs of Pro customers, we drive repeat and high‑tickethigh-ticket purchases, customer referrals, and brand awareness from this attractive and loyal customer segment.

Decentralized Culture with an Experienced Store‑LevelStore-Level Team and Emphasis on Training. We have a decentralized culture that empowers managers at the store and regional levels to make key decisions to maximize the customer experience. Our store managers, who carry the title Chief Executive Merchant (“CEM”), have significant flexibility to customize product mix, pricing, marketing,

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merchandising, visual displays and other elements in consultation with their regional leaders. We tailorcreate or implement localized assortments, which are not only trend-forward but often create trends in the merchandising assortment for each of our stores for local market preferences,industry, which we believe differentiates us from our national competitors, thatwhich tend to have standard assortments across markets. Throughout the year, we regularly train all of our employees on a variety of topics, including product knowledge, sales strategies, leadership and store operations. Our store managers and store department managers are an integral part of our company, and many have over 15 years of relevant industry experience in retail. We have made important investments in the training and development of our people, including the creation of a full time training department. Approximately 70% of our new store management positions are filled through internal promotions. We also have incentive compensation programs for all employees, regardless of position or title. We train prospective store managers at our Floor & Decor University, which is part of an extensive training program. Once a year, we hold a four day training session with our senior management, regional directors and store managers, where we focus on the upcoming year’s strategic priorities to keep our entire business aligned. We believe our decentralized culture and coordinated training foster an organization aligned around providing a superior customer experience, ultimately contributing to higher net sales and profitability.

Sophisticated, Global Supply Chain. Our merchandising team has developed direct sourcing relationships with manufacturers and quarries in over 1826 countries. Through these relationships, we believe we understand the best places to procure our various product categories. We currently source our products from more than 180240 vendors worldwide and have developed long‑termlong-term relationships with many of them. We often collaborate with our vendors to design and manufacture products for us to address emerging customer preferences that we observe in our stores and markets. We procure the majority of our products directly from the manufacturers, which eliminates additional costs from exporters, importers, wholesalers, and distributors. We believe directDirect sourcing is a key competitive advantage, as many of our specialty retail flooring competitors are too small to have the scale or the resources to work directly with suppliers. Over the past several years, we have established a Global Sourcing and Compliance Department to, among other things, enhance our policies and procedures to address compliance with appropriate regulatory bodies, including compliance with the requirements
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Highly Experienced Management Team with a Proven Track Record. Led by our Chief Executive Officer, Tom Taylor, our management team brings substantial expertise from leading retailers and other companies across various core functions, including store operations, merchandising, marketing, real estate, e‑commerce,e-commerce, supply chain management, finance, legal, and information technology. Tom Taylor, who joined us in 2012, spent 23 years at The Home Depot, where he most recently served as Executive Vice President of Merchandising and Marketing with responsibility for all stores in the United States and Mexico. Over the course of his career at The Home Depot, Tom Taylor helped expand the store base from fewer than 15 stores to over 2,000 stores. Our Executive Vice President, and Chief Merchandising Officer, Lisa Laube, has over 30 years of merchandising and leadership experience with leading specialty retailers, including most recentlyTrevor Lang, was promoted to President in November 2022 after serving as President of Party City. Ourthe Executive Vice President and Chief Financial Officer Trevor Lang,since 2014 and Chief Financial Officer since 2011. He brings more than 2025 years of accountingexecutive leadership experience. In November 2022, Bryan Langley was promoted to serve as Executive Vice President and finance experience, including 17 years of Chief Financial OfficerOfficer. He joined the Company in 2014, and Vice Presidenthas served in various positions of Finance experience at public companies, including most recently as the Chief Financial Officerincreasing responsibility in corporate strategy, financial planning, and Chief Administrative Officer of Zumiez Inc.accounting. Our entire management team drives our organization with a focus on strong merchandising, superior customer experience, expanding our store footprint, and fostering a strong, decentralized culture. We believe our management team is an integral component of our achieving strong financial results.

Our Growth Strategy

We expect to continue to drive our stronggrowth in net sales and profit growthprofitability through the following strategies:

Open Warehouse-Format Stores in New and Existing Markets.  We believe there is an opportunity to significantly expand our store base in the United States from 83 warehouse‑format stores currently to approximately 400 stores nationwide over the next 15 years based Based on our internal research with respect to housing density, demographic data, competitor concentration and other variables in both new and existing markets.markets, we believe there is an opportunity to significantly expand our warehouse-format store base by a low- to mid-teens annual percentage growth rate over the near-to-medium term, reaching at least 500 in the United States within approximately eight years. We plan to target new store openings in both existingnew and new,existing, adjacent, and underserved markets. We have a disciplined approach to new store development based on an analytical, research‑drivenresearch-driven site selection method and a rigorous real estate approval process. We believe ourOur new store model delivers strong financial results and returnstargets on investment, targetingaverage net sales on average of $10$14 million to $13$16 million and positive four‑wall Adjustedfour-wall adjusted EBITDA inbefore pre-opening expenses of $2.5 million to $3.5 million during the first full year pre‑taxof operation, pre-tax payback in approximately two and a half to three and a half years and cash‑on‑cashcash-on-cash returns of greater thanapproximately 50% in the third year. On average,Based on challenging macroeconomic conditions, our stores opened after 2011 have exceeded this model.

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Over the past several years, we have made significant investments in personnel, information technology, warehouse infrastructure2022 and connected customer strategies to support our current growth and the expansionclass of our stores. We intend to grow our store base by approximately 20% annually over the next several years. The performance of our2023 new stores opened over the last three years,are estimated to be below these targets. Our historical new store performance, the performance of our oldermore mature stores, over that same time frame, our disciplined real estate strategy, and the track record of our management team in successfully opening retail stores support our belief in the significant store expansion opportunity.

Increase Comparable Store Sales. We expect to grow our comparable store sales over the long-term by continuing to offer our customers a dynamic and expanding selection of compelling, value‑pricedvalue-priced hard surface flooring and accessories while maintaining strong service standards for our customers. We regularly introduce new products into our assortment through our category product line review process, including collaboration with our vendors to bring to market innovative products such as water‑resistant laminates.standards. Because almost halfapproximately 55% of our stores have been openedopen for less than threefive years, we believe they will continue to drive comparable store sales growth as theynewer stores ramp up to maturity. We believe that we can continue to enhance our customer experience by focusing on service, optimizing sales and marketing strategies, investing in store staff and infrastructure, remodeling existing stores, and improving visual merchandising and the overall aesthetic appeal of our stores. We also believe that growing our proprietary credit offering, Pro, Commercial, and design strategies, further integrating connected customer strategies, and enhancing other key information technology, will contribute to increased comparable store sales. As we increase awareness of Floor & Decor’s brand, we believe there is a significant opportunity to gain additional market share, especially from independent flooring retailersshare.
Expand Our “Connected Customer” Experience. Floor & Decor’s online experience allows our customers to explore our product selection and large format home improvement retailers. We are also adding adjacent categories that align with flooring projects like frameless glass indesign ideas before and after visiting our stores and offers the bathroom and customized countertopsconvenience of making online purchases for the kitchen.delivery or pick up in-store. We believe the combinationour online platform reflects our brand attributes and provides a powerful tool to educate, inspire, and engage our consumers. We continuously invest in our connected customer strategies to improve how customers experience our brand. For example, we regularly enhance our website, which provides our customers with inspirational vignettes, videos, products, a room visualizer, education, and a faster online shopping experience. Our connected customer sales represented approximately 19% of these initiatives plus the expected growth ofour total net sales for fiscal 2023. While the hard surface flooring category described in more detail under “Our Industry” below will continuehas a relatively low penetration of connected customer sales due to the nature of the product, we believe our connected customer presence represents an attractive growth opportunity to drive strong comparable store sales growth.

consumers to Floor & Decor.

Continue to Invest in the Pro Customer. We believe our differentiated focus on Pro customers has created a competitive advantage for us and will continue to drive our net sales growth. We willcontinue to invest in gaining and retaining Pro customers due to their frequent and high‑tickethigh-ticket purchases, loyalty, and propensity to refer other potential customers. We have made important investments in the Pro services regional team to better recruit and train the Pro services team in each store, newstore. We have also invested in technology such as integrated CRM software to help us further penetrate and grow our Pro business, dedicated phone lines for our Pro customersbusiness. We continue to call and text, commercial credit and open account terms, jobsite delivery, a dedicated website for Pro customers, training on technical flooring installation solutions, and tools to facilitate large commercial jobs sourced throughout the store. We plan to further invest in initiativesrefreshing and expanding our services to increase speedPros to better facilitate our growing Pro business.
Continue to Invest in Design Services. Our Design Services offer a unique experience to large format retail, which leads our customers through a seamless, inspirational design process to complete their projects. According to our internal research, when a designer is involved, customer satisfaction and average ticket is higher, and customers are more likely to follow through with a purchase. We invest in recruiting top design talent and provide extensive design-focused training, tools, and technology to ensure our teams are knowledgeable and prepared to deliver a start-to-finish consultative selling experience.
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Expand Our Sales Growth in Commercial Surfaces. We continue to grow our Pro branding, dedicate additional storecommercial surfaces business both organically and regional staffing to support Pro customers and enhance the in‑store experience for our Pro customers. We have implemented a “Pro Zone” in a majority of our stores that focuses on the specific needsthrough acquisitions, applying many of the Pro customer. Additionally, we communicate our value proposition and various Pro‑focused offerings by hosting a number of Pro networking events. Building on our success in serving the Pro customer, in 2016 we entered the adjacent commercial sales channel, thus increasing the size of the addressable market we serve. Our commercial effort, which wesame strategies that have branded F&D Commercial, initially targets corporate customers with large flooring needs across the hospitality, multi‑family and retail sectors. We believe Pro customers will continueallowed us to be an integral part of our sales growth, and the commercial channel will provide incremental revenue and profit opportunitiessuccessful in the future.

Expand Our “Connected Customer” Experience.  Floor & Decor’s online experience allows our Pro, BIY and DIY customers to explore our product selection and design ideas before and after visiting our stores and offers the convenience of making online purchases for delivery or pick up in‑store. We believe our online platform reflects our brand attributes and provides a powerful tool to educate, inspire and engage our consumers, and we view our website and multi‑channel strategies as leading our brand. Our research indicates that 67% of our shoppers have visited our website. We continuously invest in our connected customer strategies to improve how our customers experience our brand. For example, we regularly update our website, which provides our customers with inspirational vignettes, videos, products and education. Additional initiatives include: (i) implementing our new CRM to obtain a single view of our customers, (ii) developing personalized content based on location, purchase and browsing history, (iii) developing more relevant content and improved search and purchasing tools to help customers add decorative and installation accessories, (iv) creating frequently asked questions to help customers choose the best product for their jobs and (v) implementing online scheduling tools to access our designers. We believe this reinforces our unique customer value proposition and ultimately drives sales. Currently, e‑commerce sales represent less than 6% of our total net sales. While theselling residential retail hard surface flooring, category hasincluding high quality, trend-right hard surface flooring sourced at a relatively low penetration of e‑commerce sales duecost directly from the manufacturer. We intend to continue to focus on both organic and inorganic growth to address the nature of the product, we believe our connected customer presence represents an attractive growth opportunity to drive consumers to Floor & Decor.

entire commercial surfaces market.

Enhance Margins Through Increased Operating Leverage  Since 2011, we have invested significantly in our sourcing and distribution network, integrated IT systems and corporate overhead to support our growth. We expect to leverage these investments as

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we grow our net sales. Additionally, we believe operatingLeverage. Operating margin improvement opportunities will include enhanced product sourcing processes and overall leveraging of our store‑levelstore-level fixed costs, existing infrastructure, supply chain, corporate overhead and other fixed costs resulting from increased sales productivity. We anticipate that the planned expansion of our store base and growth in comparable store sales will also support increasing economies of scale.

scale over the long-term while still making significant investments in our business.

Our Industry

Floor & Decor operates in the large, growing, and highly fragmented $11.5 billionU.S. retail hard surface flooring market (in manufacturers’ dollars), which is part of the larger $22 billion U.S. floor coverings market (in manufacturers’ dollars) based on a 2017 research report by Catalina Research, Inc., a leading provider of market research for the floor coverings industry (the “Catalina Floor Coverings Report”). We estimate that after the retail markup, we represent only approximately 7% of an estimated $20 billionand commercial surfaces market. The competitive landscape of the hard surface flooring market includes big‑box home improvement centers, national and regional specialty flooring retailers, and independent flooring retailers. We believe we benefit from growth in the overall hard surface flooring market, which, based on the Catalina Floor Coverings Report, grew on average 9% per year from 2012 to 2017 and is estimated to grow on average 3%‑5% per year from 2018 through 2022, assuming no negative economic cycle, housing downturn or recession. We believe that growth in the hard surface flooring market has been and will continue to be driven by several home remodeling demand drivers such asdrivers. These include a large supply of aging homes, millennials entering their household formation years, existing-home sales growth from the aging householdlow supply of housing inventory, millennials forming households, existing home sales, rising home equity values, and the secular shift from carpet to hard surface flooring. In addition, we believe we have an opportunity to increase our market share as many of our competitors are unable to effectively compete onwith our combination of price, service, and in‑stockbroad in-stock assortment.

Based on our internal market research, key long‑term industry trends include increasing spend on home renovations, aging of the existing housing stock, rising level of home ownership, growing average size of homes and favorable demographic trends. Based on the National Association of Home Builders Remodeling Market Index, current market conditions and future market indicators suggest that remodeling demand is accelerating in a strengthening home remodel cycle. For more than a decade, hard surface flooring has consistently taken share from carpet as a percentage of the total floor coverings market, increasing from 39% of the market in 2002 to 52% in 2017 based on the Catalina Floor Coverings Report. Historically, mix shift towards hard surface flooring has been driven by product innovation, changing consumer preferences, better hygiene qualities, increasing ease of installation and higher durability. Product innovation, which has been aided by the increasing use of technology such as inkjet tile printing, waterproof wood‑look flooring and water‑resistant laminates, and non‑traditional uses of hard surface flooring including walls, fireplaces and patios have increased the size The competitive landscape of the hard surface flooring market includes big-box home improvement centers, national and has allowed us to better serve customer needs.

regional specialty flooring retailers, independent flooring retailers, and distributors.

We believe we have an opportunity to continue to gain share in the hard surface flooring market with the largest in-stock selection of laminate and vinyl, tile, wood, laminate, natural stone,installation materials, decorative accessories, wood, and installation accessories.natural stone. Our strong focus on the customer experience

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drives us to remain innovative and locally relevant while maintaining low prices and in‑stockin-stock merchandise in a one‑stopone-stop shopping destination.

Our Products

We offer an assortment

Our merchandise is comprised of tile, wood,the following major product categories:
Laminate and vinyl: Wood-based laminate flooring, luxury vinyl, and engineered/composite (rigid core) vinyl.
Tile: Porcelain and ceramic.
Installation materials and tools: Grout, mortar, backer board, tools, adhesives, underlayments, moldings, and stair treads.
Decorative accessories and wall tile: Glass, natural stone, flooring, along withtile mosaics, decorative tiles, decorative trims, and installationwall tile.
Wood: Solid prefinished hardwood, solid unfinished hardwood, engineered hardwood, bamboo, and wood countertops.
Natural stone: Marble, limestone, travertine, slate, ledger, prefabricated countertops, thresholds, and shower benches.
Adjacent categories: Vanities, shower doors, bath accessories, at everyday low prices. Our objective is to carry a broadfaucets, sinks, custom countertops, bathroom mirrors, and deep product offering in order to be the one‑stop destination for our customer’s entire project needs. We seek to showcase products in our stores and online to provide multiple avenues for inspiration throughout a customer’s decision‑making process.

Our strategy is to fulfill the product needs of our Pro, DIY and BIY customers with our extensive assortment, in‑stock inventory and merchandise selection across a broad range of price points. We offer bestseller products in addition to the more unique, hard to find items that we believe our customers have come to expect from us. We source our products from around the world, constantly seeking new and exciting merchandise to offer our customers. Our goal is to be at the forefront of hard surface flooring trends in the market, while offering low prices given our ability to source directly from manufacturers and quarries.

We utilize a regional merchandising strategy in order to carry products in our stores that cater to the preferences of our local customer base. This strategy is executed by our experienced merchandising team, which consists of store support center merchants and regional merchants, who work with our individual stores to ensure they have the appropriate product mix for their location. Our store support center merchants are constantly seeking new products and following trends by attending trade shows and conferences, as well as by shopping the competition, while our store associates are in touch with customers in the store. We schedule regular meetings to review information gathered and make future product development decisions. This constant connectivity between our stores, regional merchants, store support center merchants and our vendors allows us to quickly bring new and compelling products to market.

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bathroom lighting.

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Our fiscal 20172023 net sales by keymajor product categoriescategory are set forth below:

Category

Products Offered

Select Product Highlights

Tile

Porcelain, White Body, Ceramic

We offer a wide selection of Porcelain, White Body and Ceramic tiles from 4”x4” all the way up to 24”x72”. We source many products directly from Italy, where many design trends in tile originate. We offer traditional stone looks as well as wood‑looking planks and contemporary products like cement‑look and vein cut styles. We work with many factories in the United States, China, Italy, Mexico, Brazil and other countries to bring the most in‑demand styles at low prices.

Wood

Solid Prefinished Hardwood, Solid Unfinished Hardwood, Engineered Hardwood, Bamboo, Cork, Wood Wall

We sell common species such as Oak, Walnut, Birch, Hickory and Maple but also exotics such as Bamboo, Brazilian Cherry, and Acacia, all in multiple colors. Our wood flooring comes in multiple widths from 21/4” up to 93/4” wide planks. Customers have the option of buying prefinished or unfinished flooring in many of our stores.

34832

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(i)    Other includes delivery, sample, and other product revenue and adjustments for deferred revenue, sales returns reserves, and other revenue related adjustments that are not allocated on a product-level basis. Refer to Note 2, “Revenue” of the notes to our consolidated financial statements included in this Annual Report for more information.

Store Development

Category

Products Offered

Select Product Highlights

Natural Stone

Marble, Travertine, Limestone, Slate, Granite

Natural stone is quarried around the world, and we typically buy directly from the source. For example, we buy marble from Italy, Spain, Turkey, Portugal and China, travertine from Turkey and Mexico, and slate from India. We work with factories in these countries and others to cut stone tiles in many sizes, finishes and colors.

Laminate/Luxury Vinyl Plank (“LVP”)

Laminate Flooring, Luxury Vinyl, Engineered/Composite Vinyl

Laminate, AquaGuard® water-resistant laminate, NuCore®, DuraLux® Rigid and Luxury Vinyl plank flooring is offered in styles that mimic our bestselling tile and wood species, colors and finishes. Our product offers a full range of installation methods, many are water‑resistant to waterproof, and all are great for customers who want the beauty of real hardwood and stone but the ease of maintenance and durability that laminate and luxury vinyl offer.

Decorative Accessories

Glass, Natural Stone, Porcelain and Ceramic Mosaics and Decorative Tiles, Decorative Trims, Prefabricated Countertops, Medallions, Wall Tile

With over 700 choices in glass, stone mosaics and decoratives, we can customize nearly any look or style a customer desires. This high margin, trend‑forward, distinctive category is a favorite of our designers and offers customers an inexpensive way to quickly update a backsplash or shower.

Accessories (Installation Materials and Tools)

Grout, Underlayment, Adhesives, Mortar, Backer Board, Power and Hand Tools, Wood Moldings, Wood Glues, Blades

This category offers everything a customer needs to complete his or her project, including backer board, mortar, grout, underlayment, adhesives, wood glues, molding and tools. We sell top brands, which we believe are highly valued by our customers.

Stores

We operate 83 warehouse‑format stores across 21 states and one small 5,500 square foot design center. Most of our stores are situated in highly visible retail and industrial locations. Our warehouse‑format stores average approximately 73,000 square feet and carry on average approximately 3,600 flooring, decorative and installation accessory SKUs, which equates to approximately 1.3 million square feet of flooring products or $2.5 million of inventory at cost.

Each of our stores is led by a store manager who holds the title Chief Executive Merchant and is supported by an operations manager, department managers and a Pro sales manager. Our store managers focus on providing superior customer service and creating customized store offerings that are tailored to meet the specific needs of their stores. Beyond the store managers, each store is staffed with associates, the number of whom vary depending on sales volume and size of the store. We dedicate significant resources to training all of our new store managers through Floor & Decor University and in the field across all product areas, with store‑level associates receiving certification on specific product areas. Ongoing training and continuing education is provided for all employees throughout the year.

We believe there is an opportunity to significantly expand our store base in the United States from our 83 warehouse‑format stores currently to approximately 400 stores nationwide within the next 15 years based on our internal research with respect to housing density, demographic data, competitor concentration and other variables in both new and existing markets. Over the next several years, we plan to grow our store base by approximately 20% per year, with approximately half being opened in existing geographies

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and approximately half being opened in new markets. We have developed a disciplined approach to new store development, based on an analytical, research‑drivenresearch-driven method to site selection and a rigorous real estate review and approval process. By focusing on key demographic characteristics for new site selection, such as aging of homes, length of home ownership and median income, we expect to open new stores with attractive returns.

When opening new stores, inventory orders are placed several months prior to a new store opening. Significant investment is made in building out or constructing the site, hiring and training employees in advance, and advertising and marketing the new store through pre‑openingpre-opening events to draw the flooring industry community together. Each new store is thoughtfully designed with store interiors that include vignettes and interchangeable displays, on wheels, racking to access products and stand‑up visual displays to allow ease of shopping, and an exterior highlighted by a large, bold Floor & Decor sign. The majority of our stores have design centers that showcase project ideas to further inspire our customers, and in all of our stores, we employ experienced designers to provide design consulting to our customers free of charge. We have rolled out “Pro Zones”, which are dedicated areas offering a variety of services to Pro customers, in a majority of our stores.

Our new store model targets a store size of 60,000‑80,000 square feet, total initial net cash investment of approximately $4 million to $5 million, targeting net sales on average of $10 million to $13 million and positive four‑wall Adjusted EBITDA in the first year, pre‑tax payback in two to three years and cash‑on‑cash returns of greater than 50% in the third year. On average, our stores opened after 2011 have exceeded this model. We believe the success of our stores across geographies and vintages supports the portability of Floor & Decor into a wide range of markets. The performance of our new stores is inherently uncertain and is subject to numerous factors that are outside of our control. As a result, we cannot assure you that our new stores will achieve our target results.

Connected Customer

Our website and our call center are important parts of our integrated connected customer strategy.

We aim to elevate the total customer experience through our website FloorandDecor.com. Growing our e‑commerce sales provides us with additional opportunityEnhancements to enhance our connected customer experience are critical to our increasingly interconnected customers who often perform extensive online research for their project before going to our customers. Home renovation and remodeling projects typically require significant investments of time and money from our DIY customers, and they consequently plan their projects carefully and conduct extensive research online. store. FloorandDecor.com is an important tool for engaging themour homeowner customers throughout this process, educating them on our product offerings and providing them with design ideas.their process. Our Pro customers use the website and our Pro app to browse our broad product assortment, to continually educate themselves on new techniques and trends and to share our virtual cataloguecatalog and design ideas with their customers. In addition, sales associates atcustomers and utilize tools such as our call center are availablecalculators to assist our customersaid with their projects and questions.shopping. We designed the website to be a reflection of our stores and to promote our wide selection of high quality products and low prices. To this end, we believe the website provides not only the same region‑specificregion-specific product selection that customers can expect in our stores, but also the opportunity to extend our assortment by offering theour entire portfolio of products.

In addition to highlighting our broad product selection, we believe FloorandDecor.com offers a convenient opportunity for customers to purchase products online and pick them up in our stores. Approximately 85% of our e‑commerce sales are picked up in‑store. As we continue to grow, we believe connected customer will become an increasingly important part of our strategy.

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Marketing and Advertising

We use a multi‑platformmulti-platform approach to increasing Floor & Decor’s brand awareness, while historically maintaining low advertising costs as a low average advertising topercentage of net sales ratio of approximately 3%. We use traditional advertising media, combined with social media and online marketing, to share the Floor & Decor story with a growing audience. We take the same customized approach with our marketing as we do with our product selection; each region has a varied media mix based on local trends and what we believe will most efficiently drive sales. To further enhance our targeting efforts, our store managers have significant input into the store’stheir respective stores’ marketing spend.

A key objective of our messaging is to make people aware of our stores, products and services. Based on internal research, we estimate the conversion rate from a customer visiting one of our stores to purchasing our products is 81%.

As part of our focus on local markets, our stores have events that promote Floor & Decor as a hub for the local home improvement community. We feature networking events for Pro customers, giving them a chance to meet our sales teams, interact with others in the home improvement industry and learn about our newest products. For DIY customers, we regularly offer how‑to

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Sourcing

classes on product installation. We believe these events serve to raise the profile of the Floor & Decor stores in our communities while showcasing our tremendous selection of products and services.

We want our customers to have a great experience at their local Floor & Decor store. With our TV and radio commercials, print and outdoor ads, in‑store flyers, online messaging and community events, we show our customers that we are a trusted resource with a vast selection, all at a low price.

Sourcing

Floor & Decor has a well‑developedwell-developed and geographically diverse supplier base. We sourceOur largest supplier accounted for 13% of our industry leading merchandise assortment from over 180 suppliersnet sales in over 18 countries, and maintain good relationships with our vendors. Nofiscal 2023, while no other individual supplier accountsaccounted for more than 10% of our net sales, other than one supplier that accounts for approximately 10% of our net sales. We continue to increase our sourcing from suppliers outside of the United States, and where appropriate, we are focused on bypassing agents, brokers,importers, exporters, wholesalers, distributors, and other middlemen in our supply chain in order to reduce costs and lead time. Over the past several years, we have established a Global Sourcing and Compliance Department to, among other things, develop and implement policies and procedures to address compliance with appropriate regulatory bodies, including compliance with the requirements of the Lacey Act, CARB and the EPA. In addition we utilize third ‑party consultants for audits, testing and surveillance to ensure product safety and compliance. Additionally, we have invested in technology and personnel to collaborate throughout the entire supply chain process. We believe that ourOur direct sourcing model and the resulting relationships we have developed with our suppliers are distinct competitive advantages. The cost savings we achieve by directly sourcing our merchandise enable us to offer our customers low prices.

We have established a Global Sourcing and Compliance Department to, among other things, enhance our policies and procedures with respect to addressing compliance with appropriate regulatory bodies, including compliance with the requirements of the Lacey Act of 1900, the California Air Resources Board, and the Environmental Protection Agency. This department also addresses compliance with Floor & Decor’s supplier compliance policies, such as specifications and packaging of the products we purchase. We utilize third-party consultants for audits, testing, and surveillance to ensure product safety and compliance. We have invested in technology and personnel to collaborate throughout the entire supply chain process. Additionally, our close relationships with suppliers allow us to collaborate with them directly to develop and quickly introduce innovative and quality products that meet our customers’ evolving tastes and preferences at low prices. We plan to continue increasing the percentage of merchandise that we directly source from suppliers.

Distribution and Order Fulfillment

Merchandise inventory is our most significant working capital asset and is considered “in-transit” or “available for sale”, based on whether we have physically received the products at an individual store location or in one of our four distribution centers. In-transit inventory generally varies due to contractual terms, country of origin, transit times, international holidays, weather patterns and other factors.
We have invested significant resources to develop and enhance our distribution network. We have four distribution centers strategically located across the United States in port cities near Savannah, Georgia; Houston, Texas; Los Angeles, California; and Miami, Florida. We expect to close our distribution centerBaltimore and a transload facility near Miami, Florida in the first quarter of 2018. Third‑partyLos Angeles. Third-party brokers arrange the shipping of our international and domestic purchases to our distribution centers and stores and bill us for shipping costs according to the terms of the purchase agreements with our suppliers. We are typically able to transport inventory from our distribution centers to our stores in less than one week. This quick turnaround time enhances our ability to maintain project‑ready quantities of the products stocked in our stores. To further strengthen our distribution capabilities, we have converted allAll of our distribution centers to Company‑operated facilities. In conjunction with the change in responsibility,are Company-operated facilities, and we have implemented a new warehouse management and transportation management system tailored to our unique needs across all four distribution centers. We believe thethis system will increasehelps service levels, reducereduces shrinkage and damage, helphelps us better manage our inventory, and allowallows us to better implement our connected customer initiatives.

We recently moved our West Coast distribution center from Carson, California to Moreno Valley, California. We exited the previously occupied 220,000 square foot leased distribution center located in Carson, California in the first quarter of 2017. In the fourth quarter of 2017, we began operating in a newly constructed, leased 1.4 million square foot distribution center near Savannah, Georgia. In December 2017, we relocated all of the existing inventory from our prior leased 378,000 square foot distribution center located near Savannah, Georgia to this new distribution center, and in the first quarter of 2018, we are relocating all of the existing inventory from our 322,000 square foot leased distribution center near Miami, Florida to this new distribution center. We exited our lease on the 378,000 square foot distribution center near Savannah, Georgia in the first quarter of 2018 and plan to exit our lease on the 322,000 square foot leased distribution center near Miami, Florida in 2018.

We believe that our current distribution network, along with these recent changes, is sufficient to support our growth over the next year. However, we continue to seek further opportunities to enhance our distribution capabilities and align them with our strategic growth initiatives, including distribution center capacity, which we plan to expand in early 2019. 

initiatives.

Management Information Systems

We believe that technology

Technology plays a crucial role in the continued growth and success of our business. We have sought to integrate technology into all facets of our business, including supply chain, merchandising, store operations, point‑of‑sale, e‑commerce,point-of-sale, e-commerce, finance, accounting, and human resources. The integration of technology allows us to analyze the business in real time and react accordingly. Our sophisticated inventory management system is our primary tool for forecasting and placing orders and

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managing in‑stockin-stock inventory. The data‑drivendata-driven platform includes sophisticated forecasting tools based on historical trends in sales, inventory levels and vendor lead times at the store and distribution center level by SKU, allowing us to support store managers in their regional merchandising efforts. We rely on the forecasting accuracy of our system to maintain the in‑stock, project‑readyin-stock, job-lot quantities that our customers rely on. In addition, our employee training certifications are entirely electronic, allowing us to effectively track the competencies

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Competition

The retail hard surface flooring market is highly fragmented and competitive. We face significant competition from large home improvement centers, national and regional specialty flooring chains, and independent flooring retailers. Some of our competitors are organizations that are larger, are better capitalized, have existed longer, have product offerings that extend beyond hard surface flooring and related accessories, and have a more established market presence with substantially greater financial, marketing, personnel and other resources than we have. In addition, while the hard surface flooring category has a relatively low threat of new internet‑onlyinternet-only entrants due to the nature of the product, the growth opportunities presented by e‑commercee-commerce could outweigh these challenges and result in increased competition in this portion of our connected customer strategy. Further, because the barriers to entry into the hard surface flooring industry are relatively low, manufacturers and suppliers of flooring and related products, including those whose products we currently sell, could enter the market and start directly competing with us.

We believe that the key competitive factors in the retail hard surface flooring industry include:

include localized product assortment;

assortment, product innovation;

•in‑storeinnovation, in-store availability of products in project‑ready quantities;

job-lot quantities, product sourcing;

sourcing, product presentation;

presentation, customer service;

service, store management;

management, store location;location, and

low prices.

We believe that we compete favorably with respect to each of these factors by providing a highly diverse selection of products to our customers, at an attractive value, in appealing and convenient retail stores.

Human Capital
We have built a strong team of employees to support our continued success. Each of our stores is led by a CEM and is supported by an operations manager, product category department managers, a design team, a Pro sales and support team, and a number of additional associates. Outside of our stores, we have employees dedicated to corporate, store support, infrastructure, e-commerce, call center and similar functions as well as support for our distribution centers and sourcing office. We dedicate significant resources to training our employees as they are key to our success. Our Structure

Floor & Decor Holdings, Inc. (formerly known as FDO Holdings, Inc.) was incorporated as a Delaware corporation in October 2010 in connection withChief Human Resources Officer, supported by the entire executive team, is responsible for developing and executing our Sponsors’ (as defined below) acquisitionhuman capital strategy. This includes the attraction, development, engagement, safety, and retention of Floor & Decor Outletstalent and the design of America, Inc. (“F&D”) in November 2010, which in turn converted from a Georgia corporation into a Delaware corporation in connection therewith.

associate compensation and benefits programs.

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The following chart illustrates our current corporate structure:

Employees

As of December 28, 2017,2023, we had 5,53412,783 employees, 3,6809,857 of whom were full‑time and none of whom were represented by a union.full-time. Of thesethe total employees, 4,88110,889 work in our stores, 4771,423 work in corporate, store support, infrastructure, e‑commercecustomer care or similar functions, 176459 work in distribution centers, and 12 work in our Asia sourcing office in Shanghai, China.

Currently none of our associates are represented by a union (for more information, refer to Item 1A “Risk Factors” of Part I of this Annual Report).
We believelook at a variety of measures and objectives related to the attraction, development, engagement, safety, and retention of our employees, including:
Store Staffing. In order to provide the level of customer service that we expect, it is important that we adequately staff our stores with trained employees. As of December 28, 2023, the majority of our stores were staffed at a level that we deem appropriate.
Training. Training associates is also important to ensuring appropriate levels of customer service. We have good relationsa Learning Department, and in 2023, associates engaged in approximately 275,000 hours of training.
Internal AdvancementOpportunities. Our growth opportunities are a critical way to attract and retain employees, and we encourage a promote-from-within environment when internal resources permit. In 2023, approximately 1,550 employees were promoted to more senior positions.
Culture. We are mindful of the benefits of diversity and associate engagement in all aspects of the employment cycle as they are key to our culture and long-term success. We seek to build a diverse and inclusive workplace where we can leverage our collective talents, striving to ensure that all associates are treated with dignity and respect.
Safety. Maintaining a safe shopping environment is very important to us. Our Safety & Loss Prevention team works closely with our employees.

Store Operations team on safety training and initiatives.

Rewards. We reward our associates for their hard work on behalf of Floor & Decor and provide a variety of incentives to allow associates to share in the Company’s success, including (i) incentive compensation plans for all associates, (ii) a 401(k) plan with Company-sponsored match, (iii) health care benefits for full-time associates, (iv) an employee stock purchase plan that facilitates purchases of Company stock at a discount by eligible associates, and (v) other benefits such as an employee assistance program.
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Government Regulation

We are subject to extensive and varied federal, state and local laws and regulations that impact us, our operations, properties, and suppliers, including those relating to employment, the environment, protection of natural resources, import and export, advertising, labeling, public health and safety, product safety, zoning, and fire codes. We operate our business in accordance with standards and procedures designed to comply with applicable laws and regulations. Compliance with these laws and regulations has not historically had a material effect on our capital expenditures, earnings, competitive position, financial condition, or operating results; however, the effect of compliance in the future cannot be predicted.

Our operations and properties are also subject to federal, state and local laws and regulations governing the environment, environmental protection of natural resources and health and safety, including the use, storage, handling, generation, transportation, treatment, emission, release, discharge and disposal of hazardous materials, substances and wastes and relating to the investigation and clean‑up of contaminated properties. Except to the extent of the capital expenditures related to our initiatives described below, compliance with these laws and regulations has not historically had a material effect on our financial condition or operating results, but we cannot predict the effect of compliance in the future.

In particular, certain of our products are subject to laws and regulations relating to the importation, exportation, acquisition or sale of certain plants and plant products, including those illegally harvested (which is prohibited by the Lacey Act), and the emissions of hazardous materials (which in California is governed by regulations promulgated by CARB and federally by regulations promulgated by the EPA). We have established a Global Sourcing and Compliance Department to, among other things, address these requirements, and we work with third‑party consultants to assist us in designing and implementing compliance programs relating to the requirements of the Lacey Act, CARB and the EPA. Further, we could incur material compliance costs or be subject to compliance

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liabilities or claims in the future, especially in the event new laws or regulations are adopted or there are changes in existing laws and regulations or in their interpretation.

Our suppliers are also subject to the laws and regulations of their home countries, including in particular laws regulating forestry and the environment. We also support social and environmental responsibility among our supplier community and endeavor to enter into vendor agreements with our suppliers that contain representations and warranties concerning environmental, labor and health and safety matters.

Insurance and Risk Management

We use a combination of insurance and self‑insurance to provide for potential liability for workers’ compensation, general liability, product liability, director and officers’ liability, team member healthcare benefits, and other casualty and property risks. Changes in legal trends and interpretations, variability in inflation rates, changes in workers’ compensation and general liability premiums and deductibles, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could all affect ultimate settlements of claims. We evaluate our insurance requirements on an ongoing basis to ensure we maintain adequate levels of coverage.

Legal Proceedings

We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts, products liabilities, intellectual property matters and employment related matters resulting from our business activities. As with most actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Trademarks and other Intellectual Property

As of March 1, 2018,February 22, 2024, we have 6768 registered marks and several pending trademark applications in the United States. We regard our intellectual property, including our over 50 proprietary brands, as having significant value, and our brand is an important factor in the marketing of our products. Accordingly, we have taken, and continue to take, appropriate steps to protect our intellectual property.

Seasonality

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Historically, our business has had very little seasonality. Our specialty hard surface flooring and decorative home product offering makes us less susceptible to holiday shopping seasonal patterns compared to other retailers.
Available Information
We maintain a website at www.FloorandDecor.com. The information on or available through our website is not, and should not be considered, a part of this Annual Report. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as other reports relating to us that are filed with, or furnished to, the SEC free of charge on our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
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ITEM 1A.    RISK FACTORS.

You should carefully consider the risks described below, together with all of the other information included in this Annual Report, including our consolidated financial statements and the related notes thereto, before making an investment decision. The risks and uncertainties set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, and operating results. If any of the following events occur, our business, financial condition, and operating results could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our business, financial condition and operating results are dependent on general

Declines in certain economic conditions, andwhich impact consumer discretionary spending, by our customers, which in turn are affected by a variety of factors beyond our control. If such conditions deteriorate,could adversely affect our business, financial condition and operating results may be adversely affected.

Our business, financial conditionof operations.

Consumer discretionary spending affects our sales and operating results are affectedis impacted by factors outside of our control, including general economic and political conditions, interest rates, the residential housing market, unemployment rates and wage levels, inflation, disposable income levels, consumer confidence, recession fears, energy costs, consumer credit availability and terms, consumer debt levels, salaries and wage rates, geopolitical events and uncertainty. Declines in the level of consumer confidence and spending and rising interest rates have adversely affected, and could continue to adversely affect, consumer spending habits and consumer discretionary spending, bywhich have resulted in, and may continue to result in, reduced demand for our customers. Such general economic conditions and discretionary spending are beyond our control and are affected by, among other things:

·

consumer confidence in the economy;

products.

·

unemployment trends;

·

consumer debt levels;

·

consumer credit availability;

·

data security and privacy concerns;

·

the housing market, including housing turnover and whether home values are rising or declining;

·

energy prices;

·

interest rates and inflation;

·

price deflation, including due to low‑cost imports;

·

slower rates of growth in real disposable personal income;

·

natural disasters and unpredictable weather;

·

national security concerns and other geopolitical risks;

·

trade relations and tariffs;

·

tax rates and tax policy; and

·

other matters that influence consumer confidence and spending.

If such conditions deteriorate, our business, financial condition and operating results may be adversely affected. In addition, increasing volatility in financial and capital markets may cause some of the above factors to change with a greater degree of frequency and magnitude than in the past.

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The hard surface flooring industry depends on home remodeling activity and other important factors.

The hard surface flooring industry is highly dependent on the remodeling of existing homes, businesseshome sales because homeowners often replace flooring before selling a home or shortly after purchasing a home and, to a lesser extent, new home construction. In turn,response to increasing inflation, the U.S. Federal Reserve began to raise interest rates in March 2022 and continued to do so through July 2023, contributing to negative existing home sales for over two years. We believe such inflationary pressure has impacted consumer behavior during 2023, particularly in the U.S. housing market and as a result of elevated mortgage rates and higher home prices. Rising interest rates and any such shift in consumer behavior may adversely affect the demand for existing homes, remodeling, and new home construction. In addition, existing home sales, remodeling, and new home construction depend on a number of other factors that are beyond our control, including interest rates,inflation, tax policy, trade policy, employment levels, consumer confidence, credit availability, real estate prices, home-price appreciation, existing home sales, demographic trends, weather conditions, natural disasters, geopolitical or public safety conditions and general economic conditions. In particular:

·

the national economy or any regional or local economy where we operate could weaken;

interest rates and inflation could continue to rise or remain at high levels, undermining consumer confidence and eroding discretionary income; home-price appreciation could slow or turn negative; and regions where we have stores could be impacted by hurricane, fire, or other natural disasters (including those due to the effects of climate change such as increased storm severity, drought, wildfires, and potential flooding due to rising sea levels and storm surges).

·

home‑price appreciation could slow or turn negative;

·

regions where we have stores could experience unfavorable demographic trends;

·

interest rates could rise;

·

credit could become less available;

·

tax rates and/or health care costs could increase; or

·

fuel costs or utility expenses could increase.

AnyWe believe any one or a combination of these factors has resulted, and could continue to result in, decreased demand for our products, reducereduced spending on homebuilding or remodeling of existing homes or causecaused purchases of new and existing homes to decline. While the vast majority of our net sales are derived from home remodeling activity as opposed to new home construction, athe decrease in any of these areas wouldhas adversely affected and could continue to adversely affect our business, financial condition, and operating results.

Any failure by us to successfully anticipate trends may lead to loss of consumer acceptance of our products, resulting in reduced net sales.

Each of our stores is stocked with a customized product mix based on consumer demands in a particular market. Our success therefore depends on our ability to anticipate and respond to changing trends and consumer demands in these markets in a timely manner. If we fail to identify and respond to emerging trends, consumer acceptance of our merchandise and our image with current or potential customers may be harmed, which could reduce our net sales. Additionally, if we misjudge market trends, we may significantly overstock unpopular products, incur excess inventory costs and be forced to reduce the sales price of such products or incur inventory write‑downs, which would adversely affect our operating results. Conversely, shortages of products that prove popular could also reduce our net sales through missed sales and a loss of customer loyalty.

If we fail to successfully manage the challenges that our planned new store growth poses or encounter unexpected difficulties or higher costs during our expansion, our operating results and future growth opportunities could be adversely affected.

We have 83 warehouse‑format221 warehouse-format stores and one small‑formatfive small-format standalone design centerstudios located throughout the United States as of December 28, 2017.2023. We plan to open 17 stores during fiscal 2018 and to increase the number ofcontinue opening new stores that we open during each offor the next several years thereafter.years. This growth strategy and the investment associated with the development of each new store may cause our operating results to fluctuate and be unpredictable or decrease our profits. We cannot ensure that store locations will be available to us, or that they will be available on terms acceptable to us. If additional retail store locations are unavailable on acceptable terms, we may not be able to carry out a significant part of our growth strategy or our new stores’ profitability may be lower. Certain of our new store openings are expected to be smaller stores in smaller markets. We have limited experience executing this strategy, and we cannot guarantee that we will be successful in this strategy. Our future operating results and ability to grow will depend on various other factors, including our ability to:

·

successfully select of new markets and store locations;

·

negotiate leases on acceptable terms;

·

attract, train and retain highly qualified managers and staff;

·

maintain our reputation of providing quality, safe and compliant products; and

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successfully select new markets and store locations; attract, train and retain highly qualified managers and staff; maintain our reputation of providing quality, safe and compliant products; and manage store opening costs, including rising construction costs and costs due to delays in obtaining necessary permits and completing construction.

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·

manage store opening costs.

In addition, stores opened in new markets have had, and many continue to have, higher construction, occupancy and operating costs than stores opened in the past, and such stores may have lower profitability than stores opened in the past. In addition, laws or regulations in these new markets may make opening new stores more difficult or cause unexpected delays. For example, we have experienced unexpected delays in opening new stores due to delays in obtaining necessary construction and occupancy permits, which have resulted in higher costs than previously anticipated. As we continue to open new stores, the ultimate cost of future store openings could continue to rise significantly due to construction-related or other reasons, including construction and other delays and cost overruns, such as shortages of materials, shortages of skilled labor or work stoppages, unforeseen construction, scheduling, engineering, environmental or geological problems, governmental or permitting delays, weather interference, fires or other casualty losses and unanticipated cost increases. We cannot guarantee that any project will be completed on time, and delays in store openings have had, and may continue to have, a negative impact on our business and operating results. In addition, consumers in new markets may be less familiar with our brand, and we may need to increase brand awareness in such markets through additional investments in advertising or high cost locations with more prominent visibility. Stores opened in new markets

As a result of these factors and other factors that may have higher construction, occupancy or operating costs, or may have lower net sales, than stores opened in the past. In addition, laws or regulations in these new markets may make opening new stores more difficult or cause unexpected delays. Newlybe outside of our control, newly opened stores may not succeed or may reach profitability more slowlyat all, or may be slower to reach profitability than we expect, and the ramp‑up to profitability may become longer in the future as we enter moreexpect. Future markets and add stores to markets where we already have a presence. Future markets andnewly opened stores may not be successful and, even if they are successful, our comparable store sales may not increase at historical rates.rates or may decrease. To the extent that we are not able to overcome these various challenges, our operating results and future growth opportunities could be adversely affected.

Furthermore, we may incur costs associated with the closure of underperforming stores, and such store closures may adversely impact our revenues.

If we are unable to enter into leases for additional stores on acceptable terms or renew or replace our current store leases, or if one or more of our current leases is terminated prior to expiration of its stated term and we cannot find suitable alternate locations, our growth and profitability could be adversely affected.
We currently lease the majority of our store locations and our store support center. Our growth strategy largely depends on our ability to identify and open future store locations, which can be difficult because our warehouse-format stores in major metropolitan markets generally require at least 60,000 square feet of floor space. Our ability to negotiate acceptable lease terms for these store locations, to re-negotiate acceptable terms on expiring leases or to negotiate acceptable terms for suitable alternate locations depends on conditions in the real estate market, competition for desirable properties, our relationships with current and prospective landlords, and on other factors that are not within our control. We also intend to purchase the real property for a small number of new locations, and such strategy may not be successful. Any or all of these factors and conditions could adversely affect our growth and profitability.
Any failure by us to successfully anticipate trends may lead to loss of consumer acceptance of our products, resulting in reduced net sales.
Each of our stores is stocked with a localized product mix based on consumer demands in a particular market. Our success depends on our ability to anticipate and respond to changing trends and consumer demands in these markets in a timely manner. Our ability to accurately forecast demand for our products could be affected by many factors. If we fail to identify and respond to emerging trends, consumer acceptance of our merchandise and our image with current or potential customers may be harmed, which could reduce our net sales. Additionally, if we misjudge market trends, we may significantly overstock unpopular products, incur excess inventory costs and be forced to reduce the sales price of such products or incur inventory write-downs, which would adversely affect our operating results. Conversely, shortages of products that prove popular could also reduce our net sales through missed sales and a loss of customer loyalty.
Increased competition could cause price declines, decrease demand for our products and decrease our market share.

We operate in the hard surface flooring industry, which is highly fragmented and competitive. We face competition from large home improvement centers, national and regional specialty flooring chains, Internet‑based companies and independent flooring retailers.retailers, and internet-based companies. Among other things, we compete on the basis of breadth of product assortment, low prices, and the in‑storein-store availability of the products we offer in project‑readyjob-lot quantities, as well as the quality of our products and customer service. As we expand into new and unfamiliar markets, we may experience different competitive conditions than in the past.

Some of our competitors are organizations that are larger, are better capitalized, have existed longer, have product offerings that extend beyond hard surface flooring and related accessories and have a more established market presence with substantially greater financial, marketing, delivery, customer loyalty, personnel and other resources than we have. In addition, while the hard surface flooring category has a relatively low threat of new internet‑only entrants due to the nature of the product, the growth opportunities presented by e‑commerce could outweigh these challenges and result in increased competition. Competitors may forecast market developments more accurately than we do, offer similar products at a lower cost, have better delivery offerings, or adapt more quickly to new trends and technologies or evolving customer requirements than we do. Further, because the barriers to entry into the hard surface flooring industry are relatively low, manufacturers and suppliers of flooring and related products, including those whose products we currently sell, could enter the market and start directly competing with us. Intense competitive pressures from any of our present or future competitors could cause price declines, decrease demand for our products and decrease our market share. Also, if we continue to grow and become more well‑known,well-known, other companies may change their strategies to present new competitive challenges. Moreover, in the future, changes in consumer preferences may cause hard surface flooring to become less popular than other types
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All of these factors may harm us and adversely affect our net sales, market share, and operating results.

Our operating results may be adversely affected if we do not successfully manage our inventory.
We currently maintain a high level of inventory in order to have a broad assortment of products across a wide variety of hard surface flooring categories in job-lot quantities, with inventory per warehouse-format store consisting of on average approximately 4,500 SKUs and approximately $3.0 million of inventory at cost as of December 28, 2023. We also carry an additional $507.8 million of inventory outside our stores, primarily at our distribution centers, as of the end of fiscal 2023. The investment associated with this high level of inventory is substantial, and as we continue to broaden our supplier base we increase the number of SKUs and investments associated with inventory. If we fail to adequately project the amount or mix of our inventory, we may miss sales opportunities or have to take unanticipated markdowns or hold additional clearance events to dispose of excess inventory, which will adversely affect our operating results.
In the past, we have incurred costs associated with inventory markdowns and obsolescence. Due to the likelihood that we will continue to incur such costs in the future, we generally include an allowance for such costs in our projections. However, the costs that we actually incur may be substantially higher than our estimate and adversely affect our operating results.
Any disruption in our distribution capabilities, supply chain or our related planning and control processes may adversely affect our business, financial condition, and operating results.

Our success is highly dependent on our planning and distribution infrastructure, which includes the ordering, transportation, and distribution of products to our stores and the ability of suppliers to meet distribution requirements. We also need to ensure that we continue to identify and improve our processes and supply chain and that our distribution infrastructure and supply chain keep pace with our anticipated growth and increased number of stores. The cost of these enhanced processes could be significant and any failure to maintain, grow, or improve them could adversely affect our business, financial condition, and operating results. Due to our rapid expansion, we have hadcontinue to significantly increaseadd distribution centers as needed to support our operations. Increasing the size of our distribution centers. Based on our growth intentions we plan to addcenters and adding additional distribution centers or increase the size of our existing distribution centers in the future. Increasing the size of our distribution centers may decrease the efficiency of our distribution costs.

We took over management of our four distribution centers in 2014 from independent third‑party logistics providers. We have limited experience managing

If we are not able to manage our distribution centers successfully, it could adversely affect our business, financial condition, and cannot assure you thatoperating results. As we will be successful in doing so.

In addition, we recently constructed a new 1.4 million square footcontinue to add distribution center near Savannah, Georgia. We recently closed our distribution center near Savannah, Georgia, are in the process of closing our distribution center in Miami, Florida and are moving those operations to our new facility near Savannah. While we complete this transition,centers, we may incur unexpected costs, and

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our ability to distribute our products may be adversely affected. Any disruption in the transition to and from or operation of our distribution centers could have an adverse impact on our business, financial condition, and operating results.

A disruption within our logistics or supply chain network could adversely affect our ability to deliver inventory in a timely manner, which could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation. In recent years, global ports, trade lanes, and U.S. ports have been impacted by capacity constraints, port congestion and delays, periodic labor disputes, security issues, weather-related events, and natural disasters. Disruptions to our supply chain due to any of the factors listed above could negatively impact our financial performance or financial condition.
In addition, our long‑term plan expects that we will be able to sublet a portion of our previously occupied distribution centers. Any failure to do so on favorable terms could have a negative impact on our financial condition and operating results.

Our success is also dependent on our ability to provide timely delivery to our customers. Our business could also be adversely affected if fuel prices increase or there are delays in product shipments due to freight difficulties, inclement weather, strikes by our employeesassociates or employeesassociates of third‑third parties involved in our supply chain, or other difficulties. If we are unable to deliver products to our customers on a timely basis, they may decide to purchase products from our competitors instead of from us, which would adversely affect our business, financial condition, and operating results.

Our operating results may be adversely affected by fluctuationsincreases in materialwholesale prices of products, materials and energytransportation costs beyond our control.

control, including increases in costs due to inflation.

Our operating results may be affected by the wholesale prices of hard surface flooring products, setting and installation materials, and the related accessories that we sell. These prices may fluctuateincrease based on a number of factors beyond our control, including the price of raw materials used in the manufacture of hard surface flooring, transportation costs, energy costs, changes in supply and demand, concerns about inflation, general economic conditions, labor costs, competition, import duties, tariffs, currency exchange rates, government regulation, the impact of natural disasters (including those due to the effects of climate change), duty and other import costs. In particular, energy costs have fluctuated dramatically inA material component of the past and may fluctuate in the future. These fluctuations may result in an increase incost of our product includes transportation costs for distributionto move the product from the manufacturer to our distribution centers and from our distribution centers to our retail stores, utility costs for our distribution centers and retail stores, and overallthere have been recent capacity constraints. These costs to purchase products from our suppliers.

could increase and have a material impact on inventory and cost of sales. We may not be able to adjust the prices of our products, especially in the short‑term,short-term, to recover these cost increases, and a continual rise in such costs could adversely affect consumer spending and demand for our products, which could adversely affect our business, financial condition, and increaseoperating results.

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Our success depends substantially upon the continued retention of our operating costs, bothkey personnel, including our executive officers.
We believe that our success has depended and continues to depend to a significant extent on the efforts and abilities of our key personnel, including our executive officers, and the loss of the services of one or more of our executive officers could have a material adverse effect on us and would be potentially disruptive to our business until such time as a suitable replacement is hired. For example, in August 2023, Brian Robbins, who initially joined the Company in 2013 and served as our Executive Vice President, Business Development Strategy since 2018, indicated his intent to leave the company effective March 1, 2024. In addition, effective as of November 2022, we promoted Trevor Lang, previously our Executive Vice President and Chief Financial Officer, as our new President, and Bryan Langley, previously our Senior Vice President, Finance, as our new Executive Vice President and Chief Financial Officer. Although these transitions have been smooth, any future changes to our key personnel, including our executive officers, or our failure to engage in effective succession planning may be disruptive to our business, including by distracting management from our core business and effective employee productivity. Further, we may have difficulty identifying, attracting and integrating new executives to replace any losses of our existing executive officers, all of which could adversely affect our business, financial condition, and operating results.

The ongoing impact of recent hurricanes

Our success depends upon our ability to attract, hire, train, and related floodingretain highly qualified managers and staff.
Our success depends in part on our businessability to attract, hire, train and retain qualified managers and staff. Purchasing hard surface flooring is currently unknown.

In September 2017, hurricanes Harveyan infrequent event for consumers, and Irma caused damage to thousands of homesthe typical consumer in as well as disruption and delays to the local economiesthese groups has limited knowledge of the greater Houston arearange, characteristics and throughoutsuitability of the stateproducts available before starting the purchasing process. Therefore, consumers in the hard surface flooring market expect to have sales associates serving them who are knowledgeable about the entire assortment of Florida. The hurricanes and associated flooding negatively impacted our results duringproducts offered by the third quarter of fiscal 2017, resulting in over 150 total days of store closures including both full and partial store closures at 24 impacted stores.

As home and business owners rebuild from the hurricanesretailer and the associated flooding,process of choosing and installing hard surface flooring.

Each of our stores is managed by a store manager who has the flexibility (with the support of regional managers) to use his or her knowledge of local market dynamics to customize each store in a way that is most likely to increase net sales and profitability. Our store managers are also expected to anticipate, gauge and quickly respond to changing consumer demands in these markets. Further, it generally takes a substantial amount of time for our store managers to develop the entrepreneurial skills that we expect them to have seen anin order to make our stores successful.
Any failure by us to attract, hire, train, and retain highly qualified managers and staff could adversely affect our operating results and future growth opportunities, and any increased labor costs due to competition, increased minimum wage (including various federal, state, and local actions to increase minimum wages), associate benefit costs, unionization activity, or other factors would adversely impact our operating expenses.
Labor activities could cause labor relations difficulties for us.
Currently none of our associates are represented by a union; however, our associates have the right at any time to form or affiliate with a union, and in sales2023, certain of our subsidiary’s associates attempted to form a union in a small location operated by that subsidiary. Although such unionization attempt was unsuccessful, as we continue to grow, enter different regions and operate distribution centers, unions may continue to attempt to organize all or part of our associate base at certain stores or distribution centers within certain regions. We cannot predict the Houston market beginningadverse effects that any future organizational activities will have on us. If we were to become subject to work stoppages, we could experience disruption in Septemberour operations and increases in our labor costs, either of fiscal 2017. While it is uncertain how long the elevated demand will last, we do not expect it to continue beyond the third quarter of fiscal 2018. We do not believe such increase is indicative ofwhich could adversely affect our business, financial condition, and future operating results. Additionally, it is uncertain what impact
We procure the hurricanes will havemajority of our products from suppliers located outside of the United States, and as a result, we are subject to risks associated with obtaining products from abroad that could adversely affect our business, financial condition and results of operations.
We procure the majority of our products from suppliers located outside of the United States. As a result, we are subject to risks associated with obtaining products from abroad, including the imposition of new or different duties (including antidumping and countervailing duties), tariffs, taxes and/or other charges on longer term trends in home remodeling and new constructionexports or imports, including as a result of errors in the impacted marketsclassification of products upon entry or changes in the interpretation or application of rates or regulations relating to the import or export of our products; political unrest, acts of war, terrorism and howeconomic instability resulting in the disruption of trade from foreign countries where our products originate; disruption due to the public health crises; currency exchange fluctuations; the imposition of new or more stringent laws and regulations, including those relating to environmental, health and safety matters and climate change issues, labor conditions, quality and safety standards, trade restrictions, and restrictions on funds transfers; the risk that one or more of our suppliers will not adhere to applicable legal requirements, including fair labor standards, the prohibition on child labor, environmental, product safety or manufacturing safety standards, anti-bribery and anti-kickback laws such as the Foreign Corrupt Practices Act (the “FCPA”) and sourcing laws such as the Lacey Act; disruptions or delays in production, shipments, delivery or processing through ports of entry (including those resulting from strikes, lockouts, work-stoppages or slowdowns, or other forms of labor unrest).
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Additionally, approximately 25% of the products we sold in fiscal 2023 were produced in China. The Chinese government has in the past imposed restrictions on manufacturing facilities, including a shut-down of transportation of materials and power plants to reduce air pollution. If, in the future, restrictions are imposed that include our operations, our suppliers’ ability to supply current or new orders would be significantly impacted. These and other factors beyond our control could disrupt the ability of our suppliers to ship certain products to us cost-effectively or at all, expose us to significant operational and legal risk and negatively affect our reputation, any suchof which could adversely affect our business, financial condition and results of operations.
Rising geopolitical tensions and U.S. policies related to global trade and tariffs, including with respect to antidumping and countervailing duties, could adversely affect our business, financial condition and results of operations.
The current domestic and international political environment, including existing and potential changes wouldto U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. In particular, the ongoing trade dispute between the U.S. and China has resulted in the U.S. imposing tariffs of 25% on the vast majority of the products we import from China. Approximately 25% of the products we sold in fiscal 2023 were produced in China. Any further expansion in the types or levels of tariffs implemented on China or other countries has the potential to negatively impact our business, financial condition and operating results. 

Our future successresults of operations. Additionally, there is dependenta risk that the U.S. tariffs on imports are met with tariffs on U.S. produced exports and that a further trade conflict could ensue, which has the potential to significantly impact global trade and economic conditions, including the imposition of new measures with little notice. Potential costs and any attendant impact on pricing arising from these tariffs and any further expansion in the types or levels of tariffs implemented could require us to modify our ability to executecurrent business practices and could adversely affect our business, strategyfinancial condition, and results of operations.

In addition, the U.S. government has imposed import restrictions under the withhold release orders for goods from the Xinjiang Uyghur Autonomous Region and under the Uyghur Forced Labor Prevention Act, which effectively prohibits imports of any goods made either wholly or in part in Xinjiang, which may induce greater supply chain compliance costs and deliver valuedelays to us and to our customers.

We believe our future success will dependsuppliers. The law prohibits “the importation of goods made with forced labor” unless U.S. Customs and Border Protection determines, based on our ability“clear and convincing evidence” that the goods in question were not produced “wholly or in part by forced labor” and submits a report to execute our business strategy effectively and deliver value to our customers. Wethe U.S. Congress setting out its findings. While we do not believe that our breadthsuppliers source materials from Xinjiang for the products they sell to us, certain of product assortment acrossour products, including luxury vinyl plank, have been subject to detentions and inquires. While such detentions and inquiries have not had a material impact on our business as of December 28, 2023, continued detentions, withhold release orders, inquiries, or other policy developments could result in shortages, delays, and/or price increases that could disrupt our own supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations. While we have developed multiple supply sources in a variety of hard surface flooring categories, low prices,countries and in‑store availabilitybelieve our vendor compliance program reflects our commitment to a supply chain free of the productsforced labor, we offer in project‑ready quantities, as well as the quality of our products and customer service, are among the key competitive advantages and important elements of our total value proposition. If we are unsuccessful in staying competitive with our current value proposition, the demand for our products would decrease, and customers may decide to purchase products from our competitors instead of us. If this were to occur, our net sales, market share and operating results would be adversely affected.

Our operating results may be adversely affected if we are not successful in managing our inventory.

We currently maintain a high level of inventory consisting of on average approximately 3,600 SKUs per store and an average inventory per store of approximately $2.5 million at cost in order to have a broad assortment of products across a wide variety of hard surface flooring categories in project‑ready quantities. We also carry an additional $143.3 million of inventory outside our stores,

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primarily at our distribution centers, as of the end of fiscal 2017. The investment associated with this high level of inventory is substantial, and efficient inventory management is a key component of our business success and profitability. If we fail to adequately project the amount or mix of our inventory, we may miss sales opportunities or have to take unanticipated markdowns or hold additional clearance events to dispose of excess inventory, which will adversely affect our operating results.

In the past, we have incurred costs associated with inventory markdowns and obsolescence. Due to the likelihood that we will continue to incur such costs in the future, we generally include an allowance for such costs in our projections. However, the costs that we actually incur may be substantially higher than our estimate and adversely affect our operating results.

We continue to focus on ways to reduce these risks, but we cannot assure you that we will be successful in our inventory management.

Our operating results maycould still be adversely affected by inventory shrinkage and damage.

We are subjectincreases in our costs, negative publicity related to the risk of inventory shrinkage and damage, including the damage or destruction of our inventory by natural disastersindustry, or other causes. We have experienced charges in the past, and we cannot assure you that the measures we are taking will effectively address the problem of inventory shrinkage and damage in the future. Although some level of inventory shrinkage and damage is an unavoidable cost of doing business, we could experience higher‑than‑normal rates of inventory shrinkage and damage or incur increased security and other costsadverse consequences to combat inventory theft and damage. If we are not successful in managing our inventory balances, our operating results may be adversely affected.

If we are unable to enter into leases for additional stores on acceptable terms or renew or replace our current store leases, or if one or more of our current leases is terminated prior to expiration of its stated term, and we cannot find suitable alternate locations, our growth and profitability could be adversely affected.

We currently lease all of our store locations and our store support center. Our growth strategy largely depends on our ability to identify and open future store locations, which can be difficult because our stores generally require at least 50,000 square feet of floor space. Our ability to negotiate acceptable lease terms for these store locations, to re‑negotiate acceptable terms on expiring leases or to negotiate acceptable terms for suitable alternate locations could depend on conditions in the real estate market, competition for desirable properties, our relationships with current and prospective landlords, or on other factors that are not within our control. Any or all of these factors and conditionsbusiness.

Rising geopolitical tensions also could adversely affect our growthbusiness, financial condition, and profitability.

If we are unableresults of operations. In particular, in recent years, tensions between mainland China and Taiwan have further escalated, with China accelerating the development of military capabilities in order to enter into leases“reunite Taiwan by force.” In case of a military conflict between China and Taiwan, our ability to expand our existing store support center and we cannot find suitable alternate locations at an acceptable cost, our financial resultsimport products from China could be adversely affected.

The lease forlimited. Similarly, the ongoing war between Russia and Ukraine could escalate and impact our current store support centerability to import products from Europe, including due to further increases in Smyrna, Georgia, which serves asenergy costs, and attacks on shipping in the Red Sea could increase our corporate headquarters, only provides sufficient space to support our projected growth through 2019. We are exploring various alternatives, but if we cannot find an acceptable solution, our financial results could be adversely effected. 

supply chain costs.

Our net sales growth could be adversely affected if comparable store sales have become negative, and in the future our comparable store growth ismay be less than we expect.

Whileexpect, which has had and may continue to have a negative impact on our net sales, business, financial condition, and operating results.

Our comparable store sales decreased 7.1% for the fiscal year ended December 28, 2023 compared to an increase of 9.2% for the fiscal year ended December 29, 2022, primarily due to decreased consumer demand for the products we sell. This decrease in comparable store sales has had a negative impact on our net sales for the fiscal year ended December 28, 2023, and while future net sales growth will depend substantially on our plans for new store openings, our comparable store sales growth is a significant driver of our net sales, profitability, cash flow, and overall business results. Because numerous factors affect our comparable store sales growth, including, among others, economic conditions, the retail sales environment, the home improvement spending environment, housing turnover, housing appreciation, interest rates, the hard surface flooring industry and the impact of competition, the ability of our customers to obtain credit, changes in our product mix, the in‑stock availability of products that are in demand, changes in staffing at our stores, cannibalization resulting from the opening of new stores in existing markets, greater cannibalization than we modeled for new stores, lower than expected ramp‑up in new store net sales, changes in advertising and other operating costs, weather conditions, retail trends and our overall ability to execute our business strategy and planned growth effectively, it is possible that we will not achieve our targeted comparable store sales growth or that the change in comparable store sales could continue to be negative. If this were to happen,trend continues, it is likely that overall net sales growth would be adversely affected.

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affected, which could have a negative impact on our business, financial condition, and operating results.

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If we fail to identify and maintain relationships with a sufficient number of suppliers, our ability to obtain products that meet our high quality standards at attractive prices could be adversely affected.

We purchase flooring and other products directly from suppliers located around the world. We do not have long‑term contractual supply agreements with our suppliers that obligate them to supply us with products exclusively or at specified quantities or prices. As a result, our current suppliers may decide to sell products to our competitors and may not continue selling products to us. In order to retain the competitive advantage that we believe results from these relationships, we need to continue to identify, develop and maintain relationships with qualified suppliers that can satisfy our high standards for quality and safety and our requirements for delivery of flooring and other products in a timely and efficient manner at attractive prices. The need to develop new relationships will be particularly important as we seek to expand our operations and enhance our product offerings in the future. The loss of one or more of our existing suppliers or our inability to develop relationships with new suppliers could reduce our competitiveness, slow our plans for further expansion and cause our net sales and operating results to be adversely affected.

We will require significant capital to fund our expanding business, which may not be available to us on satisfactory terms or at all. If we are unable to maintain sufficient levels of cash flow or if we do not have sufficient availability under the ABL Facility, we may not meet our growth expectations or we may require additional financing, which could adversely affect our financial health and impose covenants that limit our business activities.

We plan to continue investing for growth, including opening new stores, remodeling existing stores, adding staff, adding distribution center capacity and upgrading our information technology systems and other infrastructure. These investments will require significant capital, which we plan on funding with cash flow from operations and borrowings under the ABL Facility (as defined below).

If our business does not generate sufficient cash flow from operations to fund these activities or if these investments do not yield cash flows in line with past performance or our expectations, we may need additional equity or debt financing. If such financing is not available to us, or is not available on satisfactory terms, our ability to operate and expand our business or respond to competitive pressures would be curtailed, and we may need to delay, limit or eliminate planned store openings or operations or other elements of our growth strategy. If we raise additional capital by issuing equity securities or securities convertible into equity securities, your ownership would be diluted.

We depend on a number of suppliers, and any failure by any of them to supply us with quality products on attractive terms and prices may adversely affect our business, financial condition, and operating results.

We depend on our suppliers to deliver quality products to us on a timely basis at attractive prices. Additionally, we source the products that we sell from over 180240 domestic and international suppliers. However,Although we purchase from a diverse supplier base, purchases from our largest supplier, which has substantial operations in the future,China, accounted for approximately 13% of our net sales in fiscal 2023. No other singular vendor supplied products representing more than 10% of net sales in fiscal 2023. If we may not be ableare unable to acquire desired merchandise in sufficient quantities on terms acceptable to us, which mayor if we experience a change in business relationship with any of our major suppliers, it could impair our relationship with our customers, impair our ability to attract new customers, reduce our competitiveness, and adversely affect our business, financial condition, and operating results.

Changes in tax laws, trade policies and regulations

Additionally, we provide certain of our suppliers access to supply chain financing arrangements with financial institutions with whom we have relationships. The terms of such supply chain financing arrangements could be modified or incanceled by such financial institutions at any time. If such programs are modified or cancelled, our operations and newly enacted laws or regulations, such as Public Law No. 115-97 (the “Tax Cuts and Jobs Act”), may impact our effective tax rate or may adversely affect our business, financial condition and operating results.

Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could result in an unfavorable change in our effective tax rate, which could adversely affect our business, financial condition and operating results.

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act, which significantly changed the Internal Revenue Code, including a reduction in the corporate income tax rate, new limitations on the deductibility of interest expense and executive compensation, and dramatic changes to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Cuts and Jobs Act also authorizes the Treasury Department to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax Cuts and Jobs Act, or regulations or other guidance issued under it, might affect us or our business.

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Moreover, subsequent developments in tax policy or trade relations could have a material adverse effect on our business, results of operations and liquidity. If there are any adverse changes in tax laws or trade policies that result in an increase in our costs, wesuppliers may not be able to adjust the pricesobtain alternate financing at all or on acceptable terms. If our suppliers experience difficulty obtaining financing, it may result in delays or non-delivery of shipments of our products especially in the short-term,or require us to recover such costs, andpay our suppliers more quickly, which would have a rise in such costs could adversely affectnegative impact on our business, financial condition and operating results. 

liquidity.

The failure of our suppliers to adhere to the quality standards that we set for our products could lead to investigations, litigation, write‑offs,write-offs, recalls or boycotts of our products, which could damage our reputation and our brand, increase our costs, and otherwise adversely affect our business.

We do not control the operations of our suppliers. Although we conduct initial due diligence prior to engaging our suppliers and require our suppliers to certify compliance with applicable laws and regulations, we cannot guarantee that our suppliers will comply with applicable laws and regulations or operate in a legal, ethical and responsible manner. Additionally, it is possible that we may not be able to identify noncompliance by our suppliers notwithstanding these precautionary measures. Violation of applicable laws and regulations by our suppliers or their failure to operate in a legal, ethical or responsible manner, could expose us to legal risks, cause us to violate laws and regulations and reduce demand for our products if, as a result of such violation or failure, we attract negative publicity. In addition, the failure of our suppliers to adhere to the quality standards that we set for our products could lead to government investigations, litigation, write‑offswrite-offs and recalls, which could damage our reputation and our brand, increase our costs, and otherwise adversely affect our business.

We procure the majority of our products from suppliers located outside of the United States, and as a result, we are subject to risks associated with obtaining products from abroad that could adversely affect our business, financial condition and results of operations.

We procure the majority of our products from suppliers located outside of the United States. As a result, we are subject to risks associated with obtaining products from abroad, including:

·

political unrest, acts of war, terrorism and economic instability resulting in the disruption of trade from foreign countries where our products originate;

·

currency exchange fluctuations;

·

the imposition of new or more stringent laws and regulations, including those relating to environmental, health and safety matters and climate change issues, labor conditions, quality and safety standards, trade restrictions and restrictions on funds transfers;

·

the imposition of new or different duties (including antidumping and countervailing duties), tariffs, taxes and/or other charges on exports or imports, including as a result of errors in the classification of products upon entry or changes in the interpretation or application of rates or regulations relating to the import or export of our products;

·

the risk that one or more of our suppliers will not adhere to applicable legal requirements, including fair labor standards, the prohibition on child labor, environmental, product safety or manufacturing safety standards, anti‑bribery and anti‑kickback laws such as the Foreign Corrupt Practices Act (the “FCPA”) and sourcing laws such as the Lacey Act;

·

disruptions or delays in production, shipments, delivery or processing through ports of entry (including those resulting from strikes, lockouts, work‑stoppages or slowdowns, or other forms of labor unrest);

·

changes in local economic conditions in countries where our suppliers are located; and

·

differences in product standards, acceptable business practice and legal environments.

Additionally, we import approximately 45% of the products we sell from China. The Chinese government has in the past imposed restrictions on manufacturing facilities, including a shut‑down of transportation of materials and power plants to reduce air pollution. If, in the future, restrictions are imposed that include our operations, our suppliers’ ability to supply current or new orders would be significantly impacted. These and other factors beyond our control could disrupt the ability of our suppliers to ship certain

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products to us cost‑effectively or at all, expose us to significant operational and legal risk and negatively affect our reputation, any of which could adversely affect our business, financial condition and results of operations.

Our ability to offer compelling products, particularly products made of more exotic species or unique stone, depends on the continued availability of sufficient suitable natural products.

Our business strategy depends on offering a wide assortment of compelling products to our customers. We sell, among other things, flooring made from various wood species and natural stone from quarries throughout the world. Our ability to obtain an adequate volume and quality of hard‑to‑findhard-to-find products depends on our suppliers’ ability to furnish those products, which, in turn, could be affected by many things, including events such as forest fires, insect infestation, tree diseases, prolonged drought, other adverse weather and climate conditions and the exhaustion of stone quarries. Government regulations relating to forest management practices also affect our suppliers’ ability to harvest or export timber and other products, and changes to regulations and forest management policies, or the implementation of new laws or regulations, could impede their ability to do so. If our suppliers cannot deliver sufficient products, and we cannot find replacement suppliers, our net sales and operating results may be adversely affected.

The effects of weather conditions, natural disasters or other unexpected events, including public health crises, may disrupt our operations and have a negative impact on our business.
The effects of global climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, or the occurrence of unexpected events including wildfires, tornadoes, hurricanes, earthquakes, floods, tsunamis and other severe hazards could adversely affect our business, financial condition, results of operations and cash flows. Extreme weather, natural disasters, power outages or other unexpected events could disrupt our operations by impacting the availability and cost of materials needed for manufacturing, causing physical damage and partial or complete closure of our manufacturing sites, retail stores, store support center or distribution centers, loss of human capital, temporary or long-term disruption in the manufacturing and supply of products and services and disruption in our ability to deliver products and services to customers. These events and disruptions could also adversely affect our customers’ and suppliers’ financial condition or ability to operate, resulting in reduced customer demand, delays in payments received or supply chain disruptions, including adverse effects on our ability to stock our stores and deliver products to our customers. Further, these events and disruptions could increase insurance and other operating costs, including impacting our decisions regarding construction of new facilities to select areas less prone to climate change risks and natural disasters, which could result in indirect financial risks passed through the supply chain or other price modifications to our products and services.
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Public health crises in the U.S. or countries where we source or sell products could adversely affect our operations and financial performance. Further, any national, state or local government mandates or other orders taken to minimize the spread of a public health crisis could restrict our ability to conduct business as usual, as well as the business activities of our key customers and suppliers, including the potential for labor shortages. In particular, the ultimate extent of the impact of any epidemic, pandemic or other public health crisis on our business, financial condition and results of operations will depend on future developments which are highly uncertain and cannot be predicted, including new information that may emerge concerning the duration and severity of such public health crisis, actions taken to contain or prevent their further spread and the pace of global economic recovery following containment of the spread.
We will require significant capital to fund our expanding business and service our existing indebtedness, and such capital may not be available to us on satisfactory terms or at all. If we are unable to maintain sufficient levels of cash flow or if we are unable to meet our debt service obligations under our Credit Facilities, we may not meet our growth expectations or we may require additional financing, which could adversely affect our financial health and impose covenants that limit our business activities.
We plan to continue investing for growth, including opening new stores, remodeling existing stores, adding staff, adding distribution center capacity, upgrading our information technology systems and other infrastructure, and strategic acquisitions. These investments will require significant capital, which we plan on funding with cash flow from operations and borrowings under our $800.0 million asset based revolving credit facility (the “ABL Facility”).
If our business does not generate sufficient cash flow from operations to fund these activities or if these investments do not yield cash flows in line with past performance or our expectations, we may need additional equity or debt financing. If such financing is not available to us, or is not available on satisfactory terms, our ability to operate and expand our business or respond to competitive pressures would be curtailed, and we may need to delay, limit or eliminate planned store openings or operations or other elements of our growth strategy. If we raise additional capital by issuing equity securities or securities convertible into equity securities, our stockholders’ ownership would be diluted.
Further, our ability to pay interest on and principal of our debt obligations under our ABL Facility and our $202.4 million senior secured term loan facility (as amended to date, the “Term Loan Facility” and together with the ABL Facility, our “Credit Facilities”) will primarily depend upon our future operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments.
If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling our assets, reducing or delaying capital investments, or seeking to raise additional capital. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. From time to time, capital markets may experience periods of disruption and instability. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information.
Our business exposes us to personal injury, product liability and warranty claims and related governmental investigations, which could result in negative publicity, harm our brand and adversely affect our business, financial condition, and operating results.

Our stores and distribution centers are warehouse environments that involve the operation of forklifts and other machinery and the storage and movement of heavy merchandise, all of which are activities that have the inherent danger of injury or death to employeesassociates or customers despite safety precautions, training and compliance with federal, state and local health and safety regulations. While we have insurance coverage in place in addition to policies and procedures designed to minimize these risks, we may nonetheless be unable to avoid material liabilities for an injury or death arising out of these activities.

In addition, we face an inherent risk of exposure to product liability or warranty claims or governmental investigations in the event that the use of our products is alleged to have resulted in economic loss, personal injury or property damage or violated environmental or other laws. If any of our products proves to be defective or otherwise in violation of applicable law, we may be required to recall or redesign such products. Further, in such instances, we mayproducts and be subject to legal action. We generally seek contractual indemnification from our suppliers. However, such contractual indemnification may not be enforceable against
In connection with the supplier, particularly because manyinstallation or delivery of our suppliersproducts, customers may engage third parties associated with us to enter their homes. In addition, we are located outside of the United States. Any personal injury, productpiloting in-home design services. While we believe we have appropriate indemnification and risk management practices in place, such activities involve liability or warranty claim made against us, whether or not it has merit, or governmental investigation related to our products, could be time‑consuming and costly to defend or respond to, may not be covered by insurance carried by us, could result in negative publicity, could harm our brand andreputational risk, which could adversely affect our business, financial condition and operating results. In addition, any negative publicity involving our suppliers, employees, and other parties who are not within our control could adversely affect us.

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Unfavorable allegations, government investigations and legal actions surrounding our products and us could harm our reputation, impair our ability to grow or sustain our business, and adversely affect our business, financial condition, and operating results.

We rely on our reputation for offering great value, superior service and a broad assortment of high‑quality,high-quality, safe products. If we become subject to unfavorable allegations, government investigations or legal actions involving our products or us, such circumstances could harm our reputation and our brand and adversely affect our business, financial condition, and operating results. If this negative impact is significant, our ability to grow or sustain our business could be jeopardized.

For example, a 60 Minutes segment that aired on March 1, 2015 alleged that another retailer of home flooring products sold flooring containing unsafe levels of formaldehyde. Flooring products that use formaldehyde resins, including laminate and engineered flooring, are subject to applicable laws and regulations governing formaldehyde emissions. The 60 Minutes segment alleged that the retailer’s products were falsely labeled as being compliant with the emissions standards of CARB. The report also suggested that the flooring could cause adverse health effects. The retailer became subject to numerous lawsuits and government investigations, including by the Consumer Products Safety Commission.

In December 2015, a similar lawsuit was filed as a putative nationwide class action against our subsidiary F&D. The lawsuit alleged that certain Chinese‑manufactured laminate flooring products sold by F&D were falsely labeled as compliant with formaldehyde emissions standards established by CARB. In June 2016, management believed a settlement of the case was both probable and estimable and accrued $14 million with respect to such case in the second quarter of fiscal 2016. During the third quarter

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of fiscal 2016, F&D reached an agreement with one of the manufacturers whose products were involved in the case to cover $3.5 million of our losses related to this lawsuit. We recorded the $3.5 million receivable as an offset to litigation settlement expenses. Legal expenses incurred in connection with the case were recorded in general & administrative expenses during the period in which they were incurred. In September 2016, F&D entered into a classwide settlement to resolve the lawsuit. The settlement class was defined as all end users of Chinese‑manufactured laminate flooring sold by F&D nationwide between January 1, 2012 and August 1, 2015. As part of the settlement, all settlement class members who did not exclude themselves from the settlement granted F&D a release of all claims arising out of or relating to their purchase of Chinese‑manufactured laminate flooring from F&D, with the exception of personal injury claims. The settlement did not involve an admission of liability by F&D. Seven members of the settlement class excluded themselves from the settlement. The settlement was granted final approval by the court on January 10, 2017.

Although the claims asserted against F&D in the December 2015 lawsuit have been resolved, we cannot predict whether we will face additional lawsuits that are not covered by the settlement or the release. If additional lawsuits are filed, we could incur significant costs, be liable for damages, be subject to fines, penalties, injunctive relief, criminal charges or other legal risks, which could reduce demand for our products and adversely affect our business, financial condition and operating results.

Negative publicity surrounding suchproduct matters, including publicity about other retailers, may harm our reputation and affect the demand for our products. In addition, if more stringent laws or regulations are adopted in the future, we may have difficulty complying with the new requirements imposed by such laws and regulations, and in turn, our business, financial condition, and operating results could be adversely affected. Moreover, regardless of whether any such changes are adopted, we may become subject to claims or governmental investigations alleging violations of applicable laws and regulations. Any such matter may subject us to fines, penalties, injunctions, litigation and/or potential criminal violations. Any one of these results could negatively affect our business, financial condition, and operating results and impair our ability to grow or sustain our business.

If we violate or are alleged to have violated environmental, health and safety laws and regulations, we could incur significant costs and other negative effects that could reduce demand for our products and adversely affect our business, financial condition, and operating results.

In addition to the applicable laws and regulations discussed above, certain

Certain portions of our operations are subject to laws and regulations governing the environmental protection of natural resources and health and safety, including formaldehyde emissions and the use, storage, handling, generation, transportation, treatment, emission, release discharge and disposal of certain hazardous materials and wastes. In addition, certain of our products are subject to laws and regulations relating to the importation, exportation, acquisition or sale of certain plants and plant products, including those illegally harvested, and the emissions of hazardous materials.

We operate our business in accordance with standards and procedures designed to comply with the applicable laws and regulations in these areas and work closely with our suppliers in order to comply with such laws and regulations. If we violate or are alleged to have violated these laws, we could incur significant costs, be liable for damages, experience delays in shipments of our products, be subject to fines, penalties, criminal charges or other legal risks, or suffer reputational harm, any of which could reduce demand for our products and adversely affect our business, financial condition, and operating results. In addition, there can
We, and our officers and directors and stockholders, have been and may be no assurance that such laws or regulations will not become more stringentthe target of securities-related litigation in the future, or that we will not incur additionalwhich could divert our management’s attention and resources, result in substantial costs, and have an adverse effect on our business, results of operations, financial condition and stock price.
We have been and may in the future in order to comply with such laws or regulations.

We are engaged in various legal actions, claims and proceedings arisingbe the target of securities-related litigation in the ordinary course of businessfuture. Litigation can divert our management’s attention and while we cannot predict the outcomes of such proceedingsresources, result in substantial costs, and other contingencies with certainty, this litigation and any potential future litigation could have an adverse impacteffect on us.

We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contract, product liabilities, intellectual property matters and employment related matters resulting from our business, activities. Asresults of operations, financial condition and stock price. We maintain director and officer insurance to mitigate the risks associated with most actionspotential claims; however, we are responsible for meeting certain deductibles under such as these, an estimate ofpolicies, and, in any possible and/or ultimate liability cannot always be determined. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Additionally,event, we cannot guaranteeassure you that wethe insurance coverage will not become engaged in additional legal actions,adequately protect us from all claims proceedings or governmental investigations in the future. Any such actionmade against us. There also may be adverse publicity associated with litigation that could result in negative publicity, harm tonegatively affect customer perception of our business and materially damage our reputation and adversely affect our business, financial condition and operating results.

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Labor activities could cause labor relations difficulties for us.

Currently nonethe value of our employeesbrand despite the fact that we deny the allegations or are represented by a union; however, our employees have the right at any time to form or affiliate with a union. As we continue to grow, enter different regions and operate distribution centers, unions may attempt to organize all or part of our employee base at certain stores or distribution centers within certain regions. We cannot predict the adverse effects that any future organizational activities will have on our business, financial condition and operating results. If we were to become subject to work stoppages, we could experience disruption in our operations and increases in our labor costs, either of which could adversely affect our business, financial condition and operating results.

ultimately found not liable.

Federal, state or local laws and regulations, or our failure to comply with such laws and regulations, could increase our expenses, restrict our ability to conduct our business and expose us to legal risks.

We are subject to a wide range of general and industry‑specificindustry-specific laws and regulations imposed by federal, state and local authorities in the countries in which we operate including those related to customs, foreign operations (such as the FCPA), truth‑in‑advertising,truth-in-advertising, consumer protection (such as the California Consumer Privacy Act and Telephone Consumer Protection Act), privacy, product safety (such as the Formaldehyde Standards in Composite Wood Products Act), the environment (such as the Lacey Act), import and export controls (such as the Uyghur Forced Labor Prevention Act), intellectual property infringement, zoning and occupancy matters as well as the operation of retail stores and distribution facilities. In addition, various federal and state laws govern our relationship with, and other matters pertaining to, our employees,associates, including wage and hour laws, laws governing independent contractor classifications, requirements to provide meal and rest periods or other benefits, family leave mandates, requirements regarding working conditions and accommodations to certain employees,associates, citizenship or work authorization and related requirements, insurance and workers’ compensation rules and anti‑discriminationanti-discrimination laws. In recent years, we and other parties in the flooring industry have been or currently are parties to litigation involving claims that allege violations of the foregoingthese laws, including claims related to product safety and patent claims. See “—Unfavorable allegations, government investigations and legal actions surrounding our products and us could harm our reputation and impair our ability to grow or sustain our business.” In addition, there has been an increase in the number of wage and hour class action claims that allege misclassification of overtime eligible workers and/or failure to pay overtime‑eligibleovertime-eligible workers for all hours worked, particularly in the retail industry.industry, and we are currently defending one such claim. Although we believe that we have complied with these laws and regulations, there is nevertheless a risk that we will become subject to additional claims that allege we have failed to do so. Any claim that alleges a failure by us to comply with any of the foregoingthese laws and regulations may subject us to fines, penalties, injunctions, litigation and/or potential criminal violations, which could adversely affect our reputation, business, financial condition, and operating results.

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Certain of our products may require us to spend significant time and resources in order to comply with applicable advertising, labeling, importation, exportation, environmental, health and safety laws and regulations because if we violate these laws or regulations, we could experience delays in shipments of our goods, be subject to fines or penalties, be liable for costs and damages or suffer reputational harm, any of which could reduce demand for our merchandise and adversely affect our business, financial condition, and operating results.

In particular, we will be subject to new formaldehyde emission standards under the Formaldehyde Standards in Composite Wood Products Act (the “CWP Act”), previously scheduled to go into effect in the fourth quarter of fiscal 2018. As a result of litigation between the EPA and certain nongovernmental groups, the implementation of certain provisions of the CWP Act may be accelerated. If the implementation of such provisions is accelerated earlier than the third quarter of fiscal 2018, it may adversely affect our business, financial condition and operating results.

Any changes to the foregoingthese laws or regulations or any new laws or regulations that are passed or go into effect may make it more difficult for us to operate our business and in turn adversely affect our operating results.

If our efforts to protect the privacy and security of information related to our customers, us, our associates, our suppliers and other third parties are not successful, we could become subject to litigation, investigations, liability and negative publicity that could significantly harm our reputation and relationships with our customers and adversely affect our business, financial condition, and operating results.
Our business, like that of most retailers, involves the receipt, storage and transmission of customers’ personal information, consumer preferences and payment card data, as well as other confidential information related to us, our associates, our suppliers and other third parties, some of which is entrusted to third-party service providers and vendors that provide us with technology, systems and services that we use in connection with the receipt, storage and transmission of such information. Techniques used for cyber-attacks designed to gain unauthorized access to these types of sensitive information by breaching or sabotaging critical systems of organizations, including those that use artificial intelligence, are constantly evolving and generally are difficult to recognize and react to effectively. We may be unable to anticipate these techniques or to implement adequate preventive or reactive security measures. High profile electronic security breaches leading to unauthorized release of sensitive information have occurred in recent years with increasing frequency at a number of major U.S. companies, including several large retailers, notwithstanding widespread recognition of the cyber-attack threat and improved data protection methods.
Despite our security measures and those of third parties with whom we do business, our respective systems and facilities may be vulnerable to criminal cyber-attacks or security incidents due to malfeasance, intentional or inadvertent security breaches by associates, or other vulnerabilities such as defects in design or manufacture. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deception targeted at our customers, associates, suppliers and service providers. Any such, incidents could compromise our networks and the information stored there could be accessed, misused, publicly disclosed, lost or stolen.
An actual or anticipated attack or security incident may cause us to incur additional costs, including costs related to diverting or deploying personnel, implementing preventative measures, training associates and engaging third-party experts and consultants. Further, any security breach incident could expose us to risks of data loss, regulatory and law enforcement investigations, litigation and liability and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation and relationships with our customers and adversely affect our business, financial condition, and operating results.
A material disruption in our information systems, including our website, could adversely affect our business or operating results and lead to reduced net sales and reputational damage.
We rely on our information systems to process transactions, summarize our results of operations and manage our business. In particular, our website is an important part of our integrated connected customer strategy and customers use these systems as information sources on the range of products available to them and as a way to order our products. In addition, we rely on our enterprise resource planning, telecommunications, inventory tracking , billing and other information systems to track transactions, billing, payments, inventory and a variety of day-to-day business decisions. Therefore, the reliability and capacity of our information systems is critical to our operations and the implementation of our growth initiatives. However, our information systems are subject to auditsdamage or interruption from planned upgrades in technology interfaces, power outages, computer and telecommunications failures, computer viruses, cyber-attacks or other security breaches and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism and usage errors by various taxing authorities. Similarly, changesour associates. If our information systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer losses of critical data and/or interruptions or delays in our operations.
In addition, to keep pace with changing technology, we must continuously implement new information technology systems as well as enhance our existing systems, including a significant upgrade planned to begin in 2024. Moreover, the successful execution of some of our growth strategies, in particular the expansion of our connected customer and online capabilities, is dependent on the design and implementation of new systems and technologies and/or the enhancement of existing systems. If we encounter implementation or usage problems with these new systems or other related systems and infrastructure, or if the systems do not operate as intended, do not give rise to anticipated benefits, or fail to integrate properly with our other systems or software platforms, then the costs of such new information technology systems may be more than we anticipate. Any material disruption in our information systems, or delays or difficulties in implementing or integrating new systems or enhancing or expanding current systems, could have an adverse effect on our business and our operating results and could lead to reduced net sales and reputational damage.
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We may not be able to successfully maintain effective internal controls over financial reporting, which could have an adverse effect on our business and stock price.
We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports as well as our fiscal year-end assessment of the effectiveness of our internal control over financial reporting. When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Sections 302 and 404. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected. This could subject us to litigation or investigations requiring management resources and payment of legal and other expenses and could result in negative publicity, harm to our reputation and adversely affect our business, financial condition, and operating results or adversely affect the market price of our common stock.
Changes in tax laws, trade policies and regulations or in our operations and newly enacted laws or regulations may impact our effective tax rate or may adversely affect our business, financial condition, and operating results.
Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could result in an unfavorable change in our effective tax rate, which could adversely affect our business, financial condition, and operating results. In addition, given the nature of our business, certain of our sales are exempt from state sales taxes. If we are audited and fail to maintain proper documentation, any adjustments resulting from such auditsDevelopments in tax policy or trade relations could increase our tax liability, including any interest or penalties.

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If our efforts to protect the privacy and security of information related to our customers, us, our employees, our suppliers and other third parties are not successful, we could become subject to litigation, investigations, liability and negative publicity that could significantly harm our reputation and relationships with our customers and adversely affect our business, financial condition and operating results.

Our business, like that of most retailers, involves the receipt, storage and transmission of customers’ personal information, consumer preferences and payment card data, as well as other confidential information related to us, our employees, our suppliers and other third parties, some of which is entrusted to third‑party service providers and vendors that provide us with technology, systems and services that we use in connection with the receipt, storage and transmission of such information. Techniques used for cyber attacks designed to gain unauthorized access to these types of sensitive information by breaching or sabotaging critical systems of large organizations are constantly evolving and generally are difficult to recognize and react to effectively. We may be unable to anticipate these techniques or to implement adequate preventive or reactive security measures. Notwithstanding widespread recognition of the cyber attack threat and improved data protection methods, high profile electronic security breaches leading to unauthorized release of sensitive informationalso have occurred in recent years with increasing frequency at a number of major U.S. companies, including several large retailers, notwithstanding widespread recognition of the cyber attack threat and improved data protection methods.

Despite our security measures and those of third parties with whom we do business, such as our banks, merchant card processing and other technology vendors, our respective systems and facilities may be vulnerable to criminal cyber‑attacks or security incidents due to malfeasance, intentional or inadvertent security breaches by employees, or other vulnerabilities such as defects in design or manufacture. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deception targeted at our customers, employees, suppliers and service providers. Any such incidents could compromise our networks and the information stored there could be accessed, misused, publicly disclosed, lost or stolen.

As noted above, the techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until launched against a target; accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures. In addition, advances in computer capabilities, new technological discoveries or other developments may also compromise or result in the obsolescence of the technology used to protect sensitive information. An actual or anticipated attack security incident may cause us to incur additional costs, including costs related to diverting or deploying personnel, implementing preventative measures, training employees and engaging third‑party experts and consultants. Further, any security breach incident could expose us to risks of data loss, regulatory and law enforcement investigations, litigation and liability and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation and relationships with our customers and adversely affect our business, financial condition and operating results.

A material disruption in our information systems, including our website and call center, could adversely affect our business or operating results and lead to reduced net sales and reputational damage.

We rely on our information systems to process transactions, summarize our results of operations and manage our business. In particular, our website and our call center are important parts of our integrated connected customer strategy and customers use these systems as information sources on the range of products available to them and as a way to order our products. Therefore, the reliability and capacity of our information systems is critical to our operations and the implementation of our growth initiatives. However, our information systems are subject to damage or interruption from planned upgrades in technology interfaces, power outages, computer and telecommunications failures, computer viruses, cyber‑attacks or other security breaches and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism and usage errors by our employees. If our information systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer losses of critical data and/or interruptions or delays in our operations. In addition, to keep pace with changing technology, we must continuously implement new information technology systems as well as enhance our existing systems. In particular, in late 2017, we began to implement a new human resources information system, and any disruption in completing this implementation could negatively impact the operation of our business. Moreover, the successful execution of some of our growth strategies, in particular the expansion of our connected customer and online capabilities, is dependent on the design and implementation of new systems and technologies and/or the enhancement of existing systems. Any material disruption in our information systems, or delays or difficulties in implementing or integrating new systems or enhancing or expanding current systems, could have an adverse effect on our business, in particular our call center and onlineresults of operations and our operating results and could lead to reduced net sales and reputational damage. 

liquidity.

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We are subject to payments‑relatedpayments-related risks that could increase our operating costs, expose us to fraud, subject us to potential liability and potentially disrupt our business.

We accept payments using a variety of methods, including credit cards, debit cards, gift cards and physical bank checks. These payment options subject us to many compliance requirements, including, but not limited to, compliance with the Payment Card Industry Data Security Standards, which represents a common set of industry tools and measurements to help ensure the safe handling of sensitive information, and compliance with contracts with our third partythird-party processors. These payment options also subject us to potential fraud by criminal elements seeking to discover and take advantage of security vulnerabilities that may exist in some of these payment systems. For certain payment methods, including credit cards and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards and gift cards, and it could disrupt or harm our business if these companies become unwilling or unable to provide these services to us, experience a data security incident or fail to comply with applicable rules and industry standards. We are also subject to payment card association operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems or payment card information of our customers are breached or compromised, there is the potential that parties could seek damages from us, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit cards and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, we could lose the confidence of customers and our business, financial condition, and operating results could be adversely affected. We may also need to expend significant management and financial resources to become or remain compliant with relevant standards and requirements, which could divert resources from other initiatives and adversely affect our business, financial condition and operating results.

Our facilities and systems, as well as those of our suppliers, are vulnerable to natural disasters and other unexpected events, and as a result we may lose merchandise and be unable to effectively deliver it to our stores.

Our retail stores, store support center and distribution centers, as well as the operations of our suppliers from which we receive goods and services, are vulnerable to damage from earthquakes, tornadoes, hurricanes, fires, floods and similar events. If any of these events result in damage to our facilities, systems or equipment, or those of our suppliers, they could adversely affect our ability to stock our stores and deliver products to our customers, and could adversely affect our net sales and operating results. In addition, we may incur costs in repairing any damage beyond our applicable insurance coverage. In particular, any disruption to any of our distribution centers could have a material impact on our business.

Material damage to, or interruptions in, our information systems as a result of external factors, staffing shortages and difficulties in updating our existing software or developing or implementing new software could adversely affect our business, financial condition and operating results.

We depend largely upon our information technology systems in the conduct of all aspects of our operations. Such systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses and security breaches. Damage or interruption to our information systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim including issues operating our distribution centers and/or managing our inventory. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, or with maintenance or adequate support of existing systems, could also disrupt or reduce the efficiency of our operations. Further, the software programs supporting many of our systems were licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner and could adversely affect our business, financial condition and operating results. Any material interruptions or failures in our information systems may adversely affect our business, financial condition and operating results.

As we have a high concentration of stores in the southern region of the United States, we are subject to regional risks.

We have a high concentration of stores in the southern region of the United States. If this market suffers an economic downturn or other significant adverse event, our comparable store sales, net sales, profitability and the ability to implement our planned expansion could be adversely affected. Any natural disaster, extended adverse weather or other serious disruption in this market due to fire, tornado, hurricane, or any other calamity could damage inventory and could result in decreased net sales.

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Our success depends substantially upon the continued retention of our key personnel, which we consider to be our executive officers.

We believe that our success has depended and continues to depend to a significant extent on the efforts and abilities of our key personnel, which we consider to be our executive officers. We have employment agreements with each of our executive officers. Our failure to retain members of that team could impede our ability to build on the efforts they have undertaken with respect to our business.

We do not maintain “key man” life insurance policies on our key personnel.

We do not have “key man” life insurance policies for any of our key personnel. If we were to obtain “key man” insurance for our key personnel, there can be no assurance that the amounts of such policies would be sufficient to pay losses experienced by us as a result of the loss of any of those personnel.

Our success depends upon our ability to attract, train and retain highly qualified managers and staff.

Our success depends in part on our ability to attract, hire, train and retain qualified managers and staff. Purchasing hard surface flooring is an infrequent event for BIY and DIY consumers, and the typical consumer in these groups has little knowledge of the range, characteristics and suitability of the products available before starting the purchasing process. Therefore, consumers in the hard surface flooring market expect to have sales associates serving them who are knowledgeable about the entire assortment of products offered by the retailer and the process of choosing and installing hard surface flooring.

Each of our stores is managed by a store manager who has the flexibility (with the support of regional managers) to use his or her knowledge of local market dynamics to customize each store in a way that is most likely to increase net sales and profitability. Our store managers are also expected to anticipate, gauge and quickly respond to changing consumer demands in these markets. Further, it generally takes a substantial amount of time for our store managers to develop the entrepreneurial skills that we expect them to have in order to make our stores successful.

There is a high level of competition for qualified regional managers, store managers and sales associates among home improvement and flooring retailers in local markets, and as a result, we may not succeed in attracting and retaining the personnel we require to conduct our current operations and support our plans for expansion. In addition, we compete with other retail businesses for many of our associates in hourly positions, and we invest significant resources in training and motivating them to maintain a high level of job satisfaction. These positions have historically had high turnover rates, which can lead to increased training and retention costs, particularly as the economy continues to improve and the labor market tightens. If our recruiting and retention efforts are not successful, we may have a shortage of qualified employees in future periods. Any such shortage would decrease our ability to effectively serve our customers. Such a shortage would also likely lead to higher wages for employees and a corresponding reduction in our operating results. In addition, as we expand into new markets, we may find it more difficult to hire, develop and retain qualified employees and may experience increased labor costs. Any failure by us to attract, train and retain highly qualified managers and staff could adversely affect our operating results and future growth opportunities.

The effectiveness of our advertising strategy is a driver of our future success.

We believe that our growth was in part a result of our successful investment in local advertising. As we enter new markets that often have more expensive advertising rates, we may need to increase our advertising expenses to broaden the reach and frequency of our advertising to increase the recognition of our brand. If our advertisements fail to draw customers in the future, or if the cost of advertising or other marketing materials increases significantly, we could experience declines in our net sales and operating results.

Our intellectual property rights are valuable, and any failure to protect them could reduce the value of our products and brand and harm our business.

We regard our intellectual property as having significant value, and our brand is an important factor in the marketing of our products. However, we cannot assure you that the steps we take to protect our trademarks or intellectual property will be adequate to prevent others from copying or using our trademarks or intellectual property without authorization. If our trademarks or intellectual

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property are copied or used without authorization, which could harm the value of our brand, its reputation, our competitive advantages and our goodwill could be harmed.

brand.

We may be involved in disputes from time to time relating to our intellectual property and the intellectual property of third parties.

We are and may continue to become parties to disputes from time to time over rights and obligations concerning intellectual property, and we may not prevail in these disputes. Third parties have and may raise future claims against us alleging infringement or violation of the intellectual property of that third‑party.such third-party. Even if we prevail in such disputes, the costs we incur in defending such dispute may be material and costly. Some third‑partythird-party intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid violating thoseany such intellectual property rights. Any such intellectual property claim could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether such claim has merit. The liability insurance we maintain
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We may, not adequately cover potential claimsfrom time to time, consider or engage in strategic transactions. Any such strategic transactions would involve risks, which could have an adverse impact on our financial condition and results of this type,operation, and we may not realize the anticipated benefits of these transactions.
From time to time, we consider strategic transactions, including mergers, acquisitions, investments, alliances, and other growth and market expansion strategies, with the expectation that these transactions will result in increases in sales, cost savings, synergies and various other benefits. Assessing the viability and realizing the benefits of these transactions is subject to significant uncertainty. Additionally, in connection with evaluating potential strategic transactions and assets, we may incur significant expenses for the evaluation and due diligence investigation and negotiation of any potential transaction. Although we have limited experience acquiring companies, any future acquisitions may not be requiredsuccessful. If we complete an acquisition, we would need to pay monetary damagessuccessfully integrate the target company’s products, services, associates and systems into our business operations. Integration can be a complex and time-consuming process, and if any such integration is not fully successful or license fees to third parties, which could haveis delayed for a material adverse effect onperiod of time, we may not achieve the anticipated synergies or benefits of the acquisition. Furthermore, even if a target company is successfully integrated, an acquisition may fail to further our business financial conditionstrategy as anticipated, expose us to increased competition or challenges with respect to our products or services, and operating results.

Our abilityexpose us to control higher health care costs is limited and could adversely affect our business, financial condition and operating results.

With the passage in 2010additional liabilities. Any impairment of the U.S. Patient Protection and Affordable Care Act (as amended, the “Affordable Care Act”), we are required to provide affordable coverage, as defined in the Affordable Care Act, to all employees,goodwill or otherwise be subject to a payment per employee based on the affordability criteria in the Affordable Care Act. Additionally, some states and localities have passed state and local laws mandating the provision of certain levels of health benefits by some employers. These requirements limit our ability to control employee health care costs.

Efforts to modify, repeal or otherwise invalidate all, or certain provisions of, the Affordable Care Act and/or adopt a replacement healthcare reform law may impact our employee healthcare costs. At this time, there is uncertainty concerning whether the Affordable Care Act will be repealed or what requirements will be includedother intangible assets acquired in a new law, if enacted. If health care costs rise, westrategic transaction may experience increased operating costs, which may adversely affectreduce our business, financial condition and operating results.

We are a holding company with no business operations of our own and depend on cash flow from our subsidiaries to meet our obligations.

We are a holding company with no business operations of our own or material assets other than the equity of our subsidiaries. All of our operations are conducted by our subsidiaries. As a holding company, we will require dividends and other payments from our subsidiaries to meet cash requirements.

The terms of our $200 million asset‑based revolving credit facility (the “ABL Facility”), and our $350 million senior secured term loan facility (the “Term Loan Facility” and together with the ABL Facility, our “Credit Facilities”), restrict our subsidiaries from paying dividends and otherwise transferring cash or other assets to us except in certain limited circumstances. If we become insolvent or there is a liquidation or other reorganization of any of our subsidiaries, our stockholders likely will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before we, as an equity holder, would be entitled to receive any distribution from that sale or disposal. If our subsidiaries are unable to pay dividends or make other payments to us when needed, we will be unable to satisfy our obligations.

earnings.

We face risks related to our indebtedness.

As of December 28, 2017,2023, the principal amount of our total indebtedness was approximately $189.1$202.4 million (including $148.1 million ofrelated to our indebtedness outstanding under the Term Loan Facility).Facility. In addition, as of December 28, 2017,2023, we had the ability to access approximately $146.1$718.4 million of unused borrowings available under the ABL Facility without violating any covenants thereunder and had approximately $12.8$35.3 million in outstanding letters of credit.

credit thereunder.

Our indebtedness, combined with our lease and other financial obligations and contractual commitments, could adversely affect our business, financial condition, and operating results by:

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making it more difficult for us to satisfy our obligations with respect to our indebtedness, including restrictive covenants and borrowing conditions, which may lead to an event of default under the agreements governing our debt;

requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flows to fund current operations and future growth;
increased interest rates as our borrowings under our Credit Facilities are at variable rates;

·

making it more difficult for us to satisfy our obligations with respect to our indebtedness, including restrictive covenants and borrowing conditions, which may lead to an event of default under agreements governing our debt;

restricting us from making strategic acquisitions;

·

making us more vulnerable to adverse changes in general economic, industry and competitive conditions and government regulation;

requiring us to comply with financial and operational covenants, restricting us, among other things, from placing liens on our assets, making investments, incurring debt, making payments to our equity or debt holders and engaging in transactions with affiliates;

·

requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flows to fund current operations and future growth;

limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business and growth strategies or other purposes; and

·

exposing us to the risk of increased interest rates as our borrowings under our Credit Facilities are at variable rates;

limiting our ability to obtain credit from our suppliers and other financing sources on acceptable terms or at all.

·

restricting us from making strategic acquisitions or causing us to make non‑strategic divestitures;

The credit agreements governing our Credit Facilities contain, and any future indebtedness would likely contain, a number of customary financial, operative and other restrictive covenants that impose significant operating and financial restrictions, including restrictions on our subsidiaries paying dividends and otherwise transferring cash or other assets to us except in certain limited circumstances, and other restrictions on our ability to engage in acts that may be in our best long-term interests. Such financial, operative and other restrictive covenants in our current debt agreements and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

·

requiring us to comply with financial and operational covenants, restricting us, among other things, from placing liens on our assets, making investments, incurring debt, making payments to our equity or debt holders and engaging in transactions with affiliates;

·

limiting our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business and growth strategies or other purposes; and

·

limiting our ability to obtain credit from our suppliers and other financing sources on acceptable terms or at all.

We may also incur substantial additional indebtedness in the future, subject to the restrictions contained in our Credit Facilities. If such new indebtedness is in an amount greater than our current debt levels, the related risks that we now face could intensify. However, we cannot assure yougive assurance that any such additional financing will be available to us on acceptable terms or at all. Moreover, for taxable years beginning after December 31, 2017, the deductibility

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Our variable rate debt subjects us to interest expenses on our indebtedness for each taxable yearrate risk that could be limited under the Tax Cuts and Jobs Act.

Significant amounts of cash are required to service our indebtedness and operating lease obligations, and any failure to meetcause our debt service obligations could adversely affectto increase significantly.

The debt we incurred under our business, financial conditionCredit Facilities are at variable rates of interest, which exposes us to interest rate risk. Reference rates used to determine the applicable interest rates for our variable rate debt began to rise significantly in the second half of fiscal 2022 and operating results.

Our abilityinto fiscal 2023. If interest rates continue to pay interest on and principal of our debt obligations will primarily depend upon our future operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments.

If we do not generate sufficient cash flow from operations to satisfy ourincrease, the debt service obligations we may haveon such indebtedness will continue to undertake alternative financing plans, such as refinancing or restructuringincrease even if the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, sellingwill correspondingly decrease. In addition, as a result of our assets, reducing or delaying capital investments or seekinglatest amendments to raise additional capital. Our ability to restructure or refinance our debt will depend on the conditionCredit Facilities certain of the capital marketsvariable rate indebtedness extended to us uses the Secured Overnight Financing Rate (“SOFR”) as a benchmark for establishing the interest rate. While we believe we will continue to use SOFR, other factors may impact SOFR including factors causing SOFR to cease to exist, new methods of calculating SOFR to be established, or the use of an alternative reference rate(s). These consequences are not entirely predictable and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Credit Facilities.”

Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations at all or on acceptable terms, could have an adverse effectimpact on our business, financial condition and operating results.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in amounts sufficient to enable us to make paymentsfinancing costs, returns on our indebtedness or to fund our operations.

Our debt agreements contain restrictions that may limit our flexibility in operating our business.

We are a holding company, and accordingly, substantially allinvestments, valuation of our operations are conducted through our subsidiaries. The credit agreements governing our Credit Facilities contain, and any future indebtedness would likely contain, a number of restrictive

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covenants that impose significant operating and financial restrictions, including restrictions on our ability to engage in acts that may be in our best long‑term interests. The credit agreements governing our Credit Facilities include covenants that, among other things, restrict ourderivative contracts and our subsidiaries’ ability to:

·

incur additional indebtedness;

financial results.

·

create liens;

·

make investments, loans or advances;

·

merge or consolidate;

·

sell assets, including capital stock of subsidiaries or make acquisitions;

·

pay dividends on capital stock or redeem, repurchase or retire capital stock or make other restricted payments;

·

enter into transactions with affiliates;

·

repurchase certain indebtedness; and

·

exceed a certain total net leverage ratio or, in certain cases, maintain less than a certain fixed charge coverage ratio.

Based on the foregoing factors, the operating and financial restrictions and covenants in our current debt agreements and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

In addition, a breach of any of the restrictive covenants in our Credit Facilities may constitute an event of default, permitting the lenders to declare all outstanding indebtedness under both our Credit Facilities to be immediately due and payable or to enforce their security interest, which could adversely affect our ability to respond to changes in our business and manage our operations. Upon the occurrence of an event of default under any of the agreements governing our Credit Facilities, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in the credit agreements. If any of our indebtedness under either of our Credit Facilities were to be accelerated, there can be no assurance that our assets would be sufficient to repay this indebtedness in full, which could adversely affect our ability to continue to operate as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Credit Facilities” for more information.

Our fixed lease obligations could adversely affect our operating results.

We are required to use a significant portion of cash generated by our operations to satisfy our fixed lease obligations, which could adversely affect our ability to obtain future financing to support our growth or other operational investments. We will require substantial cash flows from operations to make our payments under our operating leases, all of which provide for periodic increases in rent. As of December 28, 2017, our minimum annual rental obligations under long‑term operating leases for the fiscal years ending December 27, 2018 and December 26, 2019 are approximately $79.9 million and $85.3 million, respectively. If we are not able to make payments under our operating leases, this could trigger defaults under other leases or, in certain circumstances, under our Credit Facilities, which could cause the counterparties or lenders under those agreements to accelerate the obligations due thereunder.

Changes to accounting rules or regulations could adversely affect our operating results.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). New accounting rules or regulations and changes to existing accounting rules or regulations have occurred and may occur in the future. Future changes to accounting rules or regulations, such as changes to revenue recognition or lease accounting guidance or a requirement to convert to international financial reporting standards, could adversely affect our operating results through increased cost of compliance.

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Risks Related to the Ownership of Our Common Stock

You may not be able to resell your shares at or above the offering price or at all, and our

Our stock price may continue to be volatile, which could result in a significant loss or impairment of your investment.

On May 2, 2017, we completed our initial public offering (the “IPO”). Since the IPO, the price of our common stock as reported by The New York Stock Exchange (“NYSE”) has ranged from a low closing sales price of $32.05$24.00 on April 27, 2017December 24, 2018 to a high closing sales price of $51.00$143.31 on January 19, 2018.November 4, 2021. In addition, the trading price of our common stock has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described above in “—Risks“Risks Related to Our Business” and the following:

·

actual or anticipated fluctuations in our quarterly or annual financial results;

Business.”

·

the financial guidance we may provide to the public, any changes in such guidance or our failure to meet such guidance;

·

failure of industry or securities analysts to maintain coverage of us, changes in financial estimates by any industry or securities analysts that follow us or our failure to meet such estimates;

·

downgrades in our credit ratings or the credit ratings of our competitors;

·

market factors, including rumors, whether or not correct, involving us or our competitors;

·

unfavorable market reactions to allegations regarding the safety of products sold by us or our competitors that are similar to products that we sell and costs or negative publicity arising out of any potential litigation and/or government investigations resulting therefrom;

·

fluctuations in stock market prices and trading volumes of securities of similar companies;

·

sales or anticipated sales of large blocks of our stock;

·

short selling of our common stock by investors;

·

limited “public float” in the hands of a small number of persons whose sales or lack of sales of our common stock could result in positive or negative pricing pressure on the market price for our common stock;

·

additions or departures of key personnel;

·

announcements of new store openings, commercial relationships, acquisitions or entry into new markets by us or our competitors;

·

failure of any of our initiatives, including our growth strategy, to achieve commercial success;

·

regulatory or political developments;

·

changes in accounting principles or methodologies;

·

litigation or governmental investigations;

·

negative publicity about us in the media and online; and

·

general financial market conditions or events.

Furthermore, the stockStock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.companies, including ours. These fluctuations sometimes have been unrelated or disproportionate to the operating performance of those companies. These and other factors may cause the market price and demand for our common

35


stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise adversely affect the price or liquidity of our common stock.

In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending it or paying for settlements or damages. Such a lawsuit could also divert the time and attention of our management from our operating business. As a result, such litigation may adversely affect our business, financial condition and operating results.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, our market, or our competitors, or if they change their recommendations regarding our common stock in a negative way, the price and trading volume of our common stock could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us, our business, our market, or our competitors. If any of the analysts who cover us change their recommendation regarding our common stock in a negative way, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who covers us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline.

The large number of shares eligible for public sale in the future, or the perception of the public that these sales may occur, could depress the market price of our common stock.

The market price of our common stock could decline as a result of (i) sales of a large number of shares of our common stock in the market, particularly sales by our directors, employees (including our executive officers) and certain other significant stockholders, and (ii) a large number of shares of our common stock being registered or offered for sale. These sales, or the perception that these sales could occur, may depress the market price of our common stock. As of March 1, 2018, there were 95,663,245 shares of common stock outstanding, of which 32,234,101 were freely tradeable on the NYSE, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), may only be sold in compliance with the applicable volume, manner of sale, holding period and other limitations of Rule 144.

Additionally, as of March 1, 2018, approximately 11,056,855 shares of our common stock are issuable upon exercise of stock options that vest and are exercisable at various dates through November 13, 2027, with an average weighted exercise price of $7.32 per share, and we have issued 15,475 shares of restricted stock with restrictions that lapse at various dates through April 26, 2021. Of such options, 7,393,085 are currently exercisable. We have filed a registration statement on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under our stock incentive plans. The Form S-8 registration statement became effective immediately upon filing, and shares covered by that registration statement are eligible for sale in the public markets, subject to vesting restrictions and the limitations of Rule 144 applicable to affiliates.

All of our shares of common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. In addition, our Sponsors have certain demand registration rights, and certain of our pre IPO stockholders have “piggy back” registration rights with respect to the common stock, subject to certain conditions and exceptions contained in a registration rights agreement. 

In the future, we expect to issue stock options, restricted stock and/or other forms of stock‑based compensation, which have the potential to dilute stockholders’ value and cause the price of our common stock to decline.

In the future, we expect to offer stock options, restricted stock and/or other forms of stock based compensation to our eligible employees, consultants and directors who are not executives or consultants of the Company or employees of Ares (as defined below) or Freeman Spogli (as defined below) or their respective affiliates. If we grant more equity awards to attract and retain key personnel, the expenses associated with such additional equity awards could materially adversely affect our results of operations and may also result in additional dilution to our stockholders. If any options that we issue are exercised or any restrictions on restricted stock that we issue lapse and those shares are sold into the public market, the market price of our common stock may decline. In addition, the availability of shares of common stock for award under our stock incentive plans or the grant of stock options, restricted stock or other forms of stock based compensation may adversely affect the market price of our common stock.

36


Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to holders of our common stock to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities or securities convertible into equity securities, existing stockholders will experience dilution and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, you bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

Our principal stockholders have substantial control over us, are able to influence corporate matters and may take actions that conflict with your interests and have the effect of delaying or preventing changes of control or changes in management, or limiting the ability of other stockholders to approve transactions they deem to be in their best interest.

Our directors, executive officers and holders of more than 5% of our Class A common stock, together with their affiliates, beneficially own, in the aggregate, approximately 71.4% of our outstanding Class A common stock. Ares beneficially owns, in the aggregate, approximately 42.5% of our outstanding Class A common stock and Corporate Opportunities Fund III, L.P. (“Ares”), a fund affiliated with Ares Management, L.P. (“Ares Management”), FS Equity Partners VI, L.P. and FS Affiliates VI, L.P., funds affiliated with Freeman Spogli Management Co., L.P. (collectively “Freeman Spogli” or “Freeman Spogli & Co.” and together with Ares, our “Sponsors”) will beneficially own, in the aggregate, approximately 20.6% of our outstanding Class A common. As a result, these stockholders acting together, or Ares or Freeman Spogli acting alone, are able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of us or our assets. The investor rights agreement by and among us, Ares and Freeman Spogli also contains agreements among our Sponsors with respect to voting on the election of directors and Board committee membership. The interests of Ares or Freeman Spogli could conflict in material respects with yours, and this concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third-party from acquiring control over us. Certain of the members of our board of directors (the “Board”) also have relationships with our Sponsors. David B. Kaplan and Rachel H. Lee serve as officers and principals of certain Ares affiliated entities. In addition, NAX 18, LLC, a consulting entity controlled by Norman H. Axelrod, provides consulting services to certain Ares affiliated entities. Brad J. Brutocao and John M. Roth serve as officers and principals of certain Freeman Spogli affiliated entities. In addition, Peter Starrett Associates, a consulting entity controlled by Peter M. Starrett, provides consulting services to certain Freeman Spogli affiliated entities. Our certificate of incorporation provides that no officer or director of ours who is also an officer, director, employee, managing director or other affiliate of our Sponsors will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to our Sponsors instead of us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, managing director or other affiliate has directed to our Sponsors.

Although we do not expect to rely on the “controlled company” exemption, since we will continue to qualify as a “controlled company” within the meaning of the rules of The New York Stock Exchange, we qualify for exemptions from certain corporate governance requirements.

Under the rules of the NYSE, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain rules of the NYSE regarding corporate governance, including:

•the requirement that a majority of our Board consist of independent directors;

•the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

37


•the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

These requirements will not apply to us as long as we remain a “controlled company.” Although we will continue to qualify as a “controlled company,” we do not expect to rely on this exemption, and we intend to fully comply with all corporate governance requirements under the rules of the NYSE. However, if we were to utilize some or all of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the rules of the NYSE regarding corporate governance.

We do not currently expect to pay any cash dividends.

The continued operation and growth of our business will require substantial funding. Accordingly, we do not currently expect to pay any cash dividends on shares of our common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors (the “Board”) and will depend upon our operating results, financial condition, contractual restrictions, restrictive covenants under our Credit Facilities, restrictions imposed by applicable law and other factors our Board deemdeems relevant. Additionally, under our Credit Facilities, our subsidiaries are currently restricted from paying cash dividends except in limited circumstances, and we expect these restrictions to continue in the future. Accordingly, realization of a gain on your investment in our common stock will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock. See Item 5, “Market for Registrant’s Common Equity.”

As a resultEquity, Related Stockholder Matters and Issuer Purchases of our recent IPO, our costs have increased significantly, and our management is required to devote substantial time to complying with public company regulations, which will negatively impact our financial performance and could cause our results of operations or financial condition to suffer.

In April 2017, we priced our IPO. As a result, we will continue to incur additional legal, accounting, insurance and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes‑Oxley Act, Dodd‑Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the Securities and Exchange Commission (“SEC”). The expenses incurred by public companies generallyEquity Securities” for reporting and corporate governance purposes have been increasing. These rules and regulations increase our legal and financial compliance costs and make some activities more time‑consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into account expenses related to insurance, legal, accounting, and compliance activities, as well as other expenses. These laws and regulations can also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations can also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to establish and maintain effective internal controls in accordance with Sections 302 and 404 of the Sarbanes‑Oxley Act could have an adverse effect on our business and stock price.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes‑Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we are required to disclose changes made in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC.

To comply with the requirements of Sections 302 and 404, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business. In addition, when evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Sections 302 and 404. If we identify material weaknesses in our internal controls over financial reporting or are unable to comply with the requirements of Sections 302 and 404 in a timely manner or assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting,

information.

38


investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

Anti‑takeoverAnti-takeover provisions could impair a takeover attempt and adversely affect existing stockholders and the market value of our common stock.

Certain provisions of our certificate of incorporation and bylaws and applicable provisions of Delaware law may have the effect of rendering more difficult, delaying or preventing an acquisition of the Company, even when this would be in the best interest of our stockholders. These provisions include:

a classified Board;

the sole power of a majority of our Board to fix the number of directors;

the requirement that certain advance notice procedures be followed for our stockholders to submit nominations of candidates for election to our Board and to bring other proposals before a meeting of the stockholders;

the power of our Board to amend our bylaws without stockholder approval;

limitations on the removal of directors nominated by our Sponsors;

the sole power of the Board or our Sponsors in the case of a vacancy of one of their respective Board nominees, to fill any vacancy on the Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

23

the ability of a majority of our Board (even if less than a quorum) to designate one or more series of preferred stock and issue shares of preferred stock without stockholder approval;

the inability of stockholders to act by written consent if our Sponsors collectively own less than a majority of our outstanding Class A common stock;

a requirement that, to the fullest extent permitted by law, certain proceedings against or involving us or our directors, officers, or employeesassociates be brought exclusively in the Court of Chancery in the State of Delaware;

and

the lack of cumulative voting rights for the holders of our Class A common stock with respect to the election of directors; and

•the inability of stockholders to call special meetings if our Sponsors collectively own less than a majority of our outstanding Class A common stock.

directors.

Further, Delaware law imposes conditions on the voting of “control shares” and on certain business combination transactions with “interested stockholders.”

Our issuance of shares of preferred stock could delay or prevent a change of control of the Company. Our Board has the authority to cause us to issue, without any further vote or action by our stockholders, up to shares of preferred stock, par value $0.001 per share, in one or more series, to designate the number of shares constituting any series and to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices, and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring, or preventing a change in control of our Company without further action by our stockholders, even where stockholders are offered a premium for their shares.

In addition, the issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a

39


single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

These provisions could delay or prevent hostile takeovers and changes in control or changes in our management. Also, the issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences, or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in our common stock less attractive. For example, a conversion feature could cause the trading price of our common stock to decline to the conversion price of the preferred stock. Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control or otherwise makes an investment in our common stock less attractive could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. See “Description
General Risk Factors
We are engaged in various legal actions, claims and proceedings arising in the ordinary course of Capital Stock.”

business and, while we cannot predict the outcomes of such proceedings and other contingencies with certainty, this litigation and any potential future litigation could have an adverse impact on us.
We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contract, product liabilities, intellectual property matters and employment related matters resulting from our business activities. As with most actions such as these, an estimate of any possible and/or ultimate liability cannot always be determined. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Additionally, we cannot guarantee that we will not become engaged in additional legal actions, claims, proceedings or governmental investigations in the future. Any such action could result in negative publicity, harm to our reputation and adversely affect our business, financial condition, and operating results.
We are subject to risks related to corporate social responsibility.
Our business could face public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, corporate governance and transparency. We will incur additional expenses as we continue to execute our ESG framework in the coming years. Adverse incidents could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and operating results.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

None.

24

ITEM 1C.    CYBERSECURITY.
Cybersecurity is the responsibility of our information security team, overseen by our Chief Information Security Officer (“CISO”). Our CISO reports to our Chief Information Officer (“CIO”), and our CISO and CIO regularly meet with our General Counsel to review cybersecurity risks, and evaluate their nature and severity, as well as identify potential mitigation and assess the impact of those mitigations on residual risk. Our enterprise risk management program also considers cybersecurity risks, including risks associated with our use of third-party service providers, alongside other company risks, and as part of these efforts, we gather information necessary to identify cybersecurity risks, and evaluate their nature and severity, as well as identify mitigations and assess the impact of those mitigations on residual risk. Our enterprise risk management program is reviewed annually with our Board.
We maintain a system of data protection and cybersecurity resources, technology, and processes. We regularly evaluate new and emerging risks and ever-changing legal and compliance requirements. We make strategic investments to address these risks and compliance requirements. We also perform annual and ongoing cybersecurity awareness training, which includes regular simulated phishing campaigns. We also run tabletop exercises, including with external advisors, to simulate a response to a cybersecurity incident, and we use the findings to improve our practices, procedures, incident response plan, and technologies. In the event of a cybersecurity incident, we have worked with external advisors to develop an incident response plan, which provides guidelines for responding to an incident and facilitates coordination across multiple parts of our Company. The incident response plan includes a procedure for notifying the CISO and CIO of any incident as well as a procedure for reporting any material incidents to the Audit Committee of our Board (the “Audit Committee”) and Board as appropriate.
Our cybersecurity risk program is structured according to the National Institute of Standards and Technology (NIST) Cybersecurity framework. This program includes multiple layers of security controls, including network segmentation, security monitoring, endpoint protect, and identity and access management. The Company annually engages third parties to advise and assess the Company’s cybersecurity programs, including to engage in penetration testing. The results of these assessments are reported to the CISO and our CISO, in consultation with our CIO and General Counsel, use the findings to improve our practices, procedures, and technologies. A summary of our cybersecurity efforts is reported to the Audit Committee, which has primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management, including cybersecurity, regularly. Our Board also receives periodic updates relating to information security and cybersecurity risks. We have also purchased cyber liability insurance to provide a level of financial protection against the potential losses arising from a cybersecurity incident. However, there is no assurance that our insurance coverage will cover or be sufficient to cover all losses or claims that may result from a cybersecurity incident.
Our CISO, CIO, and General Counsel collectively have over 35 years of business experience managing risks from cybersecurity threats and developing and implementing cybersecurity policies and procedures. Team members who support our information security program have relevant educational and industry experience.
In the last three fiscal years, we have not experienced a material information security breach incident and the expenses we have incurred from information security breach incidents have been immaterial, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business. However, future incidents could have a material impact on our business strategy, results of operations, or financial condition. For additional discussion of the risks posed by cybersecurity threats, see “Risk Factors— Risks Related to our Business—If our efforts to protect the privacy and security of information related to our customers, us, our associates, our suppliers and other third parties are not successful, we could become subject to litigation, investigations, liability and negative publicity that could significantly harm our reputation and relationships with our customers and adversely affect our business, financial condition, and operating results.” and “Risk Factors— Risks Related to our Business—A material disruption in our information systems, including our website or call center, could adversely affect our business or operating results and lead to reduced net sales and reputational damage.” in Part 1 of this Annual Report.
25

ITEM 2.    PROPERTIES.

We have 83

As of December 28, 2023, we operated 221 U.S. warehouse‑formatwarehouse-format stores located in 2136 states as shown in the charttable below:

State

Number of
Stores

Alabama

Number of

4

State

Arizona

Stores

7

Alabama

California

127

Arizona

Colorado

56

California

Connecticut

83

Colorado

Florida

228

Florida

Georgia

1610

Georgia

Illinois

710

Illinois

Indiana

62

Kansas

Iowa

1

Kentucky

Kansas

12

Louisiana

Kentucky

12

Maryland

Louisiana

14

Nevada

Maryland

24

New Jersey

Massachusetts

37

North Carolina

Michigan

24

Ohio

Minnesota

23

Pennsylvania

Missouri

2

Tennessee

Nebraska

31

Texas

Nevada

154

Utah

New Hampshire

1

Virginia

New Jersey

39

Wisconsin

New Mexico

1

Total

New York

9
North Carolina
83
5
Ohio4
Oklahoma2
Oregon1
Pennsylvania4
South Carolina3
Tennessee4
Texas31
Utah3
Virginia8
Washington3
Wisconsin2
Total221

We opened 14 new stores during

26

The following table presents the percentage of our owned versus leased facilities in operation at the end of fiscal 2017. In addition to2023 and their total square footage:
square footage in thousandsOwnedLeasedTotal Square Footage
Stores%94 %17,237
Distribution centers20 %80 %5,680
Offices and other— %100 %530
Total23,447
Stores include our 221 warehouse-format stores we operate one separate small 5,500 square footand five small-format design centerstudios. Distribution centers include our four distribution centers located in New Orleans, Louisiana. Ouror near Houston, Savannah, Los Angeles, and Baltimore and our transload facility near Los Angeles. Offices and other includes our headquarters, which we refer to as our store support center, is approximately 106,600 square feet and is located in Smyrna, Georgia. Additionally, we operate an approximately 37,000 square footAtlanta, our product review and sample fulfillment center located near Atlanta, and other administrative, sales, and warehousing facilities supporting our commercial surfaces business. The property tables above exclude locations where we have taken possession of the premises but are not yet operating. See Note 9, “Commitments and Contingencies” of the notes to our consolidated financial statements included in Smyrna, Georgia.

We leasethis Annual Report for additional details related to our store support center, all of our stores and our distribution centers. Our leases generally have a term of ten to fifteen years, and generally have at least two renewal options for five years. Most of our leases provide for a minimum rent and typically include escalating rent increases. Our leases also generally require us to pay insurance, utilities, real estate taxes and repair and maintenance expenses.

leases.

40


In December of 2017, we purchased 58 acres of land near Savannah, GA at a cost of approximately $5.4 million to facilitate future growth of our supply chain capabilities.

ITEM 3.    LEGAL PROCEEDINGS.

We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts, productsproduct liabilities, intellectual property matters and employment related matters resulting from our business activities. As with most actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

See the information disclosed under the “Litigation” caption in Note 9, “Commitments and Contingencies” to our consolidated financial statements included in this Annual Report for further detail on legal proceedings.

ITEM 4.    MINE SAFETY DISCLOSURES.

Not applicable.

41


PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has been listedis publicly traded on the NYSE under the symbol “FND” since our IPO on April 27, 2017. Prior to that date, there was no public market for our common stock. “FND.” On March 1, 2018, the closing price of our common stock on the NYSE was $44.16, andFebruary 19, 2024, there were 3619 stockholders of record of our Class A common stock. The actual number of stockholders is greater than the number of record holders stated above, and includes stockholders who are beneficial owners, but whose shares are held in "street name"“street name” by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. The following table sets forth, for the periods indicated, the high and low sales price of our common stock as reported by the NYSE:

 

 

 

 

 

 

 

Year Ended December 28, 2017

 

High

 

Low

Second Quarter

 

$

46.95

 

$

29.37

Third Quarter

 

$

42.44

 

$

32.72

Fourth Quarter

 

$

49.85

 

$

36.25

Dividend Policy

No dividends have been declared or paid on our common stock. We intend to continue to retain all available funds and any future earnings for use in the operation and growth of our business, and therefore we do not currently expect to pay any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our Board and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects and other factors that our Board may deem relevant. In addition, our Credit Facilities contain covenants that restrict our ability to pay cash dividends.

In September 2016, in connection with the 2016 Refinancing, we paid our common stockholders a special cash dividend of $202.5 million in the aggregate (the "Special Dividend"). Other than the Special Dividend, we did not declare or pay any cash dividends on our common stock in fiscal 2016 or fiscal 2017.

42


27

Stock Performance Graph

The following graph shows a comparison of cumulative total return to holders of our common stock against the cumulative total return of the S&P 500 Index and the S&P 500 Home Improvement Retail Index from April 27, 2017 (the datefor our common stock commenced trading on the NYSE)fiscal years 2019 through December 28, 2017.2023. The comparison of the cumulative total returns for each investment assumes that $100 was invested in our Class A common stock and the respective indices on AprilDecember 27, 20172018 (the last trading day of fiscal 2018) through December 28, 2017,2023, including reinvestment of any dividends. Historical share price performance should not be relied upon as an indication of future share price performance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/28/2017

 

6/29/2017

 

9/28/2017

 

12/28/2017

FND

 

$

100.00

 

$

126.99

 

$

120.81

 

$

154.73

S&P 500 Index

 

$

100.00

 

$

101.49

 

$

105.28

 

$

112.72

S&P 500 Home Improvement Retail

 

$

100.00

 

$

95.46

 

$

101.10

 

$

118.17

1859

Fiscal Year EndedFNDS&P 500 IndexS&P 500 Home Improvement Retail Index
December 27, 2018$ 100.00$ 100.00$ 100.00
December 26, 2019$ 193.39$ 130.18$ 129.83
December 31, 2020$ 356.98$ 150.92$ 161.10
December 30, 2021$ 499.73$ 192.01$ 251.16
December 29, 2022$ 272.93$ 154.66$ 197.03
December 28, 2023$ 437.87$ 192.19$ 214.71
Unregistered Sales of Equity Securities

and Use of Proceeds

During fiscal 2023, the Company did not sell any unregistered equity securities.
28

Issuer Purchases of Equity Securities
The following sets forth information regarding all unregistered securities sold duringtable presents the number and average price of the Company’s common shares repurchased in each fiscal 2017 and gives effect tomonth of the conversionfourth quarter of each share offiscal 2023:
PeriodTotal Number of Shares Purchased (1)Average Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
September 29 - October 26— $— N/AN/A
October 27 - November 2363 84.92 N/AN/A
November 24 - December 28— — N/AN/A
Total63 $84.92 N/AN/A
(1) Under the Floor & Decor Holdings, Inc. into2017 Stock Incentive Plan (the “2017 Plan”), participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock awards. Shares so surrendered by participants in the 2017 Plan are repurchased pursuant to the terms of the corresponding class of common stock of Floor & Decor Holdings, Inc. upon the effectiveness of the 321.820-for-one stock split of our common stock effected on April 24, 2017:

·

On January 27, 2017, Christopher Lesch exercised options to purchase (i) 8,045 shares of Class A common stock at an exercise price of $4.33 per share for an aggregate purchase price of $34,775, (ii) 2,574 shares of Class A common stock at an exercise price of $6.22 per share for an aggregate purchase price of $16,000 and (iii) 2,252 shares of Class A common stock at an exercise price of $9.33 per share for an aggregate purchase price of $21,000; and

·

On February 10, 2017, Michael P. Duchaine exercised options to purchase 3,861 shares of Class A common stock at an exercise price of $6.22 per share for an aggregate purchase price of $24,000.

Unless otherwise stated2017 Plan and except for the 321.820-for-one stock split of our common stock effected on April 24, 2017, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuerapplicable award agreements and not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. We did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts or commissions, in connection with any of the issuances of securities listed above. The recipients of the

publicly announced share repurchase programs.

43

ITEM 6.    RESERVED
29

securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their employment or other relationship with us or through other access to information provided by us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Use of Proceeds

None.

Repurchase of our Common Stock

None.

44


ITEM 6.              SELECTED FINANCIAL DATA.

The following table sets forth certain selected historical financial and operating data of the Company as of the dates and for the periods indicated. The following selected financial data are qualified by reference to, and should be read in conjunction with, the consolidated financial statements, related notes and other financial information, as well as in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report. We operate on a 52- or 53-week fiscal year ending on the Thursday on or preceding December 31. The data presented contains references to fiscal 2013, fiscal 2014, fiscal 2015, fiscal 2016, and fiscal 2017, which represent our fiscal years ended December 26, 2013, December 25, 2014, December 29, 2016 and December 28, 2017 all of which were 52-week periods, and December 31, 2015, which was a 53-week period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

(in thousands, except per share amounts)(1)

    

12/28/2017

    

12/29/2016

    

12/31/2015(2)

    

12/25/2014

    

12/26/2013

    

Net sales

 

$

1,384,767

 

$

1,050,759

 

$

784,012

 

$

584,588

 

$

443,995

 

Cost of sales

 

 

812,203

 

 

621,497

 

 

471,390

 

 

355,051

 

 

274,172

 

Gross profit

 

 

572,564

 

 

429,262

 

 

312,622

 

 

229,537

 

 

169,823

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling & store operating expenses

 

 

353,647

 

 

271,876

 

 

202,637

 

 

146,485

 

 

106,835

 

General & administrative expenses

 

 

84,661

 

 

64,025

 

 

49,917

 

 

38,984

 

 

30,530

 

Pre-opening expenses

 

 

16,485

 

 

13,732

 

 

7,380

 

 

7,412

 

 

5,196

 

Litigation settlement

 

 

 —

 

 

10,500

 

 

 —

 

 

 —

 

 

 —

 

Executive severance(3)

 

 

 —

 

 

 —

 

 

296

 

 

2,975

 

 

 —

 

Total operating expenses

 

 

454,793

 

 

360,133

 

 

260,230

 

 

195,856

 

 

142,561

 

Operating income

 

 

117,771

 

 

69,129

 

 

52,392

 

 

33,681

 

 

27,262

 

Interest expense

 

 

13,777

 

 

12,803

 

 

9,386

 

 

8,949

 

 

7,684

 

Loss on early extinguishment of debt

 

 

5,442

 

 

1,813

 

 

 —

 

 

 —

 

 

1,638

 

Income before income taxes

 

 

98,552

 

 

54,513

 

 

43,006

 

 

24,732

 

 

17,940

 

Provision for income taxes

 

 

(4,236)

 

 

11,474

 

 

16,199

 

 

9,634

 

 

6,857

 

Net income

 

$

102,788

 

$

43,039

 

$

26,807

 

$

15,098

 

$

11,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Basic

 

$

1.13

 

$

0.52

 

$

0.32

 

$

0.18

 

$

0.13

 

Diluted

 

$

1.03

 

$

0.49

 

$

0.31

 

$

0.18

 

$

0.13

 

Weighted average shares outstanding:

 

 

  

 

 

  

 

 

  

 

 

 

 

 

 

 

Basic

 

 

90,951

 

 

83,432

 

 

83,365

 

 

83,222

 

 

83,104

 

Diluted

 

 

99,660

 

 

88,431

 

 

86,281

 

 

85,652

 

 

83,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

(in thousands)

 

12/28/2017

    

12/29/2016

    

12/31/2015

    

12/25/2014

    

12/26/2013

Consolidated balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

556

 

$

451

 

$

318

 

$

279

 

$

175

Net working capital

 

 

146,856

 

 

95,550

 

 

109,565

 

 

78,577

 

 

89,311

Total assets

 

 

1,067,992

 

 

831,166

 

 

748,888

 

 

635,498

 

 

555,093

Total debt(4)

 

 

189,062

 

 

390,743

 

 

177,590

 

 

152,420

 

 

157,172

Total stockholders’ equity

 

 

442,860

 

 

134,283

 

 

312,365

 

 

282,236

 

 

264,132

45


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

(in thousands, except per share amounts)(1)

 

12/28/2017

    

12/29/2016

    

12/31/2015(2)

    

12/25/2014

    

12/26/2013

Consolidated statement of cash flows data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

109,207

 

$

89,456

 

$

20,380

 

$

43,594

 

$

(15,428)

Net cash used in investing activities

 

 

(102,253)

 

 

(74,648)

 

 

(45,021)

 

 

(39,069)

 

 

(25,056)

Net cash (used in) provided by financing activities

 

 

(6,849)

 

 

(14,675)

 

 

24,680

 

 

(4,421)

 

 

40,487

Cash dividends declared per share

 

 

 —

 

 

2.43

 

 

 —

 

 

 —

 

 

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Other financial data:

 

12/28/2017

    

12/29/2016

    

12/31/2015(2)

    

12/25/2014

    

12/26/2013

 

Comparable store sales growth

 

 

16.6

%

 

19.4

%

 

13.5

%

 

15.8

%

 

22.1

%

Number of stores open at the end of the period(5)

 

 

84

 

 

70

 

 

58

 

 

48

 

 

39

 

Adjusted EBITDA (in thousands)(6)

 

$

158,781

 

$

108,398

 

$

72,868

 

$

51,208

 

$

36,537

 

Adjusted EBITDA margin

 

 

11.5

%

 

10.3

%

 

9.3

%

 

8.8

%

 

8.2

%

(1)

All of the earnings per share data, share numbers, share prices, and exercise prices have been adjusted on a retroactive basis to reflect the 321.820-for-one stock split effected on April 24, 2017. 

(2)

The 53rd week in fiscal 2015 represented $11.9 million in net sales, an estimated $2.1 million in operating income and an estimated $2.2 million in adjusted EBITDA. When presenting comparable store sales for fiscal 2015 and fiscal 2016, we have excluded the last week of fiscal 2015.

(3)

Represents costs incurred in connection with separation agreements with former officers.

(4)

Total debt consists of the current and long-term portions of our Credit Facilities, as well as debt discount and debt issuance costs.

(5)

Represents the number of our warehouse-format stores and our one small-format standalone design center. 

(6)

EBITDA and Adjusted EBITDA (which are shown in the reconciliations below) have been presented in this filing as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as net income before interest, loss on early extinguishment of debt, taxes, depreciation and amortization. We define Adjusted EBITDA as net income before interest, loss on early extinguishment of debt, taxes, depreciation and amortization, adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. Reconciliations of these measures to the equivalent measures under GAAP are set forth in the table below.

EBITDA and Adjusted EBITDA are key metrics used by management and our Board to assess our financial performance and enterprise value. We believe that EBITDA and Adjusted EBITDA are useful measures, as they eliminate certain expenses that are not indicative of our core operating performance and facilitate a comparison of our core operating performance on a consistent basis from period to period. We also use Adjusted EBITDA as a basis to determine covenant compliance with respect to our Credit Facilities, to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. EBITDA and Adjusted EBITDA are also used by analysts, investors and other interested parties as performance measures to evaluate companies in our industry.

EBITDA and Adjusted EBITDA are non-GAAP measures of our financial performance and should not be considered as alternatives to net income as a measure of financial performance or any other performance measure derived in accordance with GAAP and they should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of liquidity or free cash flow for management's discretionary use. In addition, these non-GAAP measures exclude certain non-recurring and other charges. Each of these non-GAAP measures has its limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the items eliminated in the adjustments made to determine EBITDA and Adjusted EBITDA, such as stock compensation expense, loss on asset disposal, executive recruiting/relocation, and other adjustments. Our presentation of EBITDA and Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Definitions and calculations of

46


EBITDA and Adjusted EBITDA differ among companies in the retail industry, and therefore EBITDA and Adjusted EBITDA disclosed by us may not be comparable to the metrics disclosed by other companies.

The reconciliations of net income to EBITDA and Adjusted EBITDA for the periods noted below are set forth in the table as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Fiscal Year Ended

(in thousands)

 

12/28/2017

    

12/29/2016

    

12/31/2015(2)

    

12/25/2014

    

12/26/2013

Net income

 

$

102,788

 

$

43,039

 

$

26,807

 

$

15,098

 

$

11,083

Depreciation and amortization(a)

 

 

33,546

 

 

25,089

 

 

16,794

 

 

11,073

 

 

6,362

Interest expense

 

 

13,777

 

 

12,803

 

 

9,386

 

 

8,949

 

 

7,684

Loss on early extinguishment of debt(b)

 

 

5,442

 

 

1,813

 

 

 —

 

 

 —

 

 

1,638

Income tax expense (benefit)

 

 

(4,236)

 

 

11,474

 

 

16,199

 

 

9,634

 

 

6,857

EBITDA

 

 

151,317

 

 

94,218

 

 

69,186

 

 

44,754

 

 

33,624

Stock compensation expense(c)

 

 

4,959

 

 

3,229

 

 

3,258

 

 

2,323

 

 

1,869

Loss on asset disposal(d)

 

 

128

 

 

451

 

 

128

 

 

148

 

 

656

Executive severance(e)

 

 

 —

 

 

 —

 

 

296

 

 

2,975

 

 

 —

Executive recruiting/relocation(f)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

54

Litigation settlement(g)

 

 

 —

 

 

10,500

 

 

 —

 

 

 —

 

 

 —

Other(h)

 

 

2,377

 

 

 —

 

 

 —

 

 

1,008

 

 

334

Adjusted EBITDA

 

$

158,781

 

$

108,398

 

$

72,868

 

$

51,208

 

$

36,537

(a)

Net of amortization of tenant improvement allowances and excludes deferred financing amortization, which is included as a part of interest expense in the table above. 

(b)

Loss recorded as a result of the prepayment of our Subordinated Notes in 2013, as well as the non-cash write-off of certain deferred financing fees related to the refinancing of term and revolver borrowings in 2013 and 2016. For 2017, the loss related to repaying a portion of our Term Loan Facility with our net proceeds from the IPO. 

(c)

Non-cash charges related to stock-based compensation programs, which vary from period to period depending on timing of awards and forfeitures. 

(d)

For fiscal 2014, fiscal 2015, fiscal 2016, and fiscal 2017, the losses related primarily to assets retired in connection with significant store remodels. For fiscal 2013, the loss was primarily related to the write-off of certain software previously acquired. 

(e)

Represents one-time costs incurred in connection with separation agreements with former officers.

(f)

Represents costs incurred to recruit and relocate members of executive management. 

(g)

Legal settlement related to classwide settlement to resolve a lawsuit. 

(h)

Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for fiscal 2017 relate to costs in connection with the IPO, two secondary public offerings of our Class A common stock by certain of our stockholders and expenses and losses, net of recoveries, from hurricanes Harvey and Irma. The Company did not sell any shares in either secondary offering and did not receive any proceeds from the sales of shares by the selling stockholders. Amounts for fiscal 2014 relate to costs in connection with the IPO.

47


ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Financial Data” and our consolidated financial statements and the related notes thereto and other financial information included elsewhere in this filing. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in “Item 1A1A. Risk Factors.” See the cautionary note regarding forward-looking statements set forth at the beginning of Part I of this Annual Report.

Overview

Founded in 2000, Floor & Decor is a high‑growth,high-growth, differentiated, multi‑channelmulti-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces with 83 warehouse‑format221 warehouse-format stores across 2136 states as of December 28, 2017.2023. We believe our unique approach to selling hard surface flooring and our consistent and disciplined culture of innovation and reinvestment create a differentiated business model in the hard surface flooring category. We believe that we offer the industry’s broadest in-stock assortment of tile, wood, laminate and vinyl, and natural stone flooring along with decorative and installation accessories and adjacent categories at everyday low prices.prices, positioning us as the one-stop destination for our customers’ entire hard surface flooring needs. We appeal to a variety of customers, including our Pro, DIYprofessional installers and BIY customers.commercial businesses (“Pro”) and homeowners, which are comprised of do it yourself customers (“DIY”) and buy it yourself customers, who buy the products for professional installation (“BIY”). Our warehouse‑formatwarehouse-format stores, which average approximately 73,00078,000 square feet, carry on average approximately 3,6004,500 flooring and decorative and installation accessory SKUs, 1.3approximately 1.0 million square feet of flooring products, and $2.5$3.0 million of inventory at cost.cost as of December 28, 2023. We believe that our inspiring design centers and creative and informative visual merchandising also greatly enhance our customers’ renovation experience. In addition to our stores, our website FloorandDecor.com showcases our products.

We believe

The following table presents a performance summary of our strong financial results are a reflection of a growing domestic hard surface flooring market, a unique approach to selling hard surface flooringoperations for fiscal years 2023 and our consistent and disciplined culture of innovation and reinvestment, together creating a differentiated business model in the hard surface flooring category. In fiscal 2017 we saw our highest sales, net income and adjusted EBITDA in our history. In addition, we experienced our ninth year of double digit comparable store sales growth, averaging 15.4% and for the past three years averaging 16.5%.

2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

    

12/28/2017

    

12/29/2016

    

12/31/2015

    

 

 

CAGR

    

Comparable stores sales

 

 

16.6

%  

 

 19.4

%  

 

13.5

%  

 

 

N/A

 

Number of warehouse-format stores

 

 

83

 

 

69

 

 

57

 

 

 

20.7

%  

Net sales (in thousands)

 

$

1,384,767

 

$

1,050,759

 

$

784,012

 

 

 

32.9

%  

Net income (in thousands)

 

$

102,788

 

$

43,039

 

$

26,807

 

 

 

95.8

%  

Adjusted EBITDA (in thousands)

 

$

158,781

 

$

108,398

 

$

72,868

 

 

 

47.6

%  

Fiscal Year Ended
dollars in thousands12/28/202312/29/2022
Net sales$4,413,884$4,264,473
Net income$245,980$298,195
Adjusted EBITDA$551,133$577,050
Comparable store sales(7.1)%9.2 %
Number of warehouse-format stores221191

During fiscal 2017,2023, we continued to make long‑term key long-term strategic investments, including:

·

opening 14 new warehouse-format stores ending with 83 warehouse-format stores;

·

focusing on innovative new products and localized assortments, supported by inspirational in-store and online visual merchandising solutions;

opening 31 new warehouse-format stores and closing one warehouse-format store, ending the year with 221 warehouse-format stores and five design studios;

·

augmenting the management team with new hires in store operations, store training, Pro and Commercial sales, e-commerce, supply chain, merchandising, real estate, information technology and inventory management;

continuing our strategic expansion into commercial surfaces through our acquisition of Salesmaster, a seller of commercial surfaces that primarily serves end users and flooring contractors in New York City and certain New England markets (refer to Note 15, “Acquisitions” of the notes to the consolidated financial statements included in this Annual Report for additional details);

·

investing in our connected customer and Pro customer personnel and technology;

focusing on innovative new products and localized assortments, supported by inspirational in-store and online visual merchandising solutions;

·

increasing proprietary credit offerings;

adding more resources dedicated to serving our Pro customers, including hiring professional external sales staff to drive more Pro sales;

·

adding more resources dedicated to serving our Pro customers;

investing in our Pro, connected customer, in-store designer, customer relationship, and store focused technology; and

·

investing capital to continue enhancing the in-store shopping experience for our customers; and

investing capital to continue enhancing the in-store shopping experience for our customers.

48


·

increasing and expanding marketing campaigns to articulate our unique features and benefits in the hard surface flooring market.

Fiscal 2018 – A Look At The Upcoming Year

macroeconomic factors during fiscal 2023, including rising interest rates and higher home prices putting pressure on housing affordability and resulting in declines in existing home sales, inflation, and a shift in consumer spending toward services. We believe these factors directly contributed to a slowdown in demand for flooring resulting in year-over-year declines in our comparable store sales and net income. We believe that our compelling business model, pluscontinued focus on providing exceptional value to customers through our broad assortment and everyday low price strategy, while remaining disciplined to maintain profitability through cost control and strategic growth investments, have been instrumental in helping us to navigate this challenging housing market. However, the projected growthpotential significance and duration of these macroeconomic difficulties is uncertain, and further pressures on the large and highly fragmented $11.5 billion hard surface flooringhousing market (in manufacturers’ dollars,could have an estimated $20 billion after the retail markup), provides us with an opportunity to significantly expand our store base in the U.S. from 83 warehouse format stores as of December 28, 2017 to approximately 400 stores nationwide within the next 15 years basedadverse impact on our internal research with respect to housing density, demographic data, competitor concentration and other variables in both new and existing markets. Over the next several years, we plan to grow our store base by approximately 20% per year. In addition to opening new stores, our focus will be on executing our core strategies as well as continuing to make investments that we believe will support our long-term growth, as outlined in “Item 1. Business - Our Growth Strategy”. Due to the expected growth in the macro-economy and the strengthbusiness.

30

Key Performance Indicators

We consider a variety of performance and financial measures in assessing the performance of our business. The key measures we use to determine how our business is performing are comparable store sales, the number of new store openings, gross profit and gross margin, operating income, and EBITDA and Adjusted EBITDA.

Comparable Store Sales

Our comparable store sales growth is a significant driver of our net sales, profitability, cash flow, and overall business results. We believe that comparable store sales growth is generated by continued focus on providing a dynamic and expanding product assortment in addition to other merchandising initiatives, quality of customer service, enhancing sales and marketing strategies, improving visual merchandising and overall aesthetic appeal of our stores and our website, effectively serving our Pro customers, continued investment in store staff and infrastructure, growing our proprietary credit offering, and further integrating connected customer strategies and other key information technology enhancements.

Comparable store sales refer to period‑over‑periodperiod-over-period comparisons of our net sales among the comparable store base which has historically been when customers obtained possession of their product. Starting in 2018, when the new revenue recognition standard is adopted, our comparable store sales will refer to period-over-period comparisons of our net salesand are based on when the customer obtains control of theirthe product, which is typically at the time of sale and may be slightly different than our historically reported net sales due to timing of when final delivery of the product has occurred.sale. A store is included in the comparable store sales calculation on the first day of the thirteenth full fiscal month following a store’s opening, which is when we believe comparability has been achieved. Since our e‑commerce sales are fulfilled by individual stores, they are included in comparable store sales only to the extent the fulfilling store meets the above mentioned store criteria. Changes in our comparable store sales between two periods are based on net sales for stores that were in operation during both of the two periods. Any change in the square footage of an existing comparable store, including for remodels and relocations within the same primary trade area of the existing store being relocated, does not eliminate that store from inclusion in the calculation of comparable store sales. Stores that are closed temporarily and relocated within their primary trade areas are included in same store sales. Additionally, any stores that were closed during the currentfor a full fiscal month or prior fiscal yearlonger are excluded from the definition of comparable stores.

Our fiscal 2015 year, which ended December 31, 2015, included a 53rd week. When presenting comparable store sales calculation for each full fiscal 2015, we havemonth that they are closed. Since our e-commerce, regional account manager, and design studio sales are fulfilled by individual stores, they are included in comparable store sales only to the extent the fulfilling store meets the above mentioned store criteria. Sales through our Spartan Surfaces, LLC. (“Spartan”) subsidiary do not involve our stores and are therefore excluded from the last week of fiscal 2015.

comparable store sales calculation.

Definitions and calculations of comparable store sales differ among companies in the retail industry, andindustry; therefore, comparable store metrics disclosed by us may not be comparable to the metrics disclosed by other companies.

Comparable

We believe that comparable store sales allow usis a useful measure as it allows management, analysts, investors, and other interested parties to evaluate howthe sales performance of our retail stores are performing by measuringstores. In addition, comparable store sales highlights our sales and market share growth. Management uses comparable store sales to evaluate the change in period‑over‑period net sales. effectiveness of our selling strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures.
Various factors affect comparable store sales, including:

·

national and regional economic conditions;

49

national and regional economic conditions;

the retail sales environment and other retail trends;
the home improvement spending environment;
competition;

·

the retail sales environment and other retail trends;

changes in our product mix;

·

the home improvement spending environment;

changes in staffing at our stores;

·

the hard surface flooring industry trends;

cannibalization resulting from the opening of new stores in existing markets;

·

the impact of competition;

changes in pricing;

·

changes in our product mix;

changes in advertising and other operating costs; and

·

changes in staffing at our stores;

weather conditions.

·

cannibalization resulting from the opening of new stores in existing markets;

·

changes in pricing;

·

changes in advertising and other operating costs; and

·

weather conditions.

Number of New Stores

The number and timing of new store openings, and the costs and fixed lease obligations associated therewith,with those openings, have had, and are expected to continue to have, a significant impact on our results of operations. The number of new stores reflects the number of stores opened during a particular reporting period. Before we open new stores, we incur pre‑openingpre-opening expenses, which are defined below. While net sales at new stores are generally lower than net sales at our stores that have been open for more than one year, our new stores have historically been profitable in their first year. Generally,Our ability to open new, profitable stores is important to our newer stores have also averaged higher comparable storelong-term sales and profit growth than our total store average.

goals.

31

Gross Profit and Gross Margin

Our gross profit is variable in nature and generally follows changes in net sales. Our gross profit and gross margin can also be impacted by changes in our prices, our merchandising assortment, shrink,shrinkage, damage, selling of discontinued products, the cost to transport our products from the manufacturer to our stores, and our distribution center costs. With respect to our merchandising assortment, certain of our products tend to generate somewhat higher margins than other products within the same product categories or among different product categories. We have experienced modest inflation increases in certain of our product categories but historically have been able to source from a different manufacturer or pass increases ontoon to our consumers with modest impact on our gross margin.consumers. Our gross profit and gross margin, which reflect our net sales and our cost of sales and any changes to the components thereof, allow us to evaluate our profitability and overall business results.

Gross profit is calculated as net sales less cost of sales. Gross profit as a percentage of net sales is referred to as gross margin. Cost of sales consists of merchandise costs, as well as freight costs to transport inventory to our distribution centers and stores, and duty and other costs that are incurred to distribute the merchandise to our stores. Cost of sales also includes shrinkage, damage, product disposals, distribution, warehousing costs, sourcing and compliance costs. We receive cash consideration from certain vendors related to vendor allowances and volume rebates, which is recorded as a reduction of costs of sales as the inventory is sold or as a reduction of the carrying value of inventory while the inventory is still on hand. Costs associated with arranging and paying for freight to deliver products to customers is included in cost of sales. The components of our cost of sales may not be comparable to the components of cost of sales, or similar measures, of other retailers. As a result, data in this filing regarding our gross profit and gross margin may not be comparable to similar data made available by other retailers.

We believe that gross profit and gross margin are useful measures as they allow management and analysts, investors, and other interested parties to evaluate the cost and profitability of our products and overall cost of sales, which is our largest expense. Gross profit and gross margin are also important indicators of our ability to grow profits and leverage our expenses on a growing sales base. Management uses gross profit and gross margin, among other measures, to make decisions related to product, pricing, supplier, and distribution strategies as well as other areas affecting the products we offer to our customers.
Operating Income, EBITDA, Adjusted EBITDA

Operating income, EBITDA, and Adjusted EBITDA are key metrics used by management and our Board to assess our financial performance and enterprise value. We believe that operating income, EBITDA, and Adjusted EBITDA are useful measures, as they eliminate certain expenses that are not indicative of our core operating performance and facilitate a comparison of our core operating performance on a consistent basis from period to period. We also use Adjusted EBITDA as a basis to determine covenant compliance with respect to our Credit Facilities, to supplement GAAP measures of performance to evaluate the effectiveness of our

50


business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Operating income, EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties as performance measures to evaluate companies in our industry.

EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as net income before interest, loss on early extinguishment of debt, taxes, depreciation and amortization. We define Adjusted EBITDA as net income before interest, loss on early extinguishment of debt, taxes, depreciation and amortization, adjusted to eliminate the impact of non-cash stock-based compensation expense and certain items that we do not consider indicative of our core operating performance.

EBITDA and Adjusted EBITDA are non-GAAP measures of our financial performance and should not be considered as alternatives to net income as a measure of financial performance or any other performance measure derived in accordance with GAAP, and they should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of liquidity or free cash flow for management's discretionary use. In addition, these non-GAAP measures exclude certain non-recurring and other charges. Each of these non-GAAP measures has its limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the items eliminated in the adjustments made to determine EBITDA and Adjusted EBITDA, such as stockstock-based compensation expense, loss (gain) on asset disposal, executive recruiting/distribution center relocation expenses, fair value adjustments related to contingent-earn out liabilities, and other adjustments. Our presentation of EBITDA and Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Definitions and calculations of EBITDA and Adjusted EBITDA differ among companies in the retail industry, and therefore EBITDA and Adjusted EBITDA disclosed by us may not be comparable to the metrics disclosed by other companies.

32

Other Key Financial Definitions

Net Sales

Net sales reflect our sales of merchandise, less discounts and estimated returns and include our in-store sales and e-commerce sales. In certain cases, we arrange and pay for freight to deliver products to customers and bill the customer for the estimated freight cost, which is also included in net sales. Revenue is recognized when we satisfy the performance obligations in contracts with our customers, which is typically when the customer obtains control of the underlying inventory.
The retail sectorand commercial sectors in which we operate isare cyclical, and consequently our sales are affected by general economic conditions. Purchases of our products are sensitive to trends in the levels of consumer spending, which are affected by a number of factors such as consumer disposable income, housing market conditions, unemployment trends, stock market performance, consumer debt levels and consumer credit availability, interest rates and inflation, tax rates and overall consumer confidence in the economy.

Net sales reflect our sales of merchandise, less discounts and estimated returns and include our in-store sales and e-commerce sales. In certain cases, we arrange and pay for freight to deliver products to customers and bill the customer for the estimated freight cost, which is also included in net sales. Revenue is recognized when both collectionor reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, revenue is recognized at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment.

Selling and Store Operating Expenses

We expect that our selling and store operating expenses will increase in future periods with future growth.

Selling and store operating expenses consist primarily of store personnel wages, bonuses and benefits, rent and infrastructure expenses, supplies, depreciation and amortization, training expenses, and advertising costs. Credit card fees, insurance, personal property taxes, and other miscellaneous operating costs are also included.

We expect that our selling and store operating expenses will increase in future periods with future growth. Selling and store operating expenses include variable as well as fixed components, which may not directly correlate with net sales. The components of our selling and store operating expenses may not be comparable to the components of similar measures of other retailers.

General and Administrative Expenses

We expect that our general and administrative expenses will increase in future periods with future growth and in part due to additional legal, accounting, insurance and other expenses that we expect to incur as a result of being a public company, including compliance with the Sarbanes-Oxley Act. General and administrative expenses include both fixed and variable components, and therefore, are not directly correlated with net sales.

51


General and administrative expenses consist primarily of costs incurred outside of our stores and include administrative personnel wages in our store support center and regional functions, bonuses and benefits, supplies, depreciation and amortization, and store support center expenses. Insurance, legal expenses, information technology costs, consulting, and other miscellaneous operating costs are also included.

We expect that our general and administrative expenses will increase in future periods with future growth. General and administrative expenses include variable as well as fixed components, which may not directly correlate with net sales. The components of our general and administrative expenses may not be comparable to the components of similar measures of other retailers.

Pre‑opening

Pre-opening Expenses

We account for non-capital operating expenditures incurred prior to opening a new store or relocating an existing store as "pre-opening"“pre-opening” expenses in our consolidated statementsConsolidated Statements of income.Operations and Comprehensive Income. Our pre-opening expenses begin, on average, three months to six monthsone year in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. The majority of pre-opening expenses are incurred during the three months before a store opens. Pre-opening expenses primarily include the following: rent, advertising, training, staff recruiting, utilities, personnel, and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area.

Segments

52

We have two operating segments and one reportable segment. For additional segment information, refer to Note 1, “Summary of Significant Accounting Policies” of the notes to the consolidated financial statements included in this Annual Report.
33

Table of Contents

Results of Operations

The comparison of the fiscal years ended December 29, 2022 and December 30, 2021 can be found in our annual report on Form 10-K for the fiscal year ended December 29, 2022 (the “2022 Annual Report”) located within Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Results of operations for prior periods should not be considered indicative of future results. For information about the potential impacts that risks, such as declines in economic conditions that affect the residential housing market and consumer spending for hard surface flooring, interest rates, inflation, global supply chain disruptions, and geopolitical instability, among others, may have on our results of operations and overall financial performance for future periods, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview” and Item 1A., “Risk Factors”.
For the fiscal years ended December 28, 2023 and December 29, 2022
The following table summarizestables summarize key components of our results of operations for the periods indicated in dollars and as a percentage(certain numbers may not sum due to rounding):
Fiscal Year Ended
12/28/202312/29/2022Increase (Decrease)
dollars in thousands
Amount% of Net salesAmount% of Net sales$%
Net sales$4,413,884 100.0 %$4,264,473 100.0 %$149,411 3.5 %
Cost of sales2,555,536 57.9 2,536,757 59.5 18,779 0.7 %
Gross profit1,858,348 42.1 1,727,716 40.5 130,632 7.6 %
Operating expenses:
Selling and store operating1,239,225 28.1 1,078,466 25.3 160,759 14.9 %
General and administrative252,713 5.7 213,848 5.0 38,865 18.2 %
Pre-opening44,982 1.0 38,642 0.9 6,340 16.4 %
Total operating expenses1,536,920 34.8 1,330,956 31.2 205,964 15.5 %
Operating income321,428 7.3 396,760 9.3 (75,332)(19.0)%
Interest expense, net9,897 0.2 11,138 0.3 (1,241)(11.1)%
Income before income taxes311,531 7.1 385,622 9.0 (74,091)(19.2)%
Income tax expense65,551 1.5 87,427 2.1 (21,876)(25.0)%
Net income$245,980 5.6 %$298,195 7.0 %$(52,215)(17.5)%

Fiscal Year Ended
12/28/202312/29/2022
Comparable store sales(7.1)%9.2 %
Comparable average ticket0.2 %17.0 %
Comparable customer transactions(7.2)%(6.6)%
Number of warehouse-format stores221191
Adjusted EBITDA (in thousands) (1)
$551,133$577,050
Adjusted EBITDA (% of net sales)12.5 %13.5 %
(1)    Refer to “Reconciliation of Non-GAAP Measures” further below for reconciliation of Adjusted EBITDA to net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

12/28/2017

 

 

12/29/2016

 

 

 

 

(in thousands)

 

Actual

 

% of Sales

    

 

Actual

 

% of Sales

 

 

% Increase/(Decrease)

 

Net sales

 

$

1,384,767

 

100.0

%

 

$

1,050,759

 

100.0

%

 

31.8

%

Cost of sales

 

 

812,203

 

58.7

 

 

 

621,497

 

59.1

 

 

30.7

 

Gross profit

 

 

572,564

 

41.3

 

 

 

429,262

 

40.9

 

 

33.4

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling & store operating expenses

 

 

353,647

 

25.5

 

 

 

271,876

 

25.9

 

 

30.1

 

General & administrative expenses

 

 

84,661

 

6.1

 

 

 

64,025

 

6.1

 

 

32.2

 

Pre-opening expenses

 

 

16,485

 

1.2

 

 

 

13,732

 

1.3

 

 

20.0

 

Litigation settlement

 

 

 —

 

 —

 

 

 

10,500

 

1.0

 

 

(100.0)

 

Total operating expenses

 

 

454,793

 

32.8

 

 

 

360,133

 

34.3

 

 

26.3

 

Operating income

 

 

117,771

 

8.5

 

 

 

69,129

 

6.6

 

 

70.4

 

Interest expense

 

 

13,777

 

1.0

 

 

 

12,803

 

1.2

 

 

7.6

 

Loss on early extinguishment of debt

 

 

5,442

 

0.4

 

 

 

1,813

 

0.2

 

 

200.2

 

Income before income taxes

 

 

98,552

 

7.1

 

 

 

54,513

 

5.2

 

 

80.8

 

Provision for income taxes

 

 

(4,236)

 

(0.3)

 

 

 

11,474

 

1.1

 

 

(136.9)

 

Net income

 

$

102,788

 

7.4

%

 

$

43,039

 

4.1

%

 

138.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

12/29/2016

 

 

12/31/2015

 

 

 

 

(in thousands)

 

Actual

 

% of Sales

    

 

Actual

 

% of Sales

 

 

% Increase/(Decrease)

 

Net sales

 

$

1,050,759

 

100.0

%

 

$

784,012

 

100.0

%

 

34.0

%

Cost of sales

 

 

621,497

 

59.1

 

 

 

471,390

 

60.1

 

 

31.8

 

Gross profit

 

 

429,262

 

40.9

 

 

 

312,622

 

39.9

 

 

37.3

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling & store operating expenses

 

 

271,876

 

25.9

 

 

 

202,637

 

25.8

 

 

34.2

 

General & administrative expenses

 

 

64,025

 

6.1

 

 

 

49,917

 

6.5

 

 

28.3

 

Pre-opening expenses

 

 

13,732

 

1.3

 

 

 

7,380

 

0.9

 

 

86.1

 

Litigation settlement

 

 

10,500

 

1.0

 

 

 

 —

 

 —

 

 

100.0

 

Executive severance

 

 

 —

 

 —

 

 

 

296

 

 —

 

 

(100.0)

 

Total operating expenses

 

 

360,133

 

34.3

 

 

 

260,230

 

33.2

 

 

38.4

 

Operating income

 

 

69,129

 

6.6

 

 

 

52,392

 

6.7

 

 

31.9

 

Interest expense

 

 

12,803

 

1.2

 

 

 

9,386

 

1.2

 

 

36.4

 

Loss on early extinguishment of debt

 

 

1,813

 

0.2

 

 

 

 —

 

 —

 

 

100.0

 

Income before income taxes

 

 

54,513

 

5.2

 

 

 

43,006

 

5.5

 

 

26.8

 

Provision for income taxes

 

 

11,474

 

1.1

 

 

 

16,199

 

2.1

 

 

(29.2)

 

Net income

 

$

43,039

 

4.1

%

 

$

26,807

 

3.4

%

 

60.6

%

53


income.

34

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

    

12/28/2017

    

12/29/2016

    

12/31/2015

    

Comparable stores sales

 

 

16.6

%  

 

19.4

%  

 

13.5

%  

Comparable average ticket

 

 

1.7

%  

 

3.6

%  

 

1.4

%  

Comparable customer transactions

 

 

14.8

%  

 

14.7

%  

 

11.7

%  

Number of warehouse-format stores

 

 

83

 

 

69

 

 

57

 

Adjusted EBITDA (in thousands)

 

$

158,781

 

$

108,398

 

$

72,868

 

Adjusted EBITDA margin

 

 

11.5

%  

 

10.3

%  

 

9.3

%  

Net Sales

Net sales during fiscal 20172023 increased $334.0$149.4 million, or 31.8%3.5%, compared to fiscal 2016.All of our product categories experienced comparable store2022 due to sales increasesfrom the 31 new warehouse-format stores that we opened during the period, drivenyear and growth in our commercial business, partially offset by increases in laminate/luxury vinyl plank and decorative accessories that were above our average for fiscal 2017. Our comparable store sales increased 16.6%, or $173.1 million, while our non‑comparable store sales contributed $160.9 million. The increasea decrease in comparable store sales of 7.1%. The comparable store sales decline during the period of 7.1%, or $289.7 million, was primarily due to the 7.2% decrease in comparable customer transactions, which we believe was largely driven by a 14.8% increasedeclines in comparable customer transactionsand to a lesser extent a 1.7% increase in comparable average ticket growth. Comparable customer transactions and average ticket are measured at the time of sale, which may be slightly different than our reported sales due to timing of when final delivery of the product has occurred. We believe the increase in net sales, customer transactions and average ticket are due to the execution of our key strategic investments and an improved U.S. flooring market. As described in the "Overview" section above, we believe our enhanced Pro, merchandising, connected customer, marketing and visual merchandising strategies, along with new innovative products led to our sales growth. In addition, comparable stores sales benefited by approximately 200 basis points from the continued recovery in the areas impacted by Hurricane Harvey.existing home sales. Non-comparable store sales of $439.1 million during the same period were primarily driven by the opening of 14 new stores during fiscal 2017.

Netand revenue from Spartan.

We estimate that retail sales during fiscal 2016 increased $266.7 million, or 34.0%,2023 were approximately 55% from homeowners and 45% from Pros compared to fiscal 2015. All of our product categories experienced comparable store sales increases during the period, driven by increases in laminate/luxury vinyl plank, decorative accessoriesapproximately 58% from homeowners and tile that were above our Company average for fiscal 2016. Our comparable store sales increased 19.4%, or $149.1 million, while our non-comparable store sales contributed $117.6 million. The increase in comparable store sales was driven primarily by an increase in comparable customer transactions of 14.7% and to a lesser extent by comparable average ticket growth of 3.6%. Comparable customer transactions and average ticket are measured at the time of sale, which may be slightly different than our reported sales due to timing of when final delivery of the product has occurred. We believe the increase in net sales, customer transactions and average ticket are due to the execution of our key strategic investments and an improved U.S. flooring market. As described in the "Overview" section above, we have hired key personnel in all departments, implemented connected customer strategies, including an improved website, and made key process and technology investments in merchandising and supply chain leading to better in-stock selection and higher quality products. We have invested in value added strategies targeting Pro customers, including dedicated sales teams. Non-comparable store sales were driven by the opening of 12 new stores42% from Pros during fiscal 2016. The 53rd week in fiscal 2015 added approximately $11.9 million in net sales.

2022.

Gross Profit and Gross Margin

Gross profit forduring fiscal 20172023 increased $143.3$130.6 million, or 33.4%7.6%, compared to fiscal 2016. This2022. The increase in gross profit was primarily driven by the result of increased3.5% increase in net sales and an increase in gross margin to a lesser extent higher product margins. Gross margin for fiscal 2017 increased42.1%, up approximately 40160 basis points to 41.3% from 40.9%40.5% in fiscal 2016. This2022. The increase in gross margin was primarily attributable to higher product margin of approximately 75 basis points and approximately 10 basis points due to lower inventory shrinkage and damage, partially offset by approximately 30 basis points of higher distribution center costs due to expanding approximately 2.4x to 2.9 million square feet.

Gross profit for fiscal 2016 increased $116.6 million, or 37.3%, compared to fiscal 2015. This increasea decline in gross profit was primarily the result of increased sales volume. Gross margin for fiscal 2016 increased approximately 100 basis points compared to fiscal 2015. This increase was primarily driven by approximately 120 basis points of product margin improvement resulting from increased sales of higher quality products that carry a higher gross margin and lower freight costs, slightly offset by approximately 10 basis points of higher supply chain and global sourcing and compliance costs as well as approximately 10 basis points due to higher inventory damage and shrinkage.

in 2023.

54


Selling and Store Operating Expenses

Selling and store operating expenses induring fiscal 20172023 increased by $81.8$160.8 million, or 30.1% from14.9%, compared to fiscal 2016,2022. The increase in selling and store operating expenses was primarily due primarily to the addition of 14$154.9 million for new stores in fiscal 2017, and to$8.9 million at Spartan, partially offset by a lesser extent increased personnel and occupancy expensesdecrease of $3.0 million at our mature stores to support a 16.6% same store sales increase.comparable stores. As a percentage of net sales, our selling and store operating expenses decreased approximately 40 basis points to 25.5%. Comparable store selling and store operating expenses as a percentage of comparable store sales decreased by approximately 140 basis points, as we leveraged occupancy and personnel expenses on higher net sales.

Selling and store operating expenses increased $69.2 million, or 34.2%, due primarily to the addition of 12 new stores during fiscal 2016, and increased expenses in our comparable stores, which drove an increase in comparable store sales of 19.4%. As a percentage of net sales, our selling and store operating expenses increased by approximately 10280 basis points to 25.9%. Our comparable store selling and store operating expenses decreased by approximately 130 basis points as28.1% from 25.3% in fiscal 2022. This increase was primarily attributable to deleverage from a percentage ofdecrease in comparable store sales as we leveraged occupancy, personnel and advertising expenses on higher net sales. Our new stores have lower net sales and higher store operating expenses as a percentage of net sales than do our mature stores.

General and Administrative Expenses

General and administrative expenses which are typically expenses incurred outside of our stores,during fiscal 2023 increased $20.6$38.9 million, inor 18.2%, compared to fiscal 2017, or 32.2% from fiscal 2016, due to our continued investments2022. The increase in personnel for our regional and store support functions in support of our store growth and higher legal and consulting costs as a result of indirect costs associated with our IPO and Secondary Offerings. Our general and administrative expenses as a percentagewas primarily comprised of net sales remained flat year over year.

Generalcosts to support store growth, including approximately $23.3 million for additional staff and administrative expenses, which are typically expenses incurred outside of our stores, increased $14.1$11.8 million in fiscal 2016, or 28.3% from fiscal 2015, due to investments we made in personnel for our regional and store support functions to support our store growth, higher incentive compensation accruals and higher consultingother administrative costs. Our general and administrative expenses as a percentage of net sales decreasedincreased by approximately 4070 basis points primarily due to leveraging our expenses over increasing net sales.

Pre-Opening Expenses

Pre‑opening expenses5.7% from 5.0% in fiscal 20172022. The increase as a percentage of net sales was primarily driven by deleverage from a decrease in comparable store sales.

Pre-Opening Expenses
Pre-opening expenses during fiscal 2023 increased $2.8$6.3 million, or 20.0% from16.4%, compared to fiscal 2016.2022. The increase is primarily resulted from an increase in the number of future stores that we were preparing to open and delays in getting our stores open compared to the prior year.
Interest Expense, Net
Net interest expense during fiscal 2023 decreased $1.2 million, or 11.1%, compared to fiscal 2022 due to a greater number of new stores opened or planned to be opened for which pre-opening expenses were incurred, as well asdecrease in average amounts outstanding under our ABL Facility, higher average occupancy costs due to targeted locations being in higher cost metropolitan locations during fiscal 2017 compared to fiscal 2016. During fiscal 2017, we opened 14 stores, as well as one relocation,interest income from our interest cap derivative contracts, and incurred costs for four additional stores planned to open in 2018, as compared to opening 12 stores, and incurring costs for three additional stores planned to open as well as one relocation in 2017 during fiscal 2016.

Pre-opening expenses in fiscal 2016 increased $6.4 million, or 86.1% from fiscal 2015. The increase is primarily due to a greater number of new stores opened or planned to be opened for which pre-opening expenses were incurred and to a lesser extent higher average occupancy and advertising costs per store during fiscal 2016 compared to fiscal 2015. During fiscal 2016, we opened 12 stores and incurred costs for three additional stores planned to open as well as one relocation in 2017 compared to opening ten stores and incurring costs for two additional stores that opened in 2016 during fiscal 2015.

Interest Expense

Interest expense in fiscal 2017 increased $1.0 million, or 7.6% compared to fiscal 2016. Thean increase in interest expense was primarily due to our average total debt increasing to $261.5 million in fiscal 2017 compared to $225.4 million in fiscal 2016. The increase in average total debt was due to paying a special dividend of $202.5 million, making related cash payments of $22.5 million in respect of certain options to purchase our common stock and refinancing our debt in the fiscal fourth quarter of 2016,capitalized, partially offset by paying down approximately $192.0 million of our debt with our net IPO proceeds during the fiscal second quarter of 2017. The increase in interest expense was partially offset by a lower effective interest rate of 5.3% for fiscal 2017 from 5.7% for fiscal 2016.

Interest expense for fiscal 2016 increased $3.4 million compared to fiscal 2015. The increase in interest expense was entirely due to our average total debt increasing $64.4 million to $225.4 million for fiscal 2016 compared to $161.0 million in fiscal 2015. The effective interest rate was 5.7% in fiscal 2016 compared to 5.8% in fiscal 2015.

increases on outstanding debt.

55

Income Tax Expense

Taxes

The provision for income taxes was $65.6 million in fiscal 2017 decreased $15.72023 compared to $87.4 million or 136.9% fromin fiscal 2016.2022. The effective tax rate was (4.3)% compared to 21.0% for fiscal 20172023 compared to 22.7% for fiscal 2016, respectively.2022. The decrease in the effective tax rate was primarily due to the combination of thean increase in excess tax benefitbenefits related to stock options exercised and the tax benefit related to adjusting our deferred tax rate to our anticipated future rate due to new tax reform legislation enacted in December 2017.

The provision for income taxes in fiscal 2016 decreased $4.7 million, or 29.2% from fiscal 2015. The decrease in the provision for income taxes for fiscal 2016 compared to fiscal 2015 is attributable to the decrease in the effective tax rate,stock-based compensation awards that was partially offset by an increaselimitations on deductions for compensation to certain employees under Internal Revenue Code Section 162(m).

35

Table of Contents
Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
For the periods presented, the following table reconciles EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in income before income taxes. The decreaseaccordance with GAAP:
Fiscal Year Ended
in thousands12/28/202312/29/2022
Net income$245,980 $298,195 
Depreciation and amortization (a)
199,856 153,446 
Interest expense, net9,897 11,138 
Income tax expense65,551 87,427 
EBITDA521,284 550,206 
Stock-based compensation expense (b)
27,240 22,233 
Other (c)
2,609 4,611 
Adjusted EBITDA$551,133 $577,050 
(a)    Excludes amortization of deferred financing costs, which is included as part of interest expense, net in the fiscal 2016 effective tax rate was due to an $8.5 million state and federal tax benefittable above.
(b)    Non-cash charges related to a dividend equivalent paymentstock-based compensation programs, which vary from period to certain option holders.

Seasonality

Historically, our business has had very little seasonality. Our specialty hard surface flooring and decorative home product offering makes us less susceptible to holiday shopping seasonal patterns compared to other retailers. However, we generally conduct a clearance event during our third fiscal quarter followed by a smaller clearance event towardsperiod depending on the end of the year. The timing of these clearance events is driven by operational considerations rather than customer demandawards and could change from yearforfeitures.

(c)    Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for fiscal 2023 relate to year.

changes in the fair value of contingent earn-out liabilities.Amounts for fiscal 2022 primarily relate to relocation expenses for our Houston distribution center and changes in the fair value of contingent earn-out liabilities.

Liquidity and Capital Resources

Liquidity is provided primarily by our cash flows from operations and our $800.0 million ABL Facility. During fiscal 2017, we generated $109.2 million in cash from operating activities. AsUnrestricted liquidity as of December 28, 2017, we had $146.72023 was $752.8 million, in unrestricted liquidity, consisting of $0.6$34.4 million in cash and cash equivalents and $146.1$718.4 million immediately available for borrowing under the ABL Facility without violating any covenants thereunder.

Our liquidity is generally not seasonal, and our uses of cash are primarily tied to when we open stores and make other capital expenditures.

Our primary cash needs are for merchandise inventories, payroll, store rent, and other operating expenses and capital expenditures associated with opening new stores and remodeling existing stores, as well as information technology, e-commerce, and store support center infrastructure. We also use cash for the payment of taxes and interest.

The most significant components of our operating assetsinterest and, liabilities are merchandise inventories and accounts payable, and to a lesser extent accounts receivable, prepaid expenses and other assets, other current and non-current liabilities, taxes receivable and taxes payable. Our liquidity is not generally seasonal, and our uses of cash are primarily tied to when we open stores and make other capital expenditures.as applicable, acquisitions. We believeexpect that cash expected to be generated from operations andtogether with cash on hand, the availability of borrowings under the ABL Facilityour credit facilities, and if necessary, additional funding through other forms of external financing, will be sufficient to meet liquidity requirements, anticipated capital expenditures, and payments due under our Credit Facilitiescredit facilities for at least the next 12 months.

Merchandise inventory is our most significant working capital assettwelve months and is considered “in-transit” or “available for sale”, based on whether we have physically received the products at an individual store location or in one of our four distribution centers.  In-transit inventory generally varies due to contractual terms, country of origin, transit times, international holidays, weather patterns and other factors, but for the last two years, approximately 15% of our inventory was in-transit, while over 80% was available for sale in our stores or at one of our four distribution centers.

We measure realizability of our inventory by monitoring sales, gross margin, inventory aging, weeks of supply or inventory turns as well as by reviewing SKUs that have been determined by our merchandising team to be discontinued. Based on our analysis of these factors, we believe our inventory is realizable. 

Twice a year, we conduct a clearance event with the goal of selling through discontinued inventory, followed by donations of the aged discontinued inventory that we are unable to sell. We generally conduct a larger clearance event during our third fiscal quarter followed by a smaller clearance event towards the end of the fiscal year. We define aged discontinued inventory as inventory in discontinued status for more than 12 months that we intend to donate. As of December 28, 2017 we had less than $0.1 million of aged discontinued inventory.

foreseeable future.

Total capital expenditures in fiscal 20182024 are planned to be between approximately $140$400 million to $150$475 million and willare expected to be funded primarily by cash generated from operations and borrowings under the ABL Facility. Our capital needs may change in the future due to changes in our business, new opportunities that we choose to pursue, or other factors. We intend to makecurrently expect the following for capital expenditures in fiscal 2018:

2024:

56

invest approximately $315 million to $365 million to open 30 to 35 warehouse-format stores, relocate stores, and begin construction on stores opening in fiscal 2025;

invest approximately $60 million to $75 million in existing store remodeling projects and our distribution centers; and
invest approximately $25 million to $35 million in information technology infrastructure, e-commerce, and other store support center initiatives.

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·

Open 17 stores and start construction on stores opening in early 2019 using approximately $89 million to $93 million of cash;

·

Invest in existing store remodeling projects and our distribution centers using approximately $28 million to $32 million of cash; and

·

Invest in information technology infrastructure, e-commerce and other store support center initiatives using approximately $23 million to $25 million of cash.

During the first quarter of fiscal 2018, we are relocating all the existing inventory from our currently leased distribution center near Miami, Florida to the newly leased distribution center near Savannah, Georgia and expect to incur related costs of less than $1 million.

Cash Flow Analysis

A summary of our operating, investing, and financing activities are shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

(in thousands)

    

12/28/2017

    

12/29/2016

    

12/31/2015

    

in thousandsin thousands12/28/202312/29/2022

Net cash provided by operating activities

 

$

109,207

 

$

89,456

 

$

20,380

 

Net cash used in investing activities

 

 

(102,253)

 

 

(74,648)

 

 

(45,021)

 

Net cash (used in) provided by financing activities

 

 

(6,849)

 

 

(14,675)

 

 

24,680

 

Increase in cash and cash equivalents

 

$

105

 

$

133

 

$

39

 

Net increase (decrease) in cash and cash equivalents

Net Cash Provided By Operating Activities

Cash fromprovided by operating activities consists primarily of (i) net income adjusted for non‑cashnon-cash items, including depreciation and amortization, write-off of deferred issuance costs on extinguishment of debt, stock‑basedstock-based compensation, deferred income taxes, and the effects of changes in operating assetsthe fair values of contingent earn-out liabilities and liabilities.

(ii) changes in working capital.

Net cash provided by operating activities was $109.2$803.6 million for fiscal 20172023 and $89.5$112.5 million for fiscal 2016.2022. The changeincrease in net cash provided by operating activities was primarily the result ofdriven by a decrease in inventory, an increase in net income and adjustments to net income driven by depreciation related to capital expenditures. This was slightly offset by increased working capital to support future sales and new store openings. At the end of 2017, we increased our inventory to prepare for our Savannah and Miami area distribution centers’ relocations, and to improve our in-stock inventory in anticipation of factory closures for Chinese New Year.

Net cash provided by operating activities was $89.5 million for fiscal 2016 and $20.4 million for fiscal 2015. The change in net cash provided by operating activities was primarily the result oftrade accounts payable, an increase in cash earnings after adjusting net income for non-cash items such as depreciation and improvedamortization, and other working capital management with better inventory management in anticipation of factory closures for Chinese New Year in fiscal 2016 as well as timing of tax payments.

items.

Net Cash Used inIn Investing Activities

Investing activities typically consist primarily of capital expenditures for new store openings and existing store remodels, (includingincluding leasehold improvements, new racking, new fixtures, new vignettes, and new design centers)centers, and new infrastructure and information systems.

Capital expenditures were $102.3 million compared Cash payments to $74.6acquire businesses are also included in investing activities.

Net cash used in investing activities was $565.0 million for fiscal 20172023 and $455.6 million for fiscal 2016, respectively.2022. The growth is primarily relatedincrease in cash used in investing activities was due to opening more new storesan increase in fiscal 2017 as well as capital expenditures and cash paid for stores openingthe Salesmaster acquisition. The year-over-year growth in early fiscal 2018 compared to the same period in 2016. For fiscal 2017, approximately 50% of capital expenditures was primarily driven by settlements of outstanding construction payables for recently completed stores and increases in new stores 35% was for existing store remodel and distribution center investments, and the remainder was for information technology and e‑commerce investments.

Capital expenditures were $74.6 million compared to $45.0 million for fiscal 2016 and fiscal 2015, respectively. The growth is primarily related to opening more new stores in fiscal 2016 as well as capital expenditures for stores opening in early fiscal 2017 compared to the same period in fiscal 2015. For fiscal 2016, approximately 46% of capital expenditures was for new stores, 33% was

under construction.

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for existing store remodel and distribution center investments, and the remainder was for information technology and e-commerce investments.

Net Cash (Used In)in) Provided by Financing Activities

Financing activities consist primarily of borrowings and related repayments under our credit agreements, as well as dividends paidtax payments related to common stockholders.

the vesting or exercise of stock-based compensation awards, proceeds from the exercise of stock options and our employee share purchase program, and payments of contingent earn-out consideration.

Net cash used in financing activities was $6.8$214.0 million for fiscal 2017 and $14.72023 compared to net cash provided by financing activities of $213.5 million for fiscal 2016.2022. The increase in net cash used in financing activities for fiscal 2017 was primarily driven by a net paydown on the ABL Facility repayments and an increase in tax payments related to the vesting or exercise of $9.0 million and proceeds received from stock options exercised of $8.9 million. We also received aggregate net proceeds of approximately $192.3 million in connection with the IPO, after deducting underwriting discounts and commissions and other offering expenses, and used the net proceeds of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility. Additionally, we utilized $2.0 million of cash from operations to repay a portion of the amounts outstanding under the Term Loan Facility.

Net cash used in financing activities was $14.7 million for fiscal 2016 and net cash provided by financing activities was $24.7 million for fiscal 2015. The net cash used in financing activities for fiscal 2016 was primarily due to (i) the Special Dividend, (ii) the Option Payments, (iii) $20.3 million to repay and terminate the prior senior secured term loan facility with GCI Capital Markets LLC, (iv) $78.0 million to repay and terminate the prior term loan facility and (v) $42.9 million to pay down a portion of the ABL Facility, mostly offset by borrowing $350.0 million on the Term Loan Facility.

stock-based compensation awards.

Our Credit Facilities

We have two arrangements governing our material outstanding indebtedness: our ABL Facility and our Term Loan Facility.

The indebtedness outstanding under our Credit Facilities is secured by substantially all of our assets. In particular, the indebtedness outstanding under (i) the ABL Facility is secured by a first‑priority security interest in all of our current assets, including inventory and accounts receivable, and a second‑priority security interest in the collateral that secures the Term Loan Facility on a first‑priority basis, and (ii) the Term Loan Facility is secured by a first‑priority security interest in all of our fixed assets and intellectual property, and a second‑ priority interest in the collateral that secures the ABL Facility on a first‑priority basis.

The Term Loan Facility requires quarterly repayments of approximately $875 thousand, which commenced on December 31, 2016, with the remainder due and payable at maturity.

The Term Loan Facility has no financial maintenance covenants.

As of December 28, 2017, we2023, total Term Loan Facility debt was $202.4 million, and no amounts were in compliance in all material respects with theoutstanding under our ABL Facility. For additional information regarding our Term Loan Facility and ABL Facility, including applicable covenants, and other details, please refer to Note 10, “Debt” of the notes to the consolidated financial statements included in this Annual Report.
Credit Facilities and no EventRatings
Our credit ratings are periodically reviewed by rating agencies. In November 2023, Moody’s updated the Company’s outlook from positive to stable. Moody’s issuer credit rating of Default (as defined inBa3 for the credit agreements governing our Credit Facilities) had occurred.

Company remains unchanged. As of December 28, 2017,2023, Standard & Poor's issuer credit rating of BB with a stable outlook for the Term Loan Facility boreCompany remains unchanged. These ratings and our current credit condition affect, among other things, our ability to access new capital. Negative changes to these ratings may result in more stringent covenants and higher interest based on onerates under the terms of any new debt. Our credit ratings could be lowered or rating agencies could issue adverse commentaries in the following rates, at our option:

i)Adjusted LIBOR Rate plusfuture, which could have a margin of 2.75%

ii)Base Rate plus a margin of 1.75%. Base Rate defined as the greater of the following:

(a)the base rate inmaterial adverse effect on such day,

(b)the federalour business, financial condition, results of operations, and liquidity. In particular, a weakening of our financial condition, including an increase in our leverage or decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary funds, rate plus 0.50%,

(c)the adjusted LIBOR rate for the interest periodresult in a credit rating downgrade or change in outlook, or otherwise increase our cost of one month plus a margin of 1.00%.

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borrowing.

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On March 31, 2017, the Company entered intoSupply Chain Finance Programs

As part of our ongoing efforts to improve cash flow and liquidity, we facilitate supply chain finance programs through financial intermediaries. Suppliers that participate in a repricing amendmentsupply chain finance program extend our payment terms by approximately 40 days on average. Amounts due to the Term Loan Facility. This amendment reduced the margins applicablefinancial intermediaries for suppliers that elected to the term loan from 3.25% per annum (subject toparticipate in a leverage-based step-down to 2.75%) to 2.50% per annum (subject to a leverage-based step-down to 2.00%) in the case of base rate loans,supply chain finance program totaled $114.0 million and from 4.25% per annum (subject to a leverage-based step-down to 3.75%) to 3.50% per annum (subject to a leverage-based step-down to 3.00%) in the case of LIBOR loans (subject to a 1.00% floor on LIBOR loans), provided that each of the leverage-based step-downs was contingent upon the consummation of the IPO.

In October 2017, we met the requirements to lower our interest rate on the Term Loan Facility by an additional 50 basis points (pursuant to the leverage-based step-down) to 4.00% for LIBOR loans, based on a margin of 3.00% and a 1.00% floor.

On November 22, 2017, we entered into an amendment to the Term Loan Facility. The aggregate principal amount of loans outstanding under the Term Loan Facility on the date of the November 2017 amendment was approximately $152.5 million. This November 2017 amendment reduced the margins applicable to the Term Loan Facility (x) in the case of base rate loans, from 2.00% per annum (due to operation of a leverage-based step-down from 2.50%) to 1.75% per annum (subject to a ratings based step-down to 1.50%), and (y) in the case of LIBOR loans, from 3.00% per annum (due to operation of a leverage-based step-down from 3.50%) to 2.75% per annum (subject to a ratings based step-down to 2.50%) (subject to a 1.00% floor on LIBOR loans). The amount and terms of the Term Loan Facility were otherwise unchanged.

The ABL Facility initially accrued interest ranging from LIBOR + 1.50% to LIBOR + 2.00%, and$82.5 million as of December 28, 2017 was subject2023 and December 29, 2022, respectively, and are included in trade accounts payable in our Consolidated Balance Sheets. See Note 14, “Supply Chain Finance” of the notes to a pricing grid based on average daily availability under such facility ranging from LIBOR + 1.25%our consolidated financial statements included in this Annual Report for additional details related to 1.50%. The ABL Facility allows usour Finance Programs.

Material Cash Requirements, including Contractual Obligations to borrow up to $200 million, subject to the borrowing base requirements, set forth in the credit agreement governing the ABL Facility. As of December 28, 2017, we had the ability to access $146.1 million of unused borrowings under the ABL Facility without violating any covenants thereunder and had $12.8 million in outstanding letters of credit.

The credit agreements governing our Credit Facilities contain customary restrictive covenants that, among other things and with certain exceptions, limit our ability to (i) incur additional indebtedness and liens in connection therewith; (ii) pay dividends and make certain other restricted payments; (iii) effect mergers or consolidations; (iv) enter into transactions with affiliates; (v) sell or dispose of property or assets; and (vi) engage in unrelated lines of business. In addition, these credit agreements subject us to certain reporting obligations and require that we satisfy certain financial covenants, including, among other things, a requirement that if borrowings under the ABL Facility exceed 90% of availability, we will maintain a certain fixed charge coverage ratio (defined as consolidated EBITDA less non‑financed capital expenditures and income taxes paid to consolidated fixed charges, in each case as more fully defined in the credit agreement governing the ABL Facility).

For more information on our Credit Facilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Contractual Obligations

Third Parties

We enter into long‑termlong-term obligations and commitments in the normal course of business, primarily debt obligations and non‑cancelablenon-cancelable operating leases. As of December 28, 2017,The following table summarizes our contractualmaterial cash obligationsrequirements over the next several periods werefrom known contractual or other obligations as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments due by period

 

 

(in thousands)

    

Total

    

12/27/2018

    

12/26/2019

    

12/31/2020

    

12/30/2021

    

12/29/2022

    

Thereafter

Term loans

 

$

152,500

 

$

3,500

 

$

3,500

 

$

4,375

 

$

2,625

 

$

3,500

 

$

135,000

Revolving loan

 

 

41,000

 

 

 —

 

 

 —

 

 

 —

 

 

41,000

 

 

 —

 

 

 —

Estimated interest(1)

 

 

44,150

 

 

8,171

 

 

8,009

 

 

7,868

 

 

7,684

 

 

7,522

 

 

4,896

Operating leases(2)

 

 

790,636

 

 

79,872

 

 

85,279

 

 

83,048

 

 

79,041

 

 

74,052

 

 

389,344

Letters of credit

 

 

12,846

 

 

12,846

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Purchase obligations(3)

 

 

245,828

 

 

245,371

 

 

457

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

1,286,960

 

$

349,760

 

$

97,245

 

$

95,291

 

$

130,350

 

$

85,074

 

$

529,240

of December 28, 2023:

Payments due by period
in thousandsTotal12/26/202412/25/202512/31/202612/30/202712/28/2028Thereafter
Operating leases (1)$2,067,348 $201,830 $202,451 $189,438 $179,514 $159,645 $1,134,470 
Purchase obligations (2)805,766 770,229 15,323 14,822 5,392 — — 
Long-term debt202,396 2,103 2,103 2,629 195,561 — — 
Estimated interest on long-term debt (3)52,350 14,214 16,770 16,615 4,751 — — 
Total$3,127,860 $988,376 $236,647 $223,504 $385,218 $159,645 $1,134,470 

(1)

For purposes of this table, interest has been estimated based on interest rates in effect for our indebtedness as of December 28, 2017, and estimated borrowing levels in the future. Actual borrowing levels and interest costs may differ.

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(2)

(1)We enter into operating leases during the normal course of business. Most lease arrangements provide us with the option to renew the leases at defined terms. The future operating lease obligations would change if we were to exercise these options, or if we were to enter into additional operating leases.

(3)

Purchase obligations include all legally binding contracts such as firm commitments for inventory purchases, container commitments, software and license commitments and legally binding service contracts. Purchase orders that are not binding agreements are excluded from the table above.

Off‑Balance Sheet Arrangements

For fiscal 2017, except for operating leases entered into in the normal course of business. Most lease arrangements provide us with the option to renew the leases at defined terms. The future operating lease obligations set forth above would change if we were to exercise these options or enter into additional operating leases.

(2)Purchase obligations include agreements to purchase goods or services that are enforceable or legally binding. The majority of our purchase obligations are for inventory purchases, capital projects related to our stores and distribution centers, and software and license commitments. Purchase orders that are not binding agreements are excluded from the table above.
(3)For purposes of this table, interest has been estimated assuming our long-term debt is held to maturity and based on interest rates in effect for our indebtedness, adjusted for the effect of our interest rate caps, as of December 28, 2023. Actual borrowing levels and interest costs may differ.
In the ordinary course of business, we are required to post letters of credit as financial guarantees of our performance. As of December 28, 2023, letters of credit totaled $35.3 million. We do not currently provide cash collateral for outstanding letters of credit. We have negotiated a letter of credit sublimit as part of our ABL Facility. The amount available to be borrowed under our ABL Facility is reduced by the cumulative amount of any outstanding letters of credit.
For fiscal 2023, we were not party to any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, net sales, expenses, results of operations, liquidity, capital expenditures, or capital resources. We do not have any relationship with unconsolidated entities or financial partnerships for the purpose of facilitating off‑balanceoff-balance sheet arrangements or for other contractually narrow or limited purposes.

U.S. Tariffs and Global Economy
The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. In particular, the ongoing trade dispute between the U.S. and China has resulted in the U.S. imposing tariffs of 25% on many products from China. While exclusions from tariffs were granted for certain products from China, nearly all of these exclusions have expired. In fiscal 2023, approximately 25% of the products we sold were produced in China. As we continue to manage the impact these tariffs may have on our business, we continue taking steps to mitigate some of these cost increases through negotiating lower costs from our vendors, increasing retail pricing as we deem appropriate, and sourcing from alternative countries. While our efforts have mitigated a substantial portion of the overall effect of increased tariffs, the enacted tariffs have increased our inventory costs and associated cost of sales for the remaining products still sourced from China.
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Recently Adopted and Recently Issued Accounting Pronouncements
Refer to Note 1, “Summary of Significant Accounting Policies” of the notes to the consolidated financial statements included in this Annual Report for information on the recently adopted and recently issued accounting pronouncements that are applicable to the Company.
Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates, and judgments on an ongoing basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ under different assumptions and conditions, and such differences could be material to the consolidated financial statements.

Management evaluated the development and selection of its critical accounting policies and estimates and believes that the following accounting policies are critical as they involve a higher degree of judgment or complexity and are the most significant to reporting our results of operations and financial position, and are therefore discussed as critical.position. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our consolidated financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. More information on allAll of our significant accountaccounting policies can be foundare discussed in Note 1—“Note 1. Summary of Significant Accounting PoliciesPolicies” to our audited consolidated financial statements included elsewhere in this filing.

Annual Report.

RevenueRecognition

Retail sales at our stores are recorded at the point of sale and are net of sales discounts and estimated returns.

Description. We recognize revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery ofwe satisfy the product have occurred. Forperformance obligations in contracts with our customers in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). Our performance obligations for our retail store sales, as well as for orders placed through our website and shipped to our customers, we recognize revenue and the related cost of salesare satisfied at the time we estimate the customer receives the merchandise,point-of-sale, which is typically the point at which the customer obtains control of the inventory. In some cases, merchandise is not physically ready for transfer to the customer at the point-of-sale, and revenue recognition is deferred until the customer has control of the inventory. Shipping and handling activities are accounted for as activities to fulfill the promise to transfer goods rather than as separate performance obligations as outlined within ASC 606. Payment is generally due from the customer immediately at the point-of-sale for both retail store sales and website sales with the exception of a small number of commercial clients purchasing through our commercial credit program, which typically offers longer payment terms.
Judgments and uncertainties involved in the estimate. Our customers have the right to return the goods sold to them within a few daysreasonable time period, typically 90 days. The right of shipment. In certain cases, we arrange and pay for freight to deliver products to our customers, and bill the customer for the estimated freight cost, whichreturn is included in net sales. Sales taxes collected are not recognizedan element of variable consideration as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

defined within ASC 606. We estimate a reserve for future returns of previously sold merchandisegoods based on historical experience and various other assumptions that we believe to be reasonable. This reserve reduces sales and cost of sales, accordingly. Merchandise exchanges of similar product and price are not considered merchandise returns and, therefore, are excluded when calculating the sales returns reserve.

Gift Cards While we believe that our current sales returns reserves are adequate, there can be no assurances that historical data and Merchandise Credits

We sell gift cardstrends will accurately predict returns or that future developments might not lead to our customersa significant change in the reserve.

Effect if actual results differ from assumptions. A 10% change in our storessales returns reserves and through our website and issue merchandise credits in our stores. We account for the programs by recognizingrelated return asset accruals at December 28, 2023 would have had a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized upon redemption. Net sales related to the estimated breakage are included in net sales in the consolidated statementimpact of income. We have an agreement with an unrelated third-party who is the issuer of our gift cards and also assumes the liability for unredeemed gift cards. We are not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party.

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Accordingly, gift card breakageapproximately $1.3 million on operating income of $757 thousand, $627 thousand, and $511 thousand was recognized in fiscal 2017, fiscal 2016,2023. Sales returns reserves and fiscal 2015, respectively, for such unredeemed gift cards.

related return asset accruals over the last few years have fluctuated primarily based on changes in sales levels and, to a lesser extent, changes in customer return rates.

Inventory Valuation and Shrinkage

Description.Inventories consist of merchandise held for sale and are stated at the lower of cost andor net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statementConsolidated Statements of incomeOperations and Comprehensive Income as a loss in the period in which it occurs. We determine inventory costs using the moving weighted average cost method. We capitalize transportation, duties, and other costs to get product to our retail locations.
Judgments and uncertainties involved in the estimate. We provide provisions for losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These provisions are calculated based on historical shrinkage, selling price, marginprices, margins, and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in our merchandising mix, customer preferences, rates of sell through, and changes in actual shrinkage trends. We do not believe there is a reasonable likelihood that there will be a material
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Effect if actual results differ from assumptions. A 10% change in the assumptions we use to calculate our inventory provisions. However,valuation and shrinkage reserves at December 28, 2023 would have affected operating income by approximately $0.6 million in fiscal 2023. Inventory valuation and shrinkage reserves typically fluctuate in proportion to changes in inventory balances.
Vendor Rebates and Allowances
Description. Vendor allowances consist primarily of volume rebates that are earned as a result of reaching certain inventory purchase levels and advertising allowances or incentives for the promotion of vendors' products. These vendor allowances are accrued as earned and are estimated based on annual projections. Vendor allowances earned are initially recorded as a reduction to the carrying value of inventory and a subsequent reduction in cost of sales when the related product is sold. Certain incentive allowances that are reimbursements of specific, incremental, and identifiable costs incurred to promote vendors’ products are recorded as an offset against these promotional expenses.
Judgments and uncertainties involved in the estimate. For vendor allowances, we develop accrual rates based on the provisions of the agreements in place. We perform analyses and review historical purchase trends and volumes throughout the year, adjust accrual rates as appropriate, and confirm actual amounts with select vendors to ensure the amounts earned are appropriately recorded. Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.
Effect if actual results differ from assumptions. If actual results are not consistent with ourthe assumptions and estimates and assumptions,used, we maycould be exposed to losses or gainsadditional adjustments that could be material.

Derivative Financial Instruments

We use derivative financial instruments to maintain a portion of our long-term debt obligations at a targeted balance of fixedpositively or negatively impact gross margin and variable interest rate debt to manage our riskinventory. However, substantially all receivables associated with fluctuationsvendor rebates and allowances do not require subjective long-term estimates because they are collected soon after each quarter end, primarily within the first two months. Adjustments to gross margin and inventory in interest rates. In November 2016, we entered into two interest rate caps. In 2013, we entered into two interest rate swap contracts.the following fiscal year have historically not been material.

Leases
Description. We recognize derivative contracts at fair valuelease assets and corresponding lease liabilities for all operating leases on our Consolidated Balance Sheets.Sheets, excluding short-term leases (leases with terms of 12 months or less) as described under ASC 842, Leases (“ASC 842”). The fair value is calculated utilizing Level 2 inputs. Unrealized changesmajority of our long-term operating lease agreements include options to extend, which are also factored into the recognition of their respective assets and liabilities when appropriate based on management’s assessment of the probability that the options will be exercised. Lease payments are discounted using the rate implicit in the fairlease, or, if not readily determinable, a third-party secured incremental borrowing rate based on information available at lease commencement. The secured incremental borrowing rate is estimated based on yields obtained from Bloomberg for U.S. consumers with a BB credit rating and is adjusted for collateralization as well as inflation. Additionally, certain of our lease agreements include escalating rents over the lease terms, which, under ASC 842, results in rent being expensed on a straight-line basis over the life of the lease that commences on the date we have the right to control the property.
Judgments and uncertainties involved in the estimate. The determination of an appropriate secured incremental borrowing rate requires judgments in selecting an appropriate yield curve and estimating adjustments for collateralization and inflation.
Effect if actual results differ from assumptions. Based on the volume of new store leases that we enter into each year, a significant increase or decrease in the incremental borrowing rates used to discount lease payments could have a significant impact on the value of hedged derivative instruments are recorded in Accumulated other comprehensive (loss) income within the equity section ofoperating lease liabilities and right-of-use assets subsequently reported on our Consolidated Balance Sheets.

Recent Developments
The effective portionCompany has interest cap agreements that expire in April 2024 (see Note 8, “Derivatives and Risk Management” of the gain or loss on the derivatives is reported as a component of Comprehensive income within the Consolidated Statements of Comprehensive Income and reclassified into earnings in the same period in which the hedged transaction affects earnings. The effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent changes in fair values of the instruments are not highly effective, the ineffective portion of the hedge is immediately recognized in earnings.

We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which continue to be designated as cash flow hedges, and which consist of interest rate cap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk.In the current year, one of our interest rate caps was de-designated as a result of a debt amendment entered into. More information can be found in Note 7. Derivatives and Risk Managementnotes to our audited consolidated financial statements included elsewhere in this filing.

Income Taxes

We accountAnnual Report for income taxes underadditional details). To reduce interest rate risk associated with the liability method in accordanceCompany’s Term Loan Facility, the Company entered into an interest rate cap agreement on January 15, 2024 with ASC 740, which requires the recognitiona notional value of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. 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. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future.$150.0 million. The effect on deferred tax assets and liabilities ofcontract is designated as a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

cash flow hedge. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences became deductible. On a quarterly basis, we evaluate whether it is more likely than not that our deferred tax assets will be realized in the future and conclude whether a valuation allowance must be established.

We include any estimatedcontract effectively caps SOFR based interest and penalties on tax‑related matters in income taxes payable and income tax expense. Current guidance clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes

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threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be takenpayments on a tax return. Under the relevant authoritative literature, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a fifty percent likelihood of being sustained.

Goodwill and Other Indefinite‑Lived Intangible Assets

We have identified each of the six geographic regions (the East, Northeast, Southeast, Central, West and Midwest) of our operating segment as separate components and have determined that these components have similar economic characteristics and therefore should be aggregated into one reporting unit. We reached this conclusion based on the level of similarity of a number of quantitative and qualitative factors, including net sales, gross profit margin, the manner in which we operate our business, the similarity of hard surface flooring products, operating procedures, marketing initiatives, store layout, employees, customers and methods of distribution, as well as the level of shared resources between the components.

Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company does not amortize goodwill and other intangible assets with indefinite lives resulting from business combinations but, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles–Goodwill and Other, does assess the recoverability of goodwill annually in the fourth quarter of each fiscal year, or more often if indicators warrant, by determining whether the fair value of each reporting unit supports its carrying value. In accordance with ASC 350, identifiable intangible assets with finite lives are amortized over their estimated useful lives. Each year the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of the single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments.

The Company completed a qualitative assessment in fiscal 2017. Based on such goodwill impairment analysis performed qualitatively as of October 27, 2017, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the dateportion of the Company’s most recent impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The Company annually (or more frequently if there are indicators of impairment) evaluates whether its indefinite-lived asset continues to have an indefinite life or has impaired carrying values due to changesTerm Loan Facility at 5.50% beginning in the asset or its related risks. The impairment review is performed by comparing the carrying value of the indefinite-lived intangible asset to its estimated fair value. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use in our goodwill or other tests of impairment. Based on the results of our annual impairment tests for goodwill and other indefinite‑lived intangible assets, no impairment was recorded. Based on this assessment, we believe that our goodwill and other indefinite‑lived intangible assets are not at risk of impairment. However, if actual results are not consistent with our estimates or assumptions or there are significant changes in any of these estimates, projections or assumptions, it could have a material effect on the fair value of these assets in future measurement periods and result in an impairment, which could materially affect our results of operations.

Long‑Lived Assets

Long-lived assets, such as fixed assets and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action by a regulator. If the sum of the estimated undiscounted future cash flows related to the asset is less than the asset's carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset.

Since there is typically no active market for our definite‑lived intangible asset, we estimate fair values based on expected future cash flows at the time they are identified. We estimate future cash flows based on store‑level historical results, current trends and operating and cash flow projections. We amortize the asset with a finite life over its estimated useful life on a straight‑line basis.

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This amortization methodology best matches the pattern of economic benefit that is expected from the definite‑lived intangible asset. We evaluate the useful life of our intangible asset on an annual basis.

Stock‑Based Compensation

We account for employee stock options in accordance with ASC 718, Compensation – Stock Compensation. Given the absence of a public trading market for our common stock prior to the IPO, the fair value of the common stock underlying our share-based awards was determined by our compensation committee, with input from management as well as valuation reports prepared by an unrelated nationally recognized third-party valuation specialist, in each case using the income and market valuation approach. We believe that our compensation committee has the relevant experience and expertise to determine the fair value of our common stock. In accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our compensation committee exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including:

·

valuations of our common stock performed by an unrelated nationally recognized third-party valuation specialist;

·

our historical and projected operating and financial results, including capital expenditures;

·

current business conditions and performance, including dispositions and discontinued operations;

·

present value of estimated future cash flows;

·

the market performance and financial results of comparable publicly-traded companies;

·

amounts of indebtedness;

·

industry or company-specific considerations;

·

likelihood of achieving a liquidity event, such as an initial public offering or a sale of the company;

·

lack of marketability of our common stock; and

·

the U.S. and global capital market conditions.

These estimates are not necessary to determine the fair value of new awards now that the underlying shares are trading publicly. Following our IPO, the fair value of our common stock is determined based on the quoted market price of our common stock.

Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by our Board or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. We have selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. We have considered the retirement and forfeiture provisions of the options and utilized our historical experience to estimate the expected life of the options. We base the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. We estimate the dividend yield to be zero as we do not intend to pay dividends in the future. We estimate the volatility of the share price of our common stock by considering the historical volatility of the stock of similar public entities. In determining the appropriateness of the public entities included in the volatility assumption we considered a number of factors, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award, net of estimated forfeitures, and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered.

Self‑Insurance Reserves

We are partially self‑insured for workers’ compensation and general liability claims less than certain dollar amounts and maintain insurance coverage with individual and aggregate limits. We also have a basket aggregate limit to protect against losses exceeding $7.0 million (subject to adjustment and certain exclusions) for workers’ compensation claims and general liability claims. Our liabilities represent estimates of the ultimate cost for claims incurred, including loss adjusting expenses, as of the balance sheet date. The estimated liabilities are not discounted and are established based upon analysis of historical data, actuarial estimates, regulatory requirements, an estimate of claims incurred but not yet reported and other relevant factors. The liabilities are reviewed by

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management utilizing third‑party actuarial studies on a regular basis to ensure that they are appropriate. While we believe these estimates are reasonable based on the information currently available, if actual trends, including the severity or frequency of claims, medical cost inflation or fluctuations in premiums, differ from our estimates, our results of operations could be impacted.

Recently Issued Accounting Pronouncements

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." This standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU No. 2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted after January 1, 2017. The amendments in this update should be applied using a prospective approach. The adoption of ASU No. 2017-04 did not have a material impact on our Consolidated Financial Statements.

In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." This standard update requires an entity to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. ASU No. 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied using a modified retrospective approach. The adoption of ASU No. 2016-16 is not expected to have a material impact on our Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." The standard update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied using a retrospective approach. The adoption of ASU No. 2016-15 is not expected to have a material impact on our Consolidated Statements of Cash Flows.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employees Share-Based Payment Accounting." The update is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. Depending on the amendment, methods used to apply the requirements of the update include modified retrospective, retrospective, and prospective. We elected to early adopt this standard during the second quarter of 2016. The net cumulative effect of this change was recognized as a $148 thousand reduction to retained earnings and the recognition of $238 thousand of additional paid-in capital. The adoption of this standard resulted in a modified retrospective adjustment on our Consolidated Balance Sheet as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 requires that lessees recognize lease assets and lease liabilities for all leases with greater than 12 month terms on the balance sheet. The guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. This new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The standard must be applied using a modified retrospective approach. We are currently evaluating the impact that ASU No. 2016-02 will have on our Consolidated Financial Statements. When implemented, we believe the new standard will have a material impact on its Consolidated Balance Sheet. We are currently evaluating the effect that implementation of this standard will have on our consolidated statements of income, cash flows and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory." ASU No. 2015-11 provides new guidance for entities using first-in, first-out or average cost to simplify the subsequent measurement of inventory, which proposes that inventory should be measured at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance eliminates the option to subsequently measure inventory at replacement cost or net realizable value less an approximately normal profit margin. This new guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. The amendments in this update should be applied prospectively. The adoption of ASU No. 2015-11 did not have a material impact on our Consolidated Financial Statements.

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In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.”  The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard will impact the timing and amounts of revenue recognized for (i) gift card breakage income and (ii) certain transactions for which we allow customers to store their merchandise at our retail stores for final delivery at a later date. Gift card breakage income is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when we expect to be entitled to breakage. The more significant change of this standard relates to the timing of revenue recognized for certain transactions for which we allow customers to store their merchandise at our retail stores for final delivery at a later date. Currently, we recognize revenue when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. Under the new guidance, we will recognize revenue at the time the customer obtains control of the inventory. We are adopting this standard in the first quarter of fiscal 20182024 and will usecontinue until the modified retrospective approach. The cumulative adjustment upon adoption will primarily resultagreement expires in a reduction of deferred revenue and related inventories and an increase to retained earnings. We do not believe the adoption of the standard will have a material impact to our Consolidated Financial Statements going forward.

April 2026.

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in foreign exchange rates, interest rates and commodity prices. Changes in these factors could cause fluctuations in the results of our operations and cash flows. In the ordinary course of business, we are primarily exposed to foreign currency, interest rate risks, and risks from the impact of inflation or deflation. See further discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details.
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Foreign Currency Risk

We contract for production

Our primary supplier contracts outside of the U.S. are with third parties primarily in Asia and Europe. While substantially all of these contracts are stated in U.S. dollars, there can be no assurance that the cost for the future production of our products will not be affected by exchange rate fluctuations between the U.S. dollar and the local currencies of these contractors.suppliers. Due to the number of currencies involved, we cannot quantify the potential impact of future currency fluctuations on net income (loss)or loss in future years. To date, such exchange fluctuations have not had a material impact on our financial condition or results of operations.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our Credit Facilities, which carryhave variable interest rates. AsBased on the $202.4 million total outstanding principal balance of our Credit Facilities as of December 28, 2017, our outstanding variable rate debt aggregated approximately $193.5 million. Based on December 28, 2017 debt levels, an2023, a 1.0% increase or decrease of 1% in the effective interest rate of this debt would cause an increase or decrease in interest costexpense of approximately $1.9$2.0 million over the next twelve months.months, excluding the impact of interest rate cap agreements. To lessen our exposure to changes in interest rate risk, we entered into two separate $102.5$75.0 million interest rate cap agreements in November 2016 with BankMay 2021. The contracts effectively cap Secured Overnight Financing Rate (“SOFR”) based interest payments on a portion of America and Wells Fargo that cap our LIBOR at 2.0% beginningTerm Loan Facility to less than 1.68% through April 2024. The U.S. Federal Reserve continued raising interest rates in December 2016.

fiscal 2023. As a result, these agreements partially offset increases in interest expense on our Term Loan Facility as rates have increased to a level above the specified SOFR caps. For additional information related to the Company’s Credit Facilities, refer to Note 10, “Debt” of the notes to the consolidated financial statements included in this Annual Report.

Impact of Inflation/Deflation

We do not believe that inflation has had a material impact on our net sales or operating results for the past three fiscal years. However, substantial

Substantial increases in costs, including the price of raw materials, labor, energy, transportation, and other inputs used in the production and distribution of our merchandise, could have a significant impact on our business and the industry in the future.industry. Additionally, while deflation could positively impact our merchandise costs, it could have an adverse effect on our average unit retail price, resulting in lower net sales and operating results.

Commodity Price Risk

66

We experience inflation and deflation related to our purchase of certain commodity products. There can be no assurance that this price volatility will not affect our financial condition and/or our results of operations. In order to mitigate price volatility, we monitor commodity price fluctuations and may adjust our selling prices accordingly; however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate. To date, such fluctuations have not had a material impact on our financial condition or results of operations.
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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

68

69

70

Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2017,2023, December 29, 20162022, and December 31, 201530, 2021

71

72

73

74


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Report of Independent Registered Public Accounting Firm

The

To the Stockholders and the Board of Directors and Stockholders of

Floor & Decor Holdings, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Floor & Decor Holdings, Inc. and Subsidiariessubsidiaries (the Company) as of December 28, 20172023 and December 29, 2016,2022, the related consolidated statements of income,operations and comprehensive income, stockholders'stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2017,2023, and the related notes (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 20172023 and December 29, 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2017,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 28, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Right-of-use assets and lease liabilities
Description of the Matter
As discussed in Notes 1 and 9 to the consolidated financial statements, the Company recognizes right-of-use assets and corresponding lease liabilities for all leases on the balance sheet, excluding short-term leases (leases with terms of 12 months or less) as described under Accounting Standards Codification 842 (“ASC 842”). Because most of the Company’s leases do not provide a determinable implicit rate, the Company used a third party to assist in determining its incremental borrowing rates, which were used to calculate its right-of-use assets and lease liabilities. As of December 28, 2023, the Company’s right-of-use assets were $1,282.6 million and lease liabilities were $1,428.2 million (of which $126.4 million was current and $1,301.8 million was long-term).

Auditing the Company’s right-of-use assets and lease liabilities was challenging due to the requirement that management estimate its incremental borrowing rates used in the application of ASC 842 because the Company does not have debt financing or other instruments that have directly comparable collateral or similar terms as its leased assets. Therefore, our procedures involved a high degree of subjective auditor judgment because of the significant judgments required for management to develop the estimates, including selection of an appropriate yield curve and estimating adjustments for collateralization.
How We Addressed the Matter in Our Audit
We obtained an understanding of and tested controls that address the risks of material misstatement relating to the valuation of the Company’s right-of-use assets and lease liabilities. We tested controls over management’s review of the incremental borrowing rate estimates, including selection of an appropriate yield curve and adjustments for collateralization.

To test the right-of-use assets and lease liabilities recorded by the Company for new or modified leases entered into during the year ended December 28, 2023, our audit procedures included, among others, evaluating the methodology, the significant assumptions discussed above and underlying data used by the Company. We involved our valuation specialists to assist in evaluating the Company’s methodology to develop the incremental borrowing rates and preparing an independent calculation of the rates, which we compared to management’s estimates.
/s/ Ernst & Young LLP

We have served as the Company's auditor since 2011.

Atlanta, Georgia

March 5, 2018

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Floor & Decor Holdings, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Floor & Decor Holdings, Inc. and subsidiaries’ internal control over financial reporting as of December 28, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Floor & Decor Holdings, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2023 and December 29, 2022, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2023, and the related notes and our report dated February 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 22, 2024
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Floor & Decor Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)

 

 

 

 

 

 

    

As of

    

As of

 

December 28,

 

December 29,

 

2017

 

2016

in thousands, except for share and per share datain thousands, except for share and per share dataAs of December 28,
2023
As of December 29,
2022

Assets

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents

Cash and cash equivalents

 

$

556

 

$

451

Income taxes receivable

 

 

12,472

 

 

 —

Receivables, net

 

 

54,041

 

 

34,533

Inventories, net

 

 

427,950

 

 

293,702

Prepaid expenses and other current assets

 

 

8,193

 

 

7,529

Total current assets

 

 

503,212

 

 

336,215

Fixed assets, net

 

 

220,952

 

 

150,471

Right-of-use assets

Intangible assets, net

 

 

109,362

 

 

109,394

Goodwill

 

 

227,447

 

 

227,447

Deferred income tax assets, net

Other assets

 

 

7,019

 

 

7,639

Total long-term assets

 

 

564,780

 

 

494,951

Total assets

 

$

1,067,992

 

$

831,166

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of term loans

 

$

3,500

 

$

3,500

Current liabilities:
Current liabilities:
Current portion of term loan
Current portion of term loan
Current portion of term loan
Current portion of lease liabilities

Trade accounts payable

 

 

258,730

 

 

158,466

Accrued expenses

 

 

74,547

 

 

61,505

Income taxes payable

 

 

 —

 

 

5,787

Accrued expenses and other current liabilities

Deferred revenue

 

 

22,523

 

 

14,456

Total current liabilities

 

 

359,300

 

 

243,714

Term loans

 

 

144,562

 

 

337,243

Term loan

Revolving line of credit

 

 

41,000

 

 

50,000

Deferred rent

 

 

25,570

 

 

16,750

Lease liabilities

Deferred income tax liabilities, net

 

 

27,218

 

 

28,265

Tenant improvement allowances

 

 

26,779

 

 

20,319

Other liabilities

 

 

703

 

 

592

Total long-term liabilities

 

 

265,832

 

 

453,169

Total liabilities

 

 

625,132

 

 

696,883

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Commitments and contingencies (Note 9)Commitments and contingencies (Note 9)


Stockholders’ equity

 

 

 

 

 

 

Capital stock:

 

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2017 and December 29, 2016

 

 

 —

 

 

 —

Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 95,509,179 shares issued and outstanding at December 28, 2017 and 76,847,116 issued and outstanding at December 29, 2016

 

 

96

 

 

77

Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2017 and 395,742 shares issued and outstanding at December 29, 2016

 

 

 —

 

 

 —

Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2017 and 6,275,489 shares issued and outstanding at December 29, 2016

 

 

 —

 

 

 6

Capital stock:
Capital stock:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2023 and December 29, 2022
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2023 and December 29, 2022
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2023 and December 29, 2022
Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 106,737,532 shares issued and outstanding at December 28, 2023 and 106,150,661 issued and outstanding at December 29, 2022
Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2023 and December 29, 2022
Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding at December 28, 2023 and December 29, 2022

Additional paid-in capital

 

 

323,419

 

 

117,270

Accumulated other comprehensive income (loss), net

 

 

(205)

 

 

176

Accumulated other comprehensive income, net

Retained earnings

 

 

119,550

 

 

16,754

Total stockholders’ equity

 

 

442,860

 

 

134,283

Total liabilities and stockholders’ equity

 

$

1,067,992

 

$

831,166

See accompanying notes to consolidated financial statements.

69

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Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income

(In Thousands, Except Per Share Data)

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

 

2017

 

2016

 

2015(1)

Net sales

 

$

1,384,767

 

$

1,050,759

 

$

784,012

Cost of sales

 

 

812,203

 

 

621,497

 

 

471,390

Gross profit

 

 

572,564

 

 

429,262

 

 

312,622

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling and store operating

 

 

353,647

 

 

271,876

 

 

202,637

General and administrative

 

 

84,661

 

 

64,025

 

 

49,917

Pre-opening

 

 

16,485

 

 

13,732

 

 

7,380

Litigation settlement

 

 

 —

 

 

10,500

 

 

 —

Executive severance

 

 

 —

 

 

 —

 

 

296

Total operating expenses

 

 

454,793

 

 

360,133

 

 

260,230

Operating income

 

 

117,771

 

 

69,129

 

 

52,392

Interest expense

 

 

13,777

 

 

12,803

 

 

9,386

Loss on early extinguishment of debt

 

 

5,442

 

 

1,813

 

 

 —

Income before income taxes

 

 

98,552

 

 

54,513

 

 

43,006

Provision for income taxes

 

 

(4,236)

 

 

11,474

 

 

16,199

Net income

 

$

102,788

 

$

43,039

 

$

26,807

Basic earnings per share

 

$

1.13

 

$

0.52

 

$

0.32

Diluted earnings per share

 

$

1.03

 

$

0.49

 

$

0.31


Fiscal Year Ended
in thousands, except for per share dataDecember 28,
2023
December 29,
2022
December 30,
2021
Net sales$4,413,884 $4,264,473 $3,433,533 
Cost of sales2,555,536 2,536,757 2,011,267 
Gross profit1,858,348 1,727,716 1,422,266 
Operating expenses:
Selling and store operating1,239,225 1,078,466 849,440 
General and administrative252,713 213,848 199,401 
Pre-opening44,982 38,642 34,433 
Total operating expenses1,536,920 1,330,956 1,083,274 
Operating income321,428 396,760 338,992 
Interest expense, net9,897 11,138 4,924 
Income before income taxes311,531 385,622 334,068 
Income tax expense65,551 87,427 50,838 
Net income$245,980 $298,195 $283,230 
Change in fair value of hedge instruments, net of tax(2,915)3,802 371 
Total comprehensive income$243,065 $301,997 $283,601 
Basic earnings per share$2.31 $2.82 $2.71 
Diluted earnings per share$2.28 $2.78 $2.64 

(1)

Year Ended December 31, 2015 includes 53 weeks. Years ended December 28, 2017 and December 29, 2016 include 52 weeks.

See accompanying notes to consolidated financial statements.

70

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Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

    

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

 

2017

 

2016

 

2015(1)

Net income

 

$

102,788

 

$

43,039

 

$

26,807

Other comprehensive (loss) income—change in fair value of hedge instruments, net of tax

 

 

(381)

 

 

276

 

 

43

Total comprehensive income

 

$

102,407

 

$

43,315

 

$

26,850

Stockholders’ Equity

Common Stock
Class A
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
Stockholders’
Equity
in thousandsSharesAmount
Balance, January 1, 2021104,368 $104 $408,124 $164 $588,996 $997,388 
Stock-based compensation expense— — 20,528 — — 20,528 
Exercise of stock options1,253 14,734 — — 14,736 
Issuance of restricted stock awards29 — — — — — 
Forfeiture of restricted stock awards(3)— — — — — 
Issuance of common stock upon vesting of restricted stock units29 — — — — — 
Shares issued under employee stock purchase plan46 — 3,063 — — 3,063 
Issuance of stock related to acquisition50 — 5,000 — — 5,000 
Common stock redeemed for tax liability(11)— (1,117)— — (1,117)
Other comprehensive gain, net of tax— — — 371 — 371 
Net income— — — — 283,230 283,230 
Balance, December 30, 2021105,761 $106 $450,332 $535 $872,226 $1,323,199 
Stock-based compensation expense— — 22,233 — — 22,233 
Exercise of stock options352 — 7,592 — — 7,592 
Forfeiture of restricted stock awards(59)— — — — — 
Issuance of common stock upon vesting of restricted stock units59 — — — — — 
Shares issued under employee stock purchase plan62 — 4,379 — — 4,379 
Common stock redeemed for tax liability(24)— (2,224)— — (2,224)
Other comprehensive gain, net of tax— — — 3,802 — 3,802 
Net income— — — — 298,195 298,195 
Balance, December 29, 2022106,151 $106 $482,312 $4,337 $1,170,421 $1,657,176 
Stock-based compensation expense— — 27,240 — — 27,240 
Exercise of stock options491 10,959 — — 10,960 
Issuance of common stock upon vesting of restricted stock units151 — — — — — 
Shares issued under employee stock purchase plan84 — 5,159 — — 5,159 
Common stock redeemed for tax liability(139)— (12,610)— — (12,610)
Other comprehensive loss, net of tax— — — (2,915)— (2,915)
Net income— — — — 245,980 245,980 
Balance, December 28, 2023106,738 $107 $513,060 $1,422 $1,416,401 $1,930,990 

(1)

Year Ended December 31, 2015 includes 53 weeks. Years ended December 28, 2017 and December 29, 2016 include 52 weeks.

See accompanying notes to consolidated financial statements.

71

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Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(In Thousands)

Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Common Stock

 

Common Stock

 

Additional

 

Other

 

 

 

 

Total

 

 

Preferred Stock

 

Class A

 

Class B

 

Class C

 

Paid-in

 

Comprehensive

 

Retained

 

Stockholders’

 

  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Income (Loss)

  

Earnings

  

Equity

Balance, December 25, 2014

 

 —

 

$

 —

 

76,847

 

$

77

 

211

 

$

 —

 

6,275

 

$

 6

 

$

261,009

 

$

(143)

 

$

21,287

 

$

282,236

Stock based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

34

 

 

 —

 

 —

 

 

 —

 

 

3,258

 

 

 —

 

 

 —

 

 

3,258

Exercise of stock options

 

 —

 

 

 —

 

 —

 

 

 —

 

 5

 

 

 —

 

 —

 

 

 —

 

 

40

 

 

 —

 

 

 —

 

 

40

Tax deficiency from employee stock options

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(19)

 

 

 —

 

 

 —

 

 

(19)

Other comprehensive gain, net of tax

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

43

 

 

 —

 

 

43

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

26,807

 

 

26,807

Balance, December 31, 2015

 

 —

 

 

 —

 

76,847

 

 

77

 

251

 

 

 —

 

6,275

 

 

 6

 

 

264,288

 

 

(100)

 

 

48,094

 

 

312,365

Stock based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

3,182

 

 

 —

 

 

47

 

 

3,229

Exercise of stock options

 

 —

 

 

 —

 

 —

 

 

 —

 

145

 

 

 —

 

 —

 

 

 —

 

 

284

 

 

 —

 

 

 —

 

 

284

Other comprehensive gain, net of tax

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

276

 

 

 —

 

 

276

Dividend declared

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(150,722)

 

 

 —

 

 

(74,278)

 

 

(225,000)

Cumulative effect from adoption of ASU No. 2016-09

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

238

 

 

 —

 

 

(148)

 

 

90

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

43,039

 

 

43,039

Balance, December 29, 2016

 

 —

 

 

 —

 

76,847

 

 

77

 

396

 

 

 —

 

6,275

 

 

 6

 

 

117,270

 

 

176

 

 

16,754

 

 

134,283

Stock based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

4,951

 

 

 —

 

 

 8

 

 

4,959

Conversion of Class B Common Stock

 

 —

 

 

 —

 

396

 

 

 —

 

(396)

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Conversion of Class C Common Stock

 

 —

 

 

 —

 

6,275

 

 

 6

 

 —

 

 

 —

 

(6,275)

 

 

(6)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Exercise of stock options

 

 —

 

 

 —

 

1,828

 

 

 2

 

 —

 

 

 —

 

 —

 

 

 —

 

 

8,872

 

 

 —

 

 

 —

 

 

8,874

IPO Proceeds

 

 —

 

 

 —

 

10,147

 

 

10

 

 —

 

 

 —

 

 —

 

 

 —

 

 

192,326

 

 

 —

 

 

 —

 

 

192,336

Issuance of restricted stock awards

 

 —

 

 

 —

 

15

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Other comprehensive loss, net of tax

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(381)

 

 

 —

 

 

(381)

Net Income

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

102,788

 

 

102,788

Balance, December 28, 2017

 

 —

 

$

 —

 

95,509

 

$

96

 

 —

 

$

 —

 

 —

 

$

 —

 

$

323,419

 

$

(205)

 

$

119,550

 

$

442,860

Fiscal Year Ended
in thousandsDecember 28,
2023
December 29,
2022
December 30,
2021
Operating activities
Net income$245,980 $298,195 $283,230 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization201,869 155,023 118,196 
Stock-based compensation expense27,240 22,233 20,528 
Deferred income taxes23,722 2,525 3,042 
Change in fair value of contingent earn-out liabilities2,609 2,529 — 
Loss on asset impairments and disposals, net925 20 438 
Interest cap derivative contracts113 114 357 
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables, net1,151 (12,150)(19,768)
Inventories, net194,890 (283,438)(349,678)
Trade accounts payable96,985 (84,732)232,761 
Accrued expenses and other current liabilities7,507 38,716 36,684 
Income taxes(18,413)(8,865)(15,897)
Deferred revenue1,217 (4,432)3,158 
Other, net17,794 (13,288)(11,709)
Net cash provided by operating activities803,589 112,450 301,342 
Investing activities
Purchases of fixed assets(547,613)(456,600)(407,671)
Acquisitions, net of cash acquired(17,353)(3,810)(63,567)
Proceeds from sales of property— 4,773 — 
Net cash used in investing activities(564,966)(455,637)(471,238)
Financing activities
Proceeds from term loans— — 65,000 
Payments on term loans(2,103)(2,103)(76,202)
Borrowings on revolving line of credit518,900 1,047,100 13,466 
Payments on revolving line of credit(729,100)(836,900)(15,969)
Payments of contingent earn-out liabilities(5,241)(2,571)— 
Proceeds from exercise of stock options10,960 7,592 14,736 
Proceeds from employee stock purchase plan5,159 4,379 3,063 
Debt issuance costs— (1,736)(1,409)
Tax payments for stock-based compensation awards(12,610)(2,224)(1,117)
Net cash (used in) provided by financing activities(214,035)213,537 1,568 
Net increase (decrease) in cash and cash equivalents24,588 (129,650)(168,328)
Cash and cash equivalents, beginning of the period9,794 139,444 307,772 
Cash and cash equivalents, end of the period$34,382 $9,794 $139,444 
Supplemental disclosures of cash flow information
Buildings and equipment acquired under operating leases$201,486 $225,968 $285,865 
Cash paid for interest, net of capitalized interest$9,595 $7,403 $6,279 
Cash paid for income taxes, net of refunds$61,027 $92,923 $63,684 
Fixed assets accrued at the end of the period$135,707 $116,997 $87,645 

See accompanying notes to consolidated financial statements.

72

49

Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

 

2017

 

2016

 

2015(1)

Operating activities

 

 

  

 

 

  

 

 

  

Net income

 

$

102,788

 

$

43,039

 

$

26,807

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

  

 

 

  

Depreciation and amortization

 

 

38,062

 

 

28,604

 

 

19,684

Loss on early extinguishment of debt

 

 

5,442

 

 

1,813

 

 

 —

Loss on asset disposals

 

 

128

 

 

451

 

 

144

Amortization of tenant improvement allowances

 

 

(3,311)

 

 

(2,561)

 

 

(2,197)

Deferred income taxes

 

 

(557)

 

 

(5,536)

 

 

464

Stock based compensation expense

 

 

4,959

 

 

3,229

 

 

3,258

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Receivables, net

 

 

(19,508)

 

 

(10,793)

 

 

(7,997)

Inventories, net

 

 

(134,248)

 

 

(21,133)

 

 

(70,988)

Other assets

 

 

(1,591)

 

 

(4,817)

 

 

(2,520)

Trade accounts payable

 

 

100,264

 

 

11,145

 

 

40,454

Accrued expenses

 

 

9,485

 

 

27,244

 

 

4,908

Income taxes

 

 

(18,259)

 

 

8,271

 

 

(4,805)

Deferred revenue

 

 

8,067

 

 

2,311

 

 

4,997

Deferred rent

 

 

9,243

 

 

3,870

 

 

3,327

Tenant improvement allowances

 

 

7,984

 

 

4,244

 

 

4,816

Other

 

 

259

 

 

75

 

 

28

Net cash provided by operating activities

 

 

109,207

 

 

89,456

 

 

20,380

Investing activities

 

 

  

 

 

  

 

 

  

Purchases of fixed assets

 

 

(102,253)

 

 

(74,648)

 

 

(45,037)

Other

 

 

 —

 

 

 —

 

 

16

Net cash used in investing activities

 

 

(102,253)

 

 

(74,648)

 

 

(45,021)

Financing activities

 

 

  

 

 

 

 

 

 

Borrowings on revolving line of credit

 

 

236,700

 

 

171,850

 

 

204,300

Payments on revolving line of credit

 

 

(245,700)

 

 

(214,750)

 

 

(177,900)

Proceeds from term loans

 

 

 —

 

 

362,000

 

 

 —

Payments on term loans

 

 

(197,500)

 

 

(98,334)

 

 

(1,667)

Prepayment penalty on term loan extinguishment

 

 

 —

 

 

(179)

 

 

 —

Debt issuance costs

 

 

(1,559)

 

 

(10,546)

 

 

(93)

Cash dividends

 

 

 —

 

 

(225,000)

 

 

 —

Net proceeds from initial public offering

 

 

192,336

 

 

 —

 

 

 —

Proceeds from exercise of stock options

 

 

8,874

 

 

284

 

 

40

Net cash (used in) provided by financing activities

 

 

(6,849)

 

 

(14,675)

 

 

24,680

Net increase in cash and cash equivalents

 

 

105

 

 

133

 

 

39

Cash and cash equivalents, beginning of the period

 

 

451

 

 

318

 

 

279

Cash and cash equivalents, end of the period

 

$

556

 

$

451

 

$

318

Supplemental disclosures of cash flow information

 

 

  

 

 

 

 

 

 

Cash paid for interest

 

$

15,748

 

$

6,922

 

$

8,898

Cash paid for income taxes

 

$

14,392

 

$

8,929

 

$

20,182

Fixed assets accrued at the end of the period

 

$

8,521

 

$

5,387

 

$

7,002

Fixed assets acquired as part of lease - paid for by lessor

 

$

1,786

 

$

2,290

 

$

 —


(1)

Year Ended December 31, 2015 includes 53 weeks. Years ended December 28, 2017 and December 29, 2016 include 52 weeks.

See accompanying notes to consolidated financial statements.

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Floor & Decor Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 28, 2017

2023

1. Summary of Significant Accounting Policies

Nature of Business

Floor & Decor Holdings, Inc. (f/k/a FDO Holdings, Inc.), together with its subsidiaries (the “Company,” “we,” “our”“our,” or “us”) is a highlyhigh-growth, differentiated, rapidly growingmulti-channel specialty retailer of hard surface flooring and related accessories. We offeraccessories and seller of commercial surfaces. The Company offers a broadin‑stock assortment of in-stock hard-surface flooring, including tile, wood, laminate and vinyl, and natural stone flooring along with decorative accessories and wall tile, installation accessoriesmaterials, and adjacent categories at everyday low prices. Our stores appeal to a variety of customers, including professional installers and commercial businesses (“Pro”), Do It Yourself and homeowners, which are comprised of do it yourself customers (“DIY”) and buy it yourself customers, who buy theour products for professional installation (“Buy it Yourself” or “BIY”BIY”). We operate within one reportable segment.

As of December 28, 2017,2023, the Company, through its wholly owned subsidiary, Floor and Decor Outlets of America, Inc. (“F&D”Outlets”), operates 83221 warehouse-format stores, which average 73,00078,000 square feet, and onefive small-format standalone design centerstudios in 2136 states as well as four distribution centers and an e-commerce site, FloorandDecor.com.

FloorandDecor.com. Substantially all of the Company’s operating assets and liabilities are held by Outlets.

Fiscal Year

The Company’s fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. FiscalThe fiscal years ended December 28, 20172023 (“fiscal 2017”2023”), December 29, 2022 (“fiscal 2022”), and December 29, 201630, 2021 (“fiscal 2016”2021”) include 52 weeks. Fiscal year ended December 31, 2015 (“52-week fiscal 2015”) includes 53 weeks.years consist of thirteen-week periods in each quarter of the fiscal year. When a 53-week fiscal year occurs, we report the additional week at the end of the fiscal fourth quarter. 52-week fiscal years consist of thirteen-week periods in the first, second, third and fourth quarters of the fiscal year.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Certain prior
Use of Estimates
The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the period. Actual results could differ from these estimates.
Business Combinations
The Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The purchase price of an acquisition is measured as the aggregate fair value of the consideration transferred at the date of acquisition. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed, with any excess recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions. The purchase price allocation may be provisional during a measurement period of up to one year amounts have been reclassifiedfrom the acquisition date to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment to the purchase price allocation, and any such adjustment will be recognized in the consolidated financial statementsperiod in which it is determined prior to conform to the current year presentation.Unless indicated otherwise, the information in this Annual Report has been adjusted to give effect to a 321.820-for-one stock splitcompletion of the Company’s outstanding common stock, which was approved by the Company's board of directors and shareholders on April 13, 2017 and effected on April 24, 2017.

measurement period. Transaction costs associated with acquisitions are expensed as incurred.

Cash and Cash Equivalents

Cash consists of currency and demand deposits with banks.

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Receivables

Receivables consist primarily of amounts due from credit card companies, vendor receivables, from vendors and tenant improvement allowances owed by landlords.commercial credit receivables. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer.customer, while commercial credit receivables are typically collected within 40 days after the customer takes possession of the goods. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the majority of rebates earned each quarter subsequent to its fiscal yearquarter end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain damaged or defective merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Consolidated StatementStatements of Operations and Comprehensive Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts was $0.2 million and $0.4 million as of December 28, 20172023 and December 29, 2016, was $349 thousand and $188 thousand,2022, respectively.

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Credit Program

Credit is offered to the Company's customers through a proprietary credit card underwritten by third-party financial institutions and at no recourse to the Company.

The Company also offers limited credit to its commercial clients. The Company’s total credit exposure for receivables not insured by a third party at the end of fiscal 2023 and fiscal 2022 was $18.3 million and $10.2 million, respectively.

Inventory Valuation and Shrinkage

Inventories consist of merchandise held for sale and are stated at the lower of cost andor net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in Costcost of sales in the Consolidated StatementStatements of Operations and Comprehensive Income as a loss in the period in which it occurs. The Company determines inventory costs using the moving weighted average cost method. The Company capitalizes transportation, duties, and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin, and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability, and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $2,936 thousand$6.5 million and $2,449 thousand$8.7 million as of December 28, 20172023 and December 29, 2016,2022, respectively.

Physical inventory counts and cycle counts are performed on a regular basis in each store and distribution center to ensure that amounts reflected in the accompanying Consolidated Balance Sheets are properly stated. During the period between physical inventory counts in ourits stores, the Company accrues for estimated losses related to shrinkage on a store-by-store basis. Shrinkage is the difference between the recorded amount of inventory and the physical inventory. Shrinkage may occur due to theft or loss, among other things.

Fixed Assets

Fixed assets consist primarily of furniture, fixtures, and equipment, computer software and hardware, leasehold improvements (including those that are reimbursed by landlords as tenant improvement allowances), computer softwarebuildings and hardwareimprovements, and land. Fixed assets are stated at cost less accumulated depreciation utilizing the straight-line method over the assets'assets’ estimated useful lives.

The Company capitalizes interest on borrowings during the active construction period of certain capital projects.

Leasehold improvements are amortized using the straight-line method over the shorter of (i) the original term of the lease, (ii) renewal term of the lease if the renewal is reasonably expectedcertain or (iii) the useful life of the improvement. The Company'sCompany’s fixed assets are depreciated using the following estimated useful lives:

Useful Life

Useful Life

Furniture, fixtures and equipment

2 - 7 years

Computer software and hardware

3 - 7 years
Leasehold improvements

10 - 25 years

Computer softwareBuildings and hardware

improvements

310 - 735 years

Land

Indefinite

The cost and related accumulated depreciation of assets sold or otherwise disposed are removed from the accounts, and the related gain or loss is reported in the Consolidated Statements of Operations and Comprehensive Income.

.

Capitalized

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Internal-Use Software Costs

The Company capitalizes certain costs related to the acquisition and development of internal-use software and amortizes thesewhich are included within fixed assets, net in the Consolidated Balance Sheets. Capitalized internal-use software costs are amortized using the straight-line method over the estimated useful life of the software. Certain development costssoftware within selling and store operating expense or general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income. Costs related to internal-use software not meeting the criteria for capitalization are expensed as incurred.

Cloud Computing Arrangements
The Company capitalizes certain costs to implement cloud computing arrangements that are service contracts “(CCA”) hosted by third-party vendors. CCA implementation costs meeting the criteria for capitalization are included within prepaid and other current assets in the Consolidated Balance Sheets and are amortized using the straight-line method over the expected term of the related contract, which may include reasonably certain renewals. Amortization expense for capitalized implementation costs is presented in the Consolidated Statements of Operations and Comprehensive Income based on where the hosting fees for the related service contract are recognized, which is either selling and store operating expense or general and administrative expense.
Finite-lived Intangible Assets
In accordance with ASC 350, Intangibles—Goodwill and Other Indefinite‑Lived(“ASC 350”), identifiable intangible assets with finite lives are amortized over their estimated useful lives. The estimated lives of the Company’s finite-lived intangible assets are as follows:
Useful Life
Non-compete agreement5 years
Customer relationships12 years
Goodwill and Other Indefinite-lived Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company does not amortize goodwill and other intangible assets with indefinite lives resulting from business combinations but, in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”)ASC 350,Intangibles—Goodwill and Other, does assess the recoverability of goodwill annually in the fourth quarter of each fiscal year, or more often if indicators warrant,events occur or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Such circumstances could include, but are not limited to, a significant adverse change in customer demand or business climate or an adverse action or assessment by

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determining whether the fair value of each reporting unit supports its carrying value. In accordance with ASC 350, identifiable intangible assets with finite lives are amortized over their estimated useful lives. a regulator. Each year, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of the single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments.

Impairment Assessment of Goodwill and Other Indefinite-lived Intangible Assets
The Company completed a qualitative assessmenttests goodwill and its trade names, which are indefinite-lived intangible assets, for impairment annually in the fourth quarter of each fiscal 2017. Based on such goodwill impairment analysis performed qualitatively as of October 27, 2017, the Company determined that the fair value of its reporting unit is in excess of the carrying value. Noyear, or more often if events occur or changes in circumstances have occurred sinceindicate that the datecarrying amount of goodwill or indefinite-lived intangible assets may not be recoverable. The Company has the Company's most recent annual impairment test that wouldoption to assess the value of its goodwill and other indefinite-lived intangible assets under either a qualitative or quantitative approach. Under a qualitative approach, the Company evaluates various market and other factors to determine whether it is more likely than not reducethat the Company’s goodwill or other indefinite-lived intangible assets have been impaired. In performing the qualitative assessment, the Company considers the carrying value of its single reporting unit compared to its fair value of the reporting unit below its carrying amount.

The Company annually (or more frequently if thereas well as events and changes in circumstances that could include, but are indicators of impairment) evaluates whether its indefinite-lived asset continuesnot limited to, havea significant adverse change in customer demand or business climate, an indefinite lifeadverse action or have impaired carrying values due toassessment by a regulator, and significant adverse changes in the asset or its related risks. Theprice of the Company’s common stock. If such qualitative assessment indicates that impairment reviewmay have occurred, an additional quantitative assessment is performed by comparing the carrying value of the indefinite-lived intangible assetassets to itstheir respective estimated fair value.values. If the recorded carrying value of thegoodwill or an other indefinite-lived intangible asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

The estimated lives

During the fourth quarter of fiscal 2023, the Company qualitatively assessed whether it was more likely than not that the goodwill and indefinite-lived intangible assets were impaired. Based on this assessment, the Company determined it was more likely than not that its goodwill and other indefinite-lived intangible assets were not impaired as of October 27, 2023. No events or changes in circumstances have occurred since the date of the Company’s intangible assets are as follows:

Company's most recent annual impairment assessment that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Useful Life

Trade names

Indefinite

Vendor relationships

10 years

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The Company’s goodwill and other indefinite‑livedindefinite-lived intangible assets impairment loss calculationsassessments contain uncertainties because they require management to make significant judgments in estimating the fair value of the Company’s reporting unit and indefinite‑livedother indefinite-lived intangible asset, includingassets and, if a quantitative assessment is deemed necessary, may include the projection of future cash flows, assumptions about which market participants are the most comparable, the selection of discount rates, and the weighting of the income and market approaches. These calculations contain uncertainties because they require management to make assumptions such as estimating economic factors, andincluding the profitability of future business operations and, if necessary, the fair value of the reporting unit’s assets and liabilities among others.liabilities. Further, the Company’s ability to realize the future cash flows used in its fair value calculations is affected by factors such as changes in economic conditions, changes in the Company’s operating performance, and changes in the Company’s business strategies. Significant changes in any of the assumptions involved in calculating these estimates could affect the estimated fair value of the Company’s reporting unit and indefinite‑livedindefinite-lived intangible assets and could result in impairment charges in a future period.

Long‑Lived

Long-lived Assets

Long-lived assets, such as fixed assets, operating lease right-of-use assets, and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, significant changes or planned changes in the Company’s use of an asset, a product recall, or an adverse action by a regulator. In accordance with ASC 360, Property, Plant and Equipment, the evaluation is performed at the lowest level for which identifiable cash flows are available that are largely independent of the cash flows of other assets or asset groups. If the sum of the estimated undiscounted future cash flows related to the asset is less than the asset's carrying value of the Company recognizes arelated asset or asset group, an impairment loss is recognized equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset.

value.

Since there is typically no active market for the Company'sCompany’s definite-lived intangible asset,assets, the Company estimates fair value based on expected future cash flows at the time they are identified. TheWhen events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates future cash flows based on store-level historical results, current trends, and operating and cash flow projections. The Company amortizes the asset with a finite lifeDefinite-lived intangible assets are amortized over itstheir respective estimated useful lifelives on a straight-line basis. Thisbasis, which the Company believes to be the amortization methodology that best matches the pattern of economic benefit that is expected from the assets. The useful lives of definite-lived intangible asset. The Company evaluates the useful life of its intangible asset are evaluated on an annual basis.

Tenant Improvement Allowances and Deferred Rent

Leases
The Company accountsrecognizes lease right-of-use assets and corresponding lease liabilities for tenant improvement allowances and deferred rent as liabilities or assetsall operating leases on the balance sheet. Tenant improvement allowancessheet, excluding short-term leases (leases with terms of 12 months or less) as described under ASC 842, Leases (“ASC 842”). The majority of the Company’s long-term operating lease agreements include options to extend, which are amounts receivedalso factored into the recognition of their respective assets and liabilities when appropriate based on management’s assessment of the probability that the options will be exercised. Lease payments are discounted using the rate implicit in the lease, or, if not readily determinable, a third-party secured incremental borrowing rate based on information available at lease commencement. The secured incremental borrowing rate is estimated based on yields obtained from Bloomberg for U.S. consumers with a lessorBB credit rating and is adjusted for improvements to leased properties and are amortized againstcollateralization as well as inflation. Additionally, certain of the Company’s lease agreements include escalating rents over the lease terms, which, under ASC 842, results in rent expensebeing expensed on a straight-line basis over the life of the respective leases. Fixed rents are recognized ratably overlease that commences on the initial non-cancellable lease term. Deferred rent represents differences betweendate the actual cash paid for rent andCompany has the amount of straight-line rent overright to control the initial non-cancellable term.

property.

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Self‑Insurance Reserves

The Company is partially self-insured for workers'workers’ compensation and general liability claims less than certain dollar amounts and maintains insurance coverage with individual and aggregate limits. The Company also has a basket aggregate limit to protect against losses exceeding $7.0 million (subject to adjustment and certain exclusions) for workers' compensation claims and general liability claims. The Company'sCompany’s liabilities represent estimates of the ultimate cost for claims incurred, including loss adjusting expenses, as of the balance sheet date. The estimated liabilities are not discounted and are established based upon analysis of historical data, actuarial estimates, regulatory requirements, an estimate of claims incurred but not yet reported, and other relevant factors. Management utilizes independent third-party actuarial studies to help assess the liability on a regular basis.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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Asset Retirement Obligations

An asset retirement obligation (“ARO”) represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. The Company’s AROs are primarily associated with leasehold improvements that, at the end of a lease, the Company is contractually obligated to remove in order to comply with certain lease agreements. The ARO is recorded in Other long-term liabilities on the Consolidated Balance Sheets and will be subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life.

Changes in (i) inflation rates and (ii) the estimated costs, timing and extent of future store closure activities each result in (a) a current adjustment to the recorded liability and related asset and (b) a change in the liability and asset amounts to be recorded prospectively. Any changes related to the assets are then recognized in accordance with ourthe Company’s depreciation policy, which would generally result in depreciation expense being recognized prospectively over the shorter of the remaining lease term or estimated useful life.

As of December 28, 2023 and December 29, 2022, ARO assets included in fixed assets, net were $5.8 million and $5.2 million, respectively, and ARO liabilities included in other long-term liabilities were $8.9 million and $6.8 million, respectively.
Fair Value Measurements—Debt

Measurements

The Company estimates fair values in accordance with ASC 820, Fair Value Measurement(“ASC 820”). ASC 820 provides a framework for measuring fair value and expandsrequires disclosures required about fair value measurements. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Additionally, ASC 820 defines levels within a hierarchy based upon observable and non-observable inputs.

·

Level 1: Inputs that are quoted prices in active markets for identical assets or liabilities

·

Level 2: Inputs other than quoted prices in active markets for assets or liabilities that are either directly or indirectly observable

·

Level 3: Inputs that are non‑observable that reflect the reporting entity’s own assumptions

The If the inputs used to measure fair values of certainvalue fall within different levels of the Company's debt instruments have been determined byhierarchy, the category level is based on the lowest priority level input that is significant to the overall fair value measurement of the instrument.

Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date;
Level 2: Inputs other than quoted prices in active markets for identical assets or liabilities that are either directly or indirectly observable as of the reporting date; and
Level 3: Unobservable inputs that reflect the reporting entity’s own estimates about the assumptions market participants would use in pricing the asset or liability.
Derivative Financial Instruments
Changes in interest rates impact the Company’s results of operations. In an effort to manage exposure to this risk, the Company utilizing Level 3 inputs, suchenters into derivative contracts and may adjust its derivative portfolio as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

conditions change. Derivative Financial Instruments

The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, the Company entered into two interest rate swap contracts. We recognize derivative contracts are recognized at fair value on ourthe Consolidated Balance Sheets. The fair value is calculated utilizing Level 2 inputs. Unrealized

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changes in the fair value of hedged derivative instruments are recorded in Accumulatedaccumulated other comprehensive (loss) income within the stockholders’ equity section of ourthe Consolidated Balance Sheets.

The effective portion of the gain or loss on the derivatives is reported as a component of Comprehensive income within the Consolidated Statements of Comprehensive Income and reclassified into earnings in the same period in which the hedged transaction affects earnings. The effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent changes in fair values of the instruments are not highly effective, the ineffective portion of the hedge is immediately recognized in earnings.

We perform an assessment of the effectiveness of our derivativeCompany has outstanding interest rate cap contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which continue to be designated as cash flow hedges and which consist of interest rate cap contracts, willthat are expected to continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk.In The effective portion of the current year, one of our interest rate caps was de-designatedgain or loss on effective cash flow hedges is reported as a resultcomponent of accumulated other comprehensive income and reclassified into earnings in the same period in which the hedged transaction affects earnings. To the extent that hedges are not highly effective, the ineffective portion of the hedge is immediately recognized in earnings. The Company performs an assessment of the effectiveness of its derivative contracts designated as hedges, including assessing the possibility of counterparty default. If it is determined that a debt amendment.derivative is no longer expected to be highly effective, hedge accounting is discontinued prospectively, and subsequent changes in the fair value of the hedge are recognized in earnings. See footnote 7. DerivativesNote 8, “Derivatives and Risk ManagementManagement” for additional information.

.  

Use

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Table of Estimates

The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amounts of fixed assets and intangibles, asset retirement obligations, allowances for accounts receivable and inventories, reserves for workers' compensation and general liability claims incurred but not reported and deferred income tax assets and liabilities. Actual results could differ from these estimates.

Contents

Revenue Recognition

Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns.

In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizesaccordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue and the related cost of sales are recognized when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. Forrelated performance obligations in contracts with customers are settled. Performance obligations for the Company’s retail store sales, as well as for orders placed through ourits website and shipped to our customers, we recognize revenue and the related cost of salesare satisfied at the time we estimatepoint at which the customer receivesobtains control of the merchandise,inventory, which is typically at the point-of-sale. In some cases, merchandise is not physically ready for transfer to the customer at the point-of-sale, and revenue recognition is deferred until the customer has control of the inventory. Shipping and handling activities are accounted for as activities to fulfill the promise to transfer goods rather than as separate performance obligations as outlined within a few daysASC 606. Payment is generally due from the customer immediately at the point-of-sale for both retail store sales and website sales. The nature of shipment.the goods offered primarily include hard surface flooring and related accessories. The Company arrangesdoes not perform installation services, and pays for freight to deliverfree design services are offered in-store. The transaction price recognized in revenue represents the selling price of the products to customers, and bills the customer for the estimated freight cost, which is included in net sales.offered. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

The Company provides customers the right to return the goods sold to them within a reasonable time period, typically 90 days. The right of return is an element of variable consideration as defined within ASC 606. Reserves for future returns of previously sold goods are estimated based on historical experience and various other assumptions that management believes to be reasonable. These reserves reduce sales and cost of sales and establish a related return asset and refund liability as defined in ASC 606. The return asset is included within prepaid expenses and other current assets, and the refund liability is included within accrued expenses and other current liabilities, each respectively on the Consolidated Balance Sheets. Merchandise exchanges of similar product and price are not considered merchandise returns and, therefore, are excluded when calculating the sales returns reserve.
Gift Cards and Merchandise Credits

We sell

The Company sells gift cards to our customers in ourthrough its stores and through our website and issuealso issues merchandise credits in ourits stores. We accountGift cards and merchandise credits are accounted for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed.upon redemption. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Companyrecognize breakage revenue that is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based uponon historical redemption patterns and representsfor the balanceportion of gift cards for which the Company believes the likelihood of redemption by the customer is remote.card values that are not expected to be redeemed. Accordingly, in fiscal 2017, fiscal 2016,years 2023, 2022, and fiscal 20152021, the Company recognized gift card breakage income related to unredeemed gift cards of $757 thousand, $627 thousand,$5.1 million, $3.7 million, and $511 thousand was recognized in$2.4 million, respectively, within net sales in the Consolidated Statements of Income,Operations and Comprehensive Income.
Loyalty Program
Our Pro Premier loyalty program allows customers to earn points through purchases in our stores and our website. The Company allocates the transaction price between the goods and services sold and the loyalty points earned based on their relative standalone selling prices, which takes into account the portion of loyalty points expected to be redeemed. For eligible transactions, loyalty points are typically awarded at one percent, but may be awarded at up to four percent for our higher volume customers, of the selling price of the merchandise sold and are recognized at the time of sale as a liability.Breakage for loyalty point rewards is estimated based on historical customer redemption patterns and may change in the future as the program matures. In fiscal years 2023, 2022, and 2021, loyalty breakage of $1.0 million, $1.9 million, and $2.2 million, respectively, for such unredeemed gift cards.

was recognized as net sales in the Consolidated Statements of Operations and Comprehensive Income.

Sales Returns and Allowances

The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at December 28, 20172023 and December 29, 2016,2022, was $7,189 thousand$27.4 million and $4,887 thousand,$33.3 million, respectively.

Merchandise exchanges of similar product and price are not considered merchandise returns and, therefore, are excluded when calculating the sales returns reserve.

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Cost of Sales

Cost of sales consists of merchandise costs as well as freight, duty, and other costs to transport inventory to ourthe Company’s distribution centers and stores, and duty and other costs that are incurred to distribute the merchandise to our stores. Cost of sales also includes costs for shrinkage, damaged product disposals, distribution, warehousing, sourcing, and compliance, cost and arranging and paying for freight to deliver products to customers. The Company receives cash consideration from certain vendors related to vendor allowances and volume rebates, which is recorded as a reduction of costs of sales when the inventory is sold or as a reduction ofto the carrying value of inventory if the inventory is still on hand.

hand and a reduction to cost of sales when the inventory is sold.

Vendor Rebates and Allowances

Vendor allowances consist primarily of volume rebates that are earned as a result of attaining certain inventory purchase levels and advertising allowances or incentives for the promotion of vendors' products. These vendor allowances are accrued as earned and are estimated based on annual projections, as earned.

projections.

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Vendor allowances earned are initially recorded as a reduction to the carrying value of inventory and a subsequent reduction in cost of sales when the related product is sold. Certain incentive allowances that are reimbursements of specific, incremental, and identifiable costs incurred to promote vendors'vendors’ products are recorded as an offset against these promotional expenses.

Total Operating Expenses

Total operating expenses consist primarily of store and administrative personnel wages and benefits, infrastructure expenses, supplies, fixed asset depreciation, store and corporate facility expenses, pre-opening costs, training costs, and advertising costs. Credit card fees, insurance, personal property taxes, legal expenses, and other miscellaneous operating costs are also included.

Advertising

Expenses

The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the fiscal years ended December 28, 2017,2023, December 29, 2016,2022, and December 31, 2015,30, 2021 were $43,560 thousand, $33,497 thousand,$112.1 million, $104.3 million, and $24,478 thousand$90.4 million, respectively, and are included in Sellingselling and store operating expenses and Pre‑openingpre-opening expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Pre‑Opening

Pre-Opening Expenses

The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening"pre-opening expenses in its Consolidated Statements of Operations and Comprehensive Income. The Company's pre-opening expenses begin on average three months to six monthsone year in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel, and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre‑opening expenses for the years ended December 28, 2017, December 29, 2016, and December 31, 2015, totaled $16,485 thousand, $13,732 thousand, and $7,380 thousand, respectively.

Loss on Early Extinguishment of Debt

On May 2, 2017, the Company completed its initial public offering (“IPO”), pursuant to which it sold an aggregate of 10,147,025 shares of Class A common stock, par value $0.001 per share. The Company received aggregate net proceeds of approximately $192.0 million after deducting underwriting discounts and commissions and other offering expenses. The Company used net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility, including accrued and unpaid interest. The partial paydown resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million related to unamortized original issue discount and unamortized deferred debt issuance costs.

Stock‑Based

Stock-Based Compensation

The Company accounts for stock-based compensation, including employee stock options, restricted stock, and employee stock purchase plans, in accordance with ASC 718, Compensation – Stock Compensation. The(“ASC 718”), which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of forfeitures, over the requisite service period for awards expected to vest. As necessary, the Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of ouremployee stock price. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as

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authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the dividend yield to be zero as the Company does not intend to pay dividends in the future. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered.awards. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company electedRefer to early adopt Accounting Standards Update (“ASU”) No. 2016-09 “Improvements to Employee Share-Based Payment Accounting” in 2016 and now recognizes forfeitures in earnings as they occur; priorNote 11, “Stockholders’ Equity” for additional details related to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Company’s stock-based compensation awards.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. 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. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences became deductible. On a quarterly basis, the Company evaluates whether it is more likely than not that its deferred tax assets will be realized in the future and concludes whether a valuation allowance must be established.

The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent50% likelihood of being realized upon ultimate settlement. UncertainIn addition, the Company recognizes a loss contingency for uncertain tax positions when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Amounts recognized for uncertain tax positions require determinationsthat management make estimates and estimated liabilities to be madejudgments based on provisions of the tax law, which may be subject to change or varying interpretation.interpretations. The Company does not believe it has any material risksincludes estimated interest and penalties related to uncertain tax positions.

Segment Information

position accruals within accrued expenses and other current liabilities in the Consolidated Balance Sheets and within income tax expense in the Consolidated Statements of Operations and Comprehensive Income.

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Segments
The Company operates as a multi-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces. The Company primarily sells hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information(“CODM”) for purposes of allocating resources and evaluating the Company's financial performance. Accordingly,The Company’s CODM, its Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by information about the Company’s two operating segments, Floor & Decor Retail and Spartan Surfaces, LLC. (“Spartan”), for purposes of allocating resources and evaluating financial performance. The Spartan segment, which engages in selling commercial surfaces and is entirely comprised of the Company’s Spartan subsidiary, does not meet the materiality criteria of ASC 280, Segment Reporting (“ASC 280”), and is therefore not disclosed separately as a reportable segment.
The Company concluded that the economic and operating characteristics of its one reportable segment, Floor & Decor Retail, are similar across its retail operations, including the net sales, gross profit and gross margin, and operating income of its retail stores as well as the nature of products and services offered, customer base, marketing initiatives, operating procedures, store layouts, employee incentive programs, methods of distribution, competitive and operating risks, and the level of shared resources across the business.
Recently Adopted Accounting Pronouncements
Supplier Finance Programs. In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50).” The ASU requires disclosure of the key terms of outstanding supply chain finance programs and a rollforward of the related amounts due to vendors participating in these programs. The adoption of ASU 2022-04 did not affect the Company’s financial position, results of operations, or cash flows as the standard only impacts financial statement footnote disclosures. The guidance was effective in the first quarter of fiscal 2023, except for a rollforward of activity within supply chain finance programs, which is effective beginning in fiscal 2024. For additional information, refer to Note 14, “Supply Chain Finance.”
Business Combinations. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU addresses diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The Company adopted ASU No, 2021-08 in the first quarter of 2023 on a prospective basis. The adoption of ASU No. 2021-08 did not have a material impact on the Company’s consolidated financial statements or related disclosures.
Presentation of Financial Statements, Financial Services—Depository and Lending, Financial Services—Investment Companies. In August 2021, the FASB issued ASU No. 2021-06, “Presentation of Financial Statements (Topic 205), Financial Services—Depository and Lending (Topic 942), and Financial Services—Investment Companies (Topic 946).” The ASU includes Release No.33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. This update amends certain Securities and Exchange Commission (“SEC”) disclosure guidance that is included in the accounting standards codification to reflect the SEC’s recent issuance of rules intended to modernize and streamline disclosure requirements, including updates to business acquisition and disposition significance tests used, the significance thresholds for pro forma statement disclosures, the number of preceding years of financial statements required for disclosure, and other provisions in the SEC releases. The guidance is effective upon its addition to the FASB codification. The adoption of ASU No. 2021-06 did not have a material impact on the Company’s consolidated financial statements or related disclosures.
Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional guidance to ease the potential accounting and financial reporting burden of reference rate reform, including the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The new guidance provides temporary optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which amended ASU 2020-04 to clarify the scope and application of the original guidance in ASU No. 2020-04. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”, which amended ASU 2020-04 to extend the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. In the fourth quarter of fiscal 2022, the Company concluded itadopted ASU 2020-04 and its amendments. The adoption of ASU 2020-04 and its amendments did not have a material impact on the Company’s consolidated financial statements or related disclosures.
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Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. In the first quarter of fiscal 2021, the Company adopted ASU No. 2019-12 on a prospective basis. The adoption of ASU No. 2019-12 did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740).” The amendments in this ASU improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. Additionally, this ASU improves the effectiveness and comparability of disclosures by adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with SEC Regulation S-X 210.4-08(h) and by removing disclosures that no longer are considered cost beneficial or relevant. This guidance in ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption of the standard is permitted. The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU expands disclosure of reportable segments by requiring more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how the CODM uses reported segment profit or loss information in assessing segment performance and allocating resources. The guidance in ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. This guidance should be applied retrospectively to all prior periods presented in the consolidated financial statements. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and related disclosures.
Presentation and Disclosure Requirements. In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
Leases. In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842), Common Control Arrangements.” The amendments in the ASU applying to public business entities clarifies the accounting for leasehold improvements associated with common control leases, reducing diversity in practice and providing investors with financial information that will better reflect the economics of those transactions. This guidance in ASU No. 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and can be applied prospectively to all new leasehold improvements, prospectively to all new and existing leasehold improvements, or retrospectively to the beginning of the period in which the entity first applied Topic 842. Early adoption of the standard is permitted, including adoption in an interim period. The adoption of ASU 2023-01 is not expected to have an impact on the Company’s consolidated financial statements or related disclosures and would only be applicable to the extent that the Company has future common control leases.
2. Revenue
Net sales consist of revenue associated with contracts with customers for the sale of goods and services in amounts that reflect the consideration the Company is entitled to receive in exchange for those goods and services.
Deferred Revenue & Contract Liabilities
In accordance with ASC 606, the Company recognizes revenue when the customer obtains control of the inventory. Amounts in deferred revenue at period-end reflect orders for which the inventory was not yet ready for physical transfer to customers.
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Contract liabilities within the Consolidated Balance Sheets as of December 28, 2023 and December 29, 2022 primarily consisted of deferred revenue as well as amounts in accrued expenses and other current liabilities related to the Pro Premier Rewards loyalty program and unredeemed gift cards. As of December 28, 2023, contract liabilities totaled $69.6 million and included $45.6 million of loyalty program liabilities, $12.7 million of unredeemed gift cards, and $11.3 million of deferred revenue. As of December 29, 2022, contract liabilities totaled $57.0 million and included $33.8 million of loyalty program liabilities, $13.1 million of unredeemed gift cards, and $10.1 million of deferred revenue. Of the contract liabilities outstanding as of December 29, 2022, approximately $18.0 million was recognized in revenue during fiscal 2023.
Disaggregated Revenue
The Company has one reportable segment.

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The following table presents the net sales of each major product category for each of the last three fiscal years (in thousands):

years:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

December 28, 2017

 

December 29, 2016

 

December 31, 2015

 

 

    

 

 

    

% of

    

 

 

    

% of

    

 

 

    

% of

 

Product Category

 

Net Sales

 

Net Sales

 

Net Sales

 

Net Sales

 

Net Sales

 

Net Sales

 

Tile

 

$

419,745

 

30

%  

$

325,433

 

31

%  

$

244,902

 

31

%

Decorative Accessories

 

 

257,684

 

19

 

 

188,371

 

18

 

 

138,442

 

18

 

Accessories (Installation Materials and Tools)

 

 

217,427

 

16

 

 

165,330

 

16

 

 

124,162

 

16

 

Laminate / Luxury Vinyl Plank

 

 

208,238

 

15

 

 

131,447

 

12

 

 

77,586

 

10

 

Wood

 

 

167,152

 

12

 

 

142,751

 

14

 

 

116,999

 

15

 

Natural Stone

 

 

104,670

 

 8

 

 

90,866

 

 9

 

 

78,294

 

10

 

Delivery and Other

 

 

9,851

 

 —

 

 

6,561

 

 —

 

 

3,627

 

 —

 

Total

 

$

1,384,767

 

100

%  

$

1,050,759

 

100

%  

$

784,012

 

100

%

Fiscal Year Ended
in thousands
December 28,
2023
December 29,
2022
December 30,
2021
Product CategoryNet Sales
% of
Net Sales
Net Sales
% of
Net Sales
Net Sales% of
Net Sales
Laminate and vinyl$1,153,476 26 %$1,184,636 28 %$876,714 26 %
Tile1,033,830 23 963,999 23 801,101 23 
Installation materials and tools828,601 19 713,127 17 558,721 16 
Decorative accessories and wall tile743,571 17 744,888 17 642,697 19 
Wood258,359 274,528 259,637 
Natural stone208,286 212,167 199,140 
Adjacent categories83,525 69,820 54,482 
Other (1)
104,236 101,308 41,041 
Total$4,413,884 100 %$4,264,473 100 %$3,433,533 100 %

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill

(1)Other includes delivery, sample, and other product revenue and adjustments for deferred revenue, sales returns reserves, and other revenue related adjustments that are not allocated on a product-category basis.
3. Accrued Expenses and Other (Topic 350): Simplifying the Test for Goodwill Impairment." This standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU No. 2017-04 is effective for fiscal years beginning afterCurrent Liabilities
Accrued expenses and other current liabilities as of December 15, 2019,28, 2023 and interim periods within those fiscal years, with early adoption permitted after January 1, 2017. The amendments in this update should be applied using a prospective approach. The adoption of ASU No. 2017-04 did not have a material impact on the Company's Consolidated Financial Statements.

In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." This standard update requires an entity to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. ASU No. 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied using a modified retrospective approach. The adoption of ASU No. 2016-16 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." The standard update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied using a retrospective approach. The adoption of ASU No. 2016-15 is not expected to have a material impact on the Company's consolidated statements of cash flows.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employees Share-Based Payment Accounting." The update is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. Depending on the amendment, methods used to apply the requirements29, 2022 consisted of the update include modified retrospective, retrospective, and prospective. The Company elected to early adopt this standard during the second quarter of 2016. The net cumulative effect of this change was recognized as a $148 thousand reduction to retained earnings and the recognition of $238 thousand of additional paid-in capital. The adoption of this standard resulted in a modified retrospective adjustment on the Company’s consolidated balance sheet as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 requires that lessees recognize lease assets and lease liabilities for all leases with greater than 12 month terms on the balance sheet. The guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. This new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The standard must be applied using a modified retrospective approach. The Company is currently evaluating the impact that ASU No. 2016-02 will have on our Consolidated Financial Statements. When implemented, the Company believes the new standard will have a material

following:

in thousandsDecember 28,
2023
December 29,
2022
Accrued construction in progress$102,163 $72,737 
Loyalty program liability45,645 33,818 
Wages and payroll taxes payable28,762 26,415 
Sales returns and allowances27,406 33,284 
Sales taxes payable24,064 25,253 
Accrued incentive compensation22,417 23,561 
Insurance reserve incurred but not reported21,650 19,635 
Unredeemed gift cards12,668 13,082 
Other48,165 50,234 
Accrued expenses and other current liabilities$332,940 $298,019 

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impact on its consolidated balance sheet. The Company is currently evaluating the effect that implementation of this standard will have on the Company's consolidated statements of income, cash flows and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory." ASU No. 2015-11 provides new guidance for entities using first-in, first-out or average cost to simplify the subsequent measurement of inventory, which proposes that inventory should be measured at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance eliminates the option to subsequently measure inventory at replacement cost or net realizable value less an approximately normal profit margin. This new guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. The amendments in this update should be applied prospectively. The adoption of ASU No. 2015-11 did not have a material impact on the Company's Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard will impact the timing and amounts of revenue recognized for (i) gift card breakage income and (ii) certain transactions for which the Company allows customers to store their merchandise at our retail stores for final delivery at a later date. Gift card breakage income is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. The more significant change of this standard relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at our retail stores for final delivery at a later date. Currently, the Company recognizes revenue when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. Under the new guidance, the Company will recognize revenue at the time the customer obtains control of the inventory. The Company is adopting this standard in the first quarter of fiscal 2018 and will use the modified retrospective approach. The cumulative adjustment upon adoption will primarily result in a reduction of deferred revenue and related inventories and an increase to retained earnings. The Company does not believe the adoption of the standard will have a material impact to its Consolidated Financial Statements going forward.

.

2. Accrued Expenses

Accrued expenses consist of the following (in thousands):

 

 

 

 

 

 

 

 

    

December 28,

    

December 29,

 

 

2017

 

2016

Accrued incentive compensation

 

$

17,218

 

$

14,799

Accrued legal fees

 

 

178

 

 

13,642

Other

 

 

57,151

 

 

33,064

Accrued Expenses

 

$

74,547

 

$

61,505

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3.4. Fixed Assets

Fixed assets as of December 28, 20172023 and December 29, 2016,2022 consisted of the following (in thousands):

following:

 

 

 

 

 

 

 

December 28,

    

December 29,

    

2017

 

2016

Furniture, fixtures and equipment

 

$

126,821

 

$

90,787

in thousandsin thousandsDecember 28,
2023
December 29,
2022

Leasehold improvements

 

 

141,174

 

 

89,226

Buildings and improvements (1)
Furniture, fixtures, and equipment

Computer software and hardware

 

 

52,687

 

 

40,699

Land

 

 

4,976

 

 

 —

Construction in process

Fixed assets, at cost

 

 

325,658

 

 

220,712

Less: accumulated depreciation and amortization

 

 

104,706

 

 

70,241

Fixed assets, net

 

$

220,952

 

$

150,471

(1)    Represents buildings and improvements on land that the Company owns as well as on land that the Company is leasing through ground leases.
Depreciation and amortization on fixed assets for the fiscal years ended December 28, 2017,2023, December 29, 2016,2022, and December 31, 2015,30, 2021 was $36,255 thousand, $27,459 thousand,$195.8 million, $149.6 million, and $18,531 thousand,$113.4 million, respectively.

4.

5. Intangible Assets

Goodwill and changes in the carrying amount of goodwill are as follows for the periods presented:
in thousandsDecember 28,
2023
December 29,
2022
Goodwill, balance at beginning of year$255,473 $255,473 
Acquisition (1)
2,467 — 
Goodwill, balance at end of year$257,940 $255,473 
(1)    Reflects goodwill related to the Salesmaster acquisition completed in fiscal 2023. See Note 15, “Acquisitions” for additional details.
The following summarizes the balancesgross carrying amount and accumulated amortization of identifiableother intangible assets as of December 28, 20172023 and December 29, 2016 (in thousands):

2022 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 28, 2017

 

December 29, 2016

 

    

 

    

Gross

    

 

 

    

Gross

    

 

 

 

 

Estimated

 

Carrying

 

Accumulated

 

Carrying

 

Accumulated

 

 

Useful Lives

 

Amount

 

Amortization

 

Amount

 

Amortization

Amortizable intangible asset:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Vendor relationships

 

10 years

 

 

319

 

 

(226)

 

 

319

 

 

(194)

Indefinite-lived intangible asset:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Trade names

 

  

 

 

109,269

 

 

 —

 

 

109,269

 

 

 —

 

 

  

 

$

109,588

 

$

(226)

 

$

109,588

 

$

(194)

December 28, 2023December 29, 2022
in thousandsGross carrying amount (1)Accumulated amortizationNet carrying valueGross carrying amount (1)Accumulated amortizationNet carrying value
Amortizable intangible assets:
Customer relationships$43,216 $(8,147)$35,069 $38,216 $(4,728)$33,488 
Non-compete agreement300 (169)131 300 (104)196 
Total amortizable intangible assets43,516 (8,316)35,200 38,516 (4,832)33,684 
Indefinite-lived intangible assets:
Trade names118,669 — 118,669 118,669 — 118,669 
Total intangible assets$162,185 $(8,316)$153,869 $157,185 $(4,832)$152,353 

(1)    Refer to Note 15, “Acquisitions” for details related to intangible assets acquired during fiscal 2023 and fiscal 2022.
Amortization expense related to amortizable intangible assets was $3.5 million, $3.1 million, and $1.7 million for the fiscal years ended December 28, 2017,2023, December 29, 20162022, and December 31, 2015,30, 2021, respectively, and was $32 thousand, $32 thousandincluded within general and $327 thousand, respectively.

Estimated intangible asset amortization foradministrative expenses on the next five years is as follows (in thousands):

 

 

 

 

2018

    

$

32

2019

 

 

32

2020

 

 

29

2021

 

 

 —

2022

 

 

 —

83


Company’s Consolidated Statements of Operations and Comprehensive Income.

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5.As of December 28, 2023, the estimated aggregate future amortizable expense related to other intangible assets is as follows:

in thousandsAmount
2024$3,667 
20253,667 
20263,601 
20273,601 
20283,601 
Thereafter17,063 
Total$35,200 
6. Income Taxes

The components of the provision for income taxestax expense are as follows (in thousands):

follows:

 

 

 

 

 

 

 

 

 

 

 

    

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

 

2017

 

2016

 

2015

Current (benefit) / expense:

 

 

  

 

 

  

 

 

  

Federal

 

$

(4,097)

 

$

14,588

 

$

13,183

State

 

 

479

 

 

2,422

 

 

2,552

Total current (benefit) / expense

 

 

(3,618)

 

 

17,010

 

 

15,735

Deferred (benefit) / expense:

 

 

  

 

 

  

 

 

  

Federal

 

 

(250)

 

 

(4,765)

 

 

553

State

 

 

(368)

 

 

(771)

 

 

(89)

Total deferred (benefit) / expense

 

 

(618)

 

 

(5,536)

 

 

464

Provision for income taxes

 

$

(4,236)

 

$

11,474

 

$

16,199

Fiscal Year Ended
in thousands
December 28,
2023
December 29,
2022
December 30,
2021
Current expense:
Federal$29,737 $73,463 $37,869 
State12,092 16,489 9,927 
Total current expense41,829 89,952 47,796 
Deferred expense (benefit):
Federal24,792 (78)4,853 
State(1,070)(2,447)(1,811)
Total deferred expense (benefit)23,722 (2,525)3,042 
Income tax expense$65,551 $87,427 $50,838 

The following is a summary of the differences between the total provision for income taxestax expense as shown on the financial statements and the provision for income taxestax expense that would result from applying the federal statutory tax rate of 35%21% for the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021 to income before income taxes (in thousands).

taxes:

 

 

 

 

 

 

 

 

 

 

 

    

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

 

2017

 

2016

 

2015

Computed “expected” provision at statutory rate

 

$

34,499

 

$

19,080

 

$

15,052

State income taxes, net of federal income tax benefit

 

 

(28)

 

 

1,073

 

 

1,594

Permanent differences:

 

 

 

 

 

 

 

 

 

Excess tax benefit related to options exercised

 

 

(20,762)

 

 

 —

 

 

 —

Non-qualified option holder dividend equivalent

 

 

 —

 

 

(7,877)

 

 

 —

Other

 

 

691

 

 

(4)

 

 

113

Total permanent differences

 

 

(20,071)

 

 

(7,881)

 

 

113

Change in U.S. tax rate

 

 

(17,850)

 

 

 —

 

 

 —

Other, net

 

 

(786)

 

 

(798)

 

 

(560)

Provision for income taxes

 

$

(4,236)

 

$

11,474

 

$

16,199

Fiscal Year Ended
in thousands
December 28,
2023
December 29,
2022
December 30,
2021
Computed “expected” income tax expense at statutory rate$65,421 $80,984 $70,154 
State income taxes, net of federal income tax benefit (1)
8,824 11,744 6,186 
Permanent differences:
Excess tax benefit related to stock-based compensation awards(8,748)(3,762)(25,710)
Other1,714 874 908 
Total permanent differences(7,034)(2,888)(24,802)
Provision to return578 183 (34)
Federal tax credits(2,019)(1,535)(1,471)
Uncertain tax positions— (848)308 
Other, net(219)(213)497 
Income tax expense$65,551 $87,427 $50,838 

The permanent difference of $20,762 thousand in fiscal 2017 is the federal benefit due to the recognition of

(1)     Includes state excess tax deductions for stock options exercised. The state benefitbenefits related to the recognitionstock-based compensation awards for fiscal years 2023, 2022, and 2021 of excess tax benefit of $1.0$1.8 million, is included in state income taxes, net of federal income tax benefit in the table above. The permanent difference of $7,877 thousand in fiscal 2016 is the federal benefit related to a dividend equivalent payment to certain option holders.

The Tax Cuts$0.8 million, and Jobs Act (the “Act”) was enacted on December 22, 2017. As it relates to the Company, the Act reduces the US federal corporate tax rate from 35% to 21%, and creates new taxes that may apply on certain foreign sourced earnings. At December 28, 2017, we have not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which we were able to determine a reasonable estimate, we recognized a provisional amount of $17.9$4.6 million, which is included as a component of income tax expense from continuing operations. In all cases, we will continue to make and refine our calculations as additional analysis is completed. In addition, our estimates may also be affected as we continue to analyze the Act.

Provisional amounts

We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Act and refining our calculations, which could

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respectively.

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potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement of our deferred tax balance was $17.9 million.

The Act also subjects a US shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. Given the complexity of the GILTI provisions, we are still evaluating the possible effects of the GILTI provisions and have not yet determined our accounting policy. At  December 28, 2017, because we are still evaluating the GILTI provisions and our analysis of future taxable income that may be subject to GILTI, we are unable to make a reasonable estimate and have not reflected any adjustments related to GILTI in our financial statements.

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and (liabilities) are presented below (in thousands):

below:

 

 

 

 

 

 

    

Year Ended

    

Year Ended

 

December 28,

 

December 29,

 

2017

 

2016

Fiscal Year EndedFiscal Year Ended
in thousandsin thousandsDecember 28,
2023
December 29,
2022

Deferred tax assets:

 

 

  

 

 

  

Lease liabilities
Lease liabilities
Lease liabilities

Accruals not currently deductible for tax purposes

 

$

8,993

 

$

14,342

Tenant improvement allowances

 

 

6,597

 

 

7,690

Inventories

 

 

4,111

 

 

4,050

Stock based compensation

 

 

3,108

 

 

4,179

Stock-based compensation

Other intangibles

 

 

405

 

 

693

Gift card liability

 

 

648

 

 

858

Litigation accrual

 

 

583

 

 

5,299

Other

 

 

846

 

 

47

Total deferred tax assets

 

 

25,291

 

 

37,158

Deferred tax liabilities:

 

 

  

 

 

  

Right-of-use assets
Right-of-use assets
Right-of-use assets
Fixed assets

Intangible assets

 

 

(26,868)

 

 

(41,269)

Fixed assets

 

 

(24,225)

 

 

(23,650)

Other

 

 

(1,416)

 

 

(504)

Total deferred tax liabilities

 

 

(52,509)

 

 

(65,423)

Net deferred tax liabilities

 

$

(27,218)

 

$

(28,265)

The Company generated $1,066 thousand ofutilized no tax-effected state net operating losses in fiscal 2023, and $1.3 million of tax-effected state net operating losses in fiscal 2022. As of December 28, 2023, approximately $0.7 million of tax-effected state net operating losses were available to reduce future income taxes. The state net operating losses expire in various amounts from 2032 to 2037.

beginning in fiscal 2032.

In assessing the realization of deferred tax assets, including net operating losses, management considered 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. Management considers taxable income in prior carryback periods, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income exclusive of reversing temporary differences and carryforwards in making this assessment, and accordingly, has concluded that no valuation allowance is necessary as of December 28, 2017 and2023 or December 29, 2016

2022.

The Company files income tax returns with the U.S. Federal government and various state jurisdictions. Prior tax years beginning in year 20132020 remain open to examination by the Internal Revenue Service. The Internal Revenue Service has completed audits of the Company's federal(“IRS”). Foreign, state, and local income tax returns are generally subject to examination for a period of three to five years after filing of the respective returns.
There was no unrecognized tax benefit activity in fiscal 2023. The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits for fiscal years through 2011. 2022 and 2021:
Fiscal Year Ended
in thousandsDecember 29,
2022
December 30,
2021
Unrecognized tax benefits balance at beginning of fiscal year$1,073 $6,107 
Additions based on tax positions related to the current year— 390 
Reductions due to settlements— (5,424)
Reductions for tax positions of prior years(1,073)— 
Unrecognized tax benefits balance at end of fiscal year$— $1,073 
As of December 28, 2017,2023 and December 29, 2016, and December 31, 2015 the Company had unrecognized tax benefits of $0, $0, and $0 thousand, respectively. The amounts of2022, there were no unrecognized tax benefits that, if recognized, would favorably impactaffect the Company's effective tax rate were $0, $0, and $0 thousand as of December 28, 2017, December 29, 2016, and December 31, 2015, respectively.rate. The Company's policy is to classify interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognized no interest expense.

related to unrecognized tax benefits during fiscal years 2023, 2022, or 2021.

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6.7. Fair Value Measurements

As of December 28, 2023 and December 29, 2022, the Company had certain financial assets and liabilities on its Consolidated Balance Sheets that were required to be measured at fair value on a recurring or non-recurring basis. The Company estimatesestimated fair values in accordance with ASC 820, of financial assets and liabilities such as cash and cash equivalents, receivables, prepaid expenses and other current assets, other assets, accounts payable, and accrued expenses and other current liabilities approximate their respective carrying values as reported within the Consolidated Balance Sheets. Refer to Note 1, “Summary of Significant Accounting Policies” and Note 15, “Acquisitions” for a discussion of the valuation of goodwill and intangible assets, respectively. See Note 10, “Debt” for discussion of the fair value of the Company’s debt.
Recurring Fair Value Measurement. ASC 820 provides a framework for measuringMeasurements
As of December 28, 2023, the contingent earn-out liabilities had an aggregate estimated fair value of $11.1 million, of which $5.9 million is included in accrued expenses and expands disclosures required aboutother current liabilities and $5.2 million is included in other liabilities within the Consolidated Balance Sheets. The Company’s contingent earn-out liabilities are classified as Level 3 within the fair value measurements. ASC 820 defineshierarchy due to the use of unobservable inputs that are significant to their respective valuations. For the fiscal year ended December 28, 2023, $2.6 million was recognized in general and administrative expense within the Consolidated Statements of Operations and Comprehensive Income related to increases in the fair value asof the price that would be received fromcontingent earn-out liabilities. The table below summarizes changes in contingent earn-out liabilities during the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Additionally, ASC 820 defines levels within a hierarchy based upon observable and non-observable inputs.

·

Level 1—Inputs that are quoted prices in active markets for identical assets or liabilities

fiscal year ended December 28, 2023.

in thousands

·

Contingent Earn-out Liabilities
Balance at December 29, 2022

$

Level 2—Inputs other than quoted prices in active markets for assets or liabilities that are either directly or indirectly observable

11,019 
Acquisition (1)2,750 
Fair value adjustments2,609 
Payments(5,241)
Balance at December 28, 2023$11,137 

·

Level 3—Inputs that are non‑observable that reflect the reporting entity’s own assumptions

(1)    During the fiscal year ended December 28, 2023, the Company acquired a seller of commercial surfaces for total consideration of $20.1 million, including $17.4 million of cash and contingent earn-out consideration with an estimated fair value of $2.8 million. The estimated fair value of the contingent earn-out consideration was determined using a discounted cash flow model which included significant unobservable inputs related to projected revenue and gross margin. Payout of the contingent consideration is subject to the acquired company’s achievement of certain annual gross margin and gross profit targets in fiscal years 2023 through 2025. A portion of these earn-out opportunities is payable each year only to the extent the applicable performance targets for that year are met, with a maximum potential payout of $4.0 million requiring that each of the individual annual targets are achieved. Refer to Note 15, “Acquisitions” for additional information.

Assets (Liabilities) Measured at Fair Value

The Company determined the fair value of the portion of the contingent earn-out liabilities related to the fiscal 2021 acquisition of Spartan with assistance from a third-party valuation specialist using a Monte Carlo valuation method with significant unobservable inputs, including the following weighted-average assumptions as of December 28, 2023, and December 29, 2022:
December 28,
2023
December 29,
2022
Discount rate13.0%13.5%
Revenue volatility21.0%18.6%
EBITDA volatility40.0%35.0%
Interest Rate Cap Contracts
The Company has outstanding interest rate cap contracts that were valued primarily using Level 2 inputs based on a Recurring Basis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

December 28,

 

 

 

 

 

 

 

 

 

(in thousands)

 

2017

    

Level 1

    

Level 2

    

Level 3

Designated as hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap (cash flow hedge)

 

$

710

 

$

 

$

710

 

$

Not designated as hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap

 

$

710

 

$

 

$

710

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

December 29,

 

 

 

 

 

 

 

 

 

(in thousands)

    

2016

    

Level 1

    

Level 2

    

Level 3

Interest rate caps (cash flow hedges)

 

$

2,473

 

$

 

$

2,473

 

$

Our derivativedata readily observable in public markets. The Company's interest rate cap contracts arewere negotiated with counterparties without going through a public exchange. Accordingly, ourthe Company's fair value assessments givefor these derivative contracts gave consideration to the risk of counterparty default (asas well as ourthe Company's own credit risk). Our interest rate derivatives consistrisk. As of December 28, 2023 and December 29, 2022, the total fair value of the Company's interest rate cap contracts was approximately $1.8 million and $5.9 million, respectively, which are valued primarily basedpresented as a component of accumulated other comprehensive income (“AOCI”) within stockholders’ equity on data readily observablethe Consolidated Balance Sheets net of tax of $0.4 million and $1.4 million, respectively.

Non-recurring Fair Value Measurements
Except for the acquisition-related fair value measurements described in public markets.

7.Note 15, “Acquisitions,” there were no assets or liabilities as of December 28, 2023 or December 29, 2022 that resulted from fair value measurements made on a non-recurring basis.

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8. Derivatives and Risk Management

Changes in interest rates impact our results of operations. In an effort to manage our exposure to this risk, we enter into derivative contracts and may adjust our derivative portfolio as market conditions change.

Designated as Cash Flow Hedge

For derivative contracts designated as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of Accumulated Other Comprehensive Income (“AOCI”) and reclassified into earnings in the same period in which the hedged transaction affects earnings. The effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent the change in the fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is immediately recognized in earnings.

Not Designated as Accounting Hedge

During fiscal 2017, we de-designated one of our interest rate cap derivative contracts as an accounting hedge, as such, the change in the fair value is reflected through earnings. These changes in fair value are mark-to-market adjustments ("MTM adjustments"). MTM adjustments are defined as fair value changes recorded in periods other than the settlement period. The change in fair value of our derivative not designated as a hedge resulted in $154 thousand recorded directly as an increase to interest expense.

86


Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period. The AOCI related to the interest rate cap prior to the de-designation is being amortized over the remaining maturity period.

Derivative Position as of December 28, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

 

AOCI, Net

(in thousands)

    

Notional Balance

    

Date

    

Assets

    

of Tax

Designated as hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap (cash flow hedge)

 

$

102,500

 

U.S. dollars

 

December 2021

 

$

710

 

$

(133)

Not designated as hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap

 

$

102,500

 

U.S. dollars

 

December 2021

 

$

710

 

$

(72)

Derivative Position as of December 29, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

 

AOCI, Net

(in thousands)

    

Notional Balance

    

Date

    

Assets

 

of Tax

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

    

$

176

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 —

 

$

 —

Designated Hedge Gain (Losses)

Gains (losses) related to our designated hedge contracts are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

Other Comprehensive Income (Loss)

 

 

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

December 28,

 

December 29,

 

December 31,

(in thousands)

    

2017

    

2016

    

2015

    

2017

    

2016

    

2015

Interest rate cap (cash flow hedge)

 

$

 —

 

$

 

$

 

$

(381)

 

$

176

 

$

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

100

 

$

43

Interest Rate Risk

Our

The Company’s exposure to market risk from adverse changes in interest rates is primarily associated with our long termits long-term debt obligations, which carry variable interest rates. Market risk associated with ourthe Company’s variable interest rate long-term debt relates to the potential negative impact to future earnings and cash flows from an increase in interest rates.
In an effort to manage exposure to the risk associated with variable interest rate long term debt, relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates.

In an effort to manage our exposure to the risk associated with our variable interest rate long term debt, weCompany periodically enterenters into interest rate derivative contracts. We designateThese interest rate derivative contracts are used to convert the interest rate exposure on a portion of ourthe Company’s debt portfolio from a floating rate to a capped rate and are designated as cash flow hedges.

Derivative Position as of December 28, 2023:
in thousandsNotional BalanceFinal Maturity
Date
Other Current AssetsOther
Assets
AOCI, Net
of Tax
Designated as cash flow hedges:
Interest rate cap$75,000 U.S. dollarsApril 2024$909 $— $(711)
Interest rate cap$75,000 U.S. dollarsApril 2024$910 $— $(711)
Derivative Position as of December 29, 2022:
in thousandsNotional BalanceFinal Maturity
Date
Other Current AssetsOther
Assets
AOCI, Net
of Tax
Designated as cash flow hedges:
Interest rate cap$75,000 U.S. dollarsApril 2024$2,275 $654 $(2,166)
Interest rate cap$75,000 U.S. dollarsApril 2024$2,278 $656 $(2,171)
Designated Hedge Gains
Gains related to designated hedge contracts are as follows:
Effective Portion Reclassified
From AOCI to Earnings
Effective Portion Recognized in
Other Comprehensive Income
Fiscal Year EndedFiscal Year Ended
in thousandsDecember 28,
2023
December 29,
2022
December 30,
2021
December 28,
2023
December 29,
2022
December 30,
2021
Interest rate caps (cash flow hedges)$5,069 $914 $— $2,154 $4,716 $371 
Credit Risk

To manage credit risk associated with ourthe Company’s interest rate hedging program, we selecthedges, the Company selects counterparties based on their credit ratings and limit ourlimits exposure to any one counterparty.

The counterparties to ourthe Company’s derivative contracts are financial institutions with investment grade credit ratings. To manage our credit risk related to ourits derivative financial instruments, wethe Company periodically monitormonitors the credit risk of ourits counterparties, limit ourlimits its exposure in the aggregate and to any single counterparty, and adjust ourits hedging position,positions, as appropriate. The impact of credit risk, as well as the ability of each party to fulfill its obligations under ourthe derivative financial instruments, is considered in determining the fair value of the contracts. Credit risk has not had a significant effect on the fair value of ourthe Company’s derivative contracts. WeThe Company’s derivative financial instruments do not have any credit risk‑relatedrisk-related contingent features or collateral requirements with our derivative financial instruments.

requirements.

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8.9. Commitments and Contingencies

Lease Commitments

The Company accounts for leases its corporate office, retail locations and distribution centers under long‑termin accordance with ASC 842. The majority of the Company’s long-term operating lease agreements thatare for its retail locations, distribution centers, and corporate office, which expire in various years through 2032.2049. Most of these agreements are retail leases wherein both the land and building are leased. The Company also has ground leases in which only the land is leased. The initial lease terms for the Company's retail locations, distribution centers, and corporate office typically range from 10-20 years. The majority of the Company’s leases also include options to extend, which are factored into the recognition of their respective assets and liabilities when appropriate based on management’s assessment of the probability that the options will be exercised. Lease payments used in measurement of the lease liability typically do not include executory costs, such as taxes, insurance, and maintenance, unless those costs can be reasonably estimated at lease commencement. Additionally, certain equipment is leased under short‑term operating leases.

one building lease contains variable lease payments, which are determined based on a percentage of retail sales over a contractual level, and the Company subleases real estate within one of its distribution centers to a third party. Certain of the lease agreements include escalating rents over the lease terms. The Company expensesterms, which, under ASC 842, results in rent being expensed on a straight‑linestraight-line basis over the life of the lease whichthat commences on the date the Company has the right to control the property. The cumulative expense recognizedCompany’s lease agreements do not contain any residual value guarantees or restrictive covenants that would reasonably be expected to have a material impact on the business.

When readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of the Company’s leases do not provide a readily determinable implicit rate. If the rate implicit in the lease is not readily determinable, the Company uses a third party to assist in the determination of a secured incremental borrowing rate, determined on a straight‑linecollateralized basis, in excessto discount lease payments based on information available at lease commencement. The secured incremental borrowing rate is estimated based on yields obtained from Bloomberg for U.S. consumers with a BB credit rating and is adjusted for collateralization as well as inflation. As of December 28, 2023 and December 29, 2022, the Company’s weighted average discount rate was 5.7% and 5.4%, respectively. As of both December 28, 2023 and December 29, 2022, the weighted average remaining lease term of the cumulative payments is included in deferred rent inCompany’s leases was approximately 12 years.
Lease Costs
The table below presents components of lease expense for operating leases.
Fiscal Year Ended
in thousandsClassificationDecember 28,
2023
December 29,
2022
December 30,
2021
Fixed operating lease cost:Selling and store operating$157,106 $139,603 $123,882 
Cost of sales24,058 25,465 24,170 
Pre-opening15,171 9,971 10,127 
General and administrative4,161 4,622 4,359 
Total fixed operating lease cost$200,496 $179,661 $162,538 
Variable lease cost (1):
Selling and store operating$57,527 $49,605 $42,093 
Cost of sales4,009 3,894 5,506 
Pre-opening976 666 274 
General and administrative1,420 787 310 
Total variable lease cost$63,932 $54,952 $48,183 
Sublease incomeCost of sales(2,722)(2,722)(2,694)
Total operating lease cost (2)
$261,706 $231,891 $208,027 
(1)Includes variable costs for common area maintenance, property taxes, and insurance on leased real estate.
(2)Excludes short-term lease costs, which were immaterial for the accompanying Consolidated Balance Sheets. fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021.
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Undiscounted Cash Flows
Future minimum lease payments under non‑cancelablenon-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 28, 2017, are:

2023 were as follows:

 

 

 

 

(in thousands)

    

Amount

2018

 

$

79,872

2019

 

 

85,279

2020

 

 

83,048

2021

 

 

79,041

2022

 

 

74,052

Thereafter

 

 

389,344

Total minimum lease payments

 

$

790,636

Lease expense

in thousandsAmount
2024$201,830 
2025202,451 
2026189,438 
2027179,514 
2028159,645 
Thereafter1,134,470 
Total minimum lease payments (1) (2)
2,067,348 
Less: amount of lease payments representing interest639,166 
Present value of future minimum lease payments1,428,182 
Less: current obligations under leases126,428 
Long-term lease obligations$1,301,754 
(1)Future lease payments exclude approximately $514.0 million of legally binding minimum lease payments for operating leases signed but not yet commenced.
(2)Operating lease payments include $246.7 million related to options to extend lease terms that are reasonably certain of being exercised.
For the fiscal years ended December 28, 2017,2023, December 29, 2016,2022, and December 30, 2021, cash paid for amounts included in the measurement of operating lease liabilities was $194.0 million, $178.0 million, and $157.9 million, respectively.
Litigation
On November 15, 2021, the Company was added as a defendant in a wrongful death lawsuit, Nguyen v. Inspections Now, Inc., No. 21-DCV-287142, pending in the 434th Judicial District Court of Fort Bend County, Texas. Inspections Now, Inc.; Bestview International Company; and Bestview (Fuzhou) Import & Export Co. LTD are also named as defendants in the case. Plaintiff’s petition alleges that “wood paneling” allegedly purchased from the Company was installed in the vicinity of plaintiff’s fireplace and caught fire while the fireplace was lit. The fire consumed plaintiff’s home and resulted in injuries to plaintiff and another occupant and the death of plaintiff’s three children and mother. Plaintiff alleges product defect and failure to warn claims against the Company; product defect, failure to warn, and strict liability claims against the Bestview entities; and negligent inspection claims against Inspections Now. Plaintiff’s petition seeks damages in excess of $1.0 million for property damage, personal injury, and wrongful death. The petition also seeks exemplary damages. Plaintiff’s ex-husband, brother, and the additional occupant have since intervened as plaintiffs in the lawsuit. Intervenors allege the same claims against the Company, Inspections Now, and the Bestview entities and collectively seek damages in excess of $11.0 million for property damage, personal injury (as to the other occupant), wrongful death, and exemplary damages. The Company has answered all petitions, denying the allegations, and is seeking dismissal of the lawsuit in favor of a first-filed lawsuit against other defendants (but arising from the same fire) pending in Harris County, Texas. The trial court denied the Company’s motion seeking dismissal on February 23, 2023, and on August 29, 2023, the Court of Appeals for the First Judicial District of Texas (in No. 01-23-00225-CV) denied the Company’s petition for a writ of mandamus challenging the trial court’s ruling. On October 10, 2023, the Company filed a petition seeking mandamus relief from the trial court’s ruling in the Supreme Court of Texas, No. 23-0845. That petition remains pending.
On June 18, 2020, an alleged stockholder filed a putative derivative complaint, Lincolnshire Police Pension Fund v. Taylor, et al., No. 2020-0487-JTL, in the Delaware Court of Chancery, purportedly on behalf of the Company against certain of the Company’s officers, directors, and stockholders. An amended complaint was filed on September 14, 2022. The Company along with the other defendants filed a motion to dismiss on October 31, 2015, was approximately $71,524 thousand, $53,899 thousand,2022. The plaintiffs then filed a second amended complaint on December 22, 2022. On February 6, 2023, the Company, along with the other defendants, filed a motion to dismiss the operative complaint. On December 5, 2023, the Court denied the defendants’ motion to dismiss, and $41,756 thousand, respectively.

the case has proceeded to discovery. The complaint alleges breaches of fiduciary duties and unjust enrichment. The factual allegations underlying these claims are similar to the factual allegations made in the previously dismissed In re Floor & Decor Holdings, Inc. Securities Litigation,

as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The complaint seeks unspecified damages and restitution for the Company from the individual defendants and the payment of costs and attorneys’ fees.

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The Company maintains insurance that may cover any liability arising out of the above-referenced litigation up to the policy limits and subject to meeting certain deductibles and to other terms and conditions thereof. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or a range of possible losses resulting from the above-referenced litigation.
The Company is also subject to various other various legal actions, claims, and proceedings arising in the ordinary course of business, includingwhich may include claims related to breach of contracts, products liabilities,general liability, workers’ compensation, product liability, intellectual property, matters and employment relatedemployment-related matters resulting from its business activities. As with most actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. These various other ordinary course proceedings are not expected to have a material impact on the Company’s Consolidated Financial Statements.

During fiscal 2017, F&D received final approval for a classwideCompany's consolidated financial position, cash flows, or results of operations, however regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement to resolve a class action lawsuit related to certain labelingcosts, diversion of F&D’s products. The final amounts paid did not materially differ from our estimated losses previously accrued.

9.management resources, and other factors.

10. Debt

The following table summarizes our long‑termthe Company's long-term debt as of December 28, 20172023 and December 29, 2016 (dollars2022:
in thousandsMaturity DateInterest Rate Per Annum at December 28,
2023 (1)
December 28,
2023
December 29,
2022
Credit Facilities:
Term Loan FacilityFebruary 14, 20277.35%Variable$202,396 $204,499 
Asset-based Loan Facility (“ABL Facility”)August 4, 20276.61%Variable— 210,200 
Total secured debt at par value202,396 414,699 
Less: current maturities2,103 2,103 
Long-term debt maturities200,293 412,596 
Less: unamortized discount and debt issuance costs5,354 7,045 
Total long-term debt$194,939 $405,551 
(1)The applicable interest rate for the Term Loan Facility as presented herein does not include the effect of interest rate cap agreements, which caps the applicable interest rate for $150.0 million of the Term Loan Facility at less than 1.68%.
The following table summarizes scheduled maturities of the Company’s debt as of December 28, 2023:
in thousandsAmount
2024$2,103 
20252,103 
20262,629 
2027195,561 
Total minimum debt payments$202,396 
Components of interest expense are as follows for the periods presented:
Fiscal Year Ended
in thousandsDecember 28,
2023
December 29,
2022
December 30,
2021
Total interest costs, net of interest income (1)$16,905 $14,942 $7,657 
Less: interest capitalized7,008 3,804 2,733 
Interest expense, net$9,897 $11,138 $4,924 
(1)Total interest costs, net of interest income includes interest income related to the Company’s interest rate cap agreements totaling $5.1 million during fiscal 2023 and $0.9 million during fiscal 2022, respectively. No interest income was recognized related to the Company’s interest cap agreements in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Per

 

 

 

 

 

 

 

 

 

 

Annum at

 

 

 

 

 

 

 

 

Maturity

 

December 28,

 

December 28,

 

December 29,

 

 

Date

 

2017

 

2017

 

2016

Credit Facilities:

    

  

    

  

    

  

    

 

  

    

 

  

Wells Facility Term Loan A

 

September 30, 2023

 

4.64

%  

Variable

 

$

152,500

 

$

350,000

Wells Facility Revolving Line of Credit

 

September 30, 2021

 

2.92

%  

Variable

 

 

41,000

 

 

50,000

Total secured debt

 

  

 

  

 

  

 

 

193,500

 

 

400,000

Less: current maturities

 

  

 

  

 

  

 

 

3,500

 

 

3,500

Long-term debt maturities

 

  

 

  

 

  

 

 

190,000

 

 

396,500

Less: unamortized discount and debt issuance costs

 

  

 

  

 

  

 

 

4,438

 

 

9,257

Total long-term debt

 

  

 

  

 

  

 

$

185,562

 

$

387,243

88


fiscal 2021. Refer to Note 8, “Derivatives and Risk Management” for additional details related to the Company’s interest rate cap agreements.

67

Table of Contents

RepaymentTerm Loan Facility

The Term Loan Facility bears interest at a rate equal to either (a) a base rate determined by reference to the highest of Debt with Proceeds from Initial Public Offering

On May 2, 2017,(1) the “Prime Rate,” (2) the U.S. federal funds rate plus 0.5% and (3) one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.0%, or (b) Adjusted Term SOFR, plus, in each case, the applicable margin (each term as defined in the Term Loan Facility credit agreement). The applicable margin base rate loans will be between 1.00% and 1.25%, and the applicable margin for SOFR loans will be between 2.00% and 2.25% (subject to a floor of 0.00%), in each case, if the Company completed its IPO, pursuant to which it sold an aggregate of 10,147,025 shares of Class A common stock, par value $0.001 per share (after giving effect to the underwriters’ exercise in full of their option to purchase additional shares) at a price of $21.00 per share. The Company received aggregate net proceeds of approximately $192.0 million after deducting underwriting discounts and commissions and other offering expenses.

The Company used net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstandingexceeds certain leverage ratio tests.

All obligations under the Term Loan Facility including accruedare secured by (1) a first-priority security interest in substantially all of the property and unpaid interest. The partial paydown resulted inassets of Outlets and the other guarantors under the Term Loan Facility, with certain exceptions, and (2) a loss on extinguishment of debtsecond-priority security interest in the amount of approximately $5.4 million related to unamortized original issue discount and unamortized deferred debt issuance costs.

Dividend

On September 30, 2016, the board of directors declared the Special Dividend and authorized the Option Payments. Payment of the Special Dividend and the Option Payments was made on September 30, 2016 to all shareholders and option holders of record at the close of business on September 30, 2016. In connection with the dividend, the Company refinanced its existing indebtedness by amending the prior asset-based revolving credit facility with an amended and restated $200.0 million asset-based revolving credit facility maturing on September 30, 2021 (the “ABL Facility”), entering into a $350.0 million senior secured term loan facility maturing on September 30, 2023 (the “Term Loan Facility” and together withcollateral securing the ABL Facility.

ABL Facility our “Credit Facilities”) and repaying and terminating the prior term loan facility and the prior senior secured term loan facility with GCI Capital Markets LLC (the “GCI Facility”). As a result of the refinancing, the Company recorded $162 thousand of loss on extinguishment of debt related to unamortized deferred debt issuance cost for the Company’s prior asset-based revolving credit facility, as well as recorded $1,319 thousand of loss on extinguishment of debt related to unamortized original issue discount and unamortized deferred debt issuance cost for the prior term loan facility and GCI Facility. In addition, the Company recorded $10,347 thousand of original issue discount and deferred debt issuance cost related to new third‑party fees associated with the refinancing.

Term Loan Facility

As of December 28, 2017,2023, the Term Loan Facility had an outstanding balance of $152.5 million and requires quarterly repayments of $875 thousand, which commenced on December 31, 2016, with the remainder due and payable at maturity.

As of December 28, 2017, the Term Loan Facility bore interest based on one of the following rates, at the Company’s option:

i)Adjusted LIBO Rate plus a margin of 2.75%

ii)Base Rate plus a margin of 1.75%. Base Rate defined as the greater of the following:

(a)the base rate in effect on such day,

(b)the federal funds rate plus 0.50%,

(c)the adjusted LIBO rate for the interest period of one month plus a margin of 1.00%

ABL Facility

As of December 28, 2017, theCompany's ABL Facility had a maximum availability of $200.0$800.0 million with actual available borrowings limited to the sum, at the time of calculation, of (a) eligible credit card receivables multiplied by the credit card advance rate, plus (b) the cost of eligible inventory, net of inventory reserves, multiplied by the product ofapplicable appraisal percentage, multiplied by the appraised value of eligible inventory, plus (c) 85% of eligible net trade receivables, plus (d) all eligible cash on hand, plus (e) 100% of the amount for which the eligible letter of credit must be honored after giving effect to any draws, minus certain Availability Reserves (each component as defined in the credit agreement governing the ABL Facility.Facility). The ABL Facility is available for issuance of letters of credit and contains $30.0a sublimit of $50.0 million for standby letters of credit and commercial letters of credit.credit combined. Available borrowings under the facility are reduced by the face amount of outstanding letters of credit. The Company’s ABL Facility allows for the Company, under certain circumstances, to increase the size of the facility by an additional amount up to $200.0 million.

All obligations under the ABL Facility are secured by (1) a first-priority security interest in the cash and cash equivalents, accounts receivable, inventory, and related assets of Outlets and the other guarantors under the ABL Facility, with certain exceptions, and (2) a second-priority security interest in substantially all of the other property and assets of Outlets and the other guarantors under the Term Loan Facility.
As of December 28, 2017, the borrowings bear interest at a floating rate, which is based on one of the following rates at the option of the Company:

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i)LIBO Rate plus a margin percentage ranging from 1.25% to 1.50% based on the level of borrowings or

ii)Base Rate plus a margin (ranging from 0.25% to 0.50% based on the level of borrowings). The Base Rate is defined as the highest of the following:

(a)the federal funds rate plus 0.50%,

(b)Adjusted LIBO Rate plus 1.00%, or

(c)the lender’s prime rate

As of December 28, 2017, the Company had2023, net availability under the ABL Facility of $146,154 thousand, including outstandingwas $718.4 million as reduced by letters of credit of $12,846 thousand.

The following table summarizes scheduled maturities of our debt, including current maturities, as of December 28, 2017 (in thousands):

$35.3 million.

 

 

 

 

 

    

Amount

2018

 

$

3,500

2019

 

 

3,500

2020

 

 

4,375

2021

 

 

43,625

2022

 

 

3,500

Thereafter

 

 

135,000

Total minimum debt payments

 

$

193,500

Covenants

Covenants

The credit agreements governing our Credit Facilitiesthe Term Loan Facility and ABL Facility contain customary restrictive covenants, that,which, among other things and with certain exceptions, limit the Company’s ability of the Company to (i) incur additional indebtedness and liens in connection therewith;with such indebtedness, (ii) pay dividends and make certain other restricted payments;payments, (iii) effect mergers or consolidations;consolidations, (iv) enter into transactions with affiliates;affiliates, (v) sell or dispose of property or assets, and (vi) engage in unrelated lines of business. In addition, these credit agreements subject usthe Company to certain reporting obligations and require that wethe Company satisfy certain financial covenants, including, among other things:

things, a requirement that if borrowings under the ABL Facility exceed 90% of availability, wethe Company will maintain a certain fixed charge coverage ratio (defined as consolidatedConsolidated EBITDA less non‑financednon-financed capital expenditures and income taxes paid to consolidated fixed charges, in each case as more fully defined in the credit agreement governing the ABL Facility).

The Term Loan Facility has no financial maintenance covenants. As of December 28, 2017, we wereThe Company is currently in compliance with all covenants under the covenants of the Credit Facilities.

credit agreements.

Deferred Debt Issuance CostCosts and Original Issue Discount

Discounts

Deferred debt issuance costcosts related to ourthe ABL Facility and our prior asset-based revolving credit facility of $1,005 thousand and $1,274 thousandwere approximately $1.7 million as of December 28, 20172023 and $2.2 million as of December 29, 2016, respectively,2022 and are included in Otherother assets on ourthe Consolidated Balance Sheets. Deferred debt issuance costcosts and original issue discounts related to the Term Loan Facility were $5.4 million as of December 28, 2023 and $7.0 million as of December 29, 2022 and are included in term loan on the Consolidated Balance Sheets. For the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021, deferred debt issuance and original issue discount related to our Term Loan Facility of $4,438 thousand as of December 28, 2017amortization expense was $2.2 million, $2.0 million, and $9,257 thousand as of December 29, 2016 are$1.9 million, respectively, and is included in Term loansinterest expense, net on ourthe Company’s Consolidated Balance Sheets. Amortization expense was $1,205 thousand, $954 thousand,Statements of Operations and $692 thousand for the years ended December 28, 2017, December 29, 2016, and December 31, 2015.

Comprehensive Income.

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Table of Contents
Fair Value of Debt

Market risk associated with our fixed and variable rate long‑termthe Company’s long-term debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt wasis based primarily

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Table on the Company’s estimates of Contents

on discounted cash flows utilizing estimated interest rates, maturities, credit risk, and underlying collateralcollateral. The estimated fair values and classifications within the fair value hierarchy of the Term Loan Facility and the ABL Facility were as follows as of December 28, 2023 and December 29, 2022:

in thousandsFair Value Hierarchy ClassificationDecember 28,
2023
December 29,
2022
Term Loan FacilityLevel 3$201,637 $196,575 
ABL FacilityLevel 2— 210,200 
Total$201,637 $406,775 
The Term Loan Facility fair value is classified primarily as Level 3 within the fair value hierarchy. At December 28, 2017hierarchy due to the use of unobservable inputs significant to the valuation, including indicative pricing from counterparties and December 29, 2016, the fair valuesdiscounted cash flow methods. The carrying amount of the Company’s debtborrowings under the ABL Facility approximates fair value as the ABL Facility variable interest rates are as follows (in thousands):

based on prevailing market rates, which are a Level 2 input.

 

 

 

 

 

 

 

 

    

December 28,

    

December 29,

(in thousands)

 

2017

 

2016

Total debt at par value

 

$

193,500

 

$

400,000

Less: unamortized discount and debt issuance costs

 

 

4,438

 

 

9,257

Net carrying amount

 

$

189,062

 

$

390,743

Fair value

 

$

193,881

 

$

400,000

10. Stockholder’s

11. Stockholders’ Equity

Common Stock

The Company has three classes of common stock: Class A, Class B, and Class C. The holders of Class A common stock, Class B common stock, and Class C common stock are entitled to share equally, on a per share basis, in dividends or other distributions. Class A common stockholders are entitled to one vote per share held. Class B and Class C common stockholders have no voting rights, except as otherwise provided by law. In the event of the voluntary liquidation or dissolution of the Company, each class of stock will share equally, on a per share basis, in all the assets of the Company that are available for distribution to stockholders. A shareholders agreement restricts the terms and conditions under which the shares held by the parties to the shareholders agreement may be sold or transferred.

Conversion Features

On May 2, 2017, all of the Class B common stock outstanding shares, upon completion of our initial public offering, were converted to Class A common stock.

Shares of Class C common stock may be converted, upon the election of holders of such shares of Class C common stock, into the same number of shares of Class A common stock under certain circumstances as provided in the Company’s certificate of incorporation.

On July 26, 2017, all of the Class C common stock outstanding shares, upon the election of holders of such shares of Class C common stock, were converted to Class A common stock.

Stock Incentive Plans

On January 13, 2011, the Company adopted the 2011 Stock Option Plan (as amended, restated, supplemented or otherwise modified from time to time, the “2011 Plan”) to provide for the grant of stock options to employees (including officers), consultants and non‑employeenon-employee directors of the Company and its subsidiaries. Pursuant to the terms of the 2011 Plan, the Company was authorized to grant options for the purchase of up to 12,520,407 shares as of December 29, 2016 and 10,780,970 shares as of December 31, 2015. As of December 29, 2016 and December 31, 2015, there were 179,575 and 104,269 optionsshares available for grant pursuant to awards under the 2011 Plan, respectively.

We The Company ceased granting awards under the 2011 Plan upon the implementation of the 2017 Plan described below.

(as defined below).

On April 13, 2017, the board of directors approved the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “2017 Plan”), which was subsequently approved by the Company’s stockholders. The 2017 Plan authorizes the Company to grant equity awards, including options, and restricted stock units, restricted stock awards, and other stock-based awards to eligible employees (including(including officers), consultants, and non-employee directors up to an aggregate of 5,000,000 shares of Class A common stock.In connection with the IPO,
On May 10, 2023, the Company grantedamended the 2017 Plan to authorize the Company to grant equity awards, including options, restricted stock units, restricted stock awards, and other stock-based awards to purchaseeligible employees (including officers), consultants, and non-employee directors up to an aggregate of 1,254,4659,000,000 shares of our Class A common stock to certain of our eligible employees and 15,475 shares of restricted stock to certain of our non-employee directors, in each case pursuant to the 2017 Plan and based on the public offering price of $21.00 per share.stock. As of December 28, 20172023 and December 29, 2022, there were 3,690,255 options5,187,323 and 1,745,649 shares available for grant pursuant to awards under the 2017 Plan.

Plan, respectively.

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Stock-based Compensation

Table of Contents

Secondary Offerings

On July 25, 2017, certain of the Company’s stockholders completed a secondary public offering (the “July Secondary Offering”) of an aggregate of 10,718,550 shares of common stock at a price to the public of $40.00 per share. The Company did not sell any shares in the July Secondary Offering and did not receive any proceeds from the sales of shares by the selling stockholders.

On November 16, 2017, certain of the Company’s stockholders completed a secondary public offering (the “November Secondary Offering”) of an aggregate of 7,475,000 shares of common stock at a price to the public of $36.00 per share. The Company did not sell any shares in the November Secondary Offering and did not receive any proceeds from the sales of shares by the selling stockholders.

Stock Options

The Company accounts for stock‑based compensation pursuant toIn accordance with ASC 718, Compensation – Stock Compensation, which requires measurement ofthe Company measures compensation cost for all stockstock-based awards at fair value on the date of grant and recognition ofrecognizes compensation expense, net of forfeitures, using the straight-line method over the requisite service period forof awards expected to vest.

vest, which for each of the awards is the service vesting period.

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Table of Contents
The table below presents components of stock-based compensation expense within the Company’s Consolidated Statements of Operations and Comprehensive Income:
Fiscal Year Ended
in thousandsDecember 28,
2023
December 29,
2022
December 30,
2021
General and administrative$25,095 $21,665 $20,528 
Selling and store operating2,145 568 — 
Total stock-based compensation expense$27,240 $22,233 $20,528 
Stock Options
Stock options are granted with an exercise price estimated to be greater than or equal to the fair market valueclosing price of the Company’s Class A common stock on the date of grant.grant, as authorized by the Company’s board of directors or compensation committee. Options granted have contractual terms of ten years and vesting provisions ranging from threeone year to five years, and contractual terms of ten years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. All
No stock options were granted atduring fiscal years 2023 or above estimated fair market value as authorized by the Company’s board of directors.

The fair value of2022. During fiscal year 2021, stock option awards granted wasaward grant date fair values were estimated using the Black‑ScholesBlack-Scholes-Merton option pricing model with the following weighted‑averageweighted-average assumptions:

 

 

 

 

 

 

 

    

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

 

 

2017

 

2016

 

2015

 

Fiscal Year Ended December 30,
2021
Fiscal Year Ended December 30,
2021
Weighted average fair value per stock optionWeighted average fair value per stock option$41.75

Risk-free interest rate

 

2.06

%  

1.43

%  

1.93

%

Risk-free interest rate0.80%

Expected volatility

 

39

%  

40

%  

49

%

Expected volatility48%

Expected life (in years)

 

6.50

 

6.50

 

6.92

 

Expected life (in years)5.40

Dividend yield

 

 —

%  

 —

%  

 —

%  

Dividend yield—%

The Company estimatesdetermines the volatilitygrant date fair value of stock options with assistance from a third-party valuation specialist. The risk-free interest rate is based on the term structure of interest rates at the time of the share priceoption grant and is determined using the risk-free interest rate on the yield of its common stock by consideringa zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Expected volatility is estimated based on the historical volatility of the Company’s Class A common stock since its initial public offering in 2017 as well as the historical volatility of the common stock of similar public entities. InThe Company considers various factors in determining the appropriateness of the public entities includedused in thedetermining expected volatility, assumption the Company considered a number of factors, including the entity’sentity's life cycle stage, industry, growth profile, size, financial leverage, and products offered.

To determine the expected life of the options granted, the Company relies upon a combination of the observed exercise behavior of prior grants with similar characteristics and the contractual terms and vesting schedules of the current grants. The Company estimates the dividend yield to be zero as it does not intend to pay dividends during the respective lives of the options.

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Table of Contents

The table below summarizes the changes in all stock optionsoption activity for the following periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

    

 

 

    

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

Average Fair

 

 

 

 

Weighted

 

Options

 

Average

 

Value/Share of

 

 

 

 

Average

 

Exercisable

 

Exercise Price

 

Options

 

 

 

 

Exercise

 

at End

 

of Exercisable

 

Granted During

 

 

Options

 

Price

 

of Year

 

Options

 

the Year

Outstanding at, December 27, 2014

 

9,524,266

 

$

4.40

 

4,608,462

 

$

3.85

 

$

 —

Granted

 

1,378,355

 

 

8.07

 

 —

 

 

 —

 

 

4.12

Exercised

 

(5,149)

 

 

7.69

 

 —

 

 

 —

 

 

 —

Forfeited or expired

 

(437,353)

 

 

7.16

 

 —

 

 

 —

 

 

 —

Outstanding at December 31, 2015

 

10,460,119

 

 

4.77

 

6,656,524

 

 

4.00

 

 

 —

Granted

 

2,025,535

 

 

9.94

 

 —

 

 

 —

 

 

4.13

Exercised

 

(145,140)

 

 

3.48

 

 —

 

 

 —

 

 

 —

Forfeited or expired

 

(361,403)

 

 

6.65

 

 —

 

 

 —

 

 

 —

Outstanding at December 29, 2016

 

11,979,111

 

 

5.34

 

8,151,056

 

 

4.20

 

 

 —

Granted

 

1,339,668

 

 

21.68

 

 —

 

 

 —

 

 

9.20

Exercised

 

(1,828,339)

 

 

4.85

 

 —

 

 

 —

 

 

 —

Forfeited or expired

 

(236,354)

 

 

9.17

 

 —

 

 

 —

 

 

 —

Outstanding at December 28, 2017

 

11,254,086

 

 

7.28

 

7,448,532

 

 

4.52

 

 

 —

The intrinsic value for stock options is defined as the difference between the exercise price and the value of the Company’s common stock (on a minority, non‑marketable basis). The per share value of the Company’s common stock as offiscal year ended December 28, 2017, was $49.59. 2023:

OptionsWeighted
Average
Exercise
Price
Weighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 30, 20222,101,559 $27.10 
Exercised(491,056)$22.32 
Forfeited or expired(3,162)$56.55 
Outstanding at December 28, 20231,607,341 $28.51 3.9$137,326 
Vested and exercisable at December 28, 20231,521,654 $26.11 3.8$133,569 
The intrinsicfair value of stock options exercised was $62,508 thousand and $942 thousand forvested during the fiscal years ended December 28, 20172023, December 29, 2022, and December 29, 2016,30, 2021 was $3.0 million, $7.9 million, and $8.8 million, respectively. The aggregate intrinsic value of stock options outstanding as ofexercised was $37.9 million, $20.4 million, and $126.6 million for the fiscal years ended December 28, 2017, was $476,162 thousand with a weighted‑average remaining contractual life2023, December 29, 2022, and December 30, 2021, respectively.
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Table of 5.7 years. The aggregate intrinsic value of stock options exercisable as of December 28, 2017, was $335,737 thousand with a weighted‑average remaining contractual life of 4.3 years. Contents
The Company’s total unrecognized compensation cost related to stock options as of December 28, 2017,2023 and December 29, 2022 was $19,105 thousand, which$1.0 million and $3.3 million, respectively. The unrecognized compensation cost remaining as of December 28, 2023 is expected to be recognized over a weighted average period of 3.80.9 years.

Restricted Stock

During fiscal 2017, we granted 15,475 shares of Units

The Company periodically grants restricted stock units (“RSUs”) that represent an unfunded, unsecured right to receive a share of the Company’s Class A common stock upon vesting. During the fiscal year ended December 28, 2023, the Company granted RSUs to certain employees, executive officers, and non-employee directors comprised of our non-employee directors.service-based RSUs, performance-based RSUs, and total shareholder return (“TSR”) awards. Service-based RSUs vest based on the grantee’s continued service through the vesting date. The aggregateperformance-based RSUs cliff vest based on (i) the Company's achievement of predetermined financial metrics at the end of a three-year performance period and (ii) the grantee’s continued service through the vesting date. Depending on the performance-based RSU grant and the extent to which the relevant performance goals are achieved, the number of common shares earned upon vesting may range from either 0% to 150% or 0% to 200% of the award granted. The TSR awards cliff vest based on (i) the Company's relative TSR compared to a specified peer group and (ii) the grantee's continued service through the vesting date. The number of common shares earned upon vesting of the TSR awards may range from 0% to 150% of the TSR awards granted with no vesting above the target awards amount if the Company’s three-year absolute TSR is negative. The Company assesses the probability of achieving all performance goals on a quarterly basis. The service periods for RSUs granted during the period varies by grantee and ranges between approximately two to four years from the grant date.
The following table summarizes restricted stock unit activity during the fiscal year ended December 28, 2023:
Restricted Stock Units
Service-basedPerformance-basedTotal shareholder return
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Unvested at December 30, 2022408,829 $88.85 36,117 $95.62 — $— 
Granted378,839 $90.60 188,543 $90.38 58,854 $104.67 
Vested(150,897)$86.96 — $— — $— 
Forfeited(28,631)$88.92 (36,117)$95.62 — $— 
Unvested at December 28, 2023608,140 $90.40 188,543 $90.38 58,854 $104.67 
The grant-date fair value of restrictedservice-based RSUs and performance-based RSUs is based on the closing market price of the Company’s Class A common stock outstanding ason the date of December 28, 2017, was $767 thousand. Asgrant. The grant-date fair value of December 28, 2017, there were 15,475 shares of restricted stock outstanding. TSR awards is estimated using a Monte Carlo valuation method, which included the following assumptions for TSR awards granted during the period:
Fiscal Year Ended December 28,
2023
Expected term (in years)2.8
Risk-free interest rate4.5 %
Expected volatility49.5 %
Dividend yield— %
The Company’s total unrecognized compensation cost related to restricted stock units as of December 28, 2017,2023 and December 29, 2022 was $270 thousand, which$42.8 million and $26.0 million, respectively. The unrecognized compensation cost remaining as of December 28, 2023 is expected to be recognized over a weighted average period of 3.32.1 years.

On September

The total fair value of restricted stock units that vested during the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2016,2021 was $13.7 million, $5.3 million, and $2.9 million, respectively.
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Restricted Stock Awards
The following table summarizes restricted stock award activity during the fiscal year ended December 28, 2023 (no restricted stock awards were granted during fiscal 2023):
Restricted Stock Awards
Service-basedPerformance-based (1)Total shareholder return (1)
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Unvested at December 30, 2022103,326 $59.18 134,318 $57.70 87,517 $44.28 
Vested(68,543)$55.57 (86,656)$57.70 (56,461)$44.28 
Unvested at December 28, 202334,783 $66.30 47,662 $57.70 31,056 $44.28 
(1) The performance-based and total shareholder return restricted stock awards that vested during the period were issued at 100% of target based on achievement of the predetermined performance and total shareholder return criteria as specified in connectionthe underlying grant agreements.
The fair value of performance-based and service-based restricted stock awards is based on the closing market price of the Company's Class A common stock on the date of grant. The fair value of the total shareholder return awards is estimated on grant date using the Monte Carlo valuation method. Compensation cost for restricted stock awards is recognized using the straight-line method over the requisite service period, which for each of the awards is the service vesting period. As of December 28, 2023 and December 29, 2022, total unrecognized compensation cost related to unvested restricted stock awards was $0.7 million and $3.2 million, respectively. The unrecognized compensation cost remaining as of December 28, 2023 is expected to be recognized over a weighted average period of 0.8 years.
The total fair value of restricted stock awards that vested during the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021 was $19.2 million, $2.2 million, and $1.4 million, respectively.
Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the “ESPP”) is a tax-qualified plan under Section 423 of the Internal Revenue Code and permits eligible employees to purchase shares of the Company’s common stock through payroll deductions, subject to certain limitations. The Company has designated a purchase price per share of common stock acquired under the ESPP at the lesser of 90% of the lower of the fair market value of its common stock on either the first or last trading day of each six-month offering period. There are 1,500,000 shares of the Company’s Class A common stock, par value $0.001 per share, approved for issuance under the ESPP, 83,686, 62,274, and 46,273 of which were issued during fiscal years 2023, 2022, and 2021, respectively. During fiscal years 2023, 2022, and 2021, the Company recognized stock-based compensation expense related to the ESPP totaling $1.3 million, $1.2 million, and $1.0 million, respectively.
Deferred Compensation Plan
In October 2019, the Company adopted the 2019 Director Nonqualified Excess Plan (the “Plan”) to provide for certain employees or independent contractors of the employer (including directors) to elect to defer compensation, including restricted stock grants, until they separate from service. The Plan is intended to be a nonqualified deferred compensation plan that complies with the Special Dividend, the Company declared the Option Payments for certain option holders. A portionprovisions of Section 409A of the Option Payments wereInternal Revenue Code and is effective for unvested options,compensation starting in fiscal 2020. Deferrals and option holders are required to repay any amounts related to options that do not vest prior to such option holder’s termination of employment. In the event an option holder defaults on such repayment, we will record the amount as additional stock based compensation expense under the Plan were immaterial in that reporting period.

11.fiscal years 2023, 2022, and 2021.

12. Earnings Per Share

Net Income per Common Share

We calculate

The Company calculates basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding adjusted for the dilutive effect of share-based awards using the treasury stock options.

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method.

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The following table shows the computation of basic and diluted earnings per share:

share for the periods presented:

 

 

 

 

 

 

 

 

 

    

Year Ended

    

Year Ended

    

Year Ended

 

December 28,

 

December 29,

 

December 31,

(in thousands, except per share data)

 

2017

 

2016

 

2015

Fiscal Year EndedFiscal Year Ended
in thousands, except per share datain thousands, except per share dataDecember 28,
2023
December 29,
2022
December 30,
2021

Net income

 

$

102,788

 

$

43,039

 

$

26,807

Basic weighted average shares outstanding

 

 

90,951

 

 

83,432

 

 

83,365

Dilutive effect of share based awards

 

 

8,709

 

 

4,999

 

 

2,916

Dilutive effect of share-based awards

Diluted weighted average shares outstanding

 

 

99,660

 

 

88,431

 

 

86,281

Basic earnings per share

 

$

1.13

 

$

0.52

 

$

0.32

Diluted earnings per share

 

$

1.03

 

$

0.49

 

$

0.31

The following have beenpotentially dilutive securities were excluded from the computation of dilutive effectdiluted earnings per share as a result of share based awards because the effect would be anti‑dilutive:

their anti-dilutive effect:

 

 

 

 

 

 

 

 

    

Year Ended

    

Year Ended

    

Year Ended

 

 

December 28,

 

December 29,

 

December 31,

(in thousands)

 

2017

 

2016

 

2015

Stock Options

 

849

 

2,004

 

1,857

Fiscal Year Ended
in thousandsDecember 28,
2023
December 29,
2022
December 30,
2021
Stock options55 69 71 
Restricted stock units12 267 — 

12.

13. Selected Quarterly Financial Information (unaudited)

The following tables present the Company’s unaudited quarterly results for fiscal 20172023 and fiscal 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2017

(in thousands, except per share data)

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

Net Sales

 

$

307,296

 

$

344,047

 

$

343,923

 

$

389,501

Gross Profit

 

 

125,471

 

 

142,228

 

 

142,491

 

 

162,374

Net Income

 

 

11,128

 

 

20,429

 

 

23,255

 

 

47,976

Basic Earnings Per Share

 

 

0.13

 

 

0.22

 

 

0.25

 

 

0.51

Diluted Earnings Per Share

 

 

0.13

 

 

0.20

 

 

0.22

 

 

0.46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2016

(in thousands, except per share data)

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

Net Sales

 

$

235,301

 

$

265,853

 

$

271,311

 

$

278,294

Gross Profit

 

 

93,897

 

 

109,652

 

 

110,967

 

 

114,746

Net Income

 

 

7,101

 

 

5,012

 

 

14,219

 

 

16,707

Basic Earnings Per Share

 

 

0.09

 

 

0.06

 

 

0.17

 

 

0.20

Diluted Earnings Per Share

 

 

0.08

 

 

0.06

 

 

0.16

 

 

0.19

2022.

Fiscal 2023
in thousands, except per share dataFirst QuarterSecond QuarterThird QuarterFourth Quarter
Net sales$1,122,052 $1,135,899 $1,107,812 $1,048,121 
Gross profit$469,118 $479,633 $467,455 $442,142 
Net income$71,524 $71,452 $65,923 $37,081 
Basic earnings per share$0.67 $0.67 $0.62 $0.35 
Diluted earnings per share$0.66 $0.66 $0.61 $0.34 

94

Fiscal 2022
in thousands, except per share dataFirst QuarterSecond QuarterThird QuarterFourth Quarter
Net sales$1,028,734 $1,089,846 $1,097,824 $1,048,069 
Gross profit$408,058 $436,282 $447,475 $435,901 
Net income$70,951 $81,832 $76,175 $69,237 
Basic earnings per share$0.67 $0.78 $0.72 $0.65 
Diluted earnings per share$0.66 $0.76 $0.71 $0.64 
14. Supply Chain Finance
The Company facilitates supply chain finance programs through financial intermediaries, which provide certain suppliers the option to be paid by the financial intermediaries earlier than the due date on the applicable invoice. When a supplier utilizes one of the supply chain finance programs and receives an early payment from a financial intermediary, it takes a discount on the invoice. The Company then pays the financial intermediary the invoice on the original due date. The Company does not reimburse suppliers for any costs they incur for participation in the program. Supplier participation is voluntary, and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial intermediaries. As a result, all amounts owed to the financial intermediaries are presented as trade accounts payable in the Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in trade accounts payable at December 28, 2023 and December 29, 2022 were $114.0 million and $82.5 million, respectively.
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15. Acquisitions
The Company made acquisitions during fiscal 2023, fiscal 2022, and fiscal 2021 to expand its commercial surfaces business which are accounted for in accordance with ASC 805. The results of operations, financial position, and cash flows related to these acquisitions have been included in the Company’s consolidated financial statements since their respective acquisition dates. During fiscal 2023 and 2021, the Company recognized business acquisition and integration costs totaling $0.9 million and $3.4 million, respectively, in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Income. Business acquisition and integration costs incurred during fiscal 2022 were immaterial.
Salesmaster
As part of the Company’s continued expansion into commercial surfaces, the Company acquired a seller of commercial surfaces Salesmaster Associates, Inc. (“Salesmaster”) on June 7, 2023 (“acquisition date”). Total estimated consideration for the acquisition was $20.1 million, including $17.4 million of cash and contingent consideration with an estimated fair value of $2.8 million (refer to Note 7, “Fair Value Measurements” for additional information regarding the contingent consideration). The acquisition was accounted for in accordance with ASC 805, and, accordingly, Salesmaster’s results of operations, financial position, and cash flows have been consolidated in the Company’s consolidated financial statements since the date of acquisition. Net sales and net earnings for fiscal 2023 attributable to Salesmaster since the completion of the acquisition were immaterial. Results of operations would not be materially different as a result of the acquisition and therefore pro forma information is not presented. Salesmaster is a wholly-owned subsidiary of Spartan.
In accordance with ASC 805, the Company recorded the following assets and liabilities at their respective estimated acquisition date fair values: $12.1 million of net working capital consisting primarily of inventory and receivables, $6.0 million of lease right-of-use assets and fixed assets, $5.0 million of customer relationships, $2.5 million of goodwill, and $5.5 million of operating lease liabilities. The estimated fair value of the customer relationships was determined with assistance from a third-party valuation specialist using the multi-period excess earnings method and included significant assumptions such as the amount and timing of projected cash flows, growth rates, customer attrition rates, and discount rates, resulting in a Level 3 classification within the fair value hierarchy. The customer relationships will be amortized over an estimated useful life of 12 years.
The goodwill arising from the acquisition is primarily attributable to operational synergies and acceleration of growth strategies. The goodwill and intangible assets from the Salesmaster acquisition are fully deductible for U.S. federal and state tax purposes.
Spartan
On June 4, 2021, the Company acquired 100% of Spartan, a seller of commercial surfaces company for total purchase consideration of $77.7 million. Total purchase consideration was comprised of the following components at their respective acquisition date fair values: $63.6 million cash, net of cash acquired, $9.1 million of contingent consideration, and $5.0 million of the Company’s common stock.
The contingent consideration represents the estimated fair value associated with potential earn-out payments to the seller of up to $18.0 million subject to Spartan’s achievement of certain financial performance targets in fiscal years 2021 through 2024. Of the total earn-out consideration, $9.0 million is related to the achievement of certain earnings margin targets, and $9.0 million is related to the achievement of certain annual gross profit targets. A portion of these earn-out opportunities is payable each year subject to achievement of the applicable performance targets for that year, with the maximum payout requiring that each of the individual annual targets are met. Refer to Note 7, “Fair Value Measurements” for additional information regarding the contingent consideration.
Other Sellers of Commercial Surfaces
During fiscal 2022, the Company acquired three small sellers of commercial surfaces for total consideration of $4.6 million, including $3.8 million of cash and $0.8 million of contingent earn-out consideration. The acquired assets and liabilities were recorded at their estimated fair values and were primarily comprised of $3.3 million of customer relationships with useful lives of 12 years.
16. Subsequent Event
The Company has interest cap agreements that expire in April 2024 (see Note 8, “Derivatives and Risk Management” for additional details). To reduce interest rate risk associated with the Company’s Term Loan Facility, the Company entered into an interest rate cap agreement on January 15, 2024 with a notional value of $150.0 million. The contract is designated as a cash flow hedge. The contract effectively caps SOFR based interest payments on a portion of the Company’s Term Loan Facility at 5.50% beginning in May 2024 and will continue until the agreement expires in April 2026.
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ITEM 9.CHANGES9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.    CONTROLS AND PROCEDURES.

The process

Evaluation of improvingDisclosure Controls and Procedures
Our management, with the participation of our internal controlsChief Executive Officer and Chief Financial Officer, has required and will continue to require us to expend significant resources to design, implement and maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. There can be no assurance that any actions we take will be completely successful. We will continue to evaluateevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 28, 2023, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting on an ongoing basis. As part(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), pursuant to Rule 13a-15(c) of this process, we may identify specific internal controls as being deficient.

We have begun documenting and testingthe Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

A company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in orderreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to complypermit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the requirementspolicies or procedures may deteriorate.
Under the supervision and with the participation of Section 404(a) of the Sarbanes‑Oxley Act. Section 404 requires annualour management, assessments ofwe assessed the effectiveness of our internal controlscontrol over financial reporting and a reportas of December 28, 2023, using the criteria set forth by our independent auditors addressing these assessments. Management’s and the independent auditor’s reportsCommittee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal controlscontrol over financial reporting was effective as of December 28, 2023.
Ernst & Young LLP, our independent registered public accounting firm, has issued an unqualified opinion on the effectiveness of internal control over financial reporting as of December 28, 2023, which is included in “Part II, Item 8 - Financial Statements and Supplementary Data.”
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the fourth quarter of our fiscal year ended December 28, 2023 that have materially affected, or are not provided in this Annual Report in accordance with the exemptionreasonably likely to this rule for newly public companies. We must comply with Section 404 no later than the time we filematerially affect, our annual report for fiscal 2018 with the SEC.

internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION.

None.

Rule 10b5-1 Trading Plans

95

During the fiscal quarter ended December 28, 2023, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item will be contained in our definitive Proxy Statement in connection with our 20172024 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days after the end of our fiscal year ended December 28, 20172023 (the “Proxy Statement”), and is incorporated herein by reference.

ITEM 11.    EXECUTIVE COMPENSATION.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference, under the captions “Director Compensation,” “Executive Compensation” and “Compensation Discussion and Analysis;” provided, however, that the subsection entitled “Executive Compensation—Compensation Committee Report” shall not be deemed to be incorporated by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference, under the captions “Securities Authorized for Issuance under Equity Compensation Plans” and “Certain Beneficial Owners”.

Owners.”

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference, under the captions “Certain Relationships and Related Transactions,” and “Other Board Information—Director Independence.”

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

The Information required under this Item will be included in the Proxy Statement and is incorporated herein by reference, under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm.”

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)

Documents filed as part of the Annual Report:

1.

Financial Statements filed in Part II, Item 8 of this Annual Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 28, 2017 and December 29, 2016

Consolidated Statements of Operations for the years ended December 28, 2017, December 29, 2016 and December 31, 2015

Consolidated Statements of Comprehensive Income for the years ended December 28, 2017, December 29, 2016 and December 31, 2015

Consolidated Statements of Cash Flows for the years ended December 28, 2017, December 29, 2016 and December 31, 2015

Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 28, 2017, December 29, 2016 and December 31, 2015

Notes to Consolidated Financial Statements

2.

Financial Statement Schedules:

There are no Financial Statement Schedules included with this filing for the reason that they are not applicable or are not required or the information is included in the financial statements or notes thereto

3.

Exhibits:

Exhibit No.

3.1

Restated Certificate of Incorporation of Floor & Decor Holdings, Inc.(1)

3.2

Second Amended and Restated Bylaws of Floor & Decor Holdings, Inc.(1)

4.1

Specimen Class A Common Stock Certificate(2)

4.2

Registration Rights Agreement, dated May 2, 2017, by and among Floor & Decor Holdings, Inc., Ares Corporate Opportunities Fund III, L.P., FS Equity Partners VI, L.P. and the other stockholders party thereto(3)

4.3

Investor Rights Agreement, dated May 2, 2017, by and among Floor & Decor Holdings, Inc., Ares Corporate Opportunities Fund III, L.P., FS Equity Partners VI, L.P. and FS Affiliates VI, L.P.(3)

10.1

FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan(4)#

10.2

First Amendment to FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan(4)#

10.3

Second Amendment to FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan(4)#

10.4

Third Amendment to FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan(4)#

10.5

Fourth Amendment to FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan(5)#

10.6

Form of Stock Option Agreement under the FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan(4)

10.7

Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan(3)#

10.8

Form of Stock Option Agreement under the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan(2)

10.9

Form of Restricted Stock Agreement under the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan(4)

10.10

Form of Indemnification Agreement by and between Floor & Decor Holdings, Inc. and its directors and officers(4)

10.11

Amended and Restated Employment Agreement, dated July 29, 2015, between FDO Holdings, Inc., Floor and Decor Outlets of America, Inc. and Thomas V. Taylor(4)#

10.12

Consulting Agreement, dated December 3, 2012, by and between Floor and Decor Outlets of America, Inc., FDO Holdings, Inc. and George Vincent West(4)#

10.13

Amended and Restated Employment Agreement, dated July 29, 2015, between FDO Holdings, Inc., Floor and Decor Outlets of America, Inc. and Lisa G. Laube(4)#

10.14

Amended and Restated Employment Agreement, dated July 29, 2015, between FDO Holdings, Inc., Floor and Decor Outlets of America, Inc. and Trevor S. Lang(4)#

10.15

Amended and Restated Employment Agreement, dated July 29, 2015, between FDO Holdings, Inc., Floor and Decor Outlets of America, Inc. and David V. Christopherson(4)#

10.16

Amended and Restated Employment Agreement, dated July 29, 2015, between FDO Holdings, Inc., Floor and Decor Outlets of America, Inc. and Brian K. Robbins(4)#

10.17

Amended and Restated Credit Agreement, dated as of September 30, 2016, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and Swing Line Lender, Wells Fargo Bank, National Association, as Term Loan Agent, the lenders from time to time party thereto, Bank of America, N.A., as Syndication Agent, and Wells Fargo Bank, National Association and Merrill Lynch, Pierce and Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners(4)

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(a)Documents filed as part of the Annual Report:
1.Financial Statements filed in Part II, Item 8 of this Annual Report:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 28, 2023 and December 29, 2022
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021
Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2023, December 29, 2022, and December 30, 2021
Notes to Consolidated Financial Statements
2.Financial Statement Schedules:
There are no Financial Statement Schedules included with this filing for the reason that they are not applicable or are not required or the information is included in the financial statements or notes thereto.
3.Exhibits:
Incorporated by Reference
ExhibitExhibit DescriptionFormFile No.ExhibitFiling Date
3.110-Q001-380703.18/5/2021
3.210-Q001-380703.211/2/2023
4.1S-1/A333-2160004.14/17/2017
4.28-K001-380704.15/2/2017
4.3
10.1S-1/A333-21600010.14/7/2017
10.2S-1/A333-21600010.24/7/2017
10.3S-1/A333-21600010.34/7/2017
10.4S-1/A333-21600010.44/7/2017
10.5S-1333-22152510.511/13/2017
10.6S-1/A333-21600010.54/7/2017
10.78-K001-3807010.15/2/2017
10.88-K001-3807010.15/12/2023
10.9S-1/A333-21600010.74/17/2017
10.10S-1/A333-21600010.84/7/2017
10.118-K001-3807010.62/4/2020
10.1210-K001-3807010.112/23/2023
10.1310-K001-3807010.122/23/2023
10.1410-K001-3807010.132/23/2023
10.1510-K001-3807010.142/23/2023
10.1610-Q001-3807010.15/4/2023
10.1710-Q001-3807010.25/4/2023
10.1810-Q001-3807010.35/4/2023
10.1910-Q001-3807010.45/4/2023
10.2010-K001-3807010.112/25/2021

77

Table of Contents

10.18

Amended and Restated Security Agreement, dated as of September 30, 2016, by and among Floor and Decor Outlets of America, Inc., the other borrowers and guarantors party thereto from time to time, Wells Fargo Bank, National Association, as Collateral Agent, and Wells Fargo Bank, National Association, as Administrative Agent(4)

10.19

Credit Agreement, dated as of September 30, 2016, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., the lenders from time to time parties thereto, UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent, and UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Goldman Sachs Bank USA and Wells Fargo Securities LLC, as Joint Lead Arrangers and Joint Bookrunners(4)

10.20

Security Agreement, dated as of September 30, 2016, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., the other loan parties from time to time party thereto and UBS AG, Stamford Branch, as Collateral Agent and Administrative Agent and the lenders party thereto(4)

10.21

Guaranty Agreement, dated as of September 30, 2016, by FDO Acquisition Corp. in favor of UBS AG, Stamford Branch, as Collateral Agent, and UBS AG, Stamford Branch, as Administrative Agent and the lenders party thereto(4)

10.22

Amendment No. 1 to Credit Agreement, dated as of March 31, 2017, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent(4)

10.23

Amendment No. 2 to Credit Agreement, dated as of November 22, 2017, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent

21.1

List of subsidiaries(4)

23.1

Consent of Ernst & Young LLP, independent registered public accounting firm

31.1

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

31.2

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

32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


#Denotes a management contract or compensatory plan or arrangement.

(1)Filed as an exhibit to Amendment No. 4 to the Registrant’s Registration Statement on Form S‑1 (File No. 333‑216000) filed with the SEC on April 24, 2017, and incorporated herein by reference.

(2)Filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S‑1 (File No. 333‑216000) filed with the SEC on April 17, 2017, and incorporated herein by reference.

(3)Filed as an exhibit to Registrant’s Form 8‑K (File No. 001‑38070) filed with the SEC on May 2, 2017, and incorporated herein by reference.

(4)Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S‑1 (File No. 333‑216000) filed with the SEC on April 7, 2017, and incorporated herein by reference.

(5)Filed as an exhibit to the Registrant’s Registration Statement on Form S‑1 (File No. 333‑221525) filed with the SEC on November 13, 2017, and incorporated herein by reference.

98


Incorporated by Reference
ExhibitExhibit DescriptionFormFile No.ExhibitFiling Date
10.218-K001-3807010.12/4/2020
10.22S-1/A333-21600010.114/7/2017
10.2310-Q001-3807010.15/2/2019
10.248-K001-3807010.22/4/2020
10.258-K001-3807010.52/4/2020
10.268-K001-3807010.42/4/2020
10.2710-Q001-3807010.94/30/2020
10.2810-Q001-3807010.104/30/2020
10.2910-Q001-3807010.114/30/2020
10.3010-Q001-3807010.124/30/2020
10.318-K001-3807010.28/4/2022
10.3210-K001-3807010.272/23/2023
10.3310-Q001-3807010.18/3/2023
10.3410-Q001-3807010.28/3/2023
10.3510-Q001-3807010.38/3/2023
10.3610-Q001-3807010.48/3/2023
10.3710-Q001-3807010.58/3/2023
10.388-K001-3807010.18/28/2023
10.39DEF 14A001-38070Annex A3/27/2018
10.40S-8333-22509299.25/22/2018
10.4110-Q001-3807010.111/1/2018
10.42S-1/A333-21600010.164/7/2017
10.43S-1/A333-21600010.174/7/2017
10.44S-1/A333-21600010.184/7/2017
10.45S-1/A333-21600010.194/7/2017
10.46S-1/A333-21600010.204/7/2017
10.47S-1/A333-21600010.214/7/2017
10.4810-K001-3807010.233/5/2018
10.498-K001-3807010.12/19/2020

78

Table of Contents

Incorporated by Reference
ExhibitExhibit DescriptionFormFile No.ExhibitFiling Date
10.508-K001-3807010.15/18/2020
10.518-K001-3807010.12/9/2021
10.528-K001-3807010.111/15/2022
10.538-K001-3807010.22/19/2020
10.548-K001-3807010.18/4/2022
10.5510-K001-3807010.382/25/2021
10.56
21.1
23.1
31.1
31.2
32.1
97
101.INSXBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File- the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
#Denotes a management contract or compensatory plan or arrangement.
*Filed herewith.
**These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.

ITEM 16.    FORM 10-K SUMMARY

None.

None.

99

79

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Companyregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FLOOR & DECOR HOLDINGS, INC.

Dated: March 5, 2018

By:

/s/ Thomas V. Taylor

Thomas V. Taylor

Chief Executive Officer

Date:

February 22, 2024

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 Company and in the capacities indicated on the fifth of March 2018.

February 22, 2024.

Signature

Title

Date

Signature

Title

Date

/s/ Thomas V. Taylor

Thomas V. Taylor

Chief Executive Officer (Principal Executive Officer) and Director

March 5, 2018

February 22, 2024

Thomas V. Taylor

/s/ Trevor S. Lang

Trevor S. Lang

Bryan H. Langley

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

February 22, 2024
Bryan H. Langley
/s/ Luke T. OlsonVice President and Chief Accounting Officer (Principal Accounting Officer)

March 5, 2018

February 22, 2024

Luke T. Olson

/s/ Norman H. Axelrod

Norman H. Axelrod

Chairman of the Board

March 5, 2018

February 22, 2024

Norman H. Axelrod

/s/ George Vincent West

George Vincent West

Vice Chairman of the Board

March 5, 2018

February 22, 2024

George Vincent West

/s/ William T. Giles

Director

February 22, 2024

William T. Giles

/s/ Brad J. Brutocao

Brad J. Brutocao

Dwight L. James

Director

Director

March 5, 2018

February 22, 2024

Dwight L. James

/s/ Melissa D. Kersey

Director

February 22, 2024

Melissa D. Kersey

/s/ Michael Fung

Michael Fung

Ryan R. Marshall

Director

Director

March 5, 2018

February 22, 2024

Ryan R. Marshall

/s/ David B. Kaplan

David B. Kaplan

Director

March 5, 2018

/s/ Rachel H. Lee

Rachel H. Lee

Director

March 5, 2018

/s/ John M. Roth

John M. Roth

Director

March 5, 2018

/s/ Peter M. Starrett

DirectorFebruary 22, 2024
Peter M. Starrett

Director

March 5, 2018

/s/ Richard L. Sullivan

DirectorFebruary 22, 2024
Richard L. Sullivan

Director

March 5, 2018

/s/ Felicia D. Thornton

DirectorFebruary 22, 2024
Felicia D. Thornton

/s/ Charles D. Young

Director

February 22, 2024
Charles D. Young

March 5, 2018

100

80