Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 6, 2024

___________________________________

Savers Value Village, Inc.

(Exact name of Registrant as specified in its charter)

___________________________________


Delaware (State of Incorporation)	001-41733 (Commission File Number)	83-4165683 (I.R.S. Employer Identification Number)
11400 S.E. 6th Street, Suite 125 Bellevue, WA 98004
(Address of principal executive offices and zip code)
(425) 462-1515
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.000001	SVV	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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. ☐

Item 2.02 - Results of Operations and Financial Condition.

On May 09, 2024, Savers Value Village, Inc. (the “Company”) issued a press release announcing results for the thirteen weeks ended March 30, 2024.

A copy of the press release issued on May 09, 2024 is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly stated by specific reference in such a filing.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 06, 2024, the Board of Directors (the “Board”) of the Company appointed Michael Maher as the Company’s Chief Financial Officer and Treasurer, effective May 13, 2024. Mr. Maher will replace Jay Stasz, the Company’s current Chief Financial Officer and Treasurer. Mr. Stasz’ departure is not the result of any dispute or disagreement with the Company, including with respect to any matters relating to the Company’s accounting practices or financial reporting.

In order to assist with a successful transition, Mr. Stasz has agreed to remain employed by the Company in an advisory role through August 12, 2024. Upon his departure, he will be eligible for the separation benefits provided under his employment agreement.

Mr. Maher, age 50, is a seasoned finance leader, bringing to the Company over 25 years of experience in the retail and consumer sectors. Most recently, Mr. Maher served as Interim Chief Financial Officer at Nordstrom, Inc. from December 2022 to May 2023. Mr. Maher spent over 13 years in various senior finance roles at Nordstrom, including Senior Vice President, Finance and Vice President, Finance (Nordstrom Business Unit) from 2011 to 2020 and Senior Vice President, Chief Accounting Officer from January 2020 to June 2023, and was instrumental in guiding the company through periods of transformation. His extensive finance expertise includes all aspects of business development, financial planning, accounting, reporting, treasury, tax and investor relations. Prior to joining Nordstrom, Mr. Maher served as the Vice President, Retail Division Controller for Longs Drug Stores Corporation, the Assistant Corporate Controller at 24 Hour Fitness, and as a Manager of Assurance and Advisory Services and a Certified Public Accountant with Deloitte & Touche LLP. He holds a Bachelor of Arts in Business Economics from the University of California, Los Angeles.

The Board approved Mr. Maher’s compensation in connection with his appointment as Chief Financial Officer and Treasurer, including an annual base salary of $525,000 and a target annual cash bonus opportunity of seventy-five percent (75%) of his base salary. Mr. Maher will also receive, subject to approval by the Board, an award of $300,000 restricted stock units and $300,000 non-qualified stock options, each of which will vest in equal annual increments over a three-year period. He is expected to enter into the Company’s standard form of executive employment agreement, which upon certain termination events provides for severance benefits including 12 months of salary and health benefits, pro-rated bonus and outplacement services. Mr. Maher is also eligible to participate in the Company’s benefits as may be offered from time to time to other employees.

There are no arrangements between Mr. Maher and any other persons pursuant to which he was appointed to serve as the Company’s Chief Financial Officer and Treasurer. There are no family relationships between Mr. Maher and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 – Regulation FD.

The Company issued a press release announcing the officer changes on May 09, 2024. A copy of that press release is furnished as Exhibit 99.2 to this Current Report and incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Earnings Press Release of Savers Value Village, Inc. dated May 9, 2024
99.2						Press Release of Savers Value Village, Inc. dated May 9, 2024
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURE

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 hereunto duly authorized.


		SAVERS VALUE VILLAGE, INC.

Date:	May 09, 2024	By:	/s/ Richard Medway
		Name:	Richard Medway
		Title:	General Counsel, Chief Compliance Officer, Chief Sustainability Officer and Secretary

Exhibit 99.1

Savers Value Village, Inc. Reports First Quarter Financial Results and Acquisition of Thrift Store Chain with Seven Locations in Georgia

Sales increased 2.5%

Comparable store sales increased 0.3%

Entering the U.S. Southeast with seven store acquisition

Net store growth now targeted at 29 in 2024 with acquisition

Bellevue, WA - May 9, 2024 – Savers Value Village, Inc. (NYSE: SVV), (the “Company”) today announced financial results for the thirteen weeks ended March 30, 2024 (the “first quarter”).

Highlights for the First Quarter, Compared to the thirteen weeks ended April 1, 2023

•Net sales increased 2.5% to $354.2 million.

•Comparable store sales increased 0.3%, with the United States (“U.S.”) up 2.3% and Canada down 2.6%.

•Sales yield2 increased 1.4% to $1.41 per pound.

•The Company ended the first quarter with 326 stores, increasing its store count by 2.8%.

•Net loss of $0.5 million, or $0.00 per diluted share.

•Adjusted net income1 increased 32.3% to $13.9 million and Adjusted net income per diluted share1 was $0.08.

•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”)1 increased 2.1% to $60.3 million, and Adjusted EBITDA margin1 decreased 10 basis points to 17.0%. Changes in foreign currency rates positively impacted Adjusted EBITDA1 by $0.2 million during the first quarter.

•Total active members enrolled in our U.S. and Canadian loyalty programs increased 12.2% to 5.5 million.

Mark Walsh, Chief Executive Officer, commented, “Our first quarter results were in line with our expectations and guidance. Demand trends in the U.S. were strong and relatively consistent throughout the quarter, our new stores are performing well and ramping in line with plan, and the acquisition in Georgia provides an entry point into a new and high-growth region where we have no presence. With this acquisition, we now plan to add a total of 29 net new stores this year. While the macro environment in Canada is putting some pressure on our lower income customer segment, we have aligned processing levels to recent demand trends. We have also taken a number of steps to strengthen our balance sheet over the past several months and expect to end the year with net leverage around 1.5 times.”


1 Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as well as amounts presented on a constant currency basis, are not measures recognized under U.S. generally accepted accounting principles (“GAAP”). For additional information on our use of non-GAAP financial measures, see “Non-GAAP Financial Measures”, “Constant Currency” and the accompanying financial tables which reconcile GAAP financial measures to these non-GAAP measures. 2 We define sales yield as retail sales generated per pound processed on a currency neutral and comparable store basis.

Subsequent Events

Acquisition of Thrift Store Chain with Seven Locations in Atlanta, GA

On May 6, 2024, the Company acquired 2 Peaches Group, LLC (“2 Peaches”), a thrift store chain with seven locations in the Atlanta, Georgia metropolitan area. The acquired stores are the Company’s first locations in the state of Georgia and will serve as a base for the Company’s entrance and expansion into the southeast region of the U.S.

Michael Maher Named as Chief Financial Officer

In a separate press release dated May 9, 2024, the Company announced that Michael Maher has been appointed to the role of Chief Financial Officer (“CFO”), replacing current CFO, Jay Stasz, effective May 13, 2024. Mr. Maher will be based at the Company’s headquarters in Bellevue, Washington and will report to Mark Walsh, Chief Executive Officer. In order to assist with a successful transition, Mr. Stasz has agreed to remain employed by the Company in an advisory role through August 12, 2024.

Mr. Maher is a seasoned finance leader, bringing to the Company over 25 years of experience in the retail and consumer sectors. Most recently, he served as Interim Chief Financial Officer at Nordstrom, Inc., where he spent over 13 years in various senior finance roles and was instrumental in guiding the company through periods of transformation. His extensive finance expertise includes all aspects of business development, financial planning, accounting, reporting, treasury, tax and investor relations. He holds a Bachelor of Arts in Business Economics from the University of California, Los Angeles.

Fiscal 2024 Outlook

The Company’s updated outlook for the fifty-two weeks ended December 28, 2024 (“fiscal 2024”) is as follows:

•Store base increase of approximately 29, consisting of 22 new stores (unchanged) and 7 stores from our Two Peaches acquisition;

•Total net sales of approximately from $1.57 to $1.59 billion (unchanged);

•Comparable store sales growth of approximately from 2% to 3% (unchanged);

•Net income of approximately $85 million to $92 million (from $78 million previously);

•Adjusted net income1 of approximately $126 million to $133 million (from $123 million previously);

•Adjusted EBITDA2 of approximately $330 million to $340 million (from $340 million previously);

•Capital expenditures of approximately $105 to $115 million (unchanged); and

•Diluted weighted average common shares outstanding of approximately 171 million (from 172 million previously).

Included in the outlook figures contained above is contribution from the Company’s acquisition of 2 Peaches. The 2 Peaches acquisition closed on May 6, 2024 and will add seven stores to the U.S. operations beginning in the second quarter ending June 30, 2024. For the period of May 7, 2024 to December 28, 2024, the acquisition is expected to generate approximately $7 million in net sales.

1 Adjusted net income is not a measure recognized under GAAP. For additional information on our use of non-GAAP financial measures, see “Non-GAAP Financial Measures” and the accompanying financial tables which reconcile GAAP financial measures to non-GAAP measures.

2 Adjusted EBITDA is not a measure recognized under GAAP. We have not reconciled guidance for Adjusted EBITDA to the corresponding GAAP financial measure because we cannot determine the probable significance of the various reconciling items, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly period to period. Accordingly, reconciliations to the corresponding GAAP financial measure are not available without unreasonable effort.

Conference Call Information

A conference call to discuss the first quarter financial results is scheduled for today, May 9, 2024, at 4:30 p.m. ET.

Investors and analysts who wish to participate in the call are invited to dial +1 800 549 8228 (international callers, please dial +1 289 819 1520) approximately 10 minutes prior to the start of the call. Please reference Conference ID 87107 when prompted. A live webcast of the conference call will be available over the Internet, which you may access by logging on to the Investor Relations section on the Company’s website at https://ir.savers.com/events-and-presentations/default.aspx.

A recorded replay of the call will be available shortly after the conclusion of the call and remain available until May 23, 2024. To access the telephone replay, dial +1 888 660 6264 (international callers, please dial +1 289 819 1325). The access code for the replay is 87107#. A replay of the webcast will also be available within two hours of the conclusion of the call and will remain available on the website for one year.

About the Savers Value Village™ family of thrift stores

As the largest for-profit thrift operator in the U.S. and Canada for value priced pre-owned clothing, accessories and household goods, our mission is to champion reuse and inspire a future where secondhand is second nature. Learn more about the Savers family of thrift stores, our impact, and the #ThriftProud movement at savers.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. Forward looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections, the outlook for the Company’s future business, prospects, financial performance, including its fiscal 2024 outlook or financial guidance, and industry outlook. Forward-looking statements are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to: the impact on both the supply and demand for the Company’s products caused by general economic conditions and changes in consumer confidence and spending; the Company’s ability to anticipate consumer demand and to source and process a sufficient quantity of quality secondhand items at attractive prices on a recurring basis; risks related to attracting new, and retaining existing customers, including by increasing acceptance of secondhand items among new and growing customer demographics; risks associated with its status as a “brick and mortar” only retailer and its lack of operations in the growing online retail marketplace; its failure to open new profitable stores, or successfully enter new markets on a timely basis or at all; risks associated with doing business with international manufacturers and suppliers including, but not limited to, transportation and shipping challenges, regulatory risks in foreign jurisdictions (particularly in Canada, where the Company maintains extensive operations) and exchange rate risks, which the Company may not choose to fully hedge; the loss of, or disruption or interruption in the operations of, its centralized distribution centers; risks associated with litigation, the expense of defense, and the potential for adverse outcomes; its failure to properly hire and to retain key personnel and other qualified personnel or to manage labor costs; risks associated with the timely and effective deployment, protection, and defense of computer networks and other electronic systems, including e-mail; changes in government regulations, procedures and requirements; its ability to maintain an effective system of internal controls and produce timely and accurate financial statements or comply with applicable regulations; risks associated with heightened geopolitical instability due to the conflicts in the Middle East and Eastern Europe; the outbreak of viruses or widespread illness, such as the COVID-19 pandemic, natural disasters or other highly disruptive events and regulatory responses thereto; together with each of the other factors set forth under the heading “Risk Factors” in its filings with the United States Securities and Exchange Commission (“SEC”). Any forward-looking statement made by us in this press release speaks only as of the date on which it is made, and while we believe that information forms a reasonable basis for such statements, that information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Moreover, factors or events that could cause the Company’s actual results to differ may emerge from time to

time, and it is not possible for us to predict all of them. The Company is not under any obligation (and specifically disclaims any such obligation) to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. Non-GAAP financial measures used by the Company include Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin. The Company has included these non-GAAP financial measures in this press release as they are key measures used by its management and its board of directors to evaluate its operating performance and the effectiveness of its business strategies, make budgeting decisions, and evaluate compensation decisions. Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. There are limitations to using non-GAAP financial measures, including those amounts presented in accordance with the Company’s definitions of Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as they may not be comparable to similar measures disclosed by its competitors, because not all companies and analysts calculate Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin in the same manner. Because of these limitations, you should consider Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including, as applicable, net income and the Company’s other GAAP results. The Company presents Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin because we consider these meaningful measures to share with investors because they best allow comparison of the performance of one period with that of another period. In addition, by presenting Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, we provide investors with management’s perspective of the Company’s operating performance.

Adjusted net income is defined as net loss excluding the impact of loss on extinguishment of debt, IPO-related stock-based compensation expense, transaction costs, dividend-related bonus, loss (gain) on foreign currency net, certain other adjustments, the tax effect on the above adjustments, and the excess tax benefit from stock option exercises. The Company defines Adjusted net income per diluted share as Adjusted net income divided by adjusted diluted weighted average common shares outstanding.

The Company defines Adjusted EBITDA as net loss excluding the impact of interest expense, net, income tax benefit, depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, transaction costs, dividend-related bonus, loss (gain) on foreign currency, net and certain other adjustments. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.

Constant Currency

The Company reports certain operating results on a constant-currency basis in order to facilitate period-to-period comparisons of its results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refers to the exchange rates used to translate the Company's operating results for all countries where the functional currency is not the U.S. Dollar into U.S. Dollars. Because the Company is a global company, foreign currency exchange rates used for translation may have a significant effect on its reported results. In general, given the Company's significant operations in Canada, the Company's financial results are affected positively by a weakening of the U.S. Dollar against the Canadian Dollar and are affected negatively by a strengthening of the U.S. Dollar against the Canadian Dollar. References to operating results on a constant-currency basis mean operating results without the impact of foreign currency exchange rate fluctuations.

The Company believes disclosure of constant-currency net sales is helpful to investors because it facilitates period-to-period comparisons of its results by increasing the transparency of its underlying performance by excluding the impact of fluctuating foreign currency exchange rates. However, constant-currency results are non-GAAP financial measures and are not meant to be considered as an alternative or substitute for comparable measures prepared in accordance with GAAP. Constant-currency results have no standardized meaning prescribed by GAAP, are not prepared under any comprehensive set of accounting rules or principles and should be read in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.

Constant-currency results have limitations in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. During the thirteen weeks ended March 30, 2024, as compared to the thirteen weeks ended April 1, 2023, the U.S. Dollar was weaker relative to the Canadian Dollar but stronger relative to the Australian Dollar which overall resulted in a favorable foreign currency impact on our operating results. To present this information, our current operating results in currencies other than the U.S. dollar are converted into U.S. dollars using the average exchange rates from the comparative prior period rather than the actual average exchange rates in effect.

Investor Contact:

John Rouleau/Lyn Walther

ICR, Inc.

Investors@savers.com

Media Contact:

Edelman Smithfield | 713.299.4115 | Savers@edelman.com

Savers | 206.228.2261 | sgaugl@savers.com

SAVERS VALUE VILLAGE, INC.

Condensed Consolidated Balance Sheets

(All amounts in thousands, except per share amounts, unaudited)


	March 30, 2024		December 30, 2023
Current assets:
Cash and cash equivalents	$	102,183	$	179,955
Trade receivables, net	12,557		11,767
Inventories	35,325		32,820
Prepaid expenses and other current assets	31,911		25,691
Derivative assets – current	36,133		7,691
Total current assets	218,109		257,924
Property and equipment, net	236,068		229,405
Right-of-use lease assets	515,224		499,375
Goodwill	681,520		687,368
Intangible assets, net	163,977		166,681
Other assets	3,057		3,133
Derivative assets – non-current	—		23,519
Total assets	$	1,817,955	$	1,867,405
Current liabilities:
Accounts payable and accrued liabilities	$	93,447	$	92,550
Accrued payroll and related taxes	44,001		65,096
Lease liabilities – current	77,829		79,306
Current portion of long-term debt and short-term borrowings	6,000		4,500
Total current liabilities	221,277		241,452
Long-term debt, net	735,863		784,593
Lease liabilities – non-current	438,994		419,407
Deferred tax liabilities, net	6,954		27,909
Other liabilities	19,910		17,989
Total liabilities	1,422,998		1,491,350
Stockholders’ equity:
Preferred stock	—		—
Common stock	—		—
Additional paid-in capital	615,196		593,109
Accumulated deficit	(248,008)		(247,541)
Accumulated other comprehensive income	27,769		30,487
Total stockholders’ equity	394,957		376,055
Total liabilities and stockholders’ equity	$	1,817,955	$	1,867,405

SAVERS VALUE VILLAGE, INC.

Condensed Consolidated Statements of Net Loss

(All amounts in thousands, except per share amounts, unaudited)


	Thirteen Weeks Ended
	March 30, 2024			April 1, 2023
	Amount		% of Sales	Amount		% of Sales
Net sales	$	354,172	100.0%	$	345,684	100.0%
Operating expenses:
Cost of merchandise sold, exclusive of depreciation and amortization	158,164		44.7	145,753		42.1
Salaries, wages and benefits	83,697		23.6	92,632		26.8
Selling, general and administrative	77,743		22.0	77,045		22.3
Depreciation and amortization	18,301		5.1	14,484		4.2
Total operating expenses	337,905		95.4	329,914		95.4
Operating income	16,267		4.6	15,770		4.6
Other (expense) income
Interest expense, net	(16,076)		(4.5)	(24,470)		(7.1)
(Loss) gain on foreign currency, net	(956)		(0.3)	1,295		0.4
Other expense, net	(106)		—	(216)		(0.1)
Loss on extinguishment of debt	(4,088)		(1.2)	(6,011)		(1.7)
Other expense, net	(21,226)		(6.0)	(29,402)		(8.5)
Loss before income taxes	(4,959)		(1.4)	(13,632)		(3.9)
Income tax benefit	(4,492)		(1.3)	(3,437)		(1.0)
Net loss	$	(467)	(0.1)%	$	(10,195)	(2.9)%
Net loss per share, basic	$	(0.00)		$	(0.07)
Net loss per share, diluted	$	(0.00)		$	(0.07)
Basic weighted average shares outstanding	161,247			141,695
Diluted weighted average shares outstanding	161,247			141,695

SAVERS VALUE VILLAGE, INC.

Condensed Consolidated Statements of Cash Flows

(All amounts in thousands, unaudited)


	Thirteen Weeks Ended
	March 30, 2024		April 1, 2023
Cash flows from operating activities:
Net loss	$	(467)	$	(10,195)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	19,129		917
Amortization of debt issuance costs and debt discount	1,401		1,466
Depreciation and amortization	18,301		14,484
Operating lease expense	31,450		29,392
Deferred income taxes, net	(20,811)		(8,611)
Loss on extinguishment of debt	4,088		6,011
Other items	(1,991)		(3,905)
Changes in operating assets and liabilities:
Trade receivables	(683)		(1,043)
Inventories	(2,590)		(3,328)
Prepaid expenses and other current assets	(6,291)		(1,014)
Accounts payable and accrued liabilities	1,234		2,351
Accrued payroll and related taxes	(20,465)		(14,292)
Operating lease liabilities	(29,283)		(27,830)
Other liabilities	1,178		763
Net cash used in operating activities	(5,800)		(14,834)
Cash flows from investing activities:
Purchases of property and equipment	(22,494)		(20,799)
Settlement of derivative instruments, net	(59)		(51)
Net cash used in investing activities	(22,553)		(20,850)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net	—		529,247
Principal payments on long-term debt	(51,000)		(235,463)
Payment of debt issuance costs	(111)		(4,359)
Prepayment premium on extinguishment of debt	(1,485)		—
Advances on revolving line of credit	—		35,000
Repayments of revolving line of credit	—		(47,000)
Proceeds from stock option exercises	2,958		—
Dividends paid	—		(262,235)
Repurchase of shares and shares withheld to cover taxes	—		(345)
Settlement of derivative instrument, net	2,362		1,785
Principal payments on finance lease liabilities	(346)		—
Net cash (used in) provided by financing activities	(47,622)		16,630
Effect of exchange rate changes on cash and cash equivalents	(1,797)		(124)
Net change in cash and cash equivalents	(77,772)		(19,178)
Cash and cash equivalents at beginning of period	179,955		112,132
Cash and cash equivalents at end of period	$	102,183	$	92,954

SAVERS VALUE VILLAGE, INC.

Supplemental Detail on Net Loss Per Common Share Calculation

(Unaudited)

The following unaudited table sets forth the computation of net loss per basic and diluted share as shown on the face of the accompanying condensed consolidated statements of net loss:


	Thirteen Weeks Ended
(in thousands, except per share data)	March 30, 2024		April 1, 2023
Numerator
Net loss	$	(467)	$	(10,195)
Denominator
Basic weighted average common shares outstanding	161,247		141,695
Dilutive effect of employee stock options and awards	—		—
Diluted weighted average common shares outstanding	161,247		141,695
Net loss per share
Basic	$	(0.00)	$	(0.07)
Diluted	$	(0.00)	$	(0.07)

SAVERS VALUE VILLAGE, INC.

Supplemental Detail on Net Sales by Segment

(Unaudited)

The following unaudited table presents net sales by segment for the periods presented:


	Thirteen Weeks Ended
(dollars in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
U.S. Retail	$	192,580	$	184,021	$	8,559	4.7	%
Canada Retail	134,119		133,273		846		0.6
Other	27,473		28,390		(917)		(3.2)
Total net sales	$	354,172	$	345,684	$	8,488	2.5	%

SAVERS VALUE VILLAGE, INC.

Supplemental Information

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

The following information relates to non-GAAP financial measures and should be read in conjunction with the investor call held on May 9, 2024, discussing the Company’s financial condition and results of operations for the first quarter.

The following unaudited table presents a reconciliation of net loss and net loss per diluted share on a GAAP basis to Adjusted net income and Adjusted net income per diluted share for the periods presented:


	Thirteen Weeks Ended
(in thousands, except per share amounts)	March 30, 2024		April 1, 2023
Net loss:
Net loss	$	(467)	$	(10,195)
Loss on extinguishment of debt(1)(2)	4,088		6,011
IPO-related stock-based compensation expense(1)(3)	17,993		—
Transaction costs(1)(4)	2,257		940
Dividend-related bonus(1)(5)	—		24,097
Loss (gain) on foreign currency, net(1)	956		(1,295)

Other adjustments(1)(6)	2		(634)
Tax effect on adjustments(7)	(7,938)		(8,444)
Excess tax benefit from stock option exercises	(3,028)		—
Adjusted net income	$	13,863	$	10,480

Net loss per share - diluted(8):
Net loss per diluted share	$	(0.00)	$	(0.07)
Loss on extinguishment of debt(1)(2)	0.02		0.04
IPO-related stock-based compensation expense(1)(3)	0.11		—
Transaction costs(1)(4)	0.01		0.01
Dividend-related bonus(1)(5)	—		0.16
Loss (gain) on foreign currency, net(1)	0.01		(0.01)

Other adjustments(1)(6)	—		—
Tax effect on adjustments(7)	(0.05)		(0.06)
Excess tax benefit from stock option exercises	(0.02)		—
Adjusted net income per diluted share	$	0.08	$	0.07

(1)Presented pre-tax.

(2)Removes the effects of the loss on extinguishment of debt in relation to the repricing of outstanding borrowings under the Term Loan Facility on January 30, 2024, the partial redemption of our Senior Secured Notes on March 4, 2024, and the partial repayment of outstanding borrowings under the Term Loan Facility on February 6, 2023.

(3)Reflects stock-based compensation expense for performance-based options triggered by the completion of our IPO and expense related to restricted stock units issued in connection with the Company’s IPO.

(4)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.

(5)Represents dividend-related bonus and related payroll taxes paid in conjunction with our February 2023 dividend.

(6)The thirteen weeks ended April 1, 2023 includes legal settlement proceeds of $0.5 million.

(7)Tax effect on adjustments is calculated based on the forecasted effective tax rate for the fiscal year.

(8)For the thirteen weeks ended March 30, 2024 and April 1, 2023, Adjusted net income per diluted share includes 6,782 and 4,644 of potential shares of common stock, respectively, relating to awards of stock options and restricted stock units that were excluded from the calculation of GAAP diluted net loss per share as their inclusion would have had an antidilutive effect.

A reconciliation of the Company’s fiscal 2024 outlook for net income on a GAAP basis to Adjusted net income is presented in the table below:


	Fifty-Two Weeks Ended
(in millions)	December 28, 2024
	Low End		High End
Net income:
Net income	$	85	$	92
Loss on extinguishment of debt(1)(2)	4		4
IPO-related stock-based compensation expense(1)(3)	56		56

Transaction costs(1)(4)	2		2

Loss on foreign currency, net(1)	2		2


Tax effect on adjustments	(20)		(20)
Excess tax benefit from stock option exercises	(3)		(3)
Adjusted net income	$	126	$	133

(1)Presented pre-tax.

(2)Removes the effects of the loss on extinguishment of debt in relation to the repricing of outstanding borrowings under the Term Loan Facility on January 30, 2024 and the partial redemption of our Senior Secured Notes on March 4, 2024,

(4)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.

The following unaudited table presents a reconciliation of GAAP net loss to Adjusted EBITDA for the periods presented:


	Thirteen Weeks Ended
	March 30, 2024		April 1, 2023
(in thousands)
Net loss	$	(467)	$	(10,195)
Interest expense, net	16,076		24,470
Income tax benefit	(4,492)		(3,437)
Depreciation and amortization	18,301		14,484
Loss on extinguishment of debt(1)	4,088		6,011
Stock-based compensation expense(2)	19,129		917
Non-cash occupancy-related costs(3)	1,993		697
Lease intangible asset expense(4)	877		1,126
Pre-opening expenses(5)	1,502		1,378


Store closing expenses(6)	53		448
Transaction costs(7)	2,257		940
Dividend-related bonus(8)	—		24,097
Loss (gain) on foreign currency, net	956		(1,295)

Other adjustments(9)	2		(634)
Adjusted EBITDA	$	60,275	$	59,007
Net loss margin	(0.1)%		(2.9)%
Adjusted EBITDA margin	17.0%		17.1%

(1)Removes the effects of the loss on extinguishment of debt in relation to the repricing of outstanding borrowings under the Term Loan Facility on January 30, 2024, the partial redemption of our Senior Secured Notes on March 4, 2024, and the partial repayment of outstanding borrowings under the Term Loan Facility on February 6, 2023.

(2)Represents non-cash stock-based compensation expense related to stock options and restricted stock units granted to certain of our employees and directors.

(3)Represents the difference between cash and straight-line lease expense.

(4)Represents lease expense associated with acquired lease intangibles. Prior to the adoption of Topic 842, this expense was included within depreciation and amortization.

(5)Pre-opening expenses include expenses incurred in the preparation and opening of new stores and processing locations, such as payroll, training, travel, occupancy and supplies.

(6)Costs associated with the closing of certain retail locations, including lease termination costs, amounts paid to third parties for rent reduction negotiations, and fees paid to landlords for store closings.

(7)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.

(8)Represents dividend-related bonus and related taxes paid in conjunction with our February 2023 dividend.

(9)The thirteen weeks ended April 1, 2023 includes legal settlement proceeds of $0.5 million.

Constant-currency

The Company calculates constant-currency net sales by translating current-period net sales using the average exchange rates from the comparative prior period rather than the actual average exchange rates in effect. The Company’s constant-currency net sales is not a financial measure prepared in accordance with GAAP.

The following unaudited table presents a reconciliation of GAAP net sales to constant-currency net sales for the periods presented:


	Thirteen Weeks Ended
(dollars in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Net sales	$	354,172	$	345,684	$	8,488	2.5	%
Impact of foreign currency	(20)		n/a		(20)		n/m
Constant-currency net sales	$	354,152	$	345,684	$	8,468	2.4	%


n/a - not applicable n/m - not meaningful

Supplemental Metrics

We use the supplemental metrics below to evaluate the performance of our business, identify trends, formulate financial projections and make strategic decisions. The Company believes that these metrics provide useful information to investors and others in understanding and evaluating its results of operations in the same manner as its management team.

The following unaudited table summarizes certain supplemental metrics for the periods presented:


	Thirteen Weeks Ended
	March 30, 2024			April 1, 2023
Comparable Store Sales Growth (1)
United States	2.3		%	5.6		%
Canada	(2.6)		%	9.0		%
Total (2)	0.3		%	7.2		%
Number of Stores
United States	155			152
Canada	159			153
Total (2)	326			317
Processed Supply Volume (lbs mm)	238			240





Sales Yield (3)	$	1.41		$	1.39

(1)Comparable store sales growth is the percentage change in comparable store sales over the comparable period in the prior fiscal year. We define comparable store sales to be sales by stores that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores that are starting their third fiscal year of operation. In fiscal year 2023, comparable store sales growth excludes stores acquired in the 2nd Ave. Acquisition because those stores were not yet fully integrated during the prior year.

(2)Total comparable store sales growth and total number of stores include our Australia retail locations, in addition to retail stores in the U.S. and Canada.

(3)We define sales yield as retail sales generated per pound processed on a currency neutral and comparable store basis.

Savers Value Village, Inc. Names Michael Maher as

Chief Financial Officer

Bellevue, WA – May 9, 2024 – Savers Value Village, Inc. (NYSE: SVV), (“Savers” or the “Company”) today announced that Michael Maher has been appointed to the role of Chief Financial Officer (CFO), replacing current CFO, Jay Stasz, effective May 13, 2024. Mr. Maher will be based at the Company’s headquarters in Bellevue, Washington and will report to Mark Walsh, Chief Executive Officer. In order to assist with a successful transition, Mr. Stasz has agreed to remain employed by the Company in an advisory role through August 12, 2024.

Mr. Maher is a seasoned finance leader, bringing to Savers over 25 years of experience in the retail and consumer sectors. Most recently, he served as Interim Chief Financial Officer at Nordstrom, Inc., where he spent over 13 years in various senior finance roles and was instrumental in guiding the company through periods of transformation. His extensive finance expertise includes all aspects of business development, financial planning, accounting, reporting, treasury, tax and investor relations. He holds a Bachelor of Arts in Business Economics from the University of California, Los Angeles.

“We are excited to welcome Michael to Savers’ leadership team. He is a proven public company financial leader and is recognized for his strategic mindset, delivery of results, effective collaboration and strong communication skills. The Board and I believe Michael has the ideal skillset to help us capitalize on our growth opportunities ahead,” said Mr. Walsh. “On behalf of the entire Savers Value Village organization, I want to thank Jay for his contributions to Savers, including his leadership during our successful transition to becoming a public company. We wish him all the best.”

About the Savers Value Village™ family of thrift stores

As the largest for-profit thrift operator in the United States and Canada for value priced pre-owned clothing, accessories and household goods, our mission is to champion reuse and inspire a future where secondhand is second nature. Learn more about the Savers family of thrift stores, our impact, and the #ThriftProud movement at savers.com.

Investor Contact

John Rouleau/Lyn Walther

ICR, Inc.

Investors@savers.com

Media Contact

Edelman Smithfield | 713.299.4115 | Savers@edelman.com

Savers | 206.228.2261 | sgaugl@savers.com

Cover	May 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 06, 2024
Entity Registrant Name	Savers Value Village, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41733
Entity Tax Identification Number	83-4165683
Entity Address, State or Province	WA
Entity Address, Address Line One	11400 S.E. 6th Street, Suite 125
Entity Address, City or Town	Bellevue
Entity Address, Postal Zip Code	98004
City Area Code	425
Local Phone Number	462-1515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.000001
Trading Symbol	SVV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001883313