UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 25, 2020~~April 1, 2021

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

For the transition period from ____ to ____

Commission file number 001-38070

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						27-3730271
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2500 Windy Ridge Parkway SE

Atlanta,

Georgia

30339

(Address of principal executive offices)

(Zip Code)


	(404)	471-1634	Not Applicable
(Registrant’s telephone number, including area code)				(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at ~~July 28, 2020~~May 3, 2021
Class A common stock, $0.001 par value per share						~~103,460,984~~104,911,805

Table of Contents

Page

Part I – Financial Information

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1917

Forward-Looking Statements

1917

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3127

Item 4.

Controls and Procedures

3127

Part II – Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

3332

Item 3.

Defaults Upon Senior Securities

3332

Item 4.

Mine Safety Disclosures

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


in thousands, except for share and per share data	in thousands, except for share and per share data	As of June 25, 2020		As of December 26, 2019		in thousands, except for share and per share data	As of April 1, 2021		As of December 31, 2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	134,420	$	27,037	Cash and cash equivalents	$	354,051	$	307,772
Income taxes receivable		27,971		2,868

Receivables, net	Receivables, net	54,118		69,301		Receivables, net	60,002		50,427
Inventories, net	Inventories, net	594,269		581,865		Inventories, net	607,649		654,000
Prepaid expenses and other current assets	Prepaid expenses and other current assets	19,203		20,415		Prepaid expenses and other current assets	40,173		28,257
Total current assets	Total current assets	829,981		701,486		Total current assets	1,061,875		1,040,456
Fixed assets, net	Fixed assets, net	481,770		456,289		Fixed assets, net	611,311		579,359
Right-of-use assets	Right-of-use assets	873,115		822,256		Right-of-use assets	947,451		916,325
Intangible assets, net	Intangible assets, net	109,283		109,299		Intangible assets, net	109,269		109,269
Goodwill	Goodwill	227,447		227,447		Goodwill	227,447		227,447
Other assets	Other assets	7,134		7,532		Other assets	7,370		7,569
Total long-term assets	Total long-term assets	1,698,749		1,622,823		Total long-term assets	1,902,848		1,839,969
Total assets	Total assets	$	2,528,730	$	2,324,309	Total assets	$	2,964,723	$	2,880,425
Liabilities and stockholders’ equity	Liabilities and stockholders’ equity					Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of term loan		$	2,558	$	—
Current portion of term loans						Current portion of term loans	$	2,103	$	1,647
Current portion of lease liabilities	Current portion of lease liabilities	90,543		74,592		Current portion of lease liabilities	79,041		94,502
Trade accounts payable	Trade accounts payable	326,032		368,459		Trade accounts payable	402,134		417,898
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	106,170		102,807		Accrued expenses and other current liabilities	160,406		162,283

Income taxes payable						Income taxes payable	13,635		12,391
Deferred revenue	Deferred revenue	8,387		6,683		Deferred revenue	15,659		10,115
Total current liabilities	Total current liabilities	533,690		552,541		Total current liabilities	672,978		698,836
Term loan		206,977		142,606

Term loans						Term loans	195,546		207,157
Lease liabilities	Lease liabilities	896,626		844,269		Lease liabilities	975,185		941,125
Deferred income tax liabilities, net	Deferred income tax liabilities, net	38,930		18,378		Deferred income tax liabilities, net	32,449		27,990
Other liabilities	Other liabilities	2,011		2,179		Other liabilities	7,845		7,929
Total long-term liabilities	Total long-term liabilities	1,144,544		1,007,432		Total long-term liabilities	1,211,025		1,184,201
Total liabilities	Total liabilities	1,678,234		1,559,973		Total liabilities	1,884,003		1,883,037
Commitments and Contingencies (Note 5)	Commitments and Contingencies (Note 5)					Commitments and Contingencies (Note 5)	0		0
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Capital stock:	Capital stock:					Capital stock:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at June 25, 2020 and December 26, 2019		—		—
Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 103,146,537 shares issued and outstanding at June 25, 2020 and 101,457,858 issued and outstanding at December 26, 2019		103		101
Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at June 25, 2020 and December 26, 2019		—		—
Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding at June 25, 2020 and December 26, 2019		—		—
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at April 1, 2021 and December 31, 2020						Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at April 1, 2021 and December 31, 2020	0		0
Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 104,628,761 shares issued and outstanding at April 1, 2021 and 104,368,212 issued and outstanding at December 31, 2020						Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 104,628,761 shares issued and outstanding at April 1, 2021 and 104,368,212 issued and outstanding at December 31, 2020	105		104
Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at April 1, 2021 and December 31, 2020						Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at April 1, 2021 and December 31, 2020	0		0
Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding at April 1, 2021 and December 31, 2020						Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding at April 1, 2021 and December 31, 2020	0		0
Additional paid-in capital	Additional paid-in capital	387,344		370,413		Additional paid-in capital	415,576		408,124
Accumulated other comprehensive loss, net		(33)		(193)
Accumulated other comprehensive income, net						Accumulated other comprehensive income, net	247		164
Retained earnings	Retained earnings	463,082		394,015		Retained earnings	664,792		588,996
Total stockholders’ equity	Total stockholders’ equity	850,496		764,336		Total stockholders’ equity	1,080,720		997,388
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,528,730	$	2,324,309	Total liabilities and stockholders’ equity	$	2,964,723	$	2,880,425

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


		Thirteen Weeks Ended						Twenty-six Weeks Ended
											Thirteen Weeks Ended
in thousands, except for per share data	in thousands, except for per share data	June 25, 2020		June 27, 2019		June 25, 2020		June 27, 2019		in thousands, except for per share data	April 1, 2021		March 26, 2020
Net sales	Net sales	$	462,352	$	520,311	$	1,017,289	$	997,361	Net sales	$	782,537	$	554,937
Cost of sales	Cost of sales	265,660		302,488		584,565		578,164		Cost of sales	445,604		318,905
Gross profit	Gross profit	196,692		217,823		432,724		419,197		Gross profit	336,933		236,032
Operating expenses:	Operating expenses:									Operating expenses:
Selling and store operating	Selling and store operating	138,457		134,643		291,523		262,026		Selling and store operating	189,946		153,066
General and administrative	General and administrative	33,713		30,916		64,571		61,118		General and administrative	44,041		30,858
Pre-opening	Pre-opening	3,433		6,369		8,867		10,396		Pre-opening	6,997		5,434
Total operating expenses	Total operating expenses	175,603		171,928		364,961		333,540		Total operating expenses	240,984		189,358
Operating income	Operating income	21,089		45,895		67,763		85,657		Operating income	95,949		46,674
Interest expense, net	Interest expense, net	2,303		2,223		4,110		5,144		Interest expense, net	1,388		1,807
Gain on early extinguishment of debt		(1,015)		—		(1,015)		—
Income before income taxes	Income before income taxes	19,801		43,672		64,668		80,513		Income before income taxes	94,561		44,867
(Benefit) provision for income taxes		(12,203)		76		(4,399)		6,197
Provision for income taxes										Provision for income taxes	18,765		7,804
Net income	Net income	$	32,004	$	43,596	$	69,067	$	74,316	Net income	$	75,796	$	37,063
Change in fair value of hedge instruments, net of tax	Change in fair value of hedge instruments, net of tax	92		(213)		160		(547)		Change in fair value of hedge instruments, net of tax	83		68
Total comprehensive income	Total comprehensive income	$	32,096	$	43,383	$	69,227	$	73,769	Total comprehensive income	$	75,879	$	37,131
Basic earnings per share	Basic earnings per share	$	0.31	$	0.44	$	0.68	$	0.76	Basic earnings per share	$	0.73	$	0.36
Diluted earnings per share	Diluted earnings per share	$	0.30	$	0.42	$	0.65	$	0.71	Diluted earnings per share	$	0.71	$	0.35

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


		Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)					Retained Earnings					Total Stockholders' Equity
		Class A
														Common Stock								Additional Paid-in Capital					Accumulated Other Comprehensive Income					Retained Earnings					Total Stockholders' Equity
																			Class A
in thousands	in thousands	Shares	Amount						Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)								Retained Earnings								Total Stockholders' Equity														in thousands									Retained Earnings	Total Stockholders' Equity
Balance, December 27, 2019		101,458	$	101	$	370,413
Balance, January 1, 2021										Balance, January 1, 2021		104,368					$	104						$	408,124												$	164					$	588,996					$	997,388
Stock-based compensation expense	Stock-based compensation expense	—	—		2,908		—								—					2,908				Stock-based compensation expense		—						—					4,734						—						—		4,734
Exercise of stock options	Exercise of stock options	453	1		3,782		—						—					3,783		Exercise of stock options	195					1					2,382					—						—						2,383
Issuance of restricted stock awards	Issuance of restricted stock awards	368	—		—		—			—					—			Issuance of restricted stock awards	27				—					—						—						—						—
Shares issued under employee stock plans		30	—		1,131		—			—					1,131
Forfeiture of restricted stock awards																		Forfeiture of restricted stock awards	(2)				—					—					—						—						—
Issuance of common stock upon vesting of restricted stock units																		Issuance of common stock upon vesting of restricted stock units	25				—					—					—						—						—
Shares issued under employee stock purchase plan																		Shares issued under employee stock purchase plan	26				—					1,302					—						—						1,302
Common stock redeemed for tax liability																		Common stock redeemed for tax liability	(10)				—					(966)					—						—						(966)
Other comprehensive gain, net of tax	Other comprehensive gain, net of tax	—	—		—		68			—					68			Other comprehensive gain, net of tax	—				—					—					83						—						83
Net income	Net income	—	—		—		—			37,063					37,063			Net income	—				—					—					—						75,796						75,796
Balance, March 26, 2020		102,309	$	102	$	378,234	$	(125)		$	431,078				$	809,289
Stock-based compensation expense		—	—		4,234		—			—					4,234
Exercise of stock options		838	1		4,876		—			—					4,877
Other comprehensive gain, net of tax		—	—		—		92			—					92
Net income		—	—		—		—			32,004					32,004
Balance, June 25, 2020		103,147	$	103	$	387,344	$	(33)		$	463,082				$	850,496
Balance, April 1, 2021																		Balance, April 1, 2021	104,629				$	105				$		415,576				$	247					$	664,792					$	1,080,720


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders' Equity
	Class A
in thousands	Shares	Amount
Balance, December 27, 2019	101,458	$	101	$	370,413	$	(193)	$	394,015	$	764,336
Stock-based compensation expense	—	—		2,908		—		—		2,908
Exercise of stock options	453	1		3,782		—		—		3,783
Issuance of restricted stock awards	368	—		—		—		—		—
Shares issued under employee stock purchase plan	30	—		1,131		—		—		1,131
Other comprehensive gain, net of tax	—	—		—		68		—		68
Net income	—	—		—		—		37,063		37,063
Balance, March 26, 2020	102,309	$	102	$	378,234	$	(125)	$	431,078	$	809,289

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders' Equity
Class A
in thousands Shares Amount
Balance, December 28, 2018 97,588 $ 98 $ 340,462 $ 186 $ 243,563 $ 584,309
Stock-based compensation expense — — 2,250 — — 2,250
Exercise of stock options 348 — 1,776 — — 1,776
Cumulative effect from adoption of ASU No. 2016-02 — — — — (179) (179)
Shares issued under employee stock plans 61 — 1,419 — — 1,419
Other comprehensive loss, net of tax — — — (334) — (334)
Net income — — — — 30,720 30,720
Balance, March 28, 2019 97,997 $ 98 $ 345,907 $ (148) $ 274,104 $ 619,961
Stock-based compensation expense — — 2,168 — — 2,168
Exercise of stock options 1,090 1 5,375 — — 5,376
Issuance of restricted stock awards 24 — — — — —
Other comprehensive loss, net of tax — — — (213) — (213)
Net income — — — — 43,596 43,596
Balance, June 27, 2019 99,111 $ 99 $ 353,450 $ (361) $ 317,700 $ 670,888

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Twenty-six Weeks Ended
							Thirteen Weeks Ended
in thousands	in thousands	June 25, 2020		June 27, 2019		in thousands	April 1, 2021		March 26, 2020
Operating activities	Operating activities					Operating activities
Net income	Net income	$	69,067	$	74,316	Net income	$	75,796	$	37,063
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	44,389		34,910		Depreciation and amortization	26,415		22,088
Gain on early extinguishment of debt		(1,015)		—
(Gain) loss on asset impairments and disposals		(29)		22
Gain on asset impairments and disposals, net						Gain on asset impairments and disposals, net	0		(29)
Deferred income taxes	Deferred income taxes	20,552		(1,478)		Deferred income taxes	4,459		(4,739)
Interest cap derivative contracts	Interest cap derivative contracts	170		1,250		Interest cap derivative contracts	84		83
Stock-based compensation expense	Stock-based compensation expense	7,142		4,418		Stock-based compensation expense	4,734		2,908
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables, net	Receivables, net	15,183		15,809		Receivables, net	(9,575)		18,740
Inventories, net	Inventories, net	(12,404)		24,618		Inventories, net	46,351		(7,076)
Trade accounts payable	Trade accounts payable	(42,427)		(40,808)		Trade accounts payable	(13,376)		(48,644)
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	258		9,058		Accrued expenses and other current liabilities	(16,204)		(2,478)
Income taxes	Income taxes	(25,100)		1,541		Income taxes	1,244		12,542
Deferred revenue	Deferred revenue	1,704		1,723		Deferred revenue	5,544		506
Other, net	Other, net	19,215		(3,222)		Other, net	(24,476)		(6,296)
Net cash provided by operating activities	Net cash provided by operating activities	96,705		122,157		Net cash provided by operating activities	100,996		24,668
Investing activities	Investing activities					Investing activities
Purchases of fixed assets	Purchases of fixed assets	(65,994)		(78,172)		Purchases of fixed assets	(45,876)		(38,384)
Net cash used in investing activities	Net cash used in investing activities	(65,994)		(78,172)		Net cash used in investing activities	(45,876)		(38,384)
Financing activities	Financing activities					Financing activities
Borrowings on revolving line of credit	Borrowings on revolving line of credit	275,000		95,300		Borrowings on revolving line of credit	0		275,000
Payments on revolving line of credit		(275,000)		(95,300)

Proceeds from term loans	Proceeds from term loans	75,000		—		Proceeds from term loans	65,000		0
Payments on term loans	Payments on term loans	(1,237)		(1,750)		Payments on term loans	(75,151)		(875)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	8,660		7,152		Proceeds from exercise of stock options	2,383		3,783
Proceeds from employee stock purchase plan						Proceeds from employee stock purchase plan	1,302		1,131
Debt issuance costs	Debt issuance costs	(6,882)		—		Debt issuance costs	(1,409)		(2,429)
Proceeds from employee stock purchase plan		1,131		1,419
Net cash provided by financing activities		76,672		6,821
Tax payments for stock-based compensation awards						Tax payments for stock-based compensation awards	(966)		0
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(8,841)		276,610
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	107,383		50,806		Net increase in cash and cash equivalents	46,279		262,894
Cash and cash equivalents, beginning of the period	Cash and cash equivalents, beginning of the period	27,037		644		Cash and cash equivalents, beginning of the period	307,772		27,037
Cash and cash equivalents, end of the period	Cash and cash equivalents, end of the period	$	134,420	$	51,450	Cash and cash equivalents, end of the period	$	354,051	$	289,931
Supplemental disclosures of cash flow information	Supplemental disclosures of cash flow information					Supplemental disclosures of cash flow information
Buildings and equipment acquired under operating leases	Buildings and equipment acquired under operating leases	$	91,670	$	132,213	Buildings and equipment acquired under operating leases	$	53,758	$	63,578
Cash paid for interest, net of capitalized interest	Cash paid for interest, net of capitalized interest	$	3,486	$	3,912	Cash paid for interest, net of capitalized interest	$	1,376	$	1,298
Cash paid for income taxes, net of refunds	Cash paid for income taxes, net of refunds	$	147	$	12,099	Cash paid for income taxes, net of refunds	$	13,055	$	0
Fixed assets accrued at the end of the period	Fixed assets accrued at the end of the period	$	22,631	$	25,420	Fixed assets accrued at the end of the period	$	46,275	$	19,620

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Floor & Decor Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Nature of Business

Floor & Decor Holdings, Inc., together with its subsidiaries (the “Company,” “we,” ~~“our”~~“our,” or “us”) is a highly differentiated, rapidly growing specialty retailer of hard surface flooring and related accessories. We offer a broad in-stock assortment of tile, wood, ~~laminate/luxury~~laminate, vinyl, ~~plank,~~ and natural stone flooring along with decorative and installation accessories 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~~Do it Yourself customers (“DIY”), and customers who buy our products for professional installation (“~~Buy-it-Yourself”~~Buy it Yourself” or “BIY”). We operate within 1 reportable segment.

As of ~~June 25, 2020,~~April 1, 2021, the Company, through its wholly owned subsidiary, Floor and Decor Outlets of America, Inc. ("Outlets"), operates ~~125~~140 warehouse-format stores, which average ~~76,000~~78,000 square feet, and 12 small-format standalone design ~~center~~studios in 3032 states, as well as 4 distribution centers and an e-commerce site, FloorandDecor.com.

Fiscal Year

The Company’s fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. Fiscal year ending December ~~31, 2020~~30, 2021 (“fiscal ~~2020”~~2021”) includes 5352 weeks, and the fiscal year ended December ~~26, 2019~~31, 2020 (“fiscal ~~2019”~~2020”) included 5253 weeks. 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 each quarter of the fiscal year.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. The Condensed Consolidated Balance Sheet as of December ~~26, 2019~~31, 2020 has been derived from the audited Consolidated Balance Sheet for the fiscal year then ended. The interim condensed consolidated financial statements should be read together with the audited consolidated financial statements and related footnote disclosures included in the Company’s Annual Report on Form 10-K for fiscal ~~2019,~~2020, filed with the Securities and Exchange Commission (the “SEC”) on February ~~20, 2020~~25, 2021 (the “Annual Report”).

Management believes the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of results for the interim periods presented.

Results of operations for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020 ~~and June 27, 2019~~ are not necessarily indicative of the results to be expected for the full years.

Impact of the COVID-19 Pandemic

On March 11, 2020, the World Health Organization announced that infections of the coronavirus ~~(COVID-19)~~("COVID-19") had become a pandemic, and on March 13, 2020, the President of the United States announced a National Emergency relating to the COVID-19 pandemic. ~~While the~~The full impact that the COVID-19 pandemic could continue to have on the Company's business remains a rapidly evolving situation and is highly ~~uncertain, it has~~uncertain. While the Company’s operations during the first quarter of fiscal 2021 did not appear to be negatively impacted, the COVID-19 pandemic had a material negative impact on the Company's fiscal 2020 operations and financial results ~~to date. The following summarizes certain actions taken~~during the first half of fiscal 2020 and could have additional negative impacts ~~from~~in the ~~COVID-19 pandemic during and subsequent to the thirteen and twenty-six weeks ended June 25, 2020:~~

•Beginning in late March 2020, for the health and safety of its customers and employees, the Company temporarily closed some of its stores and shifted its remaining stores to a curbside pickup model. Under this model, customers were not allowed to enter the Company's stores, resulting in a significant decline in sales compared to the same period of the prior year.

•In May, the Company began a phased approach to reopening its stores for in-store shopping with enhanced safety and sanitation measures such as requiring associates to wear face masks, installing social distancing markers on floors and protective shields at cash registers, and regularly sanitizing shopping carts, pin pads, design desks, and other high-traffic areas. As of June 25, 2020, all of the Company's stores are open for in-store shopping, with June sales higher than the same period of the prior year.

~~Table of Contents~~

•To provide additional liquidity in response to the business uncertainties resulting from the evolving COVID-19 pandemic, the Company entered into a $75.0 million incremental term loan on May 18, 2020. See Note 3, "Debt" for additional information.

•In response to the impact and uncertainties caused by the COVID-19 pandemic, the Company initially implemented a number of measures to minimize cash outlays, including lowering inventory purchases and related supply chain costs to align with reduced sales, temporarily reducing compensation for all executive officers and most employees, temporarily freezing new hiring, reducing or eliminating non-essential spending, reducing advertising spending, furloughing certain employees, and delaying or reducing rent payments and planned capital expenditures, including new store investments. Since the Company began to reopen stores for in-store shopping starting in May, many of these cost saving measures have been eliminated or relaxed as the Company's financial results have improved.

•On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted, which includes provisions related to income taxes, the temporary deferral of the employer portion of social security taxes, and retention credits for 50% of eligible wages and health benefits paid to employees not providing services due to the COVID-19 pandemic. Refer to Note 4, "Income Taxes" for additional information.

~~The COVID-19 pandemic remains a rapidly evolving situation.~~future. The extent of the impact of the pandemic on the Company's business and financial results will depend on future developments, including the duration of the pandemic, ~~and~~the success of vaccination programs, the spread of COVID-19 within the markets in which the Company operates, as well as the ~~related impact~~countries from which the Company sources inventory, fixed assets, and other supplies, the effect of the pandemic on consumer confidence and spending, and actions taken by government entities in response to the pandemic, all of which are highly uncertain.

Summary of Significant Accounting Policies

~~Other than as noted below, there~~There have been no updates to our Significant Accounting Policies since the Annual Report. For more information regarding our Significant Accounting Policies and Estimates, see the “Summary of Significant Accounting Policies” section of “Item 8. Financial Statements and Supplementary Data” of our Annual Report.

~~Impairment Assessment of Goodwill and Other Indefinite-Lived Intangible Assets~~

The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of each fiscal year, or more often if events occur or changes in circumstances indicate that the carrying amount of goodwill or indefinite-lived intangible assets may not be recoverable. We assess the value of our goodwill and 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 that the Company’s goodwill or 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 as well as events and changes in circumstances that could include, but are not limited to, a significant adverse change in customer demand or business climate, an adverse action or assessment by a regulator, and significant adverse changes in the price of the Company’s common stock. If such qualitative assessment indicates that impairment may have occurred, an additional quantitative assessment is performed by comparing the carrying value of the assets to their respective estimated fair values. If the recorded carrying value of goodwill or an indefinite-lived intangible asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

Due to the impact of the COVID-19 pandemic on the Company’s business, the Company qualitatively assessed whether it was more likely than not that the goodwill and indefinite-lived intangible assets were impaired as of March 26, 2020. As part of this assessment, the Company considered information available as of the April 30, 2020 filing date of its first quarter fiscal 2020 10-Q related to the negative financial impact that resulted from temporary store closures and limited curbside operations beginning in late March. Based on this interim impairment assessment, the Company determined that its goodwill and indefinite-lived intangible assets were not impaired as of March 26, 2020. Further, the Company considered events and changes in circumstances subsequent to April 30, 2020, including the improvement in sales since reopening stores to customers for in-store shopping, and did not identify an indication of impairment of its goodwill or indefinite-lived intangible assets as of June 25, 2020.

~~Leases~~

During the second quarter of fiscal 2020, Company negotiated rent deferrals or abatements for a significant number of its stores. The Company has also delayed rent payments for some stores as negotiations are in process with landlords. Total payments delayed or deferred as of June 25, 2020 were approximately $5.9 million, of which $4.9 million is included in the current portion of lease liabilities and $1.0 million is included in lease liabilities on the condensed consolidated balance sheets.

Table of Contents

Recently Adopted Accounting Pronouncements

Simplifying the Accounting for Income Taxes.In ~~accordance with~~December 2019, the Financial Accounting Standards Board ("FASB") ~~Staff Q&A - Topic 842: "~~issued Accounting Standard Update ("ASU") No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for ~~Lease Concessions Related~~Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the ~~Effects of the COVID-19 Pandemic"~~ ~~issued~~general principles in ~~April 2020, the Company has elected~~Topic 740. The ASU also clarifies and amends existing guidance to account for lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee as though enforceable rights and obligations for those concessions existed in the original lease agreements. For qualified rent deferrals, the Company has recognized a non-interest bearing accrued liability, which will be reduced when the deferred payment is made in the future. For qualifying rent abatement concessions, which are immaterial in aggregate, the Company is recognizing negative lease expense for the amount of the abatement on a straight-line basis over the term of the lease. During the thirteen and twenty-six weeks ended June 25, 2020, the Company recognized less than $0.1 million of negative lease expense related to rent abatement concessions.

~~Recently Adopted Accounting Pronouncements~~

~~Implementation Costs Incurred in Cloud Computing Arrangements.~~ ~~In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract~~.” ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.improve consistent application among reporting entities. In the first quarter of fiscal ~~2020,~~2021, the Company adopted ASU No. ~~2018-15~~2019-12 on a prospective ~~basis for implementation costs for new or existing arrangements incurred on or after the adoption date.~~basis. The adoption of ASU No. ~~2018-15 did not have a material impact on the Company’s condensed consolidated financial statements.~~

~~Credit Losses.~~ ~~In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~,” which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an 'incurred loss' method to an 'expected loss' method. The amended guidance requires the measurement of expected credit losses to be based on relevant information, including historical experience, current conditions, and a reasonable and supportable forecast that affects the collectability of the related financial asset. The adoption of ASU No. 2016-13 in the first quarter of fiscal 20202019-12 did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Reference Rate Reform. In ~~March 2020,~~January 2021, the FASB issued ASU No. ~~2020-04,~~2021-01, “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. Unlike other topics, the provisions of this update are only available until December 31, 2022, by which time the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures and has yet to elect an adoption date.

~~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. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

2. ~~Revenues~~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

Under Accounting Standards Codification (“ASC”) 606,Revenue from Contracts with Customers, 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 iswas not ~~currently~~yet ready for physical transfer to ~~the customer.~~

~~Table of Contents~~customers.

Contract liabilities within the Condensed Consolidated Balance Sheets as of April 1, 2021 and December 31, 2020 primarily consisted of deferred revenue as well as amounts in accrued expenses and other current liabilities related to the Pro Premier loyalty program and unredeemed gift cards. As of April 1, 2021, contract liabilities totaled $32.4 million and included $15.7 million of deferred revenue, $13.9 million of loyalty program liabilities, and $2.8 million of unredeemed gift cards. As of December 31, 2020, contract liabilities totaled $24.8 million and included $10.1 million of deferred revenue, $12.1 million of loyalty program liabilities, and $2.6 million of unredeemed gift cards. Of the contract liabilities outstanding as of December 31, 2020, approximately $8.0 million was recognized in revenue during the thirteen weeks ended April 1, 2021.

Disaggregated Revenue

The Company has 1 operating segment and 1 reportable segment. The following table presents the net sales of each major product category (in thousands):


		Thirteen Weeks Ended
		June 25, 2020						June 27, 2019
											Thirteen Weeks Ended
											April 1, 2021				March 26, 2020 (1)
Product Category	Product Category	Net Sales		% of Net Sales		Net Sales		% of Net Sales		Product Category	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Tile	Tile	$	118,981	26	%	$	136,319	26	%	Tile	$	189,436	24	%	$	134,912	24	%
Laminate / luxury vinyl plank	Laminate / luxury vinyl plank	105,427		23		108,218		21		Laminate / luxury vinyl plank	186,035		24		124,994		23
Decorative accessories / wall tile(1)	Decorative accessories / wall tile(1)	87,547		19		97,594		19		Decorative accessories / wall tile(1)	157,374		20		111,047		20
Installation materials and tools	Installation materials and tools	73,213		16		88,592		17		Installation materials and tools	130,601		17		94,576		17
Wood	Wood	41,901		9		52,762		10		Wood	62,131		8		48,995		9
Natural stone	Natural stone	30,319		6		32,903		6		Natural stone	49,251		6		34,877		6
Other (1)		4,964		1		3,923		1
Adjacent categories (1)										Adjacent categories (1)	12,236		2		2,550		0
Other (2)										Other (2)	(4,527)		(1)		2,986		1
Total	Total	$	462,352	100	%	$	520,311	100	%	Total	$	782,537	100	%	$	554,937	100	%

Twenty-six Weeks Ended
June 25, 2020 June 27, 2019
Product Category Net Sales % of Net Sales Net Sales % of Net Sales
Tile $ 253,893 25 % $ 261,629 26 %
Laminate / luxury vinyl plank 230,421 23 205,720 21
Decorative accessories / wall tile 201,144 20 192,034 19
Installation materials and tools 167,789 16 168,301 17
Wood 90,896 9 101,992 10
Natural stone 65,196 6 63,790 6
Other (1) 7,950 1 3,895 1
Total $ 1,017,289 100 % $ 997,361 100 %

Table of Contents

(1) To conform to the current period presentation, the presentation of revenue by product category for the thirteen weeks ended March 26, 2020 has been updated within this table to provide disclosure of adjacent categories, which primarily includes bathroom and kitchen products and accessories, as a separate category. In prior periods, adjacent categories revenue was included as a component of the decorative accessories / wall tile product category.

(2) Other includes delivery and sample revenue ~~less~~and adjustments for deferred revenue, sales returns reserves, customer rewards under our Pro Premier Loyalty program, and other revenue related adjustments that are not allocated on a product-level basis.

~~Table of Contents~~

3. Debt

The following table summarizes the Company's long-term debt as of ~~June 25, 2020~~April 1, 2021 and December ~~26, 2019:~~31, 2020:


in thousands	in thousands	June 25, 2020		December 26, 2019		in thousands	Maturity Date	Interest Rate per Annum at April 1, 2021		April 1, 2021		December 31, 2020
Credit Facilities:	Credit Facilities:					Credit Facilities:
UBS Facility Term Loan B	UBS Facility Term Loan B	$	144,263	$	145,500	UBS Facility Term Loan B	February 14, 2027	2.12%	Variable	$	207,653	$	143,179
UBS Facility Term Loan B-1	UBS Facility Term Loan B-1	75,000		—		UBS Facility Term Loan B-1	February 14, 2027	n/a		0		74,625
Wells Facility Revolving Line of Credit	Wells Facility Revolving Line of Credit	—		—		Wells Facility Revolving Line of Credit	February 14, 2025	3.50%	Variable	0		0
Total secured debt at par value	Total secured debt at par value	219,263		145,500		Total secured debt at par value				207,653		217,804
Less: current maturities						Less: current maturities				2,103		1,647
Long-term debt maturities						Long-term debt maturities				205,550		216,157
Less: unamortized discount and debt issuance costs	Less: unamortized discount and debt issuance costs	9,728		2,894		Less: unamortized discount and debt issuance costs				10,004		9,000
Net carrying amount		209,535		142,606
Less: current maturities		2,558		—
Total long-term debt	Total long-term debt	$	206,977	$	142,606	Total long-term debt				$	195,546	$	207,157
Total debt at fair value	Total debt at fair value	$	203,915	$	145,136	Total debt at fair value				$	205,057	$	215,626

n/a - not applicable

Market risk associated with the Company's fixed and variable rate 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 is based primarily on the Company's estimates of interest rates, maturities, credit risk, and underlying collateral and is classified as Level 3 within the fair value hierarchy.

The following table summarizes scheduled maturities of the Company’s debt, including current maturities, as of ~~June 25, 2020:~~April 1, 2021:


in thousands	in thousands	Amount		in thousands	Amount
Twenty-seven weeks ending December 31, 2020		$	1,460
2021		1,647
Thirty-nine weeks ending December 30, 2021				Thirty-nine weeks ending December 30, 2021	$	1,577
2022	2022	2,196		2022	2,103
2023	2023	2,196		2023	2,103
2024	2024	2,196		2024	2,103
2025				2025	2,103
Thereafter ~~(1)~~	Thereafter ~~(1)~~	209,568		Thereafter ~~(1)~~	197,664
Total minimum debt payments	Total minimum debt payments	$	219,263	Total minimum debt payments	$	207,653

~~(1)Thereafter maturities~~Components of interest expense are ~~comprised of$137.8 million due under~~as follows for the ~~term loan B facility and $71.8 million due under the term loan B-1 facility through February 14, 2027.~~periods presented:


in thousands	April 1, 2021		March 26, 2020
Total interest costs	$	1,969	$	2,034
Interest capitalized	581		227
Interest expense, net	$	1,388	$	1,807

119

Table of Contents

~~Credit Facility Amendments~~

Term Loan Facility

On February ~~14, 2020, the Company~~9, 2021 (the "Effective Date"), Outlets entered into a ~~repricing and third~~fifth amendment to the credit agreement governing its senior secured term loan facility ~~(the~~(as amended, the "Term Loan Facility") ~~which,~~. The fifth amendment provided for, among other things, ~~(a) refinanced~~a supplemental term loan in the ~~existing~~aggregate principal amount of $65.0 million (the "Supplemental Term Loan Facility") that increased the term loan B facility. The Supplemental Term Loan Facility has the same maturity date (February 14, 2027) and terms as the term loan B facility, ~~with~~except that voluntary prepayments made within six months after the Effective Date are subject to a ~~new term loan B facility in the same aggregate principal amount~~1% soft call prepayment premium. The other terms of approximately $144.6 million, and (b) extended the stated maturity date under the Term Loan Facility to February 14, 2027. The Term Loan Facility also includes an “accordion” feature that allows the Company, under certain circumstances, to increase the size of the Term Loan Facility by an amount up to the greater of $270.0 million or 100.0% of Consolidated EBITDA (as defined in the Term Loan Facility), plus additional amounts (x) if such increase is secured on a pari passu basis with the loans under the Term Loan Facility ~~up to a Consolidated First Lien Leverage Ratio (as defined in~~remain unchanged, including the Term Loan Facility) of 2.50:1.00, (y) if such increase is secured on a junior basis with the loans under the Term Loan Facility, up to a Consolidated Secured Leverage Ratio (as defined in the Term Loan Facility) of 3.50:1.00 and (z) if such increase is unsecured, up to a Consolidated Total Leverage Ratio (as defined in the Term Loan Facility) of 3.50:1.00, subject to certain additional adjustments, which, under certain circumstances, allowapplicable margin for ~~a Consolidated Total Leverage Ratio of up to 4.50:1.00.~~

~~The third amendment to the Term Loan Facility also amended the margin applied to~~ loans under the term loan B facility. The proceeds of the Supplemental Term Loan Facility, together with cash on hand, were used to (i) repay the $75.0 million term loan B-1 facility toand (ii) pay fees and expenses incurred in connection with the Supplemental Term Loan Facility.

The Term Loan Facility (including loans under the Supplemental Term Loan Facility) provides a margin for loans of: (x) in the case of ABR Loans (as defined in the Term Loan Facility)~~, from 1.75% or 1.50% per annum (based on credit rating tests) to~~ 1.00% per annum (subject ~~to satisfying a leverage ratio test and subject~~ to a leverage-based step-up to 1.25% if ~~such~~Outlets exceeds certain leverage ratio ~~test is exceeded)~~tests), and (y) in the case of Eurodollar Loans (as defined in the Term Loan Facility)~~, from 2.75% or 2.50% per annum (based on credit rating tests) to~~ 2.00% per annum (subject ~~to satisfying a leverage ratio test and subject~~ to a leverage-based step-up to 2.25% if ~~such~~Outlets exceeds certain leverage ratio ~~test is exceeded) (subject to~~tests and a 0.00% floor on Eurodollar Loans). ~~The material terms of the Term Loan Facility were otherwise unchanged.~~

On May 18, 2020, to provide additional liquidity in response to the business uncertainties resulting from the evolving COVID-19 pandemic, the Company entered into a fourth amendment to the Term Loan Facility that, among other things, (a) provides for a ~~new incremental term loan facility in an aggregate principal amount of $75.0 million with a maturity date of February 14, 2027 (the “term loan B-1~~ ~~facility”). The Company received net proceeds of~~ ~~$70.5 million~~ ~~from the term loan B-1 facility after deducting a~~ ~~$4.1 million~~ ~~original issuance discount and~~ ~~$0.3 million~~ ~~of debt issuance costs to third parties. The Company intends to use the net proceeds to support its growth plans and for general corporate purposes. The~~ ~~term loan B-1 facility is a separate tranche from the Company's existing term loan B facility. The terms of loans under the term loan B facility remain unchanged.~~

The Term Loan Facility provides a margin for loans under the term loan B-1 facility of (x) in the case of ABR Loans (as defined in the Term Loan Facility), 3.00% per annum, and (y) in the case of Eurodollar Loans (as defined in the Term Loan Facility), 4.00% per annum (subject to a 1.00% floor on Eurodollar Loans). At June 25, 2020, the applicable interest rate for borrowings was 2.2% for the term loan B facility and 5.0% for the term loan B-1 facility.

All obligations under the Term Loan Facility (including loans under the Supplemental Term Loan Facility) are secured by (1) a first-priority security interest in substantially all of the property and assets of Outlets and the other guarantors under the Term Loan Facility, with certain exceptions, and (2) a second-priority security interest in the collateral securing the revolving credit ~~facility.~~

~~Gain on Debt Extinguishment~~facility ("ABL Facility").

~~During the second quarter of fiscal 2020, the~~The Company evaluated the ~~fourth~~fifth amendment to the Term Loan Facility in accordance with ASC 470-50, "Debt ~~- Modifications and Extinguishments~~,~~" on a lender-by-lender basis~~ and determined that the ~~incremental~~amendment resulted in a debt modification that was not an extinguishment. Therefore, 0 loss on debt extinguishment was recognized. The Company incurred costs of $1.6 million in connection with the refinancing which were comprised of (i) $1.4 million of fees to creditors that were accounted for as debt issuance costs and are amortizing to interest expense over the term ~~loan borrowing was provided entirely by one lender and its affiliates. As this lender held a portion~~ of the ~~existing~~ Term Loan Facility ~~debt,~~using the ~~Company performed~~interest method and (ii) $0.2 million of professional fees to other third parties that were expensed during the ~~10% cash flow test pursuant to ASC 470-50-40-10~~thirteen week period ended April 1, 2021 and ~~concluded that the results exceeded the 10% threshold. As a result, the Company accounted for this transaction as a partial extinguishment~~included in general and ~~derecognized the existing debt held by this lender and recorded the new debt at fair value. Based~~administrative expense on the ~~difference between the reacquisition price~~consolidated statements of operations and carrying amount of debt, the Company recognized a $1.0 million gain on early extinguishment of debt, which included the original issuance discount of $4.1 million and $0.5 million of unamortized debt issuance costs related to the extinguished debt as part of the calculation.comprehensive income.

~~Table of Contents~~

ABL Facility

On February 14, 2020, the Company also entered into a repricing and general amendment to the credit agreement governing its revolving credit facility (as amended, the “ABL Facility”) that, among other things, (a) increased its revolving commitments to a total aggregate principal amount of $400.0 million, and (b) extended the stated maturity date under the ABL Facility to February 14, 2025. The ABL Facility also includes an “accordion” feature that allows the Company under certain circumstances, to increase the size of the facility by an amount up to $100.0 million, or such higher amount as may be agreed to by the Required Lenders (as defined in the ABL Facility).

The amendment to the ABL Facility also amended the margin applied to loans and letters of credit to (x) in the case of Base Rate Loans (as defined in the ABL Facility), from 0.25% or 0.50% per annum (based on availability) to a flat rate of 0.25% per annum, (y) in the case of LIBO Rate Loans (as defined in the ABL Facility) and letter of credit fees for standby letters of credit, from 1.25% or 1.50% per annum (based on availability) to a flat rate of 1.25% per annum (subject to a 0.00% floor on LIBO Rate Loans) and (z) in the case of letter of credit fees for commercial letters of credit, from 0.75% or 1.00% per annum (based on availability) to a flat rate of 0.75% per annum. The material terms of the ABL Facility were otherwise unchanged.

As of ~~June 25, 2020,~~April 1, 2021, the Company's ABL Facility had a maximum availability of $400.0 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 applicable appraisal percentage, 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 ABL Facility). The ABL Facility is available for issuance of letters of credit and contains a sublimit of $50.0 million for standby letters of credit and commercial letters of credit combined. Available borrowings under the facility are reduced by the face amount of outstanding letters of credit.

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.

Net availability under the ABL Facility, as reduced by outstanding letters of credit of ~~$20.3~~$21.3 million, was ~~$362.1~~$370.5 million based on financial data as of ~~June 25, 2020.~~April 1, 2021.

Covenants

The credit agreements governing the Term Loan Facility and ABL Facility contain customary restrictive covenants, ~~that,~~which, among other things and with certain exceptions, limit the Company’s ability to (i) incur additional indebtedness and liens in connection with such indebtedness, (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 the Company to certain reporting obligations and require that the Company satisfy certain financial covenants, including, among other things, a requirement that if borrowings under the ABL Facility exceed 90% of availability, the Company 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 ABL Facility).

Table of Contents

The Term Loan Facility has no financial maintenance covenants. The Company is currently in compliance with all material covenants under the credit agreements.

4. Income Taxes

Effective tax rates for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020 ~~and June 27, 2019~~ were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within each period. The Company’s effective income tax rate was ~~(61.6)%~~19.8% and 17.4% for the thirteen weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020, and 0.2% for the thirteen weeks ended June 27, 2019. The Company’s effective income tax rate was (6.8)% for the twenty-six weeks ended June 25, 2020 and 7.7% for the twenty-six weeks ended June 27, 2019.respectively. For each period, the effective income tax rate was lower than the statutory federal income tax rate of 21.0% primarily due to the recognition of income tax benefits from tax deductions in excess of book expense related to stock option exercises and other discrete items. ~~Additionally, the thirteen and twenty-six weeks ended June 25, 2020 included income tax benefits resulting from the enactment of the CARES Act.~~

~~Table of Contents~~

The Company recognizes discrete expense for loss contingencies related to uncertain tax positions, including estimated interest and penalties. The Company recognized 0 expense related to uncertain tax positions during the thirteen weeks ended ~~June 25, 2020 and $0.1 million during the thirteen weeks ended June 27, 2019. The Company recognized $2.6 million and $0.1~~April 1, 2021 compared with $2.2 million of such expense during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020 and June 27, 2019, respectively.~~March 26, 2020.

The Company accounts for income taxes under the asset and 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 or not a valuation allowance must be established.

The Company accounts for uncertain tax positions in accordance with ASC ~~740.~~740, Income Taxes. 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 50 percent likelihood of being realized upon ultimate settlement. In 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. The amounts recognized for uncertain tax positions require that management make estimates and judgments based on provisions of the tax law, which may be subject to change or varying interpretations. The Company includes estimated interest and penalties related to uncertain tax position accruals within accrued expenses and other current liabilities in the ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets and within income tax expense in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations and ~~comprehensive income.~~Comprehensive Income.

Coronavirus Aid, Relief, and Economic Security Act (CARES Act)

The ~~CARES~~Coronavirus Aid, Relief, and Economic Security Act ~~includes,~~(the “CARES Act”) provides for, among other things, income tax provisions allowing for the temporary five-year carryback of net operating losses generated in 2018, 2019, and 2020, temporary modifications to the limitations placed on interest deductions, and technical corrections of tax depreciation methods for qualified improvement property ("QIP"), which changes 39-year property to 15-year property eligible for 100% tax bonus depreciation. In addition, the CARES Act includes provisions such as the temporary deferral of the employer portion of social security taxes incurred through the end of calendar 2020 and an employee retention credit for 50% of wages and health benefits paid to employees not providing services due to the COVID-19 pandemic. ~~The Company has made estimates of~~In December 2020, the ~~effect~~Consolidated Appropriations Act, 2021 was signed into law and generally extended and expanded the availability of the CARES Act employee retention credit through June 30, 2021. Subsequently, the American Rescue Plan Act of 2021, enacted in March 2021, generally extended and ~~will adjust estimates, if needed, as new legislation or guidance becomes available.~~

~~As a result~~expanded the availability of ~~the faster tax depreciation methods allowed under~~ the CARES Act for QIP and the retroactive application of those methods for QIP placed in service during fiscal 2018 and 2019, the Company incurred a fiscal 2019 net operating loss for federal income tax purposes that it expects to carry back to prior years during which the federal tax rate was 35%, resulting in a $7.7 million income tax benefit during the thirteen and twenty-six weeks ended June 25, 2020. The Company expects to receive an estimated $28.4 million of cash refunds in fiscal 2020 related to the accelerated QIP depreciation and the carry back of the fiscal 2019 net operating loss. Furthermore, the Company expects the changes to QIP depreciation to result in reductions to estimated income tax payments for fiscal 2020.employee retention credit through December 31, 2021.

As of ~~June 25, 2020,~~April 1, 2021, the Company has deferred ~~$3.1~~$12.1 million of employer social security taxes under the CARES Act, of which 50% are required to be deposited by December 2021 and the remaining 50% by December 2022. Of the deferred employer social security taxes outstanding as of April 1, 2021, approximately $6.1 million is included in accrued expenses and other current liabilities and $6.0 million is included in other liabilities within the Condensed Consolidated Balance Sheets.

~~In addition, the~~The Company ~~recorded a credit of $1.1~~recognized $0.7 million related to employee retention credits ~~made available under the CARES Act~~ during the thirteen ~~and twenty-six~~ weeks ended ~~June 25, 2020, of which $0.9 million was recognized~~April 1, 2021 as an offset to selling and store operating expenses ~~and $0.2 million was recognized as an offset to general and administrative expenses~~ within the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations and ~~comprehensive income.~~Comprehensive Income.

1411

Table of Contents

5. Commitments and Contingencies

Lease Commitments

The Company accounts for leases in accordance with ASC 842, Leases. The majority of ~~our~~the Company's long-term operating lease agreements are for ~~our~~its corporate office, retail locations, and distribution centers, which expire in various years through ~~2041.~~2046. Most of these agreements are retail leases wherein both the land and building are leased. For a small number of retail locations, the Company has ground leases in which only the land is leased. The initial lease terms for the Company's corporate office, retail, and distribution center facilities range from 10-20 years. The majority of ~~our building~~the Company's retail and ground 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.

When readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of ~~our~~the Company's leases do not provide a readily determinable implicit rate. If the rate implicit in the lease is not readily determinable, we use a third party to assist in the determination of a secured incremental borrowing rate, determined on a collateralized basis, to 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 ~~June 25,~~April 1, 2021 and March 26, 2020, ~~and June 27, 2019, our~~the Company's weighted average discount rate was 5.3% and ~~5.5%~~5.2%, ~~respectively. As of June 25, 2020~~respectively, and ~~June 27, 2019, our~~the Company's weighted average remaining lease term was 10approximately 11 years and 910 years, respectively.

Lease Costs

The table below presents components of lease expense for operating leases.

Thirteen Weeks Ended Twenty-six Weeks Ended
in thousands Classification June 25, 2020 June 27, 2019 June 25, 2020 June 27, 2019
Operating lease cost (1) Selling and store operating $ 34,221 $ 28,914 $ 68,037 $ 54,929
Sublease income Selling and store operating (597) (606) (1,194) (1,229)
Total lease cost $ 33,624 $ 28,308 $ 66,843 $ 53,700


		Thirteen Weeks Ended
in thousands	Classification	April 1, 2021		March 26, 2020 (3)
Fixed operating lease cost:	Selling and store operating	$	28,768	$	24,933
	Cost of sales	5,660		5,674
	Pre-opening	1,635		2,191
	General and administrative	1,029		1,018
Total fixed operating lease cost		$	37,092	$	33,816

Variable lease cost (1):	Selling and store operating	$	9,776	$	7,938
	Cost of sales	1,408		1,084
	Pre-opening	68		84
	General and administrative	22		27
Total variable lease cost		$	11,274	$	9,133

Sublease income	Cost of sales	(597)		(597)

Total operating lease cost (2)		$	47,769	$	42,352

(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 thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020.

(3) To conform to the current period presentation, the presentation of the components of operating lease expense for the thirteen weeks ended March 26, 2020 has been updated within this table to provide disclosure of variable lease costs and ~~June 27, 2019.~~additional information related to the classification of operating leases within the Condensed Consolidated Statements of Operations and Comprehensive Income.

Table of Contents

Undiscounted Cash Flows

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of ~~June 25, 2020~~April 1, 2021 were as follows:


in thousands	in thousands	Amount		in thousands	Amount
Twenty-seven weeks ending December 31, 2020		$	132,231
2021		138,060
Thirty-nine weeks ending December 30, 2021				Thirty-nine weeks ending December 30, 2021	$	136,002
2022	2022	129,040		2022	141,430
2023	2023	126,399		2023	140,051
2024	2024	123,096		2024	137,182
2025				2025	128,248
Thereafter	Thereafter	656,948		Thereafter	748,306
Total minimum lease payments (2)		$	1,305,774
Total minimum lease payments (1) (2)				Total minimum lease payments (1) (2)	$	1,431,219
Less: amount of lease payments representing interest	Less: amount of lease payments representing interest	318,605		Less: amount of lease payments representing interest	376,993
Present value of future minimum lease payments	Present value of future minimum lease payments	987,169		Present value of future minimum lease payments	1,054,226
Less: current obligations under leases	Less: current obligations under leases	90,543		Less: current obligations under leases	79,041
Long-term lease obligations	Long-term lease obligations	$	896,626	Long-term lease obligations	$	975,185

~~(2)~~(1) Future lease payments exclude approximately ~~$72.1~~$108.0 million of legally binding minimum lease payments for operating leases signed but not yet commenced.

(2) Operating lease payments include $67.6 million related to options to extend lease terms that are reasonably certain of being exercised.

For the ~~twenty-six~~thirteen weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020, ~~and June 27, 2019,~~ cash paid for operating leases was ~~$59.9~~$50.9 million and ~~$52.4~~$32.9 million, respectively.

~~Table of Contents~~

Litigation

~~On May 20, 2019, an alleged stockholder of the Company filed a putative class action lawsuit,~~ ~~Taylor v. Floor & Decor Holdings, Inc., et al.~~, No. 1:19-cv-02270-SCJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our officers, directors and stockholders. On August 14, 2019, the Court named a lead plaintiff, and the case was re-captioned ~~In re Floor & Decor Holdings, Inc. Securities Litigation~~, No. 1:19-cv-02270-SCJ (N.D. Ga.). The operative complaint alleges certain violations of federal securities laws based on, among other things, purported materially false and misleading statements and omissions allegedly made by the Company between May 23, 2018 and August 1, 2018 and seeks class certification, unspecified monetary damages, costs and attorneys’ fees and equitable relief. The Company denies the material allegations and has moved to dismiss the lawsuit.

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. 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 ~~pending~~described in ~~the United States District Court for the Northern District of Georgia, described above.~~our Annual Report on Form 10-K. The complaint seeks unspecified damages and restitution for the Company from the individual defendants and the payment of costs and attorneys’ fees. The time for the defendants to respond to the complaint has not yet expired.

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, we are 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.

~~We are~~The Company is also subject to various other legal actions, claims and proceedings arising in the ordinary course of business, which may include claims related to general liability, workers’ compensation, product liability, intellectual property and employment-related matters resulting from ~~our~~its business activities. As with most actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. ~~We establish~~The Company establishes reserves for specific legal proceedings when ~~we determine~~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 ~~our~~the Company's consolidated financial position, cash flows, or results of operations, however regardless of the outcome, litigation can have an adverse impact on usthe Company because of defense and settlement costs, diversion of management resources, and other factors.

Table of Contents

6. Stock-based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation- Stock Compensation, 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. Stock-based compensation expense for the ~~twenty-six~~thirteen weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020 ~~and June 27, 2019~~ was ~~$7.1~~$4.7 million and ~~$4.4~~$2.9 million, respectively, and was included in general and administrative expenses onwithin the Company’s ~~condensed consolidated statement~~Condensed Consolidated Statements of ~~operations~~Operations and ~~comprehensive income.~~Comprehensive Income.

Stock Options

Stock options are granted with an exercise price greater than or equal to the fair market value on the date of 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 one year to five years. The stock options granted to eligible employees during the ~~twenty-six week period~~thirteen weeks ended ~~June 25, 2020~~April 1, 2021 vest in four ratable annual installments on each of the first four anniversaries of the grant date, subject to the grantee’s continued service through the applicable vesting date. Stock option ~~activity during the twenty-six weeks ended June 25, 2020 was as follows:~~

Options Weighted Average Exercise Price
Outstanding at December 27, 2019 6,037,079 $ 13.64
Granted 278,499 57.22
Exercised (1,291,255) 6.71
Forfeited or expired (91,618) 23.00
Outstanding at June 25, 2020 4,932,705 $ 17.74
Vested and exercisable at June 25, 2020 2,746,188 $ 10.39

~~Table of Contents~~grants are generally subject to forfeiture if employment terminates prior to vesting.

The ~~Company estimated the~~ fair value of stock option ~~grants~~awards granted during the thirteen weeks ended April 1, 2021 was estimated using the Black-Scholes-Merton option pricing model with the following ~~weighted average assumptions during the period:~~weighted-average assumptions:


	~~Twenty-six Weeks Ended~~
	~~June 25, 2020~~
~~Risk-free interest rate~~	~~1.22~~	%
~~Expected volatility~~	~~38.7~~	%
~~Expected life (in years)~~	~~5.75~~
~~Dividend yield~~	—	%


	Thirteen Weeks Ended
	April 1, 2021
Weighted average fair value per stock option	$	41.75
Risk-free interest rate	0.8%
Expected volatility	48.1%
Expected life (in years)	5.4
Dividend yield	0%

The Company determines the grant date fair value of stock options with assistance from a third-party valuation specialist. 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. The Company considers various factors in determining the appropriateness of the public entities used in determining expected volatility, including the entity's life cycle stage, industry, growth profile, size, financial leverage, and products offered. To determine the expected life of the options granted, the Company relied 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 risk-free interest rate is based on the term structure of interest rates at the time of the option grant.

The ~~weighted average grant date fair value of~~table below summarizes stock ~~options granted during~~option activity for the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020 was $21.70.~~ April 1, 2021:


	Options	Weighted Average Exercise Price
Outstanding at January 1, 2021	3,740,604	$	20.72
Granted	66,505	95.68
Exercised	(195,073)	12.22
Forfeited or expired	(15,635)	44.20
Outstanding at April 1, 2021	3,596,401	$	22.47
Vested and exercisable at April 1, 2021	1,996,497	$	15.03

Table of Contents

The ~~Company’s~~ total unrecognized compensation cost related to stock options as of ~~June 25,~~April 1, 2021 and December 31, 2020, was ~~$20,195 thousand, which~~$16.4 million and $16.0 million, respectively. The unrecognized compensation cost remaining as of April 1, 2021 is expected to be recognized over a weighted average period of ~~2.6~~2.4 years.

Restricted Stock Units

During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020,~~April 1, 2021, the Company granted restricted stock units to certain employees that represent an unfunded, unsecured right to receive a share of the Company’s Class A common stock upon vesting. These awards vest in four ratable annual installments on each of the first four anniversaries of the grant date, subject to the grantee’s continued service through the applicable vesting date. The fair value of the restricted stock units was determined based on the closing price of the Company’s Class A common stock on the date of grant.

The following table summarizes restricted stock unit activity during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020:~~April 1, 2021:


			Restricted Stock Units
Unvested at ~~December 27, 2019~~January 1, 2021			—128,220
Granted			~~114,440~~100,799
Vested			— (25,349)
Forfeited			~~(2,060)~~(2,556)
Unvested at ~~June 25, 2020~~April 1, 2021			~~112,380~~201,114

The ~~weighted average grant date fair value of the restricted stock units granted during the twenty-six weeks ended June 25, 2020 was $56.76. The Company’s~~ total unrecognized compensation cost related to restricted stock units as of ~~June 25,~~April 1, 2021 and December 31, 2020 was ~~$5,852 thousand, which~~$15.0 million and $6.2 million, respectively. The unrecognized compensation cost remaining as of April 1, 2021 is expected to be recognized over a weighted average period of ~~3.7~~3.5 years.

Restricted Stock Awards

During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020,~~April 1, 2021, the Company issued service-based restricted stock awards to certain executive officers and non-employee directors comprised of performance-based restricted stock, total shareholder return (“TSR”) awards, and service-based restricted stock. The performance-based restricted stock cliff vest based on (i) the Company's achievement of predetermined financial metrics at the end of a ~~three~~ ~~year performance period and (ii)~~that are subject to the grantee’s continued service through the applicable vesting date. ~~The TSR~~Service-based restricted stock awards granted during the period to executive officers vest in four ratable annual installments on each of the first four anniversaries of the grant date, while such awards granted to non-employee directors during the period cliff vest ~~based~~ on ~~(i)~~ the ~~Company's relative TSR compared to a specified peer group, with no vesting unless the Company’s TSR exceeds the median of the specified peer group and (ii)~~first anniversary from the grant ~~recipient continues service through the vesting~~ date.

~~Table of Contents~~

The following table summarizes restricted stock award activity during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020:~~April 1, 2021:


		Restricted Stock Awards						Restricted Stock Awards
		Service-based	Performance-based	TSR		Service-based	Performance-based	Total Stock Return (TSR)
Unvested at December 27, 2019		37,032	—	—
Unvested at January 1, 2021					Unvested at January 1, 2021	131,844	160,315	104,456
Granted	Granted	102,931	160,315	104,456	Granted	27,465	0	0
Vested	Vested	(3,870)	—	—	Vested	(10,459)	0	0
Forfeited	Forfeited	—	—	—	Forfeited	(2,508)	0	0
Unvested at June 25, 2020		136,093	160,315	104,456
Unvested at April 1, 2021					Unvested at April 1, 2021	146,342	160,315	104,456

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 TSR 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. ~~The weighted average grant date fair value of the respective awards granted during the twenty-six weeks ended June 25, 2020 was $53.85.~~ As of ~~June 25,~~April 1, 2021 and December 31, 2020, total unrecognized compensation cost related to unvested restricted stock awards was ~~$18,457 thousand, which~~$15.7 million and $15.2 million, respectively. The unrecognized compensation cost remaining as of April 1, 2021 is expected to be recognized over a weighted average period of ~~3.1~~2.5 years.

Table of Contents

7. Earnings Per Share

Net Income per Common Share

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.

The following table shows the computation of basic and diluted earnings per share:


		Thirteen Weeks Ended						Twenty-six Weeks Ended
											Thirteen Weeks Ended
in thousands, except per share data	in thousands, except per share data	June 25, 2020		June 27, 2019		June 25, 2020		June 27, 2019		in thousands, except per share data	April 1, 2021		March 26, 2020
Net income	Net income	$	32,004	$	43,596	$	69,067	$	74,316	Net income	$	75,796	$	37,063
Basic weighted average shares outstanding	Basic weighted average shares outstanding	102,114		98,642		101,872		98,214		Basic weighted average shares outstanding	104,073		101,629
Dilutive effect of share-based awards	Dilutive effect of share-based awards	3,352		6,198		3,604		6,392		Dilutive effect of share-based awards	3,026		3,881
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	105,466		104,840		105,476		104,606		Diluted weighted average shares outstanding	107,099		105,510
Basic earnings per share	Basic earnings per share	$	0.31	$	0.44	$	0.68	$	0.76	Basic earnings per share	$	0.73	$	0.36
Diluted earnings per share	Diluted earnings per share	$	0.30	$	0.42	$	0.65	$	0.71	Diluted earnings per share	$	0.71	$	0.35

The following ~~share-based awards have been~~potentially dilutive securities were excluded from the computation of ~~dilutive~~diluted earnings per share ~~because~~as a result of their ~~effect would be anti-dilutive:~~anti-dilutive effect:


		Thirteen Weeks Ended			Twenty-six Weeks Ended
							Thirteen Weeks Ended
in thousands	in thousands	June 25, 2020	June 27, 2019	June 25, 2020	June 27, 2019	in thousands	April 1, 2021	March 26, 2020
Stock options	Stock options	591	1,011	599	1,003	Stock options	81	590
Restricted stock	Restricted stock	260	—	260	—	Restricted stock	18	284
Restricted stock units	Restricted stock units	106	—	106	—	Restricted stock units	100	108

1816

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of our operations should be read together with the financial statements and related notes of Floor & Decor Holdings, Inc. and Subsidiaries included in Item 1 of this quarterly report on Form 10-Q (this “Quarterly Report”) and with our audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December ~~26, 2019~~31, 2020 and filed with the Securities and Exchange Commission (the “SEC”) on February ~~20, 2020~~25, 2021 (the “Annual Report”). As used in this Quarterly Report, except where the context otherwise requires or where otherwise indicated, the terms “Floor & Decor,” “Company,” “we,” “our” or “us” refer to Floor & Decor Holdings, Inc. and its subsidiaries.

Forward-Looking Statements

The discussion in this Quarterly Report, including under this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and Item 1A, “Risk Factors” of Part II, contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding the Company’s future operating results and financial position, business strategy and plans, objectives of management for future operations, and the impact of the coronavirus (COVID-19) pandemic, 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. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “could,” “seeks,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “budget,” “potential” or “continue” or the negative of these terms or other similar expressions.

The forward-looking statements contained in this Quarterly Report are only predictions. Although we believe that the expectations reflected in the forward-looking statements in this Quarterly 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 Quarterly Report, including, without limitation, those factors described in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and Item 1A, “Risk Factors” of Part II. 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,~~market; including as a result of the COVID-19 pandemic;

•an economic recession or depression, including as a result of the COVID-19 pandemic;

•the inability to staff our stores sufficiently, including for reasons due to the COVID-19 pandemic and other impacts of the COVID-19 pandemic;

•~~the impacts of the~~a pandemic, such as COVID-19, ~~pandemic~~ or ~~any~~other natural disaster or unexpected event, and its impacts on our suppliers, customers, employees, lenders, operations, including ~~any impacts~~our ability to operate our distribution centers and stores or on the credit markets ~~our lenders, us, our operations,~~ or our future financial ~~or operational~~and operating results;

•~~the resignation, incapacitation or death of any key personnel;~~

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

•~~competition from other stores and internet-based competition;~~supply chain, including carrier capacity constraints or higher shipping prices;

•our failure to ~~execute our business strategy effectively~~successfully anticipate consumer preferences and ~~deliver value to our customers;~~demand;

•our inability to manage our growth;

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

•geopolitical risks that impact our ability to import from foreign suppliers;

•our dependence on foreign imports for the products we sell, which may include the impact of tariffs and other duties;

•suppliers may sell similar or identical products to our competitors;

•competition from other stores and internet-based competition;

•any disruption in our distribution capabilities, including from difficulties operating our distribution centers;

Table of Contents

•fluctuations in commodity, material, transportation and energy costs;

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

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

•our inability to find ~~train and retain key personnel;~~available locations for our stores on terms acceptable to us;

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

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

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

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

•~~our failure to successfully anticipate consumer preferences and demand;~~

~~Table~~the resignation, incapacitation or death of ~~Contents~~any key personnel;

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

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

•~~suppliers may sell similar or identical products to our competitors;~~

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

•~~our inability to manage our inventory obsolescence, shrinkage~~train and ~~damage;~~retain key personnel;

•fluctuations in material and energy costs; and

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

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 Quarterly 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.

Overview

Founded in 2000, Floor & Decor is a high growth, differentiated, multi-channel specialty retailer of hard surface flooring and related accessories with ~~125~~140 warehouse format stores across 3032 states as of ~~June 25, 2020.~~April 1, 2021. We believe that we offer the industry’s broadest in-stock assortment of tile, wood, laminate, vinyl, and natural stone flooring along with decorative and installation accessories and adjacent categories at everyday low prices positioning us as the ~~one stop~~one-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~~Do it Yourself customers (“DIY”), and customers who buy the products for professional ~~installation.~~installation (“Buy it Yourself” or “BIY”).

We operate on a 52- or 53-week fiscal year ending the Thursday on or preceding December 31. The following discussion contains references to the first ~~twenty-six~~thirteen weeks of fiscal ~~2020~~2021 and fiscal ~~2019,~~2020, which ended on ~~June 25,~~April 1, 2021 and March 26, 2020, ~~and June 27, 2019,~~ respectively.

During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020,~~April 1, 2021, we continued to make long-term key strategic investments, including:

•supporting our stores and distribution centers during this heightened period of sales, with particular emphasis on increasing staffing levels and working collaboratively throughout our supply chain to increase our in-stock inventory levels;

•opening ~~five~~seven new warehouse-format stores, ending the quarter with ~~125~~140 warehouse-format ~~stores;~~stores and two design studios;

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

•investing in our connected customer, in-store ~~and virtual~~ designer, ~~and Pro customer personnel~~ and customer relationship and store focused technology;

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

Table of Contents

•increasing proprietary credit offerings, including through our non-recourse Pro credit card; and

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

•investing in the protection of the health of our employees and customers, including temporarily implementing a curbside pickup model, shortening store operating hours, and implementing enhanced safety and sanitation measures in our stores.customers.

COVID-19 Update

The COVID-19 pandemic has had a material negative impact on our fiscal 2020 operations and financial results to date. Compared with the same periods a year ago, comparable store sales declined by 20.8% and 9.6% during the thirteen and twenty-six weeks ended June 25, 2020, respectively, leading to current period decreases in operating and net income. These declines in sales, operating income, and net income are due to operational disruptions caused by the COVID-19 pandemic.

~~In response to~~As the COVID-19 pandemic we took measures to protect the health and safety of our employees and customers, including temporarily limiting most of our stores to curbside services beginning in late March. Approximately half of the available selling days for our stores were under this curbside model during the second quarter ofcontinues into fiscal ~~2020, during which comparable store sales were down approximately 49.6% compared to the prior year period.~~

~~Table of Contents~~

Beginning in May and concluding in June, we implemented a phased approach to reopening stores for in-store shopping with enhanced safety and sanitation measures such as requiring associates to wear face masks, installing social distancing markers on floors and protective shields at cash registers, and regularly sanitizing shopping carts, pin pads, design desks, and other high-traffic areas. As of June 25, 2020, all of our stores have reopened to customers, and sales have recovered. For the approximately half of available selling days during the second quarter of fiscal 2020 in which customers were allowed in our stores, comparable store sales were up approximately 8.6% compared to the same period last year.

~~Despite the disruption caused by COVID-19,~~2021, we remain focused on ~~three~~five priorities while navigating through this period of volatility and uncertainty:

•First, protect the health and safety of our employees and ~~customers.~~customers through enhanced safety and sanitation measures at our stores, distribution centers, and store support center.

•Second, keep our brand strong and support all of our customers, including the numerous small businesses that rely upon us such as general contractors and flooring installers.

•Third, invest in store and distribution center staffing to support the heightened demand.

•Fourth, work with all our supply chain partners to increase our in-stock inventory positions.

•Fifth, position Floor & Decor to emerge strong from this event.

We are working hard to continue monitoring and quickly responding to ~~this situation,~~the ongoing impacts of the COVID-19 pandemic, including communicating often throughout the organization and adapting our operations to follow ~~rapidly~~ evolving federal, state, and local ordinances as well as health guidelines on mitigating the risk of COVID-19 transmission. We have teams in place monitoring ~~the rapidly~~this evolving situation and recommending risk mitigation ~~actions; we have implemented travel restrictions;~~actions, and we are encouraging social distancing practices.

We have also assessed and are implementing supply chain continuity plans. ~~There~~While to date there has been no material impact on supply for most of our sourced merchandise and our sales have remained strong as we continue to maintain a broad assortment of in-stock inventory, COVID-19-related labor shortages and supply chain disruptions continue to cause logistical challenges for us and the entire hard surface flooring industry. In particular, there is significant congestion at ports of entry to the United States, which is increasing the time and cost to ship goods to our stores and has resulted in a decrease in our in-stock levels for certain products. We are ~~also~~ working closely with our suppliers and transportation ~~partners.~~partners to mitigate the impact of these disruptions; however, future capacity shortages or shipping cost increases could have an adverse impact upon our business.

~~There~~In addition, while vaccines have become more widely available and an increasing portion of the U.S. population is being vaccinated, there remains substantial uncertainty regarding the potential duration and severity of the COVID-19 ~~pandemic. While we have reopened~~pandemic, including if or when “herd immunity” will be achieved and the public health restrictions imposed to slow the spread of the virus will be lifted entirely. There may also be future increases "waves" or variants of COVID-19 infections despite mass vaccination programs and other efforts to mitigate its spread. Although our stores are currently open to the public, we may face future closure requirements and other operational restrictions at some or all of our physical locations for prolonged periods of time ~~due to, among other factors, evolving~~if federal, state, and local authorities impose new and potentially more stringent ~~federal, state, and local~~ restrictions ~~including~~such as shelter-in-place orders. We also may face store closures due to staffing challenges, including if store and distribution center associates are in quarantine due to the COVID-19 pandemic. In addition, changes in consumer behavior due to financial, health, or other concerns may continue even after the COVID-19 pandemic and may reduce consumer demand for our products. In addition, some of the countries from which we source inventory and other necessary supplies are not vaccinating their populations as quickly or effectively as the U.S., which could constrain our ability to obtain inventory and other necessary supplies. As a result of these and other uncertainties, the full financial impact of the pandemic cannot be reasonably estimated at this time.

~~Coronavirus Aid, Relief, and Economic Security Act~~

As discussed in Note 4, “Income Taxes,” on March 27, 2020, the President of the United States signed into law the CARES Act. Based on our initial assessment of the CARES Act, we estimate the following benefits to the Company:

•Due to the accelerated depreciation under the CARES Act of QIP placed in service during fiscal 2018 and 2019, we incurred a net operating loss for fiscal 2019 that we expect to carry back to prior years during which the federal tax rate was 35%, resulting in a $7.7 million income tax benefit during the thirteen and twenty-six weeks ended June 25, 2020. We expect to receive an estimated $28.4 million of cash refunds in fiscal 2020 related to the accelerated QIP depreciation and the carry back of fiscal 2019 net operating losses. Furthermore, we anticipate the changes to QIP depreciation and net operating loss carryback rules to result in reductions to estimated income tax payments for fiscal 2020.

•Cash savings in fiscal 2020 from the temporary deferral of the employer portion of social security taxes. As of June 25, 2020, we have deferred $3.1 million of employer social security taxes, of which 50% are required to be deposited by December 2021 and the remaining 50% by December 2022.

•The receipt of refundable payroll tax credits related to employee retention. For the thirteen and twenty-six weeks ended June 25, 2020, we recognized $1.1 million related to employee retention credits, of which $0.9 million was recognized as a reduction to selling and store operating expenses and $0.2 million was recognized as a reduction to general and administrative expenses within the condensed consolidated statements of operations and comprehensive income.

~~Table of Contents~~

Key Performance Indicators

We consider a variety of performance and financial measures in assessing the performance of our business. The key performance and financial 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. For definitions and a discussion of how we use our key performance indicators, see the “Key Performance Indicators” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. See “Non-GAAP Financial Measures” below for a discussion of how we define EBITDA and Adjusted EBITDA and a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

Table of Contents

Other key financial terms we use include net sales, selling and store operating expenses, general and administrative expenses, and pre-opening expenses. For definitions and a discussion of how we use other key financial terms, see the “Other Key Financial Definitions” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report.

~~Table of Contents~~

Results of Operations

While our revenue and earnings ~~for~~have improved during the ~~thirteen and twenty-six weeks ended June 25, 2020 were negatively impacted due~~first quarter of fiscal 2021 compared to the ~~COVID-19 pandemic,~~first quarter of fiscal 2020, the full impact that the COVID-19 pandemic could have on our business remains highly uncertain. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~- The COVID-19 Pandemic is Disrupting Our Business”~~-COVID-19 Update” and Item 1A., “Risk Factors” for more information about the potential impacts that the COVID-19 pandemic may have on our results of operations and overall financial performance for future periods.

The following table summarizes key components of our results of operations for the periods indicated, ~~both~~ in dollars and as a percentage of net sales (actuals in thousands; dollar changes in ~~millions)~~millions; certain numbers may not sum due to rounding):


		Thirteen Weeks Ended																			Thirteen Weeks Ended
		June 25, 2020						June 27, 2019											April 1, 2021				March 26, 2020
		Actual		% of Sales		Actual		% of Sales		$ Increase/(Decrease)		% Increase/(Decrease)			Actual		% of Sales		Actual		% of Sales		$ Increase/(Decrease)		% Increase/(Decrease)
Net sales	Net sales	$	462,352	100.0	%	$	520,311	100.0	%	$	(58.0)	(11.1)	%	Net sales	$	782,537	100.0	%	$	554,937	100.0	%	$	227.6	41.0	%
Cost of sales	Cost of sales	265,660		57.5		302,488		58.1		(36.8)		(12.2)		Cost of sales	445,604		56.9		318,905		57.5		126.7		39.7
Gross profit	Gross profit	196,692		42.5		217,823		41.9		(21.1)		(9.7)		Gross profit	336,933		43.1		236,032		42.5		100.9		42.7
Operating expenses:	Operating expenses:													Operating expenses:
Selling and store operating	Selling and store operating	138,457		29.9		134,643		25.9		3.8		2.8		Selling and store operating	189,946		24.3		153,066		27.6		36.9		24.1
General and administrative	General and administrative	33,713		7.3		30,916		5.9		2.8		9.0		General and administrative	44,041		5.6		30,858		5.6		13.2		42.7
Pre-opening	Pre-opening	3,433		0.7		6,369		1.2		(2.9)		(46.1)		Pre-opening	6,997		0.9		5,434		1.0		1.6		28.8
Total operating expenses	Total operating expenses	175,603		37.9		171,928		33.0		3.7		2.1		Total operating expenses	240,984		30.8		189,358		34.1		51.6		27.3
Operating income	Operating income	21,089		4.6		45,895		8.8		(24.8)		(54.0)		Operating income	95,949		12.3		46,674		8.4		49.3		105.6
Interest expense, net	Interest expense, net	2,303		0.5		2,223		0.4		0.1		3.6		Interest expense, net	1,388		0.2		1,807		0.3		(0.4)		(23.2)
Gain on early extinguishment of debt		(1,015)		(0.2)		—		—		(1.0)		NM

Income before income taxes	Income before income taxes	19,801		4.3		43,672		8.4		(23.9)		(54.7)		Income before income taxes	94,561		12.1		44,867		8.1		49.7		110.8
(Benefit) provision for income taxes		(12,203)		(2.6)		76		—		(12.3)		NM
Provision for income taxes														Provision for income taxes	18,765		2.4		7,804		1.4		11.0		140.5
Net income	Net income	$	32,004	6.9	%	$	43,596	8.4	%	$	(11.6)	(26.6)	%	Net income	$	75,796	9.7	%	$	37,063	6.7	%	$	38.7	104.5	%

Twenty-six Weeks Ended
June 25, 2020 June 27, 2019
Actual % of Sales Actual % of Sales $ Increase/(Decrease) % Increase/(Decrease)
Net sales $ 1,017,289 100.0 % $ 997,361 100.0 % $ 19.9 2.0 %
Cost of sales 584,565 57.5 578,164 58.0 6.4 1.1
Gross profit 432,724 42.5 419,197 42.0 13.5 3.2
Operating expenses:
Selling and store operating 291,523 28.7 262,026 26.3 29.5 11.3
General and administrative 64,571 6.3 61,118 6.1 3.5 5.6
Pre-opening 8,867 0.9 10,396 1.0 (1.5) (14.7)
Total operating expenses 364,961 35.9 333,540 33.4 31.4 9.4
Operating income 67,763 6.7 85,657 8.6 (17.9) (20.9)
Interest expense, net 4,110 0.4 5,144 0.5 (1.0) (20.1)
Gain on early extinguishment of debt (1,015) (0.1) — — (1.0) NM
Income before income taxes 64,668 6.4 80,513 8.1 (15.8) (19.7)
(Benefit) provision for income taxes (4,399) (0.4) 6,197 0.6 (10.6) NM
Net income $ 69,067 6.8 % $ 74,316 7.5 % $ (5.2) (7.1) %

~~NM – Not meaningful~~

~~Table of Contents~~

Selected Financial Information


		Thirteen Weeks Ended									Twenty-six Weeks Ended										Thirteen Weeks Ended
		June 25, 2020			June 27, 2019			June 25, 2020			June 27, 2019				April 1, 2021			March 26, 2020
Comparable store sales (% change)	Comparable store sales (% change)	(20.8)		%	3.0		%	(9.6)		%	3.1		%	Comparable store sales (% change)	31.1		%	2.4		%
Comparable average ticket (% change)	Comparable average ticket (% change)	2.0		%	1.9		%	2.5		%	1.5		%	Comparable average ticket (% change)	1.5		%	3.4		%
Comparable customer transactions (% change)	Comparable customer transactions (% change)	(22.3)		%	1.1		%	(11.9)		%	1.5		%	Comparable customer transactions (% change)	29.2		%	(1.0)		%
Number of warehouse-format stores	Number of warehouse-format stores	125			106			125			106			Number of warehouse-format stores	140			123
Adjusted EBITDA (in thousands)(1)	Adjusted EBITDA (in thousands)(1)	$	45,555		$	66,592		$	118,681		$	126,660		Adjusted EBITDA (in thousands)(1)	$	127,075		$	73,126
Adjusted EBITDA margin	Adjusted EBITDA margin	9.9		%	12.8		%	11.7		%	12.7		%	Adjusted EBITDA margin	16.2		%	13.2		%

(1) Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” section below for additional information and a reconciliation of Adjusted EBITDA to ~~the most comparable GAAP measure.~~net income.

Table of Contents

Net Sales

Net sales during the thirteen weeks ended ~~June 25, 2020 decreased $58.0~~April 1, 2021 increased $227.6 million, or ~~11.1%~~41.0%, compared to the corresponding prior year period primarily ~~driven by a decrease~~due to an increase in comparable store sales of ~~20.8%, partially offset by an increase in non-comparable store~~31.1% and sales from the ~~opening of 19~~17 new warehouse stores that we opened since ~~June 27, 2019.~~March 26, 2020. The comparable store sales ~~decrease~~increase during the period of ~~20.8%~~31.1%, or ~~$107.5~~$172.5 million, was ~~primarily~~ driven by a ~~22.3% decrease~~29.2% increase in comparable customer transactions ~~due to temporarily limiting our stores to curbside services in response to the pandemic, partially offset by~~and a ~~2.0%~~1.5% increase in comparable average ticket. Comparable store sales ~~declined~~increased among all ~~six~~ of our product categories during the period. Non-comparable store sales increased ~~$49.5~~$55.1 million during the same period primarily due to the increase in new ~~stores previously described.~~

Net sales during the twenty-six weeks ended June 25, 2020 increased $19.9 million, or 2.0%, compared to the corresponding prior year period due to an increase in non-comparable store sales from the opening of 19 new stores since June 27, 2019, substantially offset by a decrease in comparable store sales of 9.6%. The comparable store sales decrease during the period of 9.6%, or $95.9 million, was primarily driven by a 11.9% decrease in comparable customer transactions, partially offset by a 2.5% increase in comparable average ticket. Comparable sales declined among all six of our product categories during the period. Non-comparable store sales increased $115.8 million during the same period primarily due to the increase in new stores previously described.stores.

We believe the increase in first quarter fiscal 2021 sales is also due in part to (i) unprecedented government intervention to help mitigate the negative impacts of the COVID-19 pandemic and (ii) customers investing in home improvements while spending less on leisure activities like travel, eating out, sporting events, and hotels. We also believe that our business model, with its focus on substantial amounts of trend-right, in-stock inventory, is also contributing to the sales increase. In addition, we limited our stores to curbside services during the final week of the first quarter of fiscal 2020, which resulted in a decrease in ~~comparable stores~~ sales ~~for the thirteen~~during that period and ~~twenty-six weeks ended June 25, 2020 is temporary due~~contributed to the ~~majority~~current quarter increase in comparable store sales. Further, the addition of ~~our stores being limited~~a 53rd-week in fiscal 2020, which was the last week in December, a historically low volume week, shifted the beginning of fiscal 2021 to ~~curbside operations from late March through early May, as our stores have had positive~~January and modestly benefited first quarter fiscal 2021 comparable store sales ~~after reopening to allow customers to shop in store.~~growth.

Gross Profit and Gross Margin

Gross profit during the thirteen weeks ended ~~June 25, 2020 decreased $21.1~~April 1, 2021 increased $100.9 million, or ~~9.7%~~42.7%, compared to the corresponding prior year period. ~~This decrease~~The increase in gross profit was driven by the ~~11.1% decrease~~41.0% increase in net sales ~~offset by~~and an increase in gross margin to ~~42.5%~~43.1%, up approximately 60 basis points from ~~41.9%~~42.5% in the same period a year ago. The increase in gross margin was primarily due to ~~higher product margin driven by lower costs from the elimination~~improved leverage of ~~certain tariffs and improved merchandising strategies, partially offset by higher~~our distribution center ~~costs related to our new distribution center near Baltimore, Maryland that opened in the fourth quarter of fiscal 2019.~~

Gross profit during the twenty-six weeks ended June 25, 2020 increased $13.5 million, or 3.2%, compared to the corresponding prior year period. This increase in gross profit was driven by the 2.0% increase in net sales and ~~an increase in gross margin to 42.5%, up approximately 50 basis points from 42.0% in the corresponding prior year period. The increase in gross margin was primarily due to~~supply chain infrastructure on higher product margin driven by lower costs from the elimination of certain tariffs and improved merchandising strategies, partially offset by higher distribution center costs related to our new distribution center in Maryland.sales.

Selling and Store Operating Expenses

Selling and store operating expenses during the thirteen weeks ended ~~June 25, 2020~~April 1, 2021 increased ~~$3.8~~$36.9 million, or ~~2.8%~~24.1%, compared to the thirteen weeks ended ~~June 27, 2019, due~~March 26, 2020. The increase was primarily attributable to ~~opening 19~~17 new warehouse stores opened since ~~June 27, 2019.~~March 26, 2020 as well as additional staffing to satisfy sales growth. As a percentage of net sales, ~~our~~ selling and store operating expenses ~~increased~~decreased approximately ~~400~~330 basis points to ~~29.9%~~24.3% from ~~25.9%~~27.6% in the corresponding prior year period. This decrease was primarily driven by leveraging our costs across an increase in comparable store sales. Comparable store selling and store operating expenses as a percentage of comparable store sales ~~increased~~decreased by approximately ~~300~~390 basis points ~~over this same period.~~

~~Table of Contents~~

~~Selling and store operating expenses~~as sales grew faster than new hiring during the twenty-six weeks ended June 25, 2020 increased $29.5 million, or 11.3%, compared to the twenty-six weeks ended June 27, 2019, primarily driven by the opening 19 new stores since June 27, 2019. As a percentage of net sales,current quarter and as our selling and store operating expenses increased approximately 240 basis points to 28.7% from 26.3% in the corresponding prior year period. Comparable store selling and store operating expenses as a percentage of comparable store sales increased by approximately 100 basis points.

~~The year-over-year increases in selling and store operating expenses~~occupancy costs were lower as a percentage of net ~~sales and comparable store sales were primarily driven by disruptions~~revenue due to ~~our store operations caused by~~ the ~~pandemic that negatively impacted~~increase in sales.

General and Administrative Expenses

General and administrative expenses, which are typically expenses incurred outside of our stores, increased ~~$2.8~~$13.2 million, or ~~9.0%~~42.7%, during the thirteen weeks ended ~~June 25, 2020~~April 1, 2021 compared to the corresponding prior year period primarily due to ~~increased depreciation due to store support center investments~~higher incentive compensation expense and costs to support store growth, including increased store support staff and ~~increased incentive compensation expense.~~higher depreciation related to technology and other store support center investments. Our general and administrative expenses as a percentage of net sales ~~increased~~remained at approximately ~~140 basis points to 7.3%, up from 5.9%~~5.6% during the thirteen weeks ended ~~June 27, 2019.~~

~~General~~April 1, 2021 and administrative expenses, increased $3.5 million, or 5.6%, during the twenty-six weeks ended June 25, 2020 compared to the corresponding prior year period due to increased depreciation due to store support center investments to support store growth and increased incentive compensation expense. Our general and administrative expenses as a percentage of net sales increased approximately 20 basis points to 6.3%, up from 6.1% during the twenty-six weeks ended June 27, 2019.

As depreciation and incentive compensation expenses have increased during the current periods presented in support of store growth, the negative impact to sales caused by the COVID-19 pandemic resulted in year-over-year increases in general and administrative expenses as a percentage of net sales and comparable store sales that were partially offset by cost saving measures that we implemented in response to the pandemic.March 26, 2020.

Pre-Opening Expenses

Pre-opening expenses during the thirteen weeks ended ~~June 25, 2020 decreased $2.9~~April 1, 2021 increased $1.6 million, or ~~46.1%~~28.8%, compared to the corresponding prior year period. The ~~decrease~~increase is primarily the result of ~~a decline~~an increase in the number of stores that we either opened or were preparing for opening compared to the prior year period. We opened ~~two~~seven warehouse stores during the thirteen weeks ended ~~June 25, 2020~~April 1, 2021 as compared to opening three warehouse stores ~~and relocating one store~~ during the thirteen weeks ended ~~June 27, 2019.~~

Pre-opening expenses during the twenty-six weeks ended June 25, 2020 decreased $1.5 million, or 14.7%, compared to the corresponding prior year period. The decrease is primarily the result of a decline in the number of stores that we either opened or were preparing for opening compared to the prior year period. During the twenty-six weeks ended June 25, 2020, we opened five stores as compared to opening six stores during the twenty-six weeks ended June 27, 2019.March 26, 2020.

Interest Expense

Net interest expense during the thirteen weeks ended ~~June 25, 2020 increased $0.1~~April 1, 2021 decreased $0.4 million, or 3.6%, compared to the corresponding prior year period. The slight increase in interest expense was primarily due to interest on new borrowings offset by higher interest income related to cash on hand and tariff refund receivables during the thirteen weeks ended June 25, 2020 compared to the second quarter of fiscal 2019.

~~Net interest expense during the twenty-six weeks ended June 25, 2020 decreased $1.0 million, or 20.1%~~23.2%, compared to the corresponding prior year period. The decrease in interest expense was primarily due to ~~a decrease in interest rates on borrowings and~~ an increase in interest ~~income earned related to tariff refund receivables~~capitalized during the ~~twenty-six~~construction period of certain capital assets during the thirteen weeks ended ~~June 25, 2020~~April 1, 2021 compared to the corresponding prior year period.

~~Income Taxes~~

The provision for income taxes was a $12.2 million benefit during the thirteen weeks ended June 25, 2020 compared to a $0.1 million expense during the thirteen weeks ended June 27, 2019. The effective tax rate was (61.6)% for the thirteen weeks ended June 25, 2020 compared to 0.2% in the corresponding prior year period. The decrease in the effective tax rate was primarily due to the recognition of income tax benefits in connection with the CARES Act during the current period.

2521

Table of Contents

Income Taxes

The provision for income taxes was ~~a $4.4~~$18.8 million ~~benefit~~ during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020~~April 1, 2021 compared to ~~a $6.2~~$7.8 million ~~expense~~ during the ~~twenty-six~~thirteen weeks ended ~~June 27, 2019.~~March 26, 2020. The effective tax rate was ~~(6.8)%~~19.8% for the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020~~April 1, 2021 compared to ~~7.7% for~~17.4% in the ~~twenty-six weeks ended June 27, 2019.~~corresponding prior year period. The ~~decrease~~increase in the effective tax rate was primarily due to higher earnings without a proportionate increase in available tax credits and the recognition of ~~income tax benefits in connection with the CARES Act and higher~~lower excess tax benefits related to stock option exercises during the current quarter compared to the same period ~~partially offset by higher discrete expense for loss contingencies related to uncertain tax positions.~~of the prior year.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are key metrics used by management and our board of directors 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 (as defined below)~~ABL Facility and Term Loan Facility (together, the "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 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, (gain) loss on early extinguishment of debt, taxes, depreciation and amortization. We define Adjusted EBITDA as net income before interest, (gain) 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. See below for a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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 (gain) on asset impairments and disposals, 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 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.

2622

Table of Contents

The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:

Thirteen Weeks Ended Twenty-six Weeks Ended
in thousands June 25, 2020 June 27, 2019 June 25, 2020 June 27, 2019
Net income $ 32,004 $ 43,596 $ 69,067 $ 74,316
Depreciation and amortization (1) 21,991 17,392 43,664 34,263
Interest expense, net 2,303 2,223 4,110 5,144
Gain on early extinguishment of debt (2) (1,015) — (1,015) —
Income tax (benefit) expense (12,203) 76 (4,399) 6,197
EBITDA 43,080 63,287 111,427 119,920
Stock compensation expense (3) 4,234 2,168 7,142 4,418
COVID-19 costs (4) 1,601 — 2,911 —
Tariff refunds (5) (3,615) — (4,016) —
Other (6) 255 1,137 1,217 2,322
Adjusted EBITDA $ 45,555 $ 66,592 $ 118,681 $ 126,660


	Thirteen Weeks Ended
in thousands	April 1, 2021		March 26, 2020
Net income	$	75,796	$	37,063
Depreciation and amortization (1)	25,520		21,673
Interest expense, net	1,388		1,807
Income tax expense	18,765		7,804
EBITDA	121,469		68,347
Stock compensation expense (2)	4,734		2,908
COVID-19 costs (3)	216		1,310
Tariff refunds (4)	—		(401)
Other (5)	656		962
Adjusted EBITDA	$	127,075	$	73,126

(1) Excludes amortization of deferred financing costs, which is included as a part of interest expense, net in the table above.

~~(2) Represents gain on partial debt extinguishment in connection with the May 2020 amendment to the senior secured term loan credit facility.~~

~~(3)~~(2) Non-cash charges related to stock-based compensation programs, which vary from period to period depending on the timing of awards and forfeitures.

~~(4)~~

(3) Amounts are comprised of sanitation, personal protective equipment, and other costs directly related to ~~disruptions caused by or~~ efforts to mitigate the impact of the COVID-19 pandemic on our business.

~~(5)~~

(4) Represents income for ~~estimated~~additional tariff refunds ~~recognized for~~during the thirteen weeks ended March 26, 2020 related to certain engineered wood products. Interest income for ~~the~~ tariff refunds is included within interest expense, net in the table above.

~~(6)~~

(5) Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2021 primarily relate to relocation expenses for our Houston distribution center and legal fees associated with the February 2021 amendment to our senior secured term loan credit facility. Amounts for the thirteen weeks ended March 26, 2020 primarily relate to legal fees associated with the February 2020 amendment to our senior secured term loan credit facility and costs associated with a potential secondary public ~~offerings~~offering of the Company’s Class A common stock by certain of our stockholders. Amounts for the thirteen and twenty-six weeks ended June 27, 2019 primarily relate to costs associated with the secondary public offering of our Class A common stock by certain of our stockholders, completed in February 2019, as well as the relocation of our store support center in Smyrna, Georgia, and the closure of our Miami distribution center. The Company did not sell any shares in the offering and did not receive any proceeds from the sale of shares by the selling stockholders.

Liquidity and Capital Resources

Liquidity is provided primarily by our cash flows from operations and our $400.0 million ~~asset-backed revolving credit facility (the “ABL Facility”).~~ABL Facility. Unrestricted liquidity based on our ~~June 25, 2020~~April 1, 2021 financial data was ~~$496.5~~$724.6 million, consisting of ~~$134.4~~$354.1 million in cash and cash equivalents and ~~$362.1~~$370.5 million immediately available for borrowing under the ABL Facility without violating any covenants thereunder.

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 distribution center and store support center infrastructure. We also use cash for the payment of taxes and interest.

The most significant components of our operating assets 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. In ~~a normal~~an operating environment outside of the COVID-19 pandemic, our liquidity is not generally seasonal, and our uses of cash are primarily tied to when we open stores and make other capital expenditures.

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.

~~Table of Contents~~

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.

Table of Contents

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 sell or donate. As of ~~June 25, 2020,~~April 1, 2021, we had no$1.3 million of aged discontinued inventory that we intend to ~~donate.~~donate if unable to sell.

Impact of the COVID-19 Pandemic on Liquidity

~~In more normal times and historically,~~While our primary sources of funds for ~~our~~ business activities are typically cash flows from operations and our existing credit ~~facilities. As described in~~facilities, the full potential impact of the pandemic on our sources of funds and liquidity cannot be reasonably estimated at this time due to uncertainty regarding the potential severity and duration of the pandemic and its future effect on our business. For additional discussion of the impact of the COVID-19 pandemic on our business, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 ~~Update” and “Item 1A. Risk Factors,~~Update.” the COVID-19 pandemic has had a significant negative impact on our business and financial results during fiscal 2020, and the full financial impact of the pandemic cannot be reasonably estimated at this time due to uncertainty regarding its potential severity and duration. As a result of the COVID-19 pandemic, we may be required to rely more heavily on our cash reserves and lines of credit than we have in recent years. In response to these uncertainties, we have taken proactive steps to improve liquidity and maintain financial flexibility, including making targeted reductions in operating expenses and capital expenditures and entering into a $75.0 million incremental term loan (see Note 3, "Debt" for additional details).

We continue to monitor ~~this rapidly developing situation~~the impact of the COVID-19 pandemic on our business and may, as necessary, reduce expenditures, ~~further,~~ borrow additional amounts under our term loan and revolving credit facilities, or pursue other sources of capital that may include other forms of external financing in order to increase our cash position and preserve financial flexibility. The pandemic may continue to drive volatility and uncertainty in financial and credit ~~markets have experienced and may continue to experience significant volatility and turmoil.~~markets. Our continued access to external sources of liquidity depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. If the impacts of the pandemic continue to create severe disruptions or turmoil in the financial markets, or if rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt or other sources of external liquidity. We expect that cash generated from operations together with cash on hand, our actions to reduce expenditures, the availability of borrowings under our 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 facilities for at least the next twelve months.

Due to the increase in sales at our stores since reopening for in-store shopping, we have revised our planned capital expenditures for fiscal 2020 higher, although these amounts continue to remain below our initial 2020 estimates prior to the pandemic. The exact scope of ~~changes in~~ our capital plans is evolving and will ultimately depend on a variety of factors, including the impact of the COVID-19 pandemic on our business. Total capital expenditures are currently planned to be between approximately ~~$188.0~~$440 million to ~~$196.0~~$460 million ~~compared to the approximately $147.0 million to $157.0 million we had planned at the end of the first quarter of fiscal 2020,~~ and will 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, including in response to the COVID-19 pandemic, or new opportunities that we choose to pursue; however, we currently ~~intend to make~~expect the following for capital expenditures in fiscal ~~2020:~~2021:

•open 1327 warehouse-format stores, ~~as well as one~~open two small-format ~~standalone~~ design ~~center~~studios, and start construction on stores opening and relocating in ~~early 2021~~2022 using approximately ~~$121.0~~$285 million to ~~$125.0~~$295 million of cash;

•relocate our Houston, Texas distribution center and open a transload facility in Los Angeles, California using approximately $72 million to $76 million of cash;

•invest in existing store remodeling projects and our distribution centers using approximately ~~$47.0~~$56 million to ~~$49.0~~$59 million of cash; and

•invest in information technology infrastructure, e-commerce, and other store support center initiatives using approximately ~~$20.0~~$27 million to ~~$22.0~~$30 million of cash.

~~Table of Contents~~

Cash Flow Analysis

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


		Twenty-six Weeks Ended
							Thirteen Weeks Ended
in thousands	in thousands	June 25, 2020		June 27, 2019		in thousands	April 1, 2021		March 26, 2020
Net cash provided by operating activities	Net cash provided by operating activities	$	96,705	$	122,157	Net cash provided by operating activities	$	100,996	$	24,668
Net cash used in investing activities	Net cash used in investing activities	(65,994)		(78,172)		Net cash used in investing activities	(45,876)		(38,384)
Net cash provided by financing activities		76,672		6,821
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(8,841)		276,610
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	$	107,383	$	50,806	Net increase in cash and cash equivalents	$	46,279	$	262,894

Net Cash Provided by Operating Activities

Cash provided by operating activities consists primarily of net income adjusted for changes in working capital as well as non-cash items, including depreciation and amortization, deferred income taxes, and stock-based compensation.

Table of Contents

Net cash provided by operating activities was ~~$96.7~~$101.0 million for the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020~~April 1, 2021 and ~~$122.2~~$24.7 million for the ~~twenty-six~~thirteen weeks ended ~~June 27, 2019.~~March 26, 2020. The ~~decrease~~increase in net cash provided by operating activities was primarily the result of an increase in net income and decrease in inventory, ~~and~~partially offset by a net increase in other working capital items to support our operations.

Net Cash Used in Investing Activities

Investing activities consist primarily of capital expenditures for new store openings, existing store remodels (including leasehold improvements, new racking, new fixtures, new product and display vignettes, and enhanced design ~~centers)~~studios) and new infrastructure and information systems.

Capital expenditures during the ~~twenty-six~~thirteen weeks ended ~~June 25,~~April 1, 2021 and March 26, 2020 ~~and June 27, 2019~~ were ~~$66.0~~$45.9 million and ~~$78.2~~$38.4 million, respectively. The ~~decline~~increase is primarily related to the ~~decrease~~growth in new stores that opened or were under construction during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020~~April 1, 2021 compared to the corresponding prior year ~~period. We are preparing for an additional eight new stores and one design center to be opened during the third and fourth quarters of fiscal 2020, and~~period, as we generally incur significant capital expenditures for new stores a few to several months in advance of opening. During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020,~~April 1, 2021, approximately ~~75%~~57.3% of capital expenditures were for new stores ~~13%~~and 34.8% were for existing stores and distribution centers, while the remaining ~~spend~~spending was associated with information technology, e-commerce, and store support center investments to support our growth.

Net Cash (Used in) Provided by Financing Activities

Financing activities consist primarily of borrowings and related repayments under our credit agreements as well as proceeds from the exercise of stock options and our employee share purchase program.

Net cash ~~provided by~~used in financing activities was ~~$76.7~~$8.8 million for the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020~~April 1, 2021 compared to ~~$6.8 million for the twenty-six weeks ended June 27, 2019. The increase in~~ net cash provided by financing activities of $276.6 million for the thirteen weeks ended March 26, 2020. The decrease was primarily driven by ~~net proceeds from~~the repayment of a portion of our Term Loan Facility during the thirteen weeks ended April 1, 2021 compared with borrowings under ~~the incremental term loan~~our ABL facility of $275.0 million during the ~~second quarter of fiscal~~thirteen weeks ended March 26, 2020.

Credit Facility Amendments

On February ~~14, 2020,~~9, 2021 (the "Effective Date"), we entered into a ~~repricing and third~~fifth amendment to the credit agreement governing our senior secured term loan facility (as amended, the ~~“Term~~"Term Loan ~~Facility”~~Facility") ~~which,~~. The fifth amendment provided for, among other things, ~~(a) refinanced our existing~~a supplemental term loan ~~B facility with a new term loan B facility~~ in the aggregate principal amount of ~~approximately $144.6~~$65.0 million ~~(b) extended~~(the "Supplemental Term Loan Facility") that increased the ~~stated~~term loan B facility. The Supplemental Term Loan Facility has the same maturity date (February 14, 2027) and terms as the term loan B facility, except that voluntary prepayments made within six months after the Effective Date are subject to a 1% soft call prepayment premium. The other terms of loans under the Term Loan Facility ~~to February 14, 2027, and (c) included an “accordion” feature that allows us to borrow additional amounts as described more fully in Note 3, “Debt.”~~

~~On February 14, 2020, we also entered into a repricing and general amendment to~~remain unchanged, including the credit agreement governing our revolving credit facility (as amended, the “ABL Facility”) that, among other things, (a) increased our revolving commitments to a total aggregate principal amount of $400.0 million, and (b) extended the stated maturity date under the ABL Facility to February 14, 2025. The ABL Facility also includes an “accordion” feature that allows us under certain circumstances, to increase the size of the facility by an amount up to $100.0 million, or such higher amount as may be agreed to by the Required Lenders (as defined in the ABL Facility).

~~Table of Contents~~

~~On May 18, 2020, we entered into a fourth amendment to the Term Loan Facility which, among other things, (a) provides~~applicable margin for a ~~new incremental term loan facility in an aggregate principal amount of $75.0 million with a maturity date of February 14, 2027 (the “term loan B-1~~ facility”). We received net proceeds of $70.5 million from the term loan B-1 facility after deducting a $4.1 million original issuance discount and $0.3 million of debt issuance costs to third parties, and we intend to use the net proceeds to support our growth plans and for general corporate purposes. The ~~term loan B-1 facility is a separate tranche from our existing term loan B facility. The terms of~~ loans under the term loan B facility. The proceeds of the Supplemental Term Loan Facility, together with cash on hand, were used to (i) repay the $75.0 million term loan B-1 facility ~~remain unchanged.~~and (ii) pay fees and expenses incurred in connection with the Supplemental Term Loan Facility.

Refer to Note 3, “Debt” for additional details regarding our Term Loan Facility and ABL Facility, including applicable covenants.

Credit Ratings

Our credit ratings are periodically reviewed by rating agencies. In November ~~2019,~~2020, Moody's ~~upgraded~~reaffirmed the Company's issuer corporate family rating ~~from B1 to~~of Ba3 and ~~stable~~changed its outlook for the ~~Company.~~Company to stable from negative. In ~~April~~December 2020, ~~Moody’s reaffirmed the Company’s Ba3 rating but changed our outlook to negative from stable. In November 2019, S&P~~Standard & Poor's reaffirmed the Company's corporate credit rating of BB- and revised its ~~stable~~ outlook for the ~~Company.~~Company to positive from stable. 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 rates under the terms of any new debt. Our credit ratings could be lowered or rating agencies could issue adverse commentaries in the future, which could have a material adverse effect on our business, financial condition, results of operations, and liquidity. In particular, a weakening of our financial condition, including any further increase in our leverage or decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary funds, could result in a credit rating downgrade or change in outlook, or could otherwise increase our cost of borrowing.

Table of Contents

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. ~~Historically,~~While exclusions from tariffs were granted for certain products from China, nearly all of these exclusions have expired. In fiscal 2020, approximately ~~half~~30% of the products we ~~sell~~sold were ~~imported~~sourced from China, ~~the majority of which are impacted by these tariffs.~~and we expect that percentage to decrease moderately in fiscal 2021. 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 ~~we expect~~ our efforts ~~will mitigate~~have mitigated a substantial portion of the overall effect of increased tariffs, ~~we expect~~ the enacted tariffs ~~will increase~~have increased our inventory costs and associated cost of ~~sales.~~sales for the remaining products still sourced from China.

Antidumping and Countervailing Duties

On May 24, 2019, the U.S. International Trade Commission (the “ITC”) announced it had completed a preliminary phase antidumping and countervailing duty investigation pursuant to the Tariff Act of 1930 with respect to the imports of ceramic tile from China and determined there is a reasonable indication that the ceramic tile production industry in the U.S. is being materially injured by imports of ceramic tile from China that have allegedly been subsidized by the Chinese government and are being sold in the U.S. at less than fair value, otherwise known as “dumping”. As a result of the ITC’s affirmative determinations, the U.S. Department of Commerce (the “DOC”) began its own related investigation. In September 2019, the DOC reached a preliminary determination that imports from China were subsidized and imposed preliminary duties of 103.77% on most Chinese exporters. In November 2019, the DOC reached a preliminary determination that imports from China were being sold in the United States at less than fair value and imposed preliminary antidumping duty rates ranging from 114.49% to 356.02% depending on the exporter. In April 2020, the DOC reached a final determination that imports from China were subsidized and were being sold in the U.S. at less than fair value. As a result of these final determinations, the DOC ~~adjusted~~set the countervailing duty to 358.81% for all Chinese exporters and the antidumping duty to 203.71% or 330.69% depending on the exporter. In May 2020, the ITC announced their final determination that the ceramic tile production industry in the U.S. is being materially injured by imports of ceramic tile from China, but retroactive duty deposits would not be required as the ITC made a negative critical circumstances determination. The DOC subsequently issued antidumping and countervailing orders.

The DOC has instructed the U.S. Customs and ~~Border~~Boarder Protection ("U.S. Customs") to require cash deposits based on the announced effective rates. The final rates for the first 18 months of the orders will not be determined until the first administrative review process is completed, approximately two years after the published date of the orders.

~~Table of Contents~~

We took steps to mitigate the risk of future exposure by sourcing from alternative countries, and we are no longer importing applicable products from China. We have made duty deposits for applicable entries according to U.S. Customs ~~and Border Protection~~ entry procedures. While we do not currently believe additional duty deposits will apply, we believe our potential exposure could be up to approximately ~~$6.0~~$3.0 million. The actual additional duties, if applicable, could differ from this estimate. We have not established a reserve for this matter as we currently do not believe additional duties will be applicable. Potential costs and any attendant impact on pricing arising from these tariffs or potential duties, and any further expansion in the types or levels of tariffs or duties implemented, could require us to modify our current business practices and could adversely affect our business, financial condition, and results of operations.

Tariff Refunds

In November 2019, the U.S. Trade Representative (“USTR”) made a ruling to retroactively exclude certain flooring products imported from China from the Section 301 tariffs that were implemented at 10% beginning in September 2018 and increased to 25% in June 2019. The granted exclusions apply to certain “click” vinyl and engineered products that we have sold and continue to sell. As these exclusions were granted retroactively, we are entitled to a refund from U.S. Customs for the applicable Section 301 tariffs previously paid on these goods. While tariff refund claims are subject to the approval of U.S. Customs, the Company currently expects to recover $24.4 million related to these Section 301 tariff payments, including interest, of which $13.4 million has been received as of April 1, 2021.

Contractual Obligations

There were no material changes to our contractual obligations outside the ordinary course of our business during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020.~~April 1, 2021.

Table of Contents

Off-Balance Sheet Arrangements

For the ~~twenty-six~~thirteen weeks ended ~~June 25, 2020,~~April 1, 2021, 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-balance sheet arrangements or for other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and other factors management believes to be reasonable. The COVID-19 pandemic ~~is disrupting~~has impacted our business as discussed in Management’s Discussion and Analysis and the estimates used for, but not limited to, our critical accounting policies could be ~~impacted.~~affected by future developments related to the COVID-19 pandemic. We have assessed the impact and are not aware of any specific events or circumstances that required an update to the estimates and assumptions used for our critical accounting policies or that materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

For a description of our critical accounting policies and estimates, refer to Part II, Item 7, “Critical Accounting Policies and Estimates” in our Annual Report. There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report. See Note 1 to our condensed consolidated financial statements included in this Quarterly Report, which describes recent accounting pronouncements adopted by us.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of the Annual Report. While our exposure to market risk has not changed materially since December ~~26, 2019,~~31, 2020, uncertainty with respect to the economic effects of the COVID-19 pandemic has introduced significant volatility in the financial markets, ~~and the effects of this volatility could materially impact our risks related to foreign currencies,~~including interest rates and ~~commodity prices. Given the evolving nature of the~~foreign currency exchange rates. The COVID-19 pandemic ~~its potential~~is expected to have a continued adverse impact on ~~these~~market conditions and ~~other market risks remains uncertain at this time.~~may trigger a period of global economic slowdown for an unknown duration. See further discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our Credit Facilities, which carry variable interest rates. As of ~~June 25, 2020, the~~April 1, 2021, our senior secured term loan facility had a remaining principal balance of $207.7 million and was our ~~outstanding variable rate~~only variable-rate debt ~~aggregated approximately $219.3 million.~~outstanding. A 1.0% increase in the effective interest rate for this debt would cause an increase in interest expense of approximately ~~$2.2~~$2.1 million over the next twelve months. To lessen our exposure to changes in interest rate risk, we entered into a $102.5 million interest rate cap agreement in November 2016 with Wells Fargo that capped our LIBOR at 2.0% beginning in December 2016. We do not anticipate that the interest rate cap agreement with Wells Fargo will significantly impact interest expense in the near term as the U.S. Federal Reserve and other central banks have taken recent action to lower interest rates in response to the COVID-19 pandemic, and interest rates are near historic lows.

~~Table of Contents~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in reports filed or submitted under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management, including the chief executive officer and the chief financial officer, have reviewed the effectiveness of the Company’s disclosure controls and procedures as of ~~June 25, 2020~~April 1, 2021 and, based on their evaluation, have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. The condensed consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Table of Contents

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the fiscal quarter ended ~~June 25, 2020~~April 1, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See the information under the “Litigation” caption in Note 5, Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - U.S. Tariffs and Global Economy” in this Quarterly Report, each of which we incorporate here by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report filed with the SEC on February ~~20, 2020,~~25, 2021, which could materially affect our business, financial condition, and/or operating results, as well as the following:

~~The~~During the first and second quarters of fiscal 2020, the effects of the COVID-19 pandemic ~~are~~ negatively ~~impacting~~impacted our business and results of operations. Additional governmental restrictions on business operations, including as a result of a further resurgence of the COVID-19 pandemic, could ~~continue to~~ have a negative impact on our net sales, results of operations, financial position, store operations, new store openings and earnings.

On March 11, 2020, the World Health Organization announced that infections of ~~the coronavirus (COVID-19)~~COVID-19 had become a pandemic, and on March 13, 2020, the U.S. President announced a National Emergency relating to the COVID-19 pandemic. National, state and local authorities have recommended social distancing and some authorities have imposed ~~or are considering~~ quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, have had and are expected to continue to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. The ~~effectiveness~~COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, or the re-introduction of business shutdowns, cancellations of events and restrictions on travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic ~~stabilization efforts, including proposed government payments to affected citizens~~ and ~~industries,~~financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is ~~uncertain. Some economists are predicting~~uncertain, and for some period thereafter. While several countries, as well as certain states, counties and cities in the United States, have relaxed public health restrictions and partially or fully reopened their economies, such reopening measures have sometimes resulted in a surge in the reported number of cases and hospitalizations related to the COVID-19 pandemic. This increase in cases has led to the reintroduction of restrictions and business shutdowns in certain states, counties and cities in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. In December 2020, the U.S. Food and Drug Administration authorized certain vaccines for emergency use and on April 16, 2021, every person over the age of 16 in the United States was deemed eligible to receive a COVID-19 vaccine. According to the United States Center for Disease Control, over half of the adult population of the United States has received at least one dose of an approved emergency COVID-19 vaccine. However, it remains unclear how quickly the vaccines will be distributed globally or if or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. Delays in distributing the vaccines or an actual or perceived failure to achieve “herd immunity” could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. The extent of the impact of the pandemic on the Company's business and financial results will depend on future developments, including the duration of the pandemic the success of vaccination programs, the spread of COVID-19 within the markets in which the Company operates, as well as the countries from which the Company sources inventory, fixed assets, and other supplies, the effect of the pandemic on consumer confidence and spending, and actions taken by government entities in response to the pandemic, all of which are highly uncertain. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may ~~enter~~experience or continue to experience a recession, asand our business and operations could be materially adversely affected by a ~~result of~~prolonged recession in the ~~pandemic.~~U.S. and other major markets.

3228

Table of Contents

In response to the COVID-19 pandemic and these changing conditions, beginning in ~~mid-March,~~late March 2020, we closed some of our stores and shifted other stores to a curbside pickup model in the jurisdictions where government regulations ~~permit~~permitted our stores to continue to operate and where the customer demand ~~makes~~made such operations sustainable. We also furloughed or modified work hours for many of our employees and identified and implemented cost savings measures throughout our operations. ~~Beginning in~~In May and ~~concluding in~~ June 2020, we implemented a phased approach to reopening stores for in-store shopping with enhanced safety and sanitation measures such as requiring associates to wear face masks, installing social distancing markers on floors and protective shields at cash registers, and ~~regularly~~ sanitizing shopping carts, pin pads, design desks, and other high-traffic areas. Since reopening our stores for in-store shopping, we have experienced increased sales and order activity, likely due to customers spending more time at home and the continuation of school and workplace closures due to the ongoing impacts of the COVID-19 pandemic. Some of this increased demand is also likely attributable to the timing of tax refunds and COVID-19-related stimulus payments.

The COVID-19 pandemic and ~~these~~initial responses ~~have and may continue to adversely affect~~had an adverse effect on our customer traffic, sales, operating costs, and profit during the first two quarters of fiscal 2020 and wemay have such an impact again in the future. We cannot predict how long the COVID-19 pandemic will last, whether we will be required to ~~close additional~~re-close stores or what other government responses may occur. The COVID-19 pandemic has also adversely affected our ability to staff our existing stores and open new stores, and we have experienced construction delays.

~~If the business interruptions caused by COVID-19 reemerge, we may need to seek new sources of liquidity. The COVID-19 pandemic is adversely affecting the availability of liquidity generally~~ While our stores saw increased sales and order activity in the ~~credit markets,~~final two quarters of fiscal 2020 and ~~there can~~the first quarter of fiscal 2021, those results, as well as those of other metrics such as net revenues, gross margins and other financial and operating data, may not be ~~no guarantee~~indicative of results for future periods. Additionally, such increased demand may increase beyond manageable levels, may fluctuate significantly, or may not continue, including the possibility that ~~additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts.~~demand may decrease from historical levels.

Our operations have been and could be further disrupted if more of our employees are diagnosed with COVID-19 since this could require us to quarantine some or all of a store’s employees and disinfect the impacted stores. If a significant percentage of our workforce is unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, our operations may be negatively impacted, potentially affecting our liquidity, financial condition or results of operations. In addition, the COVID-19 pandemic ~~including the enhanced unemployment benefits provided under the CARES Act,~~ has made it difficult to hire a sufficient number of store associates in many of our stores. If we are unable to hire a sufficient number of store associates or if there are insufficient existing store associates not subject to quarantine, we may need to reduce store hours or temporarily close stores.

Our suppliers have been and could also be further adversely impacted by the COVID-19 pandemic. If our suppliers’ employees are unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with the COVID-19 pandemic, we could face shortages of inventory at our stores and our operations and sales could be adversely impacted by such supply interruptions.

Our business may be further negatively impacted by the fear of exposure to or actual effects of the COVID-19 pandemic or another disease pandemic, epidemic, or similar widespread public health concern; these impacts may include but are not limited to:

•~~Additional~~additional temporary store closures due to reduced workforces or government mandates or the need to utilize a curbside pickup model or otherwise modify our operations;

•~~Reduced~~reduced workforces, which may be caused by, but not limited to, the temporary inability of the workforce to work due to illness, quarantine, or government mandates or the inability to sufficiently staff our stores;

•~~Failure~~failure of third parties on which we rely, including our suppliers, contract manufacturers, contractors, commercial banks, joint venture partners and external business partners to meet their obligations to the company, or significant disruptions in their ability to do so which may be caused by their own financial or operational difficulties and may adversely impact our operations;

•~~Supply~~supply chain risks such as scrutiny or embargoing of goods produced in infected areas;

•~~Construction~~construction delays or halts, preventing us from opening new stores;

•~~Liquidity~~liquidity strains, which could slow the rate at which we open new stores;

•~~Inability~~inability of our key leaders to visit our stores, which could negatively impact customer service and associate morale;

•~~Increased~~increased cybersecurity risks due to the number of associates working remotely;

•~~Increased~~increased litigation risk as a result of the pandemic; and

Table of Contents

•~~Reduced~~reduced consumer traffic and purchasing, which may be caused by, but not limited to, the temporary inability of customers to shop with us due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from discretionary spending, or shifts in demand from higher priced products to lower priced products.

~~Table of Contents~~

Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic or another disease pandemic, epidemic, or similar widespread public health concern, including effects that are not currently foreseeable, could materially increase our costs, negatively impact our sales and damage our financial condition, results of operations, cash flows and our liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted, and while it is not clear whether our current insurance policies will provide recovery for any of the impacts of the COVID-19 pandemic or any future disease pandemic, epidemic, or similar widespread public health concern, we do not anticipate that such policies will provide adequate coverage for the impacts of COVID-19 or any future disease pandemic, epidemic, or similar widespread public health concern.

~~Though~~We face risks related to our indebtedness.

As of April 1, 2021, the ~~Company’s operations have not been directly affected~~principal amount of our total indebtedness was approximately $207.7 million related to our indebtedness outstanding under the Term Loan Facility. In addition, as of April 1, 2021, we had the ability to access approximately $370.5 million of unused borrowings available under the ABL Facility without violating any covenants thereunder and had approximately $21.3 million in outstanding letters of 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:

•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;

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

•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;

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

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

•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 give 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 of net business interest expenses on our indebtedness for each taxable year could be limited under the Tax Cuts and Jobs Act.

Table of Contents

Additionally, in July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), the authority that regulates London Interbank Offered Rate ("LIBOR"), announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On March 5, 2021, the ICE Benchmark Administration Limited ("IBA"), which is regulated by the FCA confirmed that it would cease the publication of the one-week and two-month U.S. dollar LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the U.S. dollar LIBOR settings (overnight and 12 months) immediately following the LIBOR publication on June 30, 2023. Accordingly, in the near future LIBOR will cease being a widely used benchmark interest rate. The current and any future reforms and other pressures may cause LIBOR to be replaced with a new benchmark or to perform differently than in the past, including during the transition period. The Company has material debt contracts that are indexed to USD-LIBOR and is currently working on a transition plan. We believe all our material agreements have appropriate language to negotiate a transition to an alternative index rate and are continuing to monitor this activity and evaluate the related risks. However, the consequences of these market developments cannot be entirely predicted and a transition from LIBOR, even if administered consistent with the provisions of our material agreements, may require us to amend or restructure our existing LIBOR-based debt instruments and any related hedging arrangements that extend beyond 2021, which may be difficult, costly and time consuming. We cannot give assurance that our financial condition and operating results will not be adversely affected.

Both New York State and federal legislation in the U.S. is under consideration that if enacted could result, upon the unavailability of LIBOR, in the replacement of certain fallback provisions in LIBOR-based financing agreements. Under the proposed legislation, some of these existing fallback provisions would be replaced by a provision specifying that the replacement rate and related adjustments recommended by the Alternative Reference Rates Committee ("ARRC"), the committee in the United States convened to ensure a successful transition from LIBOR, would be used to establish the interest-rate on the financing. The legislation would also require the use of the benchmark replacement rate and related adjustments recommended by the AARC in the event that there are no fallback provisions in a financing. The legislation would not impact credit agreements that already include fallbacks to the changes recommended by the ARRC. Any such legislation adopted in New York State would have applicability only to agreements governed by New York law. There can be no assurance as to the final form of any such New York or federal legislation or as to whether any such legislation will be adopted.

In the event that one or more LIBOR-based interest rate derivatives are entered into to hedge variable rate indebtedness, the LIBOR rate specified therein will be determined from time to time by reference to a publication page specified in the relevant definitions of the International Swaps and Derivatives Association, Inc. ("ISDA"). However, if such rate does not appear on the relevant page, and the above-referenced legislation is not adopted that would address the replacement of LIBOR under such derivatives, LIBOR will be determined in accordance with dealer polls conducted by the calculation agent under the agreement governing the derivative. This dealer polling mechanism may not be successful in arriving at a replacement interest rate for LIBOR. Even if the dealer polling mechanism successfully arrives at a replacement interest rate for derivatives, that rate could differ significantly from the interest rates used for our variable-rate indebtedness.

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 had to significantly increase the size of our distribution centers, including opening a 1.5 million square foot distribution center in Maryland in the fourth quarter of fiscal 2019. Based on our growth intentions, we plan to add 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 manage our four distribution centers internally rather than rely on independent third-party logistics providers. If we are not able to manage our distribution centers successfully or at a lower cost than with third-party logistics providers, it could adversely affect our business, financial condition, and operating results. As we continue to add distribution centers, we may incur unexpected costs, and our ability to distribute our products may be adversely affected. Any disruption in the transition to or operation of our distribution centers could have an adverse impact on our business, financial condition, and operating results. For example, the landlord for our Maryland distribution center has identified a construction defect with that facility that we are working with the landlord to address. While we are unable to predict the impact such defect could have on our business, any necessary repairs could cause disruption in the operation of that distribution center, which could negatively impact the in-stock positions in the stores served by such distribution center and could have an adverse impact on our business, financial condition, and operating results.

Table of Contents

Additionally, our supply chain and our suppliers could be disrupted by factors beyond our control, including from damage or destruction to our distribution centers; weather-related events; natural disasters; international trade disputes or trade policy changes or restrictions; tariffs or import-related taxes; third-party strikes, lock-outs, work stoppages or slowdowns; shortages of truck drivers; shipping capacity constraints; third-party contract disputes; supply or shipping interruptions or costs; military conflicts; acts of terrorism; public health issues, including pandemics or quarantines (such as the COVID-19 outbreak); or other factors beyond our control. Any such disruption could negatively impact our financial performance or financial condition. Accordingly, we have assessed and are implementing supply chain continuity plans. While to date there has been no material impact on supply for most of ~~this report,~~our sourced merchandise, COVID-19-related labor shortages and supply chain disruptions continue to cause logistical challenges for us and the ~~Company~~entire hard surface flooring industry. In particular, there is significant congestion at ports of entry to the United States, which is increasing the time and cost to ship goods to our stores. Additionally, customer demand for certain products has also fluctuated as the COVID-19 pandemic has progressed and customer behaviors have changed, which has challenged our ability to anticipate and/or adjust inventory levels to meet that demand. These factors have resulted in a decrease in our in-stock levels for certain products as well as delays in delivering those products to our distribution centers, stores or customers. While we are working closely with our suppliers and transportation partners to mitigate the impact of these disruptions, future capacity shortages or shipping cost increases could have an adverse impact upon our business. Our success is also ~~monitoring potential impacts~~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 employees or employees of 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 ~~weeks~~our competitors instead of ~~widespread protests~~from us, which would adversely affect our business, financial condition, and ~~civil unrest~~operating results.

Proposed changes in U.S. taxation of businesses could adversely affect us.

The new Democratic Presidential Administration has proposed changes to tax law that ~~started at~~would, among other things, increase the ~~end~~corporate tax rate, impose a 15% minimum tax on corporate book income, and strengthen the GILTI regime imposed by the Tax Cuts and Jobs Act while eliminating related tax exemptions. Any such tax changes could materially increase the amount of ~~May 2020 related~~taxes we would be required to ~~efforts~~pay, which could adversely affect our business, financial condition and operating results. For example, increases in the corporate tax rate may adversely impact our cash flow, which would in turn negatively impact our performance and liquidity. Other changes that may be enacted in the future, including changes to ~~institute law enforcement~~tax laws enacted by state or local governments in jurisdictions in which we operate, could result in further changes to state and ~~other social~~local taxation and ~~political reforms.~~materially adversely affect our financial position and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

3432

Table of Contents

Item 6. Exhibits


Exhibit No.						Exhibit Description
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)
10.1						Amendment No. 45 and Incremental Term Loan Agreement to Credit Agreement, dated as of ~~May 18, 2020,~~February 9, 2021, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., FD Sales Company LLC, the lenders ~~from time to time~~ party thereto, ~~and~~ UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent and Golub Capital LLC, as Additional Initial Term Loan Arranger (2)
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover 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.

(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 Registrant’s Current Report on Form 8-K (File No. 001-38070) filed with the SEC on ~~May 18, 2020,~~February 9, 2021, and incorporated herein by reference.

3533

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FLOOR & DECOR HOLDINGS, INC.

Dated: ~~July 30, 2020~~May 6, 2021

By:

/s/ Thomas V. Taylor

Thomas V. Taylor

Chief Executive Officer

(Principal Executive Officer)

Dated: ~~July 30, 2020~~May 6, 2021

By:

/s/ Trevor S. Lang

Trevor S. Lang

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

3634


	Options	Weighted Average Exercise Price
Outstanding at December 27, 2019	6,037,079	$	13.64
Granted	278,499	57.22
Exercised	(1,291,255)	6.71
Forfeited or expired	(91,618)	23.00
Outstanding at June 25, 2020	4,932,705	$	17.74
Vested and exercisable at June 25, 2020	2,746,188	$	10.39