Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)


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

For the quarterly period ended March 30, 2024


¨			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 001-41733

____________________________

Savers Value Village, Inc.

(Exact name of registrant as specified in its charter)

____________________________


Delaware			83-4165683
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

11400 S.E. 6th Street
Suite 125, Bellevue, WA			98004
(Address of Principal Executive Offices)			(Zip Code)

____________________________

425-462-1515

Registrant's telephone number, including area code

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.000001 per share	SVV	The 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

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. o

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

The registrant had outstanding 161,794,013 shares of common stock as of May 8, 2024.

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		Page
Special Note Regarding Forward-Looking Statements		2
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
Part II - Other Information
Item 1.	Legal Matters	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		36

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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” or the negative of these terms or other comparable terminology. In particular, statements about the markets in which we operate, including competition, growth and trends in our markets and industry; our strategies, outcomes and prospects; our expectations, beliefs, plans, objectives, assumptions; and future events or performance made in the sections titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Interim Condensed Consolidated Financial Statements (unaudited)” are forward-looking statements.

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Forward-looking statements are based on our 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:

•the impact on both the supply and demand for our products caused by general economic conditions and changes in consumer confidence and spending;

•our 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 our status as a “brick and mortar” only retailer and our lack of operations in the growing online retail marketplace;

•our 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 we maintain extensive operations) and exchange rate risks, which we may not be able to fully hedge;

•the loss of, or disruption or interruption in the operations of, our centralized distribution centers;

•risks associated with litigation, the expense of defense, and the potential for adverse outcomes;

•our 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 our computer networks and other electronic systems, including e-mail;

•changes in government regulations, procedures and requirements;

•our 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 recent COVID-19 pandemic, natural disasters or other highly disruptive events and regulatory responses thereto; and

•other factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2024.

These risks are not exhaustive. Other sections of this Quarterly Report include additional factors that could adversely affect our business and financial performance.

Any forward-looking statement made by us in this Quarterly Report 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 our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We are not under any obligation (and we specifically disclaim 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.

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Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements (Unaudited)

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
Commitments and contingencies (see Note 10)
Stockholders’ equity:
Preferred stock, $0.000001 par value, 100,000 shares authorized; zero shares issued and outstanding	—		—
Common stock, $0.000001 par value, 800,000 shares authorized; 161,728 and 160,453 shares issued and outstanding	—		—
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

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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SAVERS VALUE VILLAGE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

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


	Thirteen Weeks Ended
	March 30, 2024		April 1, 2023
Net sales	$	354,172	$	345,684
Operating expenses:
Cost of merchandise sold, exclusive of depreciation and amortization	158,164		145,753
Salaries, wages and benefits	83,697		92,632
Selling, general and administrative	77,743		77,045
Depreciation and amortization	18,301		14,484
Total operating expenses	337,905		329,914
Operating income	16,267		15,770
Other (expense) income
Interest expense, net	(16,076)		(24,470)
(Loss) gain on foreign currency, net	(956)		1,295
Other expense, net	(106)		(216)
Loss on extinguishment of debt	(4,088)		(6,011)
Other expense, net	(21,226)		(29,402)
Loss before income taxes	(4,959)		(13,632)
Income tax benefit	(4,492)		(3,437)
Net loss	(467)		(10,195)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(1,893)		(266)
Cash flow hedges	(825)		(3,647)
Other comprehensive loss	(2,718)		(3,913)
Comprehensive loss	$	(3,185)	$	(14,108)
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

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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SAVERS VALUE VILLAGE, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

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


	Common stock			Additional paid in capital		Accumulated deficit		Accumulated other comprehensive income		Total
	Shares	Amount
Balance at December 30, 2023	160,453	$	—	$	593,109	$	(247,541)	$	30,487	$	376,055
Stock-based compensation expense	—	—		19,129		—		—		19,129
Stock issued under stock incentive plans, net	1,275	—		2,958		—		—		2,958


Comprehensive loss	—	—		—		(467)		(2,718)		(3,185)
Balance at March 30, 2024	161,728	$	—	$	615,196	$	(248,008)	$	27,769	$	394,957

Balance at December 31, 2022	141,590	$	—	$	226,327	$	(38,443)	$	39,451	$	227,335
Stock-based compensation expense	—	—		917		—		—		917
Stock issued under stock incentive plans, net	158	—		(150)		—		—		(150)
Repurchase of common stock prior to IPO	(13)	—		(195)		—		—		(195)
Dividends declared, $1.32 per share	—	—		—		(262,213)		—		(262,213)
Comprehensive loss	—	—		—		(10,195)		(3,913)		(14,108)
Balance at April 1, 2023	141,735	$	—	$	226,899	$	(310,851)	$	35,538	$	(48,414)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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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
Supplemental disclosures of cash flow information:
Interest paid on debt	$	32,057	$	17,841
Income taxes paid, net	$	4,584	$	4,982
Supplemental disclosure of noncash investing activities:
Noncash capital expenditures	$	6,587	$	2,820

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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SAVERS VALUE VILLAGE, INC.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

Note 1. Description of Business and Basis of Presentation

Description of business

Savers Value Village, Inc., a Washington State based company, together with its wholly owned subsidiaries (the “Company”, “we”, “us” or “our”), sells second-hand merchandise primarily in retail stores located in the United States (“U.S.”), Canada and Australia.

Basis of presentation

The accompanying interim condensed consolidated financial statements as of March 30, 2024 and for the thirteen weeks ended March 30, 2024 and April 1, 2023, have not been audited but, in the opinion of management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The condensed consolidated balance sheet at December 30, 2023, has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal year ended December 30, 2023, and related notes included in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year, which ends on the Saturday nearest to December 31.

All dollar and share amounts in the notes to these unaudited interim condensed consolidated financial statements, with the exception of per share amounts, are rounded to the nearest thousand unless otherwise indicated.

Note 2. Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies as described in the Company’s consolidated financial statements as of and for the fiscal year ended December 30, 2023.

Use of estimates

The preparation of these unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. These estimates are based on available information and on various other assumptions that are believed to be reasonable under the circumstances. Certain items subject to such estimates and assumptions include, but are not limited to, the valuation of insurance reserves, the valuation of intangibles, the valuation of goodwill, income taxes and stock-based compensation. Actual results could vary from those estimates under different assumptions or conditions.

Revenue recognition

The following table disaggregates our revenue by retail and wholesale during each of the periods presented:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Retail sales	$	336,795	$	327,428
Wholesale sales	17,377		18,256
Total net sales	$	354,172	$	345,684

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Recently issued accounting pronouncements not yet adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require enhanced disclosures about significant expenses on an annual and interim basis for all public entities. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require that public business entities on an annual basis disclose specific categories in the rate reconciliation table, provide additional information for reconciling items that meet a quantitative threshold and provide additional information about income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.

Note 3. Indebtedness

Debt consisted of the following:


(in thousands)	March 30, 2024		December 30, 2023
Senior Secured Notes	$	445,500	$	495,000
Term Loan Facility	320,256		321,756

Total face value of debt	765,756		816,756
Less: current portion of long-term debt and short-term borrowings	6,000		4,500
Less: unamortized debt issuance costs and debt discount	23,893		27,663
Long-term debt, net	$	735,863	$	784,593

On January 30, 2024, the Company entered into an amendment (the “Third Amendment”) to its Senior Secured Credit Facilities. Among other things, the Third Amendment (i) removes the SOFR adjustment margin, (ii) reduces the margin on existing borrowings under the Term Loan Facility from a range of 4.25% to 5.50% to a range of 2.75% to 4.00%, (iii) revises the leverage-based pricing grid applicable to borrowings under the Term Loan Facility such that, among other things, a lower leverage ratio than was previously required is needed to obtain a 0.25% reduction in margin, (iv) provides for a 0.25% reduction of the margin applicable to term loan borrowings if the Company achieves certain public corporate family ratings and (v) increases the limit on the customary incremental uncommitted revolving credit facility that does not require consent of the required lenders to the greater of (a) $102.0 million and (b) 50% of EBITDA for the prior four quarters. The Third Amendment resulted in a loss on extinguishment of debt of $0.7 million.

On February 9, 2024, the Company achieved the public corporate family ratings required for a 0.25% reduction of the margin applicable to its term loan borrowings.

On March 4, 2024, the Company redeemed $49.5 million aggregate principal amount of Senior Secured Notes, equal to 10% of the outstanding balance at December 30, 2023. In addition to paying accrued interest, the Company paid a premium of 3%, or $1.5 million, on the partial redemption. This transaction resulted in a loss on extinguishment of debt of $3.4 million.

As of March 30, 2024, there were no advances on the Revolving Credit Facility, there were $1.2 million of letters of credit outstanding and $73.8 million was available to borrow.

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Note 4. Fair Value Measurements

The Company utilizes fair value measurements for its financial assets and financial liabilities and fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is based upon a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

•Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•Level 2 inputs are inputs other than unadjusted quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement.

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at March 30, 2024:


	Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	14,000	$	—	$	—	$	14,000
Interest rate swaps	—		10,023		—		10,023
Cross currency swaps	—		26,102		—		26,102
Forward contracts	—		8		—		8
Total	$	14,000	$	36,133	$	—	$	50,133
Liabilities:
Cross currency swaps	$	—	$	78	$	—	$	78
Forward contracts	—		108		—		108
Total	$	—	$	186	$	—	$	186

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at December 30, 2023:


	Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	90,000	$	—	$	—	$	90,000
Interest rate swaps	—		10,379		—		10,379
Cross currency swaps	—		20,831		—		20,831

Total	$	90,000	$	31,210	$	—	$	121,210
Liabilities:
Cross currency swaps	$	—	$	466	$	—	$	466
Forward contracts	—		384		—		384
Total	$	—	$	850	$	—	$	850

Money market funds consist of short-term deposits with an original maturity of three months or less. Interest rate swaps, cross currency swaps and forward contracts are fair valued using independent pricing services and the Company obtains an understanding of the methods used in pricing. As such, these derivative instruments are classified within Level 2.

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The fair value of the Company’s Senior Secured Notes, based on Level 1 inputs, was $480.3 million and $525.5 million at March 30, 2024 and December 30, 2023, respectively. The fair value of borrowings under the Company’s Senior Secured Credit Facilities approximate their carrying value as the current rates approximate rates on similar debt and were based on rate notices provided by the Administrative Agent (Level 2 inputs) at March 30, 2024 and December 30, 2023.

Note 5. Derivative Financial Instruments

As a result of its operating and financing activities, the Company is exposed to market risks from changes in interest and foreign currency exchange rates. These market risks may adversely affect the Company’s operating results, cash flows and financial position. The Company seeks to manage risk from changes in interest and foreign currency exchange rates through the use of derivative financial instruments. Derivative contracts are not collateralized and are entered into with large, reputable financial institutions that are monitored for counterparty risk. Refer to Note 4 for information on the fair value of our derivative instruments.

Foreign currency contracts

The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations. The Company uses derivative financial instruments to manage its exposure to foreign currency exchange rate risk, specifically U.S. Dollar (“USD”) – Canadian Dollar (“CAD”) cross currency swaps and forward sales of CAD. These instruments lock in the exchange rate for a portion of the estimated cash flows of the Company’s Canadian operations. As of March 30, 2024 and December 30, 2023, cross currency swaps with notional amounts of $275.0 million were outstanding. Additionally, as of March 30, 2024 and December 30, 2023, the Company’s forward contracts had USD equivalent gross notional amounts of $59.8 million and $33.2 million, respectively. In April 2024, the Company terminated its cross currency swaps, resulting in net proceeds of $28.1 million.

Interest rate swap contracts

The Company’s market risk is affected by changes in interest rates. The Company’s Senior Secured Credit Facilities bear interest based on market rates plus an applicable margin. Because the interest rate on the Company’s floating-rate debt is tied to market rates, the Company manages its exposure to interest rate movements by effectively converting a portion of its floating-rate debt to fixed-rate debt. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount.

The Company has agreements with each of its derivative counterparties that contain a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on its indebtedness.

At March 30, 2024 and December 30, 2023, interest rate swaps with notional amounts of $275.0 million were outstanding. In April 2024, the Company terminated its interest rate swaps, resulting in net proceeds of $10.3 million.

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The fair values of cross currency swap contracts, forward contracts and interest rate swap contracts were as follows:


(in thousands)	Balance Sheet Location	March 30, 2024		December 30, 2023
Derivatives not designated as hedging instruments:
Forward contracts	Derivative asset – current	$	8	$	—
Cross currency swaps	Derivative asset – current	26,102		—
Cross currency swaps	Derivative asset – non-current	—		20,831
Total derivatives in an asset position		$	26,110	$	20,831
Forward contracts	Accounts payable and accrued liabilities	$	108	$	384
Cross currency swaps	Accounts payable and accrued liabilities	78		466
Total derivatives in a liability position		$	186	$	850
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative asset – current	$	10,023	$	7,691
Interest rate swaps	Derivative asset – non-current	—		2,688
Total derivatives in an asset position		$	10,023	$	10,379
Total deferred gain	Accumulated other comprehensive income	$	12,220	$	13,045

The impact of derivative financial instruments on the unaudited interim condensed consolidated statements of operations and comprehensive loss was as follows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Gain (loss) on forward contracts recognized in (loss) gain on foreign currency, net	$	271	$	(65)
Gain on cross currency swaps recognized in (loss) gain on foreign currency, net	$	5,614	$	689
Gain on interest rate swaps recognized in interest expense, net	$	3,024	$	2,394

The table below presents the effect of cash flow hedge accounting on other comprehensive loss, net of tax:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Gain (loss) recognized in other comprehensive loss	$	2,199	$	(1,253)
Gain reclassified from accumulated other comprehensive income into net loss	$	3,024	$	2,394

Amounts reclassified from accumulated other comprehensive income into net loss are recognized in interest expense, net. Within the next 12 months, the Company estimates that an additional $10.8 million of gains currently recognized within accumulated other comprehensive income will be reclassified as a decrease in interest expense, net.

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Note 6. Segment Information

The Company has two reportable segments: U.S. Retail and Canada Retail. In addition to its two reportable segments, the Company has retail stores in Australia and wholesale operations, both of which are classified within Other.

The Company evaluates the performance of its segments based on Segment Profit, which it defines as operating income, exclusive of corporate overhead and allocations, asset impairments as applicable, and certain separately disclosed unusual or infrequent items. Segment Profit, as defined herein, may not be comparable to similarly titled measures used by other entities. These measures should not be considered as alternatives to our GAAP measures of Operating income, Net loss, or cash flows from operating activities as an indicator of the Company’s performance or as a measure of its liquidity.

Our segment results were as follows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Net sales:
U.S. Retail	$	192,580	$	184,021
Canada Retail	134,119		133,273
Other	27,473		28,390
Total net sales	$	354,172	$	345,684
Segment profit:
U.S. Retail	$	41,791	$	42,484
Canada Retail	35,530		33,968
Other	8,485		9,562
Total segment profit	85,806		86,014
General corporate expenses	51,238		55,760
Depreciation and amortization	18,301		14,484
Operating income	16,267		15,770
Interest expense, net	(16,076)		(24,470)
(Loss) gain on foreign currency, net	(956)		1,295
Other expense, net	(106)		(216)
Loss on extinguishment of debt	(4,088)		(6,011)
Loss before income taxes	(4,959)		(13,632)
Income tax benefit	(4,492)		(3,437)
Net loss	$	(467)	$	(10,195)

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Note 7. Net Loss Per Share

Basic and diluted net loss per share were as follows:


	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 (1)	161,247		141,695
Net loss per share
Basic	$	(0.00)	$	(0.07)
Diluted	$	(0.00)	$	(0.07)

(1)For the thirteen weeks ended March 30, 2024, the calculation of diluted net loss per share excludes the effect of 8,118 potential shares of common stock relating to awards of stock options and restricted stock units that, if exercised, would have been antidilutive. For the thirteen weeks ended April 1, 2023, the calculation of diluted net loss per share excludes the effect of 4,644 potential shares of common stock relating to awards of stock options that, if exercised, would have been antidilutive.

Note 8. Stock-based Compensation

Stock-based Compensation

Stock-based compensation expense for the thirteen weeks ended March 30, 2024 and April 1, 2023 was $19.1 million and $0.9 million, respectively.

Time-based options

Stock option awards containing only a service condition (“time-based options”) generally vest in equal annual installments over five years from the date of grant, provided the participant continues to be employed by, or provide service to, the Company through each vesting date.

The following table summarizes the activity related to time-based options as of March 30, 2024:


(in thousands, except per share and remaining term amounts)	Number of options	Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 30, 2023	7,530	$	5.99	6.93	$	85,774
Granted	475	19.70
Exercised	(1,183)	2.37

Outstanding at March 30, 2024	6,822	7.57		7.12	80,079
Exercisable at March 30, 2024	3,463	3.57		6.11	54,413

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Performance-based options

Stock option awards containing a performance condition (“performance-based options”) vest in 25% increments as performance conditions are achieved through the term of the options. Twenty-five percent of the outstanding performance-based options vested upon completion of the Company's IPO, with the remainder scheduled to vest in equal increments over three years starting on June 30, 2024, provided market-specific conditions are achieved. Performance-based options are subject to continued employment through the vesting date.

Upon completion of our IPO on July 3, 2023, we commenced recognition of stock-based compensation for our performance-based options as the underlying performance-based condition was satisfied. During the thirteen weeks ended March 30, 2024, we recognized $16.8 million of expense related to amortization of the remaining outstanding performance-based options that are recognized on a graded vesting basis over their expected vesting period.

The following table summarizes the activity related to performance-based options as of March 30, 2024:


(in thousands, except per share and remaining term amounts)	Number of Options	Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 30, 2023	7,948	$	2.05	5.78	$	121,750

Exercised	(93)	1.61
Forfeited or expired	(277)	1.61
Outstanding at March 30, 2024	7,578	2.08		5.80	130,314
Exercisable at March 30, 2024	1,895	2.08		5.80	32,579

Restricted Stock Units

Restricted stock units (“RSUs”) containing only a service condition generally vest in equal annual installments over a one-year or three-year period from the date of grant, provided the participant continues to be employed by, or provides service to, the Company through each vesting date.

The following table summarizes the activity related to RSUs as of March 30, 2024:


(in thousands, except per share amounts)	Number of units	Weighted average grant-date fair value per share
Unvested at December 30, 2023	547	$	22.81
Granted	469	19.70

Forfeited	(5)	22.59
Unvested at March 30, 2024	1,011	21.37

Note 9. Income Taxes

The income tax provision for interim periods is generally determined using an estimate of the Company’s annual effective tax rate adjusted for discrete items. Each quarter the estimate of the annual effective tax rate is updated, and if the Company’s estimated tax rate changes, a cumulative adjustment is made.

The effective tax rate for the thirteen weeks ended March 30, 2024 and April 1, 2023 was 90.6% and 25.2%, respectively. The effective tax rates differed from the federal statutory rate primarily due to changes in the valuation allowances, tax credits, withholding taxes, state income taxes, Global Intangible Low Taxed Income (“GILTI”), Foreign Derived Intangible Income (“FDII”), Internal Revenue Code Section 162(m) excess compensation, excess tax benefits related to stock option exercises and foreign rate differential.

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In the normal course of business, the Company is required to make estimated tax payments throughout the year based on the expected tax liability for the full year. This results in a prepaid balance during the first half of the year, as the Company earns most of its profit in the second half of the year. As of March 30, 2024, the Company had an $11.1 million balance in prepaid income taxes, which is classified in prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets.

Note 10. Commitments and Contingencies

Litigation and regulatory matters

The Company is involved from time to time in claims, proceedings and litigation arising in the ordinary course of business. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the unaudited interim condensed consolidated financial statements. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made. The Company may enter into discussions regarding settlement of these matters and may enter into settlement agreements, if in the best interest of the Company. From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

Note 11. Subsequent Events

Acquisition of Thrift Store Chain

On May 6, 2024, the Company acquired, for an immaterial amount, 2 Peaches Group, LLC, 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. For the period of May 7, 2024 to December 28, 2024, the acquisition is expected to generate approximately $7 million in net sales.

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

You should read the following discussion and analysis of the financial condition and results of operations of Savers Value Village, Inc. in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements for the year ended December 30, 2023 and related notes included in our Annual Report on Form 10-K filed with the SEC on March 8, 2024 (our “Annual Report”). Unless the context otherwise requires, all references in this section to “Savers Value Village”, ”the Company”, “we”, “us” or “our” refer to the business of Savers Value Village, Inc..

This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations and reflect our plans, estimates and beliefs. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report or in other parts of this Quarterly Report.

Overview

We are the largest for-profit thrift operator in the United States (“U.S.”) and Canada and operate a total of 326 stores under the Savers®, Value Village®, Value Village Boutique™, Village des Valeurs™, Unique®, and 2nd Ave.® banners. We are committed to redefining secondhand shopping by providing one-of-a-kind, low-priced merchandise ranging from quality clothing to home goods in an exciting treasure-hunt shopping environment. We purchase secondhand textiles (e.g., clothing, bedding and bath items), shoes, accessories, housewares, books and other goods from our non-profit partners (“NPPs”) either directly from them or via on-site donations (“OSDs”) at Community Donation Centers (“CDCs”) at our stores as well as through GreenDrop’s mobile donation stations. We then process, select, price, merchandise and sell these items in our stores. Items that are not sold to our retail customers are marketed to wholesale customers, who reuse or repurpose the items they purchase from us. We believe our hyper-local and socially responsible procurement model, industry-leading and innovative operations, differentiated value proposition and deep relationships with our customers distinguish us from other secondhand and value-based retailers. Our business model is rooted in ESG principles, with a mission to positively impact our stakeholders: thrifters, NPPs and their donors, our team members and our stockholders. As a leader and pioneer of the for-profit thrift category, we seek to positively impact the environment by reducing waste and extending the life of reusable goods. The vast majority of the clothing and textiles we source are sold to our retail or wholesale customers.

We offer a dynamic, ever-changing selection of items, with an average unit retail (“AUR”) price of approximately $5. Our most engaged customers are members of our Super Savers Club® loyalty program. As of March 30, 2024, we had 5.5 million total active members enrolled in our U.S. and Canadian loyalty programs each of whom have made a purchase within the last 12 months, compared to 4.9 million total active members as of April 1, 2023. Active members drove 70.9% of point-of-sale transaction value during the twelve months ended March 30, 2024, compared to 69.8% of point-of-sale transaction value during the twelve months ended April 1, 2023. Beginning in the third quarter of fiscal 2023, the Company updated its active loyalty member statistics for both fiscal 2023 and fiscal 2022 to include all stores.

We have innovated and invested in the development of significant operational expertise in order to integrate the three highly-complex parts of thrift operations—supply and processing, retail, and sales to wholesale markets. Our business model enables us to provide value to our NPPs and our customers, while driving attractive profitability and cash flow.

While purchases made by our customers in our stores do not directly benefit any NPP, we pay our NPPs a contracted rate for all donations. Our subsidiaries are registered professional fundraisers where required.

We source our merchandise locally by purchasing secondhand items donated to our NPPs primarily through three distinct and strategic procurement models:

•delivered supply: items donated to and collected by our NPPs through a variety of methods, such as neighborhood collections and donation drives;

•OSDs: donations of items by individuals to our local NPPs made at CDCs located at our stores; and

•GreenDrop locations: mobile donation stations placed in convenient, attractive and high-traffic locations that offer a fast and friendly experience to donors in the communities surrounding our stores.

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We purchase merchandise from our NPPs which provides them with revenue to support their community-focused missions. From 2018 to 2023, over 90% of our supply was locally sourced, delivering a broad and diverse selection to our customers and fostering a sense of community. Our stores deliver a broad selection for our customers and at the same time reduce transportation costs and emissions typically associated with the production and distribution of new merchandise.

Our continued investment in our stores has both elevated and modernized the thrift shopping experience, transforming our stores into a thrift destination for all generations with increasing traffic from younger generations. To maximize traffic, we leverage data to drive merchandising decisions. For each store, we closely track what is being sold to inform how we optimize our merchandising mix, including by leveraging data analytics. We have also implemented self-checkout kiosks to significantly enhance store efficiency and shorten lines, thereby further improving the shopping experience.

We display approximately 50% of all textile items we receive on our retail sales floors, approximately 50% of which are sold to thrifters. In support of our efforts to extend the life of reusable goods and recover a portion of the cost of acquiring our supply of secondhand items, we sell the majority of textiles, shoes and books unsold at retail to our wholesale customers (predominantly comprised of textile graders and small business owners) who supply local communities across the globe with gently used, affordable items like clothing, housewares, toys and shoes. Textiles not suitable for reuse as secondhand clothing can be repurposed into other textile items (e.g., wiping rags) and post-consumer fibers (e.g., insulation, carpet padding), further reducing waste.

Business Highlights

The following highlights our financial results for the thirteen weeks ended March 30, 2024 (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 U.S. up 2.3% and Canada down 2.6%.

•Sales yield 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 income increased 32.3% to $13.9 million and Adjusted net income per diluted share was $0.08.

•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased 2.1% to $60.3 million, and Adjusted EBITDA margin decreased 10 basis points to 17.0%. Changes in foreign currency rates positively impacted Adjusted EBITDA 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.

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. GAAP. For additional information on our use of non-GAAP financial measures and a reconciliation to the nearest GAAP measure, see “Non-GAAP Measures” below.

Sales yield is presented on a currency neutral and comparable store basis. For additional information on sales yield, see “Key Performance Indicators” below.

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Recent Developments

Derivative Financial Instruments

In April 2024, we terminated our interest rate swaps and cross currency swaps realizing net proceeds of $38.4 million.

Acquisition of Thrift Store Chain

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Key Performance Indicators

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

The following table summarizes our key performance indicators for the periods indicated:


	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
Other Metrics
Pounds Processed (Ibs mm)	238			240





Sales yield (3)	$	1.41		$	1.39
Cost of merchandise sold per pound processed	$	0.66		$	0.61

(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 comparative period. Comparable store sales growth is measured in local currency for Canada, while total comparable store sales growth is measured on a constant currency basis.

(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.

Comparable store sales growth

Comparable store sales growth provides us with visibility into top-line performance on a like-for-like basis excluding new stores opened in the current or previous reporting period and excluding all closed stores as of the end of the current reporting period. We believe investors can use this metric to assess our ability to increase comparable store sales over time.

During the thirteen weeks ended March 30, 2024, our comparable store sales growth was 0.3%, primarily reflecting an increase in average basket size and transaction count in our U.S. Retail segment, partially offset by a decline in transaction count in our Canada Retail segment. During the thirteen weeks ended April 1, 2023, our comparable store sales growth was 7.2%, primarily reflecting growth in transaction count.

Number of stores

Our number of stores provides us visibility into our scale of operations and is viewed as a key driver of long-term growth. We believe investors can use this metric to assess our ability to open new stores in high-growth markets while reducing the number of stores in low-growth markets.

Our number of open stores increased to 326 stores as of March 30, 2024, from 317 stores as of April 1, 2023. The increase in stores resulted from the opening of three new stores in the U.S. and six new stores in Canada.

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Pounds processed

We define pounds processed as the total number of pounds of goods processed during the period, excluding furniture and other large items. We process inventory by receiving goods directly from our NPPs or through OSDs and GreenDrop, sorting them, and placing them on the sales floor. From 2019 to 2023, we have found that items sourced through OSDs have a cost per pound that is on average less than one-third that of delivered supply from our NPPs. This metric is an indicator of the amount of secondhand goods processed during the period and is typically a key driver of top-line sales growth. We believe investors can use this metric to assist in their evaluation of our sales growth and sales yield.

During the thirteen weeks ended March 30, 2024, we processed 238 million pounds of supply, of which 71.9% was comprised of supply from OSDs and GreenDrop. During the thirteen weeks ended April 1, 2023, we processed 240 million pounds of supply, of which 68.3% was comprised of supply from OSDs and GreenDrop.

Sales yield

We define sales yield as retail sales generated per pound processed on a currency neutral and comparable store basis. We believe investors can use this metric as an indicator of the quality of goods we source, because when the quality is high, we are able to sell more items and/or sell items at higher prices from the volume we process than we would otherwise.

On a currency neutral and comparable store basis, our sales yield for the thirteen weeks ended March 30, 2024 was $1.41, compared to $1.39 for the thirteen weeks ended April 1, 2023. The 1.4% improvement in sales yield primarily reflects an increase in average selling price.

Cost of merchandise sold per pound processed

We define cost of merchandise sold per pound processed as cost of merchandise sold, exclusive of depreciation and amortization, on a reported basis, divided by total pounds of goods processed. We believe investors can use this metric to determine our ability to cost-effectively purchase and process supply items, and determine the value of incremental sales.

Cost of merchandise sold per pound processed during the thirteen weeks ended March 30, 2024 was $0.66, compared to $0.61 for the thirteen weeks ended April 1, 2023, primarily reflecting higher material, personnel and freight costs.

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Results of Operations

The following table sets forth our results of operations for each of the periods presented:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024			April 1, 2023

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)%

Thirteen Weeks Ended March 30, 2024 compared to the Thirteen Weeks Ended April 1, 2023

Net sales

The following table presents net sales:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Retail sales	$	336,795	$	327,428	$	9,367	2.9	%
Wholesale sales	17,377		18,256		(879)		(4.8)
Total net sales	$	354,172	$	345,684	$	8,488	2.5	%

Retail net sales increased by $9.4 million, or 2.9%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The 2.9% increase in retail sales resulted primarily from a 2.8% net increase in the number of stores year-over-year and comparable store sales growth of 0.3%. The impact of foreign currency was de minimis during the thirteen weeks ended March 30, 2024.

Wholesale sales decreased by $0.9 million, or 4.8%, during the thirteen weeks ended March 30, 2024. The decrease resulted primarily from reduced prices charged to our wholesale customers, which was partially offset by an increase in pounds sold during the thirteen weeks ended March 30, 2024.

Cost of merchandise sold, exclusive of depreciation and amortization

The following table presents cost of merchandise sold, exclusive of depreciation and amortization:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Cost of merchandise sold, exclusive of depreciation and amortization	$	158,164	$	145,753	$	12,411	8.5	%

Cost of merchandise sold increased by $12.4 million, or 8.5%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023.

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As a percentage of net sales, cost of merchandise sold increased to 44.7% during the thirteen weeks ended March 30, 2024, compared to 42.1% during the thirteen weeks ended April 1, 2023. The increase in cost of merchandise sold as a percentage of net sales for the thirteen weeks ended March 30, 2024 primarily reflects higher material, personnel and freight costs as a percent of sales.

Personnel costs classified within cost of merchandise sold increased to $92.2 million during the thirteen weeks ended March 30, 2024, compared to $89.2 million during the thirteen weeks ended April 1, 2023. The $3.0 million increase in personnel costs resulted primarily from higher wages, benefits and an increase in the number of stores from 317 stores as of April 1, 2023 to 326 stores as of March 30, 2024. Material costs increased primarily as a result of the ramp-up of new Centralized Processing Centers (“CPCs”).

Salaries, wages and benefits

The following table presents salaries, wages and benefits expense:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Retail and wholesale	$	47,964	$	47,998	$	(34)	(0.1)	%
Corporate	35,733		44,634		(8,901)		(19.9)
Total salaries, wages and benefits	$	83,697	$	92,632	$	(8,935)	(9.6)	%

Salaries, wages and benefits expense decreased by $8.9 million, or 9.6%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023.

Personnel costs for our retail and wholesale operations remained consistent during the thirteen weeks ended March 30, 2024 and the thirteen weeks ended April 1, 2023.

Personnel costs for our corporate employees decreased by $8.9 million. Adjusting for the $18.0 million of IPO-related stock-based compensation incurred during the thirteen weeks ended March 30, 2024 and the $24.1 million special one-time bonus and related taxes incurred during the thirteen weeks ended April 1, 2023 in relation to the issuance of our Senior Secured Notes, personnel costs for our corporate employees decreased $2.8 million primarily reflecting a reduction to annual incentive plan expense.

Selling, general and administrative

The following table presents selling, general and administrative expenses:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Rent and utilities	$	44,395	$	43,880	$	515	1.2	%
Repairs and maintenance	7,298		9,808		(2,510)		(25.6)
Professional service fees	4,028		3,616		412		11.4
Supplies	3,798		4,129		(331)		(8.0)
Marketing	2,105		1,421		684		48.1
Other expenses	16,119		14,191		1,928		13.6
Total selling, general and administrative	$	77,743	$	77,045	$	698	0.9	%

SG&A increased by $0.7 million, or 0.9%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The increase in SG&A resulted primarily from a $1.9 million increase in other expenses which includes information technology and general corporate and store expenses, as well as a $0.7 million increase in marketing due to increased store growth and current initiatives. These increases were partially offset by a $2.5 million decrease in repairs and maintenance reflecting reduced store maintenance activities.

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Depreciation and amortization

The following table presents depreciation and amortization expense:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Depreciation and amortization	$	18,301	$	14,484	$	3,817	26.4	%

Depreciation and amortization during the thirteen weeks ended March 30, 2024, increased by $3.8 million, or 26.4%, compared to the thirteen weeks ended April 1, 2023. The increase in depreciation and amortization resulted primarily from investments in our store build-outs, CPCs and Automatic Book Processing systems (“ABPs”), as well as capital expenditures related to capital maintenance.

Interest expense, net

The following table presents interest expense, net:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Interest expense, net	$	(17,699)	$	(25,398)	$	7,699	(30.3)	%
Amortization of debt issuance cost and debt discount	(1,401)		(1,466)		65		(4.4)
Gain on interest rate swaps	3,024		2,394		630		26.3
Total interest expense, net	$	(16,076)	$	(24,470)	$	8,394	(34.3)	%

Total interest expense, net decreased $8.4 million, or 34.3%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. This $8.4 million decrease resulted primarily from a $7.7 million decrease in interest expense, net, which was primarily due to a lower weighted average face value of debt. The weighted average face value of debt declined from $1.0 billion during the thirteen weeks ended April 1, 2023 to $802.6 million during the thirteen weeks ended March 30, 2024 primarily due to the timing of debt issuance and debt repayments. Also contributing to the $7.7 million decrease in interest expense, net, was a decline in the weighted average interest rate on our debt from 10.15% to 9.73%. This decline was primarily due to the execution of the Third Amendment to our Senior Secured Credit Facilities on January 30, 2024, which lowered the total margin on existing borrowings under the Term Loan Facility by 1.51 percentage points.

(Loss) gain on foreign currency, net

The following table presents (loss) gain on foreign currency, net:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
(Loss) gain on foreign currency remeasurement	$	(6,841)	$	671	$	(7,512)	n/m
Gain on derivative instruments	5,885		624		5,261		n/m
Total (loss) gain on foreign currency, net	$	(956)	$	1,295	$	(2,251)	(173.8)	%

____________

n/m – not meaningful

Gains and losses on foreign currency relate primarily to movements in the Canadian Dollar (“CAD”) relative to the U.S. Dollar (“USD”). During the thirteen weeks ended March 30, 2024, USD strengthened against CAD resulting in remeasurement losses of $6.8 million arising primarily on USD-denominated debt held by one of our Canadian entities, which was primarily offset by $5.9 million in gains on derivative instruments that we used to manage the USD – CAD exchange rate risk. During the thirteen weeks ended April 1, 2023, we did not experience any material gains or losses related to foreign currency movements.

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Other expense, net

The following table presents other expense, net:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Other expense, net	$	(106)	$	(216)	$	110	n/m

____________

n/m – not meaningful

We did not incur material amounts of miscellaneous income or expenses during either the thirteen weeks ended March 30, 2024 or the thirteen weeks ended April 1, 2023.

Loss on extinguishment of debt

The following table presents loss on extinguishment of debt:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Loss on extinguishment of debt	$	(4,088)	$	(6,011)	$	1,923	(32.0)	%

During the thirteen weeks ended March 30, 2024, loss on extinguishment of debt of $4.1 million comprised $0.7 million associated with the repricing of outstanding borrowings under our Term Loan Facility on January 30, 2024 and $3.4 million associated with the redemption of $49.5 million aggregate principal amount of Senior Secured Notes on March 4, 2024.

In connection with the issuance of the Senior Secured Notes on February 6, 2023, we repaid $233.4 million of outstanding borrowings under the Term Loan Facility, which resulted in a loss on debt extinguishment of $6.0 million during the thirteen weeks ended April 1, 2023.

Income tax benefit

The following table presents income tax benefit:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Income tax benefit	$	(4,492)	$	(3,437)	$	(1,055)	30.7	%

During the thirteen weeks ended March 30, 2024, we recorded an income tax benefit of $4.5 million on loss before income taxes of $5.0 million, resulting in an effective tax rate of 90.6%. For the thirteen weeks ended April 1, 2023, we recorded $3.4 million of income tax benefit on loss before income taxes of $13.6 million, resulting in an effective income tax rate of 25.2%. The increase in our effective income tax rate resulted primarily from a smaller loss before taxes and a decrease to the deduction in the valuation allowances, an increase to non-deductible stock-based compensation and executive compensation under Internal Revenue Code Section 162(m), an increase in excess tax benefits related to stock option exercises, and a decrease in Global Intangible Low Taxed Income (“GILTI”), with a corresponding decrease to Foreign Derived Intangible Income (“FDII”) deductions and foreign tax credits. Executive compensation deduction limitations under Section 162(m) are imposed on publicly held corporations and therefore did not apply to the Company prior to completion of its IPO on July 3, 2023.

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Segment results

The following table presents net sales and profit by segment:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023		$ Change		% Change
Net sales:
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	%
Segment Profit:
U.S. Retail	$	41,791	$	42,484	$	(693)	(1.6)	%
Canada Retail	$	35,530	$	33,968	$	1,562	4.6	%
Other	$	8,485	$	9,562	$	(1,077)	(11.3)	%

U.S. Retail

U.S. Retail net sales increased by $8.6 million, or 4.7%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The increase in U.S. Retail net sales resulted primarily from comparable store sales growth of 2.3% and a 2.0% increase in the number of stores year over year. The increase in comparable store sales was driven by an increase in average basket size and transaction count.

U.S. Retail segment profit decreased by $0.7 million, or 1.6%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The decrease in segment profit resulted primarily from an increase in cost of merchandise sold as a percentage of net sales.

Canada Retail

Canada Retail net sales increased by $0.8 million, or 0.6%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The increase in Canada Retail net sales resulted primarily from a 3.9% increase in the number of stores year over year, partially offset by a comparable store sales decline of 2.6%. The decrease in comparable store sales was driven by a decline in transaction count. The impact of foreign currency was de minimis during the thirteen weeks ended March 30, 2024.

Canada Retail segment profit increased by $1.6 million, or 4.6%, during the thirteen weeks ended March 30, 2024, compared to thirteen weeks ended April 1, 2023. The increase in segment profit resulted primarily from a decrease in rent and utilities, as well as repair and maintenance expense, partially offset by an increase in cost of merchandise sold as a percentage of net sales.

Other

Other includes our Australian retail stores and our wholesale operations. Net sales and segment profit for our other business decreased $0.9 million and $1.1 million, respectively, during the thirteen weeks ended March 30, 2024.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. We also present the following non-GAAP financial measures: Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin and Constant-currency net sales. In the discussion that follows, we provide definitions and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. We have provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this Quarterly Report that are calculated and presented in accordance with GAAP. These non-GAAP financial measures should not be considered superior to, as a substitute for, or an alternative to, and should be considered in conjunction with, the GAAP financial measures presented elsewhere in this Quarterly Report. These non-GAAP financial measures may differ from, and therefore may not be directly comparable to, similarly-titled measures used by other companies.

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Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin

Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. We have included these non-GAAP financial measures as these are key measures used by our management and our board of directors to evaluate our operating performance and the effectiveness of our business strategies, make budgeting decisions, and evaluate compensation decisions. They also best allow comparison of the performance of one period with that of another period.

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. We define Adjusted net income per diluted share as Adjusted net income divided by diluted weighted average common shares outstanding.

We define 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. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.

A reconciliation of GAAP net loss and GAAP net loss per diluted share to Adjusted net income and Adjusted net income per diluted share is presented in the table below:


	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 completion of our IPO and expense related to restricted stock units issued in connection with the Company’s IPO.

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(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 GAAP net loss to Adjusted EBITDA for the thirteen weeks ended March 30, 2024 and April 1, 2023 is presented in the table below:


	Thirteen Weeks Ended
(dollars in thousands)	March 30, 2024		April 1, 2023
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.

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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.

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.

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.

A reconciliation of GAAP net sales to constant-currency net sales is presented in the table below:


	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

Liquidity and Capital Resources

Overview

We have historically financed our operations primarily with cash generated by operating activities and proceeds from debt issuances. We funded the dividend payment of $262.2 million during the thirteen weeks ended April 1, 2023 with the issuance of debt. Although we do not anticipate paying any cash dividends in the foreseeable future, any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our current and future debt instruments, our future earnings, capital requirements, financial condition, liquidity, prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits.

Our primary short-term requirements for liquidity and capital are to meet general working capital needs, fund capital expenditures and to make interest payments on our debt. Our primary long-term liquidity and capital needs relate to repaying the principal balance on our debt and making lease payments on our retail stores and processing facilities. We may also use cash on our balance sheet, cash generated from operations or proceeds from new borrowings, or any combination of these sources of liquidity and capital, to pay for acquisitions, to fund growth initiatives, to pay down debt or to conduct repurchases of our common stock under our share repurchase program, or any combination of the foregoing. Our primary sources of liquidity and capital are cash generated from operations and proceeds from borrowings, including borrowings on our Revolving Credit Facility. As of March 30, 2024, $73.8 million was available to borrow under the Revolving Credit Facility.

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We believe our existing cash and cash equivalents and cash provided by our operating activities are sufficient to fund our liquidity needs for the next 12 months. We may supplement our liquidity needs with borrowings under our Revolving Credit Facility.

See Note 3 to our unaudited interim condensed consolidated financial statements for details of our indebtedness.

Cash Flows

Thirteen Weeks Ended March 30, 2024 compared to the Thirteen Weeks Ended April 1, 2023

The following table summarizes our cash flows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Net cash used in operating activities	$	(5,800)	$	(14,834)
Net cash used in investing activities	(22,553)		(20,850)
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)

Net cash used in operating activities

Net cash used in operating activities was $5.8 million for the thirteen weeks ended March 30, 2024, resulting from net loss of $0.5 million and a net decrease of $56.9 million related to our operating assets and liabilities, which was offset by non-cash charges of $51.6 million. Net cash used in operating activities for the thirteen weeks ended March 30, 2024 decreased by $9.0 million, compared to the thirteen weeks ended April 1, 2023.

The $9.0 million decrease is primarily due to the $24.1 million special one-time bonus and related taxes paid in conjunction with the February 2023 dividend payment during the thirteen weeks ended April 1, 2023, partially offset by a $14.2 million increase in interest paid on debt during the thirteen weeks ended March 30, 2024. We also experienced additional net cash outflows from operating activities related to movements in our working capital balances during the quarter, which were not individually significant.

Non-cash charges primarily consisted of $31.5 million of operating lease expense, $19.1 million of stock-based compensation expense, $18.3 million of depreciation and amortization expense, and $4.1 million loss on extinguishment of debt, which was partially offset by a $20.8 million benefit in deferred income taxes, net and $0.6 million of other non-cash items.

Net cash used in changes in operating assets and liabilities during the thirteen weeks ended March 30, 2024 consisted primarily of a $29.3 million change in operating lease liabilities, a $20.5 million change in accrued payroll and related taxes and a $6.3 million change in prepaid expenses and other current assets. The change in operating lease liabilities resulted from the payment towards our lease liabilities. The change in accrued payroll and related taxes resulted primarily from the annual payment of incentive compensation to our employees. As of December 30, 2023, we accrued $24.4 million which was paid during the first quarter of fiscal year 2024. As of March 30, 2024, we accrued $3.8 million for employee incentive compensation, the majority of which we plan to pay during the first quarter of fiscal year 2025. The change in prepaid expenses and other current assets is primarily a result of an increase in prepaid taxes.

Net cash used by operating activities was $14.8 million for the thirteen weeks ended April 1, 2023, primarily resulting from a net loss of $10.2 million and a net decrease of $44.4 million related to our operating assets and liabilities, which was offset by non-cash charges of $39.8 million.

Non-cash charges primarily consisted of $29.4 million of operating lease expense and $14.5 million of depreciation and amortization expense, partially offset by $4.1 million of other non-cash items.

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Net cash used in changes in operating assets and liabilities during the thirteen weeks ended April 1, 2023, consisted primarily of a $27.8 million decrease in operating lease liabilities and a $14.3 million decrease in accrued payroll and related taxes. The decrease in operating lease liabilities during the thirteen weeks ended April 1, 2023 resulted from payments towards our lease liabilities. The $14.3 million decrease in accrued payroll and related taxes resulted primarily from the annual payment of incentive compensation to our employees. As of December 31, 2022, we accrued $25.0 million which was paid during the first quarter of fiscal year 2023. As of April 1, 2023, we accrued $9.3 million for employee incentive compensation, the majority of which was paid during the first quarter of fiscal year 2024.

Net cash used in investing activities

Net cash used in investing activities was $22.6 million for the thirteen weeks ended March 30, 2024 and $20.9 million for the thirteen weeks ended April 1, 2023. Expenditure in both periods consisted primarily of capital maintenance and investments in our store build-outs, CPCs and ABPs, which are reported as purchases of property and equipment. During the thirteen weeks ended April 1, 2023, we also incurred capital expenditure on self-checkout kiosks.

Net cash (used in) provided by financing activities

Net cash used in financing activities was $47.6 million for the thirteen weeks ended March 30, 2024 and consisted primarily of $51.0 million of principal payments on our long-term debt, partially offset by $3.0 million of proceeds from stock option exercises and $2.4 million from the settlement of a derivative instrument.

Net cash provided by financing activities was $16.6 million during the thirteen weeks ended April 1, 2023 and consisted primarily of $529.2 million of net proceeds from the issuance of our Senior Secured Notes, partially offset by $235.5 million in payments towards the principal of our long-term debt and the payment of $262.2 million in dividends in connection with the issuance of our Senior Secured Notes. The Company also made a net repayment under its Revolving Credit Facility of $12.0 million.

Critical Accounting Policies and Estimates

Our unaudited interim condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report are prepared in accordance with GAAP. Preparation of our unaudited interim condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and to make various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from our estimates under different assumptions or conditions. To the extent that there are differences between our estimates and actual results, our future financial condition, results of operations, and cash flows will be affected. We believe that the assumptions and estimates, as set forth in our 2023 Annual Report on Form 10-K, associated with the impairment assessments of our goodwill and indefinite-lived intangible assets, income taxes and stock-based compensation have the greatest potential impact on our consolidated financial statements. Accordingly, these are the policies we believe are the most critical to fully understanding and evaluating our unaudited interim condensed consolidated financial statements. There have been no material changes to our critical accounting estimates as disclosed in our 2023 Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to various market risks. Our primary market risks are interest rate risk associated with our variable rate debt and foreign currency exchange risk associated with our operations in Canada and Australia. We continually monitor these risks, regularly consider which risks need active management and, when appropriate, develop targeted risk management strategies. Historically, we have managed our exposure to changes in interest rates and foreign exchange rates through the use of derivative financial instruments with the objective of reducing potential income statement, cash flow, and market exposures. We do not use derivative financial instruments for trading or speculative purposes. Refer to “Note 5. Derivative Financial Instruments” for additional information.

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In April 2024, the Company terminated its interest rate swaps and cross currency swaps realizing net proceeds of $38.4 million. In light of the Company’s historical and expected future de-leveraging, the cross currency swaps no longer provided meaningful benefit to the Company’s leverage and equity value at risk. The interest rate swaps were opportunistically terminated as the benefit of the swaps will diminish over time as we expect to continue to pay down debt.

Interest rate risk

Changes in interest rates affect the amount of interest due on our variable rate debt. As of March 30, 2024, we had borrowings on the Term Loan Facility of $320.3 million but no advances under our Revolving Credit Facility. Our variable rate debt uses Term SOFR as a reference rate and any future increases in Term SOFR will inherently result in an increase in interest expense and cash paid toward interest.

We performed a sensitivity analysis to determine the effect of interest rate fluctuations on our interest expense. A hypothetical 1.00% increase in Term SOFR would result in an increase to interest expense of $3.2 million over 12 months based on amounts outstanding and interest rates in effect as of March 30, 2024.

To reduce our exposure to fluctuations in interest rates, we have, in the past, entered into interest rate swaps. These interest rate swaps have reduced our exposure to increases in interest rates and effectively converted a portion of our floating-rate debt to a fixed-rate basis. Our interest rate swaps were scheduled to mature on May 31, 2025 but were terminated by the Company in April 2024.

Foreign currency exchange risk

In addition to our U.S. business, we operate in Canada and Australia. Operations conducted entirely in each jurisdiction use that jurisdiction’s currency as their functional currency and changes in foreign exchange rates affect the translation of the results of these businesses into U.S. Dollars (“USD”), the reporting currency of the Company. For the thirteen weeks ended March 30, 2024, approximately 43.1% of our net sales were denominated in a currency other than USD. For the thirteen weeks ended March 30, 2024, a hypothetical 10% strengthening of USD to the Canadian Dollar (“CAD”) would decrease our net sales by $14.2 million (and vice versa). A hypothetical 10% change in the relative fair value of USD to the Australian Dollar (“AUD”) would not have a material impact on our operations. We will be susceptible to fluctuations in USD compared to CAD and AUD if we do not hedge our exchange rate exposure. As such, we routinely enter into USD-CAD currency forwards and have, in the past, entered into cross currency swaps to reduce our exposure to fluctuations in earnings and cash flows associated with changes in the USD-CAD exchange rate. Currency forwards are maintained on a rolling 12-month basis. Our cross currency swaps were scheduled to mature on May 31, 2025 but were terminated by the Company in April 2024.

At March 30, 2024, the entire $320.3 million balance on our variable rate borrowings is USD-denominated and is owed by one of our Canadian subsidiaries whose functional currency is CAD. These variable rate borrowings expose the Company to remeasurement risk. For the thirteen weeks ended March 30, 2024, a hypothetical 10% strengthening of USD to CAD would decrease net income by $32.0 million (and vice versa).

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act) as of March 30, 2024. Based on the evaluation of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 30, 2024 due to certain material weaknesses in our internal control over financial reporting as described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the financial statements for the periods covered by and 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.

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(b) Material weaknesses in internal control over financial reporting

As a public company, we are required to maintain internal control over financial reporting in accordance with applicable rules and guidance and to report any material weaknesses in such internal control over financial reporting. Prior to our IPO, we were a private company with limited accounting personnel and other resources with which to address internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In connection with this Quarterly Report on Form 10-Q, we identified deficiencies in our internal control over financial reporting, which in the aggregate, constitute material weaknesses related to (i) the sufficiency of technical accounting and SEC reporting expertise within our accounting and financial reporting function, (ii) the establishment and documentation of clearly defined roles within our finance and accounting functions and (iii) our ability to evidence the design and implementation of effective information technology general controls (“ITGCs”) for information systems and applications that are relevant to the preparation of our financial statements.

To address these material weaknesses, we have implemented a plan to hire additional qualified personnel and establish more robust processes to support our internal control over financial reporting, including the documentation of clearly defined roles and responsibilities, and the design and implementation of effective ITGCs. To date, we have hired a director of internal audit, a manager of internal audit and a director of SEC reporting. In addition, we have engaged external advisors who are providing financial accounting assistance and are assisting in evaluating the design, implementation and operating effectiveness of our system of internal control over financial reporting.

If our steps are insufficient to successfully remediate the material weaknesses and otherwise establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of our common stock could be materially and adversely affected. We may not be able to remediate the identified material weaknesses, and additional material weaknesses or significant deficiencies in our internal control over financial reporting may be identified in the future. Effective internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud. Our failure to implement and maintain effective internal control over financial reporting, to remedy identified material weaknesses or significant deficiencies or to implement required new or improved controls could result in errors in our financial statements that could result in a restatement of our financial statements or cause us to fail to timely meet our financial and other reporting obligations.

Other than the changes intended to remediate the material weaknesses noted above, there was no change in our internal controls over financial reporting, as defined under Rule 13a-af(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

Information regarding legal proceedings is incorporated by reference from Note 10 to our unaudited interim condensed consolidated financial statements included in this Form 10-Q under the heading “Commitments and Contingencies.”

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report are any of the risks disclosed in our Annual Report on Form 10-K, which was filed with the SEC on March 8, 2024. There have been no material changes from the risk factors previously disclosed. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

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

(a)Recent Sales of Unregistered Securities

None.

(b)Use of Proceeds

None.

(c)Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

(a) None.

(b) None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Plan Elections

During the first quarter of 2024, no executive officer or director adopted or terminated any contracts, instructions or written plans for the purchase or sale of our securities, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”).

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Item 6. Exhibits and financial statement schedules.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Exhibit Index

Incorporated by Reference

Exhibit
Number

Description of Document

Form

Exhibit

Filing Date

Filed Herewith

10.1

Third Amendment to Credit Agreement, dated as of January 30, 2024, by and among Evergreen Acqco 1 LP, as US Borrower, Value Village Canada Inc., as Canadian Borrower, S-Evergreen Holding Corp., as Holdings, Evergreen Acqco GP LLC, as Holdings GP, the other Guarantors party thereto and KKR Loan Administration Services LLC, as Administrative Agent and Collateral Agent.

10-K

10.5

3/8/2024

10.2#

2024 Form of Restricted Stock Unit Agreement under the Omnibus Incentive Compensation Plan

10.3#

2024 Form of Option Agreement under the Omnibus Incentive Compensation Plan

10.4#

Form of Restricted Stock Unit Agreement under the Omnibus Incentive Compensation Plan for Non-Employee Directors

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 Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Exhibit 101

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 30, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

Exhibit 104

The cover page from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 30, 2024, formatted in Inline XBRL (included within Exhibit 101).

____________

# Indicates management contract or compensatory plan.

Table of Contents

SIGNATURES

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






Date:	May 10, 2024	By:	/s/ Jay Stasz
			Jay Stasz
			Chief Financial Officer and Treasurer (Principal Financial Officer)

SAVERS VALUE VILLAGE, INC.

OMNIBUS INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [●] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [●] (the “Participant”).

RECITALS

The Savers Value Village, Inc. Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of restricted stock units in accordance with the terms and conditions of the Plan. The Committee has decided to make this grant of restricted stock units as an inducement for the Participant to promote the best interests of the Company and its stockholders. The Participant hereby acknowledges the receipt of a copy of the official prospectus for the Plan. This Agreement is made pursuant to the Plan and is subject in its entirety to all applicable provisions of the Plan. Capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

1.Grant of Stock Units. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants the Participant [●] restricted stock units, subject to the restrictions set forth below and in the Plan (the “Stock Units”). Each Stock Unit represents the right of the Participant to receive a share (a “Share”) of common stock of the Company, an amount of cash based on the value of a Share, or any combination of the foregoing, as determined by the Committee, if and when the specified conditions are met in Section 3 below, and on the applicable payment date set forth in Section 5 below.

2.Stock Unit Account. Stock Units represent hypothetical Shares, and not actual Shares. The Company shall establish and maintain a Stock Unit account, as a bookkeeping account on its records, for the Participant and shall record in such account the number of Stock Units granted to the Participant. No Shares shall be issued to the Participant at the time the grant is made, and the Participant shall not be, and shall not have any of the rights or privileges of, a stockholder of the Company with respect to any Stock Units recorded in the Stock Unit account. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this award or the Stock Unit account established for the Participant.

3.Vesting.

(a)Subject to the terms of this Section 3, the Stock Units shall become vested according to the following schedule (each, a “Vesting Date”), provided that the Participant continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date:


VESTING DATE			VESTING AMOUNT

(b) The vesting of the Stock Units is cumulative but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on the last Vesting Date.

(c)In the event of the Participant’s termination of employment as a result of the Participant’s death or Disability, all unvested Stock Units (if any) shall become vested as of the date of the Participant’s termination of employment.

(d)Except as otherwise provided in a written employment agreement or severance agreement entered into by and between the Participant and the Employer, in the event of a Change of Control before all of the Stock Units vest in accordance with Section 3(a) or Section 3(c) above, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Committee may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to the Plan.

4.Termination of Stock Units. Except as set forth in this Agreement, if the Participant ceases to be employed by, or provide service to, the Employer for any reason before all of the Stock Units vest, any unvested Stock Units shall automatically terminate and shall be forfeited as of the date of the Participant’s termination of employment or service. No payment shall be made with respect to any unvested Stock Units that terminate as described in this Section 4.

5.Payment of Stock Units and Tax Withholding.

(a)If and when the Stock Units vest, the Company shall issue to the Participant one Share for each vested Stock Unit, or an amount of cash equal to the value of a Share for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding

obligations. Subject to Sections 5(b) and 14 below, payment shall be made within 30 days after the applicable Vesting Date.

(b)All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of Shares issued to the Participant shall be reduced by a number of Shares with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities required by law to be withheld with respect to the payment of the Stock Units. To the extent not withheld in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Employer or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units.

(c)The obligation of the Company to deliver Shares shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Shares, the Shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of Shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof.

6.Restrictive Covenants. The Participant acknowledges that the Stock Units serve as consideration for the covenants set forth in Addendum A. Addendum A constitutes part of this Agreement and is incorporated herein by reference. Notwithstanding the foregoing, Addendum A shall not apply to any Participant whose title as of the Date of Grant is Store Manager or Operations Manager CPC.

7.No Stockholder Rights; Dividend Equivalents. Neither the Participant, nor any person entitled to exercise Participant’s rights or receive payment in the event of the Participant’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares underlying the Stock Units, including voting or dividend rights, until the Shares have been issued upon payment of the Stock Units. The Participant acknowledges that no election under Section 83(b) of the Code is available with respect to Stock Units. Notwithstanding the foregoing, the Committee may grant to the Participant Dividend Equivalents on the Shares underlying the Stock Units prior to the Vesting Date, which shall be credited to the Stock Unit account for the Participant and will be paid or distributed in in accordance with this Agreement and the Plan.

8.Grant Subject to Plan Provisions. This Grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and payment of the Stock Units are subject to the provisions of the Plan

and to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

9.No Employment or Other Rights. The grant of the Stock Units shall not confer upon the Participant any right to be retained by or in the employ or service of any Employer and shall not interfere in any way with the right of any Employer to terminate the Participant’s employment or service at any time. The right of any Employer to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.

10.Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

11.Applicable Law; Jurisdiction. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of this Agreement shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Wilmington, Delaware, and the jurisdiction of such court in any such proceeding shall be exclusive. Notwithstanding the foregoing sentence, on and after the date a Participant receives Shares hereunder, the Participant will be subject to the jurisdiction provision set forth in the Company’s bylaws.

12.Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel and, except as provided in Section 15, any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Employer. Except as provided in Section 15, any notice shall be delivered by electronic mail to the Participant at the email address currently on file in the Company’s records, by hand or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, to an internationally recognized expedited mail courier.

13.Recoupment Policy. The Participant agrees that, subject to the requirements of applicable law, the Stock Units, and the right to receive and retain any Shares, or the amount of any gain realized or payment received as a result of any sale or other disposition of the Shares, covered by this Agreement, shall be subject to rescission, cancellation or recoupment, in whole or part, if and to the extent so provided under the Plan and any “clawback” or similar policy of the Company in effect on the Date of Grant or that may be established thereafter. By accepting the Stock Units, the Participant agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any such Stock Units or Shares or amounts paid under the Stock Units subject to clawback or recoupment pursuant to such policy, listing standard or law. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any such Stock Unit or Shares or amount paid from the Participant’s accounts, or pending or future compensation or Grants under the Plan.

14.Application of Section 409A of the Code. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. Notwithstanding the foregoing, if the Stock Units constitute “deferred compensation” under Section 409A of the Code and the Stock Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Stock Units shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Section 409A of the Code and if required pursuant to Section 409A of the Code. If payment is delayed, the Stock Units shall be settled and paid within thirty (30) days after the date that is six (6) months following the Participant’s termination of employment. Payments with respect to the Stock Units may only be paid in a manner and upon an event permitted by Section 409A of the Code, and each payment under the Stock Units shall be treated as a separate payment, and the right to a series of installment payments under the Stock Units shall be treated as a right to a series of separate payments. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Stock Units to the extent permitted by the Plan.

15.Electronic Delivery. The Employer may, in its sole discretion, deliver any documents relating to the Participant’s Stock Units and the Participant’s participation in the Plan, or future Grants that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Employer or another third-party designated by the Company.

16.Severability. If any provision of this Agreement is held to be unenforceable, illegal or invalid for any reason, the unenforceability, illegality or invalidity will not affect the remaining

provisions of the Agreement, and the Agreement is to be construed and enforced as if the unenforceable, illegal or invalid provision had not been inserted, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

17.Waiver. The waiver by the Company with respect to the Participant’s (or any other participant’s) compliance of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18.Amendment. Except as permitted by the Plan, this Agreement may not be amended, modified, terminated or otherwise altered except by the written consent of the Company and the Participant.

19.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

20.Binding Effect; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and each of their respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and the Participant and each of their respective heirs, representatives, successor and permitted assigns.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused an officer to execute this Agreement, and the Participant has executed this Agreement, effective as of the Date of Grant.

SAVERS VALUE VILLAGE, INC.

Name: Mark Walsh

Title: Chief Executive Officer

I hereby accept the Stock Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all decisions and determinations of the Committee shall be final and binding.

______________________________ ____________________________________

Date Participant

ADDENDUM A TO THE AGREEMENT

RESTRICTIVE COVENANTS

This Addendum A include additional terms and conditions applicable to the Participant if the Participant as a condition of the Participant’s receipt of the Stock Units, provided that this Addendum A shall not apply to any Participant whose title as of the Date of Grant is Store Manager or Operations Manager CPC. Capitalized terms used but not defined in this Addendum A are defined in the Plan or the Agreement and have the meanings set forth therein.

(a)The Participant acknowledges that the Stock Units serve as consideration for the covenants in this Addendum A.

(b)Confidentiality. The Participant recognizes that the services to be performed by him or her are special, unique and extraordinary in that, by reason of his or her past, present and future employment with the Employer, he or she may acquire or has acquired Confidential Information and trade secrets concerning the operations of the Employer, the use or disclosure of which could cause the Employer substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Participant covenants and agrees with the Employer that he or she will not at any time, except in performance of the Participant’s obligations to the Employer or with the prior written consent of the Board, directly or indirectly, disclose any secret or Confidential Information that he or she may learn or has learned by reason of his or her association with the Employer, or any predecessors to its business, or use any such information to the detriment of the Employer. The term “Confidential Information” includes, without limitation, information not previously disclosed to the public or to the trade by the Employer’s management with respect to the Employer’s business plans, prospects and opportunities, the identity of and information concerning clients, non-profit partners, suppliers or customers, information regarding operational strengths and weaknesses, trade secrets, know-how and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, marketing plans or strategies, and financial information. “Confidential Information” does not include information in the public domain, so long as such information did not become part of the public domain through the actions of Participant. Participant understands and agrees that the rights and obligations set forth in this Section (b) are perpetual and, in any case, shall extend beyond Participant’s employment.

(c)Non-competition. The Participant hereby covenants and agrees, for the benefit of Employer that, for the Restricted Period (as defined below), the Participant will not, directly or indirectly, engage in, whether as principal, agent, officer, director, investor, consultant, stockholder, lender, partner, member, owner, sponsor, or otherwise, alone or in association with any other Person (except for ownership of no more than three percent (3%) of any class of publicly traded securities), carry on, manage, operate, finance, sponsor, or become engaged or concerned in, or otherwise take part in, a business, anywhere in the United States, or any U.S. state, Canada, or any Canadian province, or Australia, or any Australian state, (the “Territory”) consisting of operating thrift retail stores and selling in such format used apparel and hard goods sourced through the purchase of donations to charitable organizations (collectively, referred to as

the “Business”). The “Restricted Period” is the term of the Participant’s employment with the Company. If any portion of the restricted geographic area in any state or province shall be adjudicated in such state or province to be invalid or unenforceable as so identified, such identification shall be deemed amended to properly reflect the largest aggregate geographic area in such state or province which would be valid and enforceable under the laws of such state or province; provided, however, that such invalidity or unenforceability shall apply only with respect to part or all of the restricted geographic area in the particular state or province in which such adjudication is made. The Participant recognizes that the territorial and time limitations set forth in this Section (c) are reasonable, not burdensome and are properly required by law for the adequate protection of Employer.

(d)Non-solicitation.

(i)The Participant agrees that during the Restricted Period, the Participant shall not, either directly or indirectly, solicit or recruit any of Employer’s employees, consultants, contractors, agents or representatives to leave their employment or engagement with Employer, or attempt to solicit or recruit employees, consultants, contractors, agents or representatives of Employer, either on behalf of the Participant or for any other Person, to leave their employment or engagement with Employer.

(ii)The Participant agrees that during the Restricted Period, the Participant shall not, either directly or indirectly, induce or solicit any non-profit organization that has supplied goods to the Employer (or allowed the Employer to accept goods on its behalf) in the previous three years to either (i) reduce or modify such organization’s relationship with the Employer, or (ii) to enter into any relationship whereby such organization would supply goods, or allow acceptance of goods on its behalf, by any Person engaged in the Business.

(e)Protection of Trade Secrets. The Participant hereby acknowledges that he or she has, by means of his or her ownership interest in the Employer, or through employment with the Employer or through any other similar means, access to the Employer’s trade secret, confidential and proprietary information, including information relating to the operations of the Employer and its customers (“Trade Secrets”) which information the Participant understands the Employer spends and has spent considerable time, expense and effort to develop and keep confidential. In order to protect such Trade Secrets and customer goodwill, the Participant hereby agrees that during the Restricted Period, the Participant will not, either on the Participant’s behalf or on behalf of any other Person, (a) call on, solicit, induce or attempt to induce any recycler or other corporate customer, vendor, trade related business relation of or other persons under contract or otherwise doing business with the Employer (whether past, present or prospective) to cease doing business, reduce or alter any business with the Employer, or (b) in any way interfere with the relationship between any such corporate customer, vendor, trade related business relation or other Person under contract with or doing business with the Company and the Employer.

slander) of the Employer. The foregoing provisions of this Section (f) shall not apply to truthful testimony in a judicial or administrative proceeding.

(g)Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to the Participant individually (and not directed to the Employer) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Further, nothing in this agreement prevents the Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Participant has reason to believe is unlawful. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to the Participant’s attorney in relation to a lawsuit for retaliation against the Participant for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant to obtain prior authorization from the Employer before engaging in any conduct described in this paragraph, or to notify the Employer that the Participant engaged in any such conduct.

(h)Injunctive Relief. The Participant acknowledges that a breach by him or her of the provisions of this Agreement cannot be reasonably or adequately compensated in damages in an action at law and that such breach will cause the Employer irreparable injury and damage. Consequently, the Participant agrees that the Employer shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to temporary, preliminary and/or permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement (without the requirement to post a bond); provided, however, that no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against the pursuing of other legal or equitable remedies in the event of a breach.

(i)Other Restrictive Covenants. The provisions of this Addendum A shall be in addition to, and shall not modify or supersede, any other restrictive covenants to which the Participant is subject pursuant to an agreement with the Employer.

(j)Construction/Blue Pencil. The parties agree that the provisions of this Addendum A shall be enforced to the fullest extent permissible under applicable laws and public policies. Accordingly, if any term or provision of this Agreement or any portion thereof is declared illegal or unenforceable by any arbitrator or court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent such provision

or portion thereof cannot be rendered enforceable, this Agreement shall be considered divisible as to such provision, which shall become null and void, leaving the remainder of this Agreement in full force and effect.

SAVERS VALUE VILLAGE, INC.

OMNIBUS INCENTIVE COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT AGREEMENT

This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [●] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [●] (the “Participant”).

RECITALS

The Savers Value Village, Inc. Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of stock options to purchase shares of Company common stock (“Company Stock”). The Committee has decided to make this nonqualified stock option grant as an inducement for the Participant to promote the best interests of the Company and its stockholders. The Participant hereby acknowledges the receipt of a copy of the official prospectus for the Plan. This Agreement is made pursuant to the Plan and is subject in its entirety to all applicable provisions of the Plan. Capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

1.Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant a nonqualified stock option (the “Option”) to purchase [●] shares of Company Stock (each a “Share”, and together the “Shares”) at an Exercise Price of $[●] per Share. The Option shall become exercisable according to Section 2 below.

2.Exercisability of Option.

(a)Subject to the terms of this Section 2, the Option shall become vested according to the following schedule (each a “Vesting Date”), provided that the Participant continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date.


VESTING DATE			VESTING AMOUNT

(b)The vesting and exercisability of the Option is cumulative but shall not exceed 100% of the Shares subject to the Option. If the terms set forth on in Section 2(a) would produce fractional Shares, the number of Shares for which the Option becomes vested and exercisable shall be rounded down to the nearest whole Share and the fractional Shares will be accumulated


DB1/ 138526739.4

so that the resulting whole Shares will be included in the number of Shares for which the Option becomes vested and exercisable on the last Vesting Date.

(c)In the event of the Participant’s termination of employment as a result of the Participant’s death or Disability, all unvested the Shares subject to the Option (if any) shall become vested as of the date of the Participant’s termination of employment.

(d)Except as otherwise provided in a written employment agreement or severance agreement entered into by and between the Participant and the Employer, in the event of a Change of Control before the Option is fully vested and exercisable, the provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions with respect to the vesting and exercisability of the Option as it deems appropriate pursuant to the Plan.

3.Term of Option.

(a)The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. Notwithstanding the foregoing, in the event that on the last business day of the term of the Option, the exercise of the Option is prohibited by applicable law, including a prohibition on purchases or sales of Company Stock under the Company’s insider trading policy, and provided that the Fair Market Value of a share of Company Stock is greater than the Exercise Price of the Option as of such last business day, the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise.

(b)The Option shall automatically terminate upon the happening of the first of the following events:

(i)The expiration of the 90-day period after the Participant ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability, death or Cause.

(ii)The expiration of the one-year period after the Participant ceases to be employed by, or provide service to, the Employer on account of the Participant’s Disability.

(iii)The expiration of the one-year period after the Participant ceases to be employed by, or provide service to, the Employer, if the Participant dies while employed by, or providing service to, the Employer or the Participant dies within 90 days after the Participant ceases to be so employed or to provide services to the Employer for any reason other than Disability, death or Cause.

(iv)The date on which the Participant ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of

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DB1/ 138526739.4

this Section 3, if the Participant engages in conduct that constitutes Cause after the Participant’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant, except as provided under Section 3(a) above. Any portion of the Option that is not exercisable at the time the Participant ceases to be employed by, or provide service to, the Employer shall immediately terminate.

4.Exercise Procedures.

(a)Subject to the provisions of Sections 2 and 3 above, the Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in a form permitted by the Company, specifying the number of shares of Company Stock as to which the Option is to be exercised and such other information as the Company or its delegate may require.

(b)At such time as the Committee shall determine, the Participant shall pay the Exercise Price (i) in cash, (ii) if permitted by the Committee in its sole discretion, by delivering shares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value on the date of exercise, or by attestation (in accordance with procedures prescribed by the Company) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee in its sole discretion, by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares with a Fair Market Value on the date of exercise equal to the dollar amount by which the then Fair Market Value of the Shares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (v) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of shares of Company Stock to exercise the Option.

(c)The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(d)All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Participant shall be required to pay to the Employer or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. If permitted by the Committee, the Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld to satisfy the applicable withholding tax rate for FICA, federal, state, local and other tax liabilities.

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(e)Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

5.Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only the Participant may exercise the Option during the Participant’s lifetime and, after the Participant’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Participant, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

6.Restrictive Covenants. The Participant acknowledges that the Option serves as consideration for the covenants set forth in Addendum A. Addendum A constitutes part of this Agreement and is incorporated herein by reference. Notwithstanding the foregoing, Addendum A shall not apply to any Participant whose title as of the Date of Grant is Store Manager or Operations Manager CPC.

7.Grant Subject to Plan Provisions. This Grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

8.No Employment or Other Rights. The grant of the Option shall not confer upon the Participant any right to be retained by or in the employ or service of any Employer and shall not interfere in any way with the right of any Employer to terminate the Participant’s employment or service at any time. The right of any Employer to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.

9.No Stockholder Rights. Neither the Participant, nor any person entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until Shares are issued upon the exercise of the Option.

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10.Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Participant, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

11.Applicable Law; Jurisdiction. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of this Agreement shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Wilmington, Delaware, and the jurisdiction of such court in any such proceeding shall be exclusive. Notwithstanding the foregoing sentence, on and after the date a Participant receives shares of Company Stock hereunder, the Participant will be subject to the jurisdiction provision set forth in the Company’s bylaws.

13.Recoupment Policy. The Participant agrees that, subject to the requirements of applicable law, the Option, and the right to receive and retain any Shares, or the amount of any gain realized or payment received as a result of any sale or other disposition of the Shares, covered by this Agreement, shall be subject to rescission, cancellation or recoupment, in whole or part, if and to the extent so provided under the Plan and any “clawback” or similar policy of the Company in effect on the Date of Grant or that may be established thereafter. By accepting the Option, the Participant agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any such Option or Shares or amounts paid under the Option subject to clawback or recoupment pursuant to such policy, listing standard or law. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any such Option or Shares or amount paid from the Participant’s accounts, or pending or future compensation or Grants under the Plan.

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14.Application of Section 409A of the Code. The Grant under this Agreement is intended to be exempt from section 409A of the Code and to the extent this Agreement is subject to section 409A of the Code, it will in all respects be administered in accordance with section 409A of the Code.

15.Electronic Delivery. The Employer may, in its sole discretion, deliver any documents relating to the Participant’s Option and the Participant’s participation in the Plan, or future Grants that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Employer or another third-party designated by the Company.

16.Severability. If any provision of this Agreement is held to be unenforceable, illegal or invalid for any reason, the unenforceability, illegality or invalidity will not affect the remaining provisions of the Agreement, and the Agreement is to be construed and enforced as if the unenforceable, illegal or invalid provision had not been inserted, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

18.Amendment. Except as permitted by the Plan, this Agreement may not be amended, modified, terminated or otherwise altered except by the written consent of the Company and the Participant.

19.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused an officer to execute this Agreement, and the Participant has executed this Agreement, effective as of the Date of Grant.

SAVERS VALUE VILLAGE, INC.

Name: Mark Walsh

Title: Chief Executive Officer

I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all decisions and determinations of the Committee shall be final and binding.

Participant:

Date:

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ADDENDUM A TO THE AGREEMENT

RESTRICTIVE COVENANTS

This Addendum A include additional terms and conditions applicable to the Participant if the Participant as a condition of the Participant’s receipt of the Option, provided that this Addendum A shall not apply to any Participant whose title as of the Date of Grant is Store Manager or Operations Manager CPC. Capitalized terms used but not defined in this Addendum A are defined in the Plan or the Agreement and have the meanings set forth therein.

(a)The Participant acknowledges that the Option serves as consideration for the covenants in this Addendum A.


DB1/ 138526739.4

(d)Non-solicitation.

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(f)Nondisparagement. The Participant shall not make or publish any untruthful statement (orally or in writing) that intentionally libels, slanders, disparages or otherwise defaces the goodwill or reputation (whether or not such disparagement legally constitutes libel or slander) of the Employer. The foregoing provisions of this Section (h) shall not apply to truthful testimony in a judicial or administrative proceeding.

(j)Construction/Blue Pencil. The parties agree that the provisions of this Addendum A shall be enforced to the fullest extent permissible under applicable laws and public policies.

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Accordingly, if any term or provision of this Agreement or any portion thereof is declared illegal or unenforceable by any arbitrator or court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent such provision or portion thereof cannot be rendered enforceable, this Agreement shall be considered divisible as to such provision, which shall become null and void, leaving the remainder of this Agreement in full force and effect.

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DB1/ 138526739.4

SAVERS VALUE VILLAGE, INC.

OMNIBUS INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

(NON-EMPLOYEE DIRECTOR AWARD)

RECITALS

3.Vesting.

(a)Subject to the terms of this Section 3, the Stock Units shall become 100% vested provided that the Participant continues to provide service to the Company from the Date of Grant until the earlier of (i) the one (1) year anniversary of the Date of Grant or (ii) the date of the annual general meeting of the Company’s stockholder’s occurring in the calendar year following the calendar year during which the Date of Grant occurs (such earlier date, the “Vesting Date”).

(b) The vesting of the Stock Units is cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on the last Vesting Date.

(c)In the event of the Participant’s separation from service as a result of the Participant’s death or Disability, the Stock Units that would have become vested had the Participant continued to provide services to, the Company through the Vesting Date (if any) shall become vested as of the date of the Participant’s separation from service.

(d)In the event of a Change of Control before all of the Stock Units vest in accordance with Section 3(a) or Section 3(c) above, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Committee may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to the Plan.

4.Termination of Stock Units. Except as set forth in this Agreement, if the Participant ceases to provide service to the Company for any reason before all of the Stock Units vest, any unvested Stock Units shall automatically terminate and shall be forfeited as of the date of the Participant’s termination of service. No payment shall be made with respect to any unvested Stock Units that terminate as described in this Section 4. The following additional provision applies if the Participant resides or works in one of the countries listed on Addendum A hereto: Notwithstanding anything to the contrary in the Plan, for purposes of this Agreement, the Participant’s employment or service with the Company shall be deemed to terminate on the date on which the Participant ceases to be actively employed or engaged by the Company, which shall not be extended by any notice period, whether mandated or implied under local law during which the Participant is not actually employed or engaged (e.g., garden leave or similar leave) or during or for which the Participant receives pay in lieu of notice or severance pay. The Company shall have the sole discretion to determine when the Participant’s employment or service with the Company terminates for purposes of this Agreement without reference to any other agreement, written or oral, including the Participant’s contract of employment, if applicable.

5.Payment of Stock Units and Tax Withholding.

(a)Provided that the Stock Units vest, the Company shall issue to the Participant one Share for each vested Stock Unit, or an amount of cash equal to the value of a Share for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Except as otherwise provided in a deferral agreement duly executed by the Participant on a form prescribed by the Company for such elections and timely filed with the Company (a “Deferral Election Form”), the vested portion of this Award shall be settled, subject to Sections 5(b) and 13 below, within 30 days following the applicable Vesting Date. If the Participant duly executed and timely filed a Deferral Election Form, the vested portion of this Award shall be settled as provided in the Deferral Election Form. The Company may require the Participant to furnish or execute such documents as the Company shall reasonable deem necessary (i) to evidence such settlement and (ii) to comply with or satisfy the requirements of

the Securities Act of 1933, as amended, the Exchange Act or any applicable laws. If the Participant dies before the settlement of all or a portion of the Award, the vested but unsettled portion of the Award may be settled by delivery of Shares to the Participant's designated beneficiary or, if no such beneficiary has been designated, the Participant's estate.

(b)

The following provision applies if the Participant resides or works in the United States or in another country not listed on Addendum A hereto:

All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of Shares issued to the Participant shall be reduced by a number of Shares with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities (collectively, the “Taxes”) required by law to be withheld with respect to the payment of the Stock Units. To the extent not withheld in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the Stock Units.

The following provision applies if the Participant resides or works in one of the countries listed on Addendum A hereto:

All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any applicable income taxes, employment taxes, social insurance, social security, national insurance contributions, other contributions, payroll taxes, levies, payment on account obligations or other amounts (collectively, the “Taxes”) required to be collected, withheld or accounted for with respect to the vesting of the Stock Units or the issuance or transfer of Shares under this Agreement (the “Withholding Taxes”). At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of Shares issued to the Participant shall be reduced by a number of Shares with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the Withholding Taxes with respect to the payment of the Stock Units. To the extent not withheld in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any Taxes with respect to the Stock Units. For tax purposes, the Participant is deemed to have been issued the full number of Shares to which the Participant is entitled to under the Stock Units notwithstanding, if applicable, that a number of Shares are withheld for purposes of paying Withholding Taxes. To the extent that the number of Shares withheld to pay Withholding Taxes is not sufficient to cover the obligation for Taxes, the Participant authorizes the Company or its respective agents, at their discretion, to satisfy the obligations with respect to all Withholding Taxes (if any) by withholding from any wages or

other cash compensation paid to the Participant by the Company. The Participant acknowledges that regardless of any action the Company takes with respect to any or all Taxes, the ultimate liability for all Taxes is and remains the Participant’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Stock Units, including the grant, vesting or settlement of the Stock Units, and the subsequent sale of any Shares acquired at settlement; and (ii) does not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Participant’s liability for Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company (or the Participant’s former Company, as applicable) may be required to withhold or account for Withholding Taxes (if any) in more than one jurisdiction.

(c)The obligation of the Company to deliver Shares shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Shares, the Shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of Shares, if any, to the Participant pursuant to this Agreement is subject to any applicable Taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof.

6.No Stockholder Rights; Dividend Equivalents. Neither the Participant, nor any person entitled to exercise Participant’s rights or receive payment in the event of the Participant’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares underlying the Stock Units, including voting or dividend rights, until the Shares have been issued upon payment of the Stock Units. The Participant acknowledges that no election under Section 83(b) of the Code is available with respect to Stock Units. Notwithstanding the foregoing, the Committee may grant to the Participant Dividend Equivalents on the Shares underlying the Stock Units prior to the Vesting Date, which shall be credited to the Stock Unit account for the Participant and will be paid or distributed in in accordance with this Agreement and the Plan.

7.Grant Subject to Plan Provisions. This Grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and payment of the Stock Units are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding Taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

8.No Employment or Other Rights. The grant of the Stock Units shall not confer upon the Participant any right to be retained by or in the employ or service of the Company or its subsidiaries and shall not interfere in any way with the right of any of the Company or its subsidiaries to terminate the Participant’s employment or service at any time.

9.Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

10.Applicable Law; Jurisdiction. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of this Agreement shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Wilmington, Delaware, and the jurisdiction of such court in any such proceeding shall be exclusive. Notwithstanding the foregoing sentence, on and after the date a Participant receives Shares hereunder, the Participant will be subject to the jurisdiction provision set forth in the Company’s bylaws.

11.Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel and, except as provided in Section 14, any notice to the Participant shall be addressed to such Participant at the current address shown on the records of the Company. Except as provided in Section 14, any notice shall be delivered by electronic mail to the Participant at the email address currently on file in the Company’s records, by hand or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, to an internationally recognized expedited mail courier.

12.Recoupment Policy. The Participant agrees that, subject to the requirements of applicable law, the Stock Units, and the right to receive and retain any Shares, or the amount of any gain realized or payment received as a result of any sale or other disposition of the Shares, covered by this Agreement, shall be subject to rescission, cancellation or recoupment, in whole or part, if and to the extent so provided under the Plan and any “clawback” or similar policy of the Company in effect on the Date of Grant or that may be established thereafter. By accepting the Stock Units, the Participant agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any such Stock Units or Shares or amounts paid under the Stock Units subject to

clawback or recoupment pursuant to such policy, listing standard or law. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any such Stock Unit or Shares or amount paid from the Participant’s accounts, or pending or future compensation or Grants under the Plan.

13.Application of Section 409A of the Code. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. Notwithstanding the foregoing, if the Stock Units constitute “deferred compensation” under Section 409A of the Code and the Stock Units become vested and settled upon the Participant’s separation from service, payment with respect to the Stock Units shall be delayed for a period of six months after the Participant’s separation from service if the Participant is a “specified employee” as defined under Section 409A of the Code and if required pursuant to Section 409A of the Code. If payment is delayed, the Stock Units shall be settled and paid within thirty (30) days after the date that is six (6) months following the Participant’s separation from service. Payments with respect to the Stock Units may only be paid in a manner and upon an event permitted by Section 409A of the Code, and each payment under the Stock Units shall be treated as a separate payment, and the right to a series of installment payments under the Stock Units shall be treated as a right to a series of separate payments. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Stock Units to the extent permitted by the Plan.

14.Electronic Delivery. The Company may, in its sole discretion, deliver any documents relating to the Participant’s Stock Units and the Participant’s participation in the Plan, or future Grants that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third-party designated by the Company.

15.Severability. If any provision of this Agreement is held to be unenforceable, illegal or invalid for any reason, the unenforceability, illegality or invalidity will not affect the remaining provisions of the Agreement, and the Agreement is to be construed and enforced as if the unenforceable, illegal or invalid provision had not been inserted, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

16.Waiver. The waiver by the Company with respect to the Participant’s (or any other participant’s) compliance of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

17.Amendment. Except as permitted by the Plan, this Agreement may not be amended, modified, terminated or otherwise altered except by the written consent of the Company and the Participant.

18.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

19.Binding Effect; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and each of their respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and the Participant and each of their respective heirs, representatives, successor and permitted assigns.

The following additional provisions (Section 20, Section 21, Section 22, Section 23 and Section 24) apply if the Participant resides or works in one of the countries listed on Addendum A hereto or another country outside the United States:

20.No Acquired Right. The Participant acknowledges and agrees that:

(a)The Plan is established voluntarily by the Company, the grant of awards under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time. All decisions with respect to future awards, if any, will be at the sole discretion of the Committee.

(b)The Stock Units (and any similar awards the Company may in the future grant to the Participant, even if such awards are made repeatedly or regularly, and regardless of their amount) and the Shares acquired under the Plan (i) are wholly discretionary and occasional, are not a term or condition of service and do not form part of a contract of service, or any other working arrangement, between the Participant and the Company, (ii) do not create any contractual entitlement to receive future awards or benefits in lieu thereof and are not intended to replace any pension rights or compensation, as applicable, and (iii) do not form part of normal or expected salary or remuneration for purposes of determining pension payments or any other purposes, including without limitation termination indemnities, severance, resignation, payment in lieu of notice, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits, welfare benefits or similar payments, if applicable.

(c)The Stock Units and the Shares acquired under the Plan are not intended to replace any pension rights or compensation.

(d)The Participant is voluntarily participating in the Plan.

(e)The grant of the Stock Units and any similar awards the Company may grant in the future to the Participant will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the Stock Units and any similar

awards the Company may grant in the future to the Participant will not be interpreted to form an employment contract with the Employer.

(f)The future value of the underlying Shares is unknown and cannot be predicted with certainty. The Company shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Stock Units or the Shares.

(g)The Participant shall have no rights, claim or entitlement to compensation or damages as a result of the Participant’s cessation of service for any reason whatsoever, whether or not later found to be invalid or in breach of contract or local labor law, insofar as these rights, claim or entitlement arise or may arise from the Participant’s ceasing to have rights under the Stock Units as a result of such cessation or loss or diminution in value of the Stock Units or any of the Shares issuable under the Stock Units as a result of such cessation, and, subject to applicable employment standards legislation, the Participant irrevocably releases the Company from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement, the Participant shall be deemed to have irrevocably waived the Participant’s entitlement to pursue such rights or claim.

21.Data Protection (Jurisdictions other than European Union/European Economic Area/United Kingdom).

(a)In order to facilitate the Participant’s participation in the Plan and the administration of the Stock Units, it will be necessary for contractual and legal purposes for the Company (or its payroll administrators) to collect, hold and process certain personal information and sensitive personal information about the Participant (including, without limitation, the Participant’s name, home address, telephone number, date of birth, nationality, social insurance or other identification number and job title and details of the Stock Units and other awards granted, cancelled, exercised, vested, unvested or outstanding and Shares held by the Participant). The Participant consents explicitly, willingly, and unambiguously to the Company (or its payroll administrators) collecting, holding and processing the Participant’s personal data and transferring this data (in electronic or other form) by and among, as applicable, the Company and its affiliates and other third parties (collectively, the “Data Recipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and the Stock Units. The Participant authorizes the Data Recipients to receive, possess, use, retain and transfer the data for the purposes of implementing, administering and managing the Plan and the Stock Units. The Participant understands that the data may be transferred to a broker or third party as may be selected by the Company in the future which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the Data Recipients may be located in the United States or elsewhere, and that the recipient’s country may have a lower standard of data privacy laws and protections than the Participant’s country.

(b)The Data Recipients will treat the Participant’s personal data as private and confidential and will not disclose such data for purposes other than the management and administration of the Plan and the Stock Units and will take reasonable measures to keep the

Participant’s personal data private, confidential, accurate and current. The Participant understands that the data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

(c)The Participant understands that the Participant may, at any time, make a request to view the Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company and that these rights are subject to legal restrictions but acknowledges that without the use of such data it may not be practicable for the Company to administer the Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to the Participant and may result in the possible exclusion of the Participant from continued participation with respect to the Stock Units or any future awards under the Plan.

22.Foreign Asset/Account Reporting Requirements; Exchange Controls. The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the vesting of the Stock Units, the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) from participating in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. The Participant may be required to report such accounts, assets, account balances, any cross-border transactions, and/or related transactions to the applicable authorities in the Participant’s country and the Participant may be required to report any acquisition or sale of Shares and any taxable income attributable to the Shares to the applicable tax authority or other authority in the Participant’s country (including on the Participant’s annual tax return, if applicable). The Participant may also be required to repatriate sales proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain period of time after receipt. The Participant acknowledges that the Participant is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting and other requirements. The Participant further understands that the Participant should consult the Participant’s personal tax and legal advisors, as applicable, on these matters.

23.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares under the Plan during such times when the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant further acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant is advised to consult the Participant’s personal advisor on this matter.

24.Additional Terms for Non-U.S. Participants. Notwithstanding anything to the contrary herein, Participants residing and/or working outside of the United States shall be subject to any Country-Specific Terms and Conditions attached hereto as Addendum A. If the Participant is a

citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing or working or if the Participant relocates to one of the countries included in the Country-Specific Terms and Conditions after the Date of Grant of the Stock Units, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Country-Specific Terms and Conditions constitute part of this Agreement and are incorporated herein by reference.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused an officer to execute this Agreement, and the Participant has executed this Agreement, effective as of the Date of Grant.

SAVERS VALUE VILLAGE, INC.

Name:

Title:

Online acceptance constitutes agreement. If you wish to decline this Award, you must reject this Agreement within 90 days from the Date of Grant.

______________________________ ____________________________________

Date Participant

ADDENDUM A TO THE AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

These Country-Specific Terms and Conditions include additional terms and conditions that govern the Stock Units granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein.

Canada

Settlement of Stock Units only in Shares

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, including Sections 1 and 5 of the Agreement, the grant of the Stock Units does not provide the Participant any right to receive a cash payment and the Stock Units may be settled only by delivery of Shares.

Additionally, notwithstanding Section 5(b) of the Agreement, the Participant may satisfy any Tax obligation through alternate arrangements satisfactory to the Company prior to the arising of the Tax obligations, otherwise such Tax obligations shall be satisfied as set forth in Section 5(b).

Dividend Equivalents

Notwithstanding any other Section of the Agreement, the Participant shall not receive, nor be entitled to, cash in satisfaction of any Dividend Equivalents.

Termination of Employment

Notwithstanding anything else in the Plan or the Agreement (including Section 4 of the Agreement), for purposes of the Agreement, the Participant’s employment or service with the Company shall be deemed to end on the date on which the Participant ceases to be actively employed by the Company, which term “actively employed” shall include any minimum period for which the Participant is deemed to be actively employed for purposes of applicable employment standards legislation, and shall exclude any other period of non-working notice of termination or any notice period, whether mandated or implied under local law during which the Participant is not actually employed (e.g., garden leave or similar leave) or during or for which the Participant receives pay in lieu of notice or severance pay. The Company shall have the sole discretion to determine when the Participant is no longer actively employed for purposes of the Agreement without reference to any other agreement, written or oral, including the Participant’s contract of employment, if applicable.

Definition of “Cause” for Ontario Employees. For any Participant whose employment with the Company is governed by Ontario law, “Cause” shall, notwithstanding anything else in the Plan

or the Participant’s employment agreement or offer letter, mean conduct that constitutes wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Company.

Definition of “Cause” for Québec Employees. For any Participant whose employment with the Company is governed by Quebec law, “Cause” shall, notwithstanding anything else in the Plan or the Participant’s employment agreement or offer letter, include, without limitation: (i) the Participant’s conviction of, or indictment for, any crime (whether or not involving the Company), (A) constituting a felony or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant’s duties to the Company, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company; (ii) conduct of the Participant, in connection with the Participant’s employment or service, that has resulted, or could reasonably be expected to result, in material injury to the business or reputation of the Company; (iii) any material violation of the policies of the Company, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company; (iv) the breach of any written non-competition, non-solicitation, invention assignment, confidentiality, or other material agreement between the Company and the Participant; (v) willful neglect in the performance of the Participant’s duties for the Company or willful or repeated failure or refusal to perform such duties; or (vi) any other serious reason within the meaning of Article 2094 of the Civil code of Québec.

Definition of Disability. The following provision supplements the definition of Disability in Section 1 of the Plan: For purposes of this award, the definition of “Disability” shall be applied in compliance with applicable human rights legislation.

No Employment or Other Rights. The Agreement is hereby amended by deleting the last sentence of Section 8 hereof.

Securities Law Information

For the purposes of compliance with National Instrument 45-106 Prospectus Exemptions (and in Québec, Regulation 45-106 respecting Prospectus exemptions), the prospectus requirement does not apply to a distribution by an issuer in a security of its own issue with an employee, executive officer, director or consultant of the issuer or a related entity of the issuer, provided participation in the distribution is voluntary.

Shares acquired under the Plan are subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. Notwithstanding any other provision of the Plan to the contrary, any transfer or resale of any Shares acquired by the Participant pursuant to the Plan must be in accordance with the resale rules under applicable Canadian provincial and territorial securities laws, including (a) Ontario Securities Commission Rule 72-503 Distributions Outside Canada (“72-503”), if the Participant is a resident in the Province of Ontario; (b) National Instrument 45-102 Resale of Securities (and in Québec, Regulation 45-102 respecting Resale of securities, collectively “45-102”), if the Participant is a resident in the Provinces of British Columbia, New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island, Québec,

Saskatchewan; and (c) Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta (“72-501”), if the Participant is a resident in the Province of Alberta.

In Ontario, the prospectus requirement does not apply to the first trade of Shares issued in connection with the Stock Units, provided the conditions set forth in section 2.8 of 72-503 are satisfied. In British Columbia, New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island, Québec and Saskatchewan, the prospectus requirement does not apply to the first trade of Shares issued in connection with the Stock Units, provided the conditions set forth in section 2.14 of 45-102 are satisfied. In Alberta, the prospectus requirement does not apply to the first trade of Shares issued in connection with the Stock Units, provided the conditions set forth in Section 10 of 72-501 are satisfied. In Manitoba, the prospectus requirement does not apply to the first trade of Shares issued in connection with the Stock Units, provided the trade is not a “control distribution” as defined in section 1.1 of 45-102. The Shares acquired under the Plan may not be transferred or sold in Canada or to a Canadian resident other than in accordance with applicable provincial or territorial securities laws. The Participant is advised to consult the Participant’s legal advisor prior to any resale of Shares.

Data Protection. Section 21 of the Agreement is replaced in its entirety with the following paragraphs.

22. Data Protection.

(a) In order to facilitate the Participant’s participation in the Plan and the administration of the Stock Units, it will be necessary for contractual and legal purposes for the Company (or its payroll administrators) to collect, hold and process certain personal information and sensitive personal information about the Participant (the “Data”) (including, without limitation, the Participant’s name, home address, telephone number, date of birth, nationality, social insurance or other identification number and job title and details of the Stock Units and other awards granted, cancelled, exercised, vested, unvested or outstanding and Shares held by the Participant). The Participant consents explicitly, willingly, and unambiguously to the Company (or its payroll administrators) collecting, holding and processing the Data and transferring this Data (in electronic or other form, to the extent necessary) by and among, as applicable, the Company and its affiliates and any third party service provider assisting in the implementation, administration and management of the Plan, including legal, finance and accounting, stock plan administrators, information technology and human resources or similar consultants and advisors (“Third Party Service Providers”) (collectively, the “Data Recipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and the Stock Units. The Participant authorizes the Data Recipients to receive, possess, use, retain and transfer the Data for the purposes of implementing, administering and managing the Plan and the Stock Units. The Participant understands that the Data may be transferred to a broker or Third Party Service Provider as may be selected by the Company in the future which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the Data Recipients may be located in the United States or elsewhere, and that the recipient’s country may have a lower standard of data privacy laws and protections than the Participant’s country. In connection therewith, it is possible that personal data may be disclosed

to governments, courts or law enforcement or regulatory agencies in that other country in accordance with the laws of that country.

(b) The Data Recipients will treat the Data as private and confidential and will not disclose such data for purposes other than the management and administration of the Plan and the Stock Units and will take reasonable measures to keep the Data private, confidential, accurate and current. The Participant understands that the Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

(c) Subject to limitations under applicable law, the Participant understands that the Participant may, at any time, make a request to view the Data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company and that these rights are subject to legal restrictions but acknowledges that without the use of such Data it may not be practicable for the Company to administer the Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to the Participant and may result in the possible exclusion of the Participant from continued participation with respect to the Stock Units or any future awards under the Plan.

No Acquired Right. Section 20(g) of the Agreement is hereby replaced as follows:

The Participant shall have no rights, claim or entitlement to compensation or damages as a result of the Participant’s cessation of employment or service for any reason whatsoever, whether or not later found to be invalid or in breach of contract or local labor law, insofar as these rights, claim or entitlement arise or may arise from the Participant’s ceasing to have rights under the Stock Units as a result of such cessation or loss or diminution in value of the Stock Units or any of the Shares issuable under the Stock Units as a result of such cessation, and, subject to applicable employment standards legislation, the Participant irrevocably releases the Company from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement, the Participant shall be deemed to have irrevocably waived the Participant’s entitlement to pursue such rights or claim.

Additional Provisions Applicable to Participants Resident in Quebec.

Consent to Receive Information in English

The parties have expressly decided to be bound by the English version of the Agreement after having examined its French version. Les parties ont expressément convenu d’être liées par la version anglaise de cette entente après avoir examiné sa version française.

Data Protection

The following provision supplements the Data Protection section above in this Addendum A:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information, including Participant data, from all personnel,

professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company and the Committee, to disclose and discuss the Plan with their advisors, which may involve the disclosure of Participant data, to the extent necessary for the administration and operation of the Plan. The Participant further authorizes the Company to record such information and to keep such information in the Participant’s employee file. Internal access to Data is strictly limited to those employees who have a need to know such Data in the performance of their duties.

Exhibit 31.1

SAVERS VALUE VILLAGE, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark T. Walsh, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Savers Value Village, Inc.;

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

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.1

Date: May 10, 2024


/s/ Mark T. Walsh
Name: Mark T. Walsh
Title: Chief Executive Officer and Director

Exhibit 31.2

SAVERS VALUE VILLAGE, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jay C. Stasz, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Savers Value Village, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

Date: May 10, 2024


/s/ Jay C. Stasz
Name: Jay C. Stasz
Title: Chief Financial Officer and Treasurer

Exhibit 32.1

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report of Savers Value Village, Inc. (the “Company”) on Form 10-Q for the period ending March 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark T. Walsh, Chief Executive Officer and Director of the Company certify, to the best of my knowledge, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 32.1

Date: May 10, 2024


/s/ Mark T. Walsh
Name: Mark T. Walsh
Title: Chief Executive Officer and Director

Exhibit 32.2

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report of Savers Value Village, Inc. (the “Company”) on Form 10-Q for the period ending March 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay C. Stasz, Chief Financial Officer and Treasurer of the Company certify, to the best of my knowledge, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 32.2

Date: May 10, 2024


/s/ Jay C. Stasz
Name: Jay C. Stasz
Title: Chief Financial Officer and Treasurer

Cover - shares	3 Months Ended
Cover - shares	Mar. 30, 2024	May 08, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 30, 2024
Document Transition Report	false
Entity File Number	001-41733
Entity Registrant Name	Savers Value Village, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-4165683
Entity Address, Address Line One	11400 S.E. 6th Street
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	425
Local Phone Number	462-1515
Title of 12(b) Security	Common Stock, par value $0.000001 per share
Trading Symbol	SVV
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		161,794,013
Entity Central Index Key	0001883313
Current Fiscal Year End Date	--12-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 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	0	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
Commitments and contingencies (see Note 10)
Stockholders’ equity:
Preferred stock, $0.000001 par value, 100,000 shares authorized; zero shares issued and outstanding	0	0
Common stock, $0.000001 par value, 800,000 shares authorized; 161,728 and 160,453 shares issued and outstanding	0	0
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

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 30, 2024	Dec. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.000001	$ 0.000001
Common stock, shares authorized (in shares)	800,000,000	800,000,000
Common stock, shares issued (in shares)	161,728,000	160,453,000
Common stock, shares, outstanding (in shares)	161,728,000	160,453,000

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Income Statement [Abstract]
Net sales	$ 354,172	$ 345,684
Operating expenses:
Cost of merchandise sold, exclusive of depreciation and amortization	158,164	145,753
Salaries, wages and benefits	83,697	92,632
Selling, general and administrative	77,743	77,045
Depreciation and amortization	18,301	14,484
Total operating expenses	337,905	329,914
Operating income	16,267	15,770
Other (expense) income
Interest expense, net	(16,076)	(24,470)
(Loss) gain on foreign currency, net	(956)	1,295
Other expense, net	(106)	(216)
Loss on extinguishment of debt	(4,088)	(6,011)
Other expense, net	(21,226)	(29,402)
Loss before income taxes	(4,959)	(13,632)
Income tax benefit	(4,492)	(3,437)
Net loss	(467)	(10,195)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(1,893)	(266)
Cash flow hedges	(825)	(3,647)
Other comprehensive loss	(2,718)	(3,913)
Comprehensive loss	$ (3,185)	$ (14,108)
Net income (loss) per share, basic (in usd per share)	$ (0.00)	$ (0.07)
Net income (loss) per share, diluted (in usd per share)	$ (0.00)	$ (0.07)
Basic weighted average shares outstanding (in shares)	161,247	141,695
Diluted weighted average shares outstanding (in shares)	161,247	141,695

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands	Total	Common stock	Additional paid in capital	Accumulated deficit	Accumulated other comprehensive income
Beginning balance (in shares) at Dec. 31, 2022		141,590
Beginning balance at Dec. 31, 2022	$ 227,335	$ 0	$ 226,327	$ (38,443)	$ 39,451
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	917		917
Stock issued under stock incentive plans, net (in shares)		158
Stock issued under stock incentive plans, net	(150)		(150)
Repurchase of common stock (in shares)		(13)
Repurchase of common stock	(195)		(195)
Dividends declared	(262,213)			(262,213)
Comprehensive income (loss)	(14,108)			(10,195)	(3,913)
Ending balance (in shares) at Apr. 01, 2023		141,735
Ending balance at Apr. 01, 2023	$ (48,414)	$ 0	226,899	(310,851)	35,538
Beginning balance (in shares) at Dec. 30, 2023	160,453	160,453
Beginning balance at Dec. 30, 2023	$ 376,055	$ 0	593,109	(247,541)	30,487
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	19,129		19,129
Stock issued under stock incentive plans, net (in shares)		1,275
Stock issued under stock incentive plans, net	2,958		2,958
Comprehensive income (loss)	$ (3,185)			(467)	(2,718)
Ending balance (in shares) at Mar. 30, 2024	161,728	161,728
Ending balance at Mar. 30, 2024	$ 394,957	$ 0	$ 615,196	$ (248,008)	$ 27,769

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical)	3 Months Ended
	Apr. 01, 2023 $ / shares
Statement of Stockholders' Equity [Abstract]
Dividends declared (in usd per share)	$ 1.32

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 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	0	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)	0
Advances on revolving line of credit	0	35,000
Repayments of revolving line of credit	0	(47,000)
Proceeds from stock option exercises	2,958	0
Dividends paid	0	(262,235)
Repurchase of shares and shares withheld to cover taxes	0	(345)
Settlement of derivative instrument, net	2,362	1,785
Principal payments on finance lease liabilities	(346)	0
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
Supplemental disclosures of cash flow information:
Interest paid on debt	32,057	17,841
Income taxes paid, net	4,584	4,982
Supplemental disclosure of noncash investing activities:
Noncash capital expenditures	$ 6,587	$ 2,820

Description of Business and Basis of Presentation	3 Months Ended
Description of Business and Basis of Presentation	Mar. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of business Savers Value Village, Inc., a Washington State based company, together with its wholly owned subsidiaries (the “Company”, “we”, “us” or “our”), sells second-hand merchandise primarily in retail stores located in the United States (“U.S.”), Canada and Australia. Basis of presentation The accompanying interim condensed consolidated financial statements as of March 30, 2024 and for the thirteen weeks ended March 30, 2024 and April 1, 2023, have not been audited but, in the opinion of management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The condensed consolidated balance sheet at December 30, 2023, has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal year ended December 30, 2023, and related notes included in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year, which ends on the Saturday nearest to December 31. All dollar and share amounts in the notes to these unaudited interim condensed consolidated financial statements, with the exception of per share amounts, are rounded to the nearest thousand unless otherwise indicated.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of estimates

Revenue recognition

The following table disaggregates our revenue by retail and wholesale during each of the periods presented:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Retail sales	$	336,795	$	327,428
Wholesale sales	17,377		18,256
Total net sales	$	354,172	$	345,684

Recently issued accounting pronouncements not yet adopted

Indebtedness

3 Months Ended

Mar. 30, 2024

Debt Disclosure [Abstract]

Indebtedness

Debt consisted of the following:


(in thousands)	March 30, 2024		December 30, 2023
Senior Secured Notes	$	445,500	$	495,000
Term Loan Facility	320,256		321,756

Total face value of debt	765,756		816,756
Less: current portion of long-term debt and short-term borrowings	6,000		4,500
Less: unamortized debt issuance costs and debt discount	23,893		27,663
Long-term debt, net	$	735,863	$	784,593

On February 9, 2024, the Company achieved the public corporate family ratings required for a 0.25% reduction of the margin applicable to its term loan borrowings.

As of March 30, 2024, there were no advances on the Revolving Credit Facility, there were $1.2 million of letters of credit outstanding and $73.8 million was available to borrow.

Fair Value Measurements

3 Months Ended

Mar. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

•Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•Level 2 inputs are inputs other than unadjusted quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement.

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at March 30, 2024:


	Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	14,000	$	—	$	—	$	14,000
Interest rate swaps	—		10,023		—		10,023
Cross currency swaps	—		26,102		—		26,102
Forward contracts	—		8		—		8
Total	$	14,000	$	36,133	$	—	$	50,133
Liabilities:
Cross currency swaps	$	—	$	78	$	—	$	78
Forward contracts	—		108		—		108
Total	$	—	$	186	$	—	$	186

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at December 30, 2023:


	Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	90,000	$	—	$	—	$	90,000
Interest rate swaps	—		10,379		—		10,379
Cross currency swaps	—		20,831		—		20,831

Total	$	90,000	$	31,210	$	—	$	121,210
Liabilities:
Cross currency swaps	$	—	$	466	$	—	$	466
Forward contracts	—		384		—		384
Total	$	—	$	850	$	—	$	850

Derivative Financial Instruments

3 Months Ended

Mar. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Foreign currency contracts

Interest rate swap contracts

The fair values of cross currency swap contracts, forward contracts and interest rate swap contracts were as follows:


(in thousands)	Balance Sheet Location	March 30, 2024		December 30, 2023
Derivatives not designated as hedging instruments:
Forward contracts	Derivative asset – current	$	8	$	—
Cross currency swaps	Derivative asset – current	26,102		—
Cross currency swaps	Derivative asset – non-current	—		20,831
Total derivatives in an asset position		$	26,110	$	20,831
Forward contracts	Accounts payable and accrued liabilities	$	108	$	384
Cross currency swaps	Accounts payable and accrued liabilities	78		466
Total derivatives in a liability position		$	186	$	850
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative asset – current	$	10,023	$	7,691
Interest rate swaps	Derivative asset – non-current	—		2,688
Total derivatives in an asset position		$	10,023	$	10,379
Total deferred gain	Accumulated other comprehensive income	$	12,220	$	13,045

The impact of derivative financial instruments on the unaudited interim condensed consolidated statements of operations and comprehensive loss was as follows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Gain (loss) on forward contracts recognized in (loss) gain on foreign currency, net	$	271	$	(65)
Gain on cross currency swaps recognized in (loss) gain on foreign currency, net	$	5,614	$	689
Gain on interest rate swaps recognized in interest expense, net	$	3,024	$	2,394

The table below presents the effect of cash flow hedge accounting on other comprehensive loss, net of tax:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Gain (loss) recognized in other comprehensive loss	$	2,199	$	(1,253)
Gain reclassified from accumulated other comprehensive income into net loss	$	3,024	$	2,394

Segment Information

3 Months Ended

Mar. 30, 2024

Segment Reporting [Abstract]

Segment Information

Our segment results were as follows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Net sales:
U.S. Retail	$	192,580	$	184,021
Canada Retail	134,119		133,273
Other	27,473		28,390
Total net sales	$	354,172	$	345,684
Segment profit:
U.S. Retail	$	41,791	$	42,484
Canada Retail	35,530		33,968
Other	8,485		9,562
Total segment profit	85,806		86,014
General corporate expenses	51,238		55,760
Depreciation and amortization	18,301		14,484
Operating income	16,267		15,770
Interest expense, net	(16,076)		(24,470)
(Loss) gain on foreign currency, net	(956)		1,295
Other expense, net	(106)		(216)
Loss on extinguishment of debt	(4,088)		(6,011)
Loss before income taxes	(4,959)		(13,632)
Income tax benefit	(4,492)		(3,437)
Net loss	$	(467)	$	(10,195)

Net Loss Per Share

3 Months Ended

Mar. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Basic and diluted net loss per share were as follows:


	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 (1)	161,247		141,695
Net loss per share
Basic	$	(0.00)	$	(0.07)
Diluted	$	(0.00)	$	(0.07)

Stock-based Compensation

3 Months Ended

Mar. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based compensation expense for the thirteen weeks ended March 30, 2024 and April 1, 2023 was $19.1 million and $0.9 million, respectively.

Time-based options

The following table summarizes the activity related to time-based options as of March 30, 2024:


(in thousands, except per share and remaining term amounts)	Number of options	Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 30, 2023	7,530	$	5.99	6.93	$	85,774
Granted	475	19.70
Exercised	(1,183)	2.37

Outstanding at March 30, 2024	6,822	7.57		7.12	80,079
Exercisable at March 30, 2024	3,463	3.57		6.11	54,413

Performance-based options

The following table summarizes the activity related to performance-based options as of March 30, 2024:


(in thousands, except per share and remaining term amounts)	Number of Options	Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 30, 2023	7,948	$	2.05	5.78	$	121,750

Exercised	(93)	1.61
Forfeited or expired	(277)	1.61
Outstanding at March 30, 2024	7,578	2.08		5.80	130,314
Exercisable at March 30, 2024	1,895	2.08		5.80	32,579

Restricted Stock Units

The following table summarizes the activity related to RSUs as of March 30, 2024:


(in thousands, except per share amounts)	Number of units	Weighted average grant-date fair value per share
Unvested at December 30, 2023	547	$	22.81
Granted	469	19.70

Forfeited	(5)	22.59
Unvested at March 30, 2024	1,011	21.37

Income Taxes	3 Months Ended
Income Taxes	Mar. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The income tax provision for interim periods is generally determined using an estimate of the Company’s annual effective tax rate adjusted for discrete items. Each quarter the estimate of the annual effective tax rate is updated, and if the Company’s estimated tax rate changes, a cumulative adjustment is made. The effective tax rate for the thirteen weeks ended March 30, 2024 and April 1, 2023 was 90.6% and 25.2%, respectively. The effective tax rates differed from the federal statutory rate primarily due to changes in the valuation allowances, tax credits, withholding taxes, state income taxes, Global Intangible Low Taxed Income (“GILTI”), Foreign Derived Intangible Income (“FDII”), Internal Revenue Code Section 162(m) excess compensation, excess tax benefits related to stock option exercises and foreign rate differential. In the normal course of business, the Company is required to make estimated tax payments throughout the year based on the expected tax liability for the full year. This results in a prepaid balance during the first half of the year, as the Company earns most of its profit in the second half of the year. As of March 30, 2024, the Company had an $11.1 million balance in prepaid income taxes, which is classified in prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation and regulatory matters The Company is involved from time to time in claims, proceedings and litigation arising in the ordinary course of business. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the unaudited interim condensed consolidated financial statements. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made. The Company may enter into discussions regarding settlement of these matters and may enter into settlement agreements, if in the best interest of the Company. From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisition of Thrift Store Chain On May 6, 2024, the Company acquired, for an immaterial amount, 2 Peaches Group, LLC, 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. For the period of May 7, 2024 to December 28, 2024, the acquisition is expected to generate approximately $7 million in net sales.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 30, 2024	Apr. 01, 2023
Pay vs Performance Disclosure
Net loss	$ (467)	$ (10,195)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 30, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying interim condensed consolidated financial statements as of March 30, 2024 and for the thirteen weeks ended March 30, 2024 and April 1, 2023, have not been audited but, in the opinion of management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The condensed consolidated balance sheet at December 30, 2023, has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal year ended December 30, 2023, and related notes included in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year, which ends on the Saturday nearest to December 31.
Use of estimates	Use of estimates The preparation of these unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. These estimates are based on available information and on various other assumptions that are believed to be reasonable under the circumstances. Certain items subject to such estimates and assumptions include, but are not limited to, the valuation of insurance reserves, the valuation of intangibles, the valuation of goodwill, income taxes and stock-based compensation. Actual results could vary from those estimates under different assumptions or conditions.
Recently issued accounting pronouncements not yet adopted	Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require enhanced disclosures about significant expenses on an annual and interim basis for all public entities. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require that public business entities on an annual basis disclose specific categories in the rate reconciliation table, provide additional information for reconciling items that meet a quantitative threshold and provide additional information about income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 30, 2024

Accounting Policies [Abstract]

Disaggregation of Revenue

The following table disaggregates our revenue by retail and wholesale during each of the periods presented:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Retail sales	$	336,795	$	327,428
Wholesale sales	17,377		18,256
Total net sales	$	354,172	$	345,684

Indebtedness (Tables)

3 Months Ended

Mar. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following:


(in thousands)	March 30, 2024		December 30, 2023
Senior Secured Notes	$	445,500	$	495,000
Term Loan Facility	320,256		321,756

Total face value of debt	765,756		816,756
Less: current portion of long-term debt and short-term borrowings	6,000		4,500
Less: unamortized debt issuance costs and debt discount	23,893		27,663
Long-term debt, net	$	735,863	$	784,593

Fair Value Measurements (Tables)

3 Months Ended

Mar. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at March 30, 2024:


	Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	14,000	$	—	$	—	$	14,000
Interest rate swaps	—		10,023		—		10,023
Cross currency swaps	—		26,102		—		26,102
Forward contracts	—		8		—		8
Total	$	14,000	$	36,133	$	—	$	50,133
Liabilities:
Cross currency swaps	$	—	$	78	$	—	$	78
Forward contracts	—		108		—		108
Total	$	—	$	186	$	—	$	186

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at December 30, 2023:


	Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	90,000	$	—	$	—	$	90,000
Interest rate swaps	—		10,379		—		10,379
Cross currency swaps	—		20,831		—		20,831

Total	$	90,000	$	31,210	$	—	$	121,210
Liabilities:
Cross currency swaps	$	—	$	466	$	—	$	466
Forward contracts	—		384		—		384
Total	$	—	$	850	$	—	$	850

Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Cross Currency Swap Contracts, Forward Contracts, and Interest Rate Swaps

The fair values of cross currency swap contracts, forward contracts and interest rate swap contracts were as follows:


(in thousands)	Balance Sheet Location	March 30, 2024		December 30, 2023
Derivatives not designated as hedging instruments:
Forward contracts	Derivative asset – current	$	8	$	—
Cross currency swaps	Derivative asset – current	26,102		—
Cross currency swaps	Derivative asset – non-current	—		20,831
Total derivatives in an asset position		$	26,110	$	20,831
Forward contracts	Accounts payable and accrued liabilities	$	108	$	384
Cross currency swaps	Accounts payable and accrued liabilities	78		466
Total derivatives in a liability position		$	186	$	850
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative asset – current	$	10,023	$	7,691
Interest rate swaps	Derivative asset – non-current	—		2,688
Total derivatives in an asset position		$	10,023	$	10,379
Total deferred gain	Accumulated other comprehensive income	$	12,220	$	13,045

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location

The impact of derivative financial instruments on the unaudited interim condensed consolidated statements of operations and comprehensive loss was as follows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Gain (loss) on forward contracts recognized in (loss) gain on foreign currency, net	$	271	$	(65)
Gain on cross currency swaps recognized in (loss) gain on foreign currency, net	$	5,614	$	689
Gain on interest rate swaps recognized in interest expense, net	$	3,024	$	2,394

Schedule of Accumulated Other Comprehensive Income (Loss)

The table below presents the effect of cash flow hedge accounting on other comprehensive loss, net of tax:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Gain (loss) recognized in other comprehensive loss	$	2,199	$	(1,253)
Gain reclassified from accumulated other comprehensive income into net loss	$	3,024	$	2,394

Segment Information (Tables)

3 Months Ended

Mar. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Our segment results were as follows:


	Thirteen Weeks Ended
(in thousands)	March 30, 2024		April 1, 2023
Net sales:
U.S. Retail	$	192,580	$	184,021
Canada Retail	134,119		133,273
Other	27,473		28,390
Total net sales	$	354,172	$	345,684
Segment profit:
U.S. Retail	$	41,791	$	42,484
Canada Retail	35,530		33,968
Other	8,485		9,562
Total segment profit	85,806		86,014
General corporate expenses	51,238		55,760
Depreciation and amortization	18,301		14,484
Operating income	16,267		15,770
Interest expense, net	(16,076)		(24,470)
(Loss) gain on foreign currency, net	(956)		1,295
Other expense, net	(106)		(216)
Loss on extinguishment of debt	(4,088)		(6,011)
Loss before income taxes	(4,959)		(13,632)
Income tax benefit	(4,492)		(3,437)
Net loss	$	(467)	$	(10,195)

Net Loss Per Share (Tables)

3 Months Ended

Mar. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net (Loss) Income per Share

Basic and diluted net loss per share were as follows:


	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 (1)	161,247		141,695
Net loss per share
Basic	$	(0.00)	$	(0.07)
Diluted	$	(0.00)	$	(0.07)

Stock-based Compensation (Tables)

3 Months Ended

Mar. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity

The following table summarizes the activity related to time-based options as of March 30, 2024:


(in thousands, except per share and remaining term amounts)	Number of options	Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 30, 2023	7,530	$	5.99	6.93	$	85,774
Granted	475	19.70
Exercised	(1,183)	2.37

Outstanding at March 30, 2024	6,822	7.57		7.12	80,079
Exercisable at March 30, 2024	3,463	3.57		6.11	54,413

Share-Based Payment Arrangement, Performance Shares, Activity

The following table summarizes the activity related to performance-based options as of March 30, 2024:


(in thousands, except per share and remaining term amounts)	Number of Options	Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 30, 2023	7,948	$	2.05	5.78	$	121,750

Exercised	(93)	1.61
Forfeited or expired	(277)	1.61
Outstanding at March 30, 2024	7,578	2.08		5.80	130,314
Exercisable at March 30, 2024	1,895	2.08		5.80	32,579

Share-Based Payment Arrangement, Restricted Stock Unit, Activity

The following table summarizes the activity related to RSUs as of March 30, 2024:


(in thousands, except per share amounts)	Number of units	Weighted average grant-date fair value per share
Unvested at December 30, 2023	547	$	22.81
Granted	469	19.70

Forfeited	(5)	22.59
Unvested at March 30, 2024	1,011	21.37

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 354,172	$ 345,684
Retail sales
Disaggregation of Revenue [Line Items]
Net sales	336,795	327,428
Wholesale sales
Disaggregation of Revenue [Line Items]
Net sales	$ 17,377	$ 18,256

Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Debt Instrument [Line Items]
Total face value of debt	$ 765,756	$ 816,756
Less: current portion of long-term debt and short-term borrowings	6,000	4,500
Less: unamortized debt issuance costs and debt discount	23,893	27,663
Long-term debt, net	735,863	784,593
Senior Notes \| Senior Secured Notes
Debt Instrument [Line Items]
Total face value of debt	445,500	495,000
Line of Credit \| Term Loan Facility \| Senior Secured Credit Facilities
Debt Instrument [Line Items]
Total face value of debt	$ 320,256	$ 321,756

Indebtedness - Narrative (Details)				3 Months Ended
Indebtedness - Narrative (Details)	Mar. 04, 2024 USD ($)	Feb. 09, 2024	Jan. 30, 2024 USD ($)	Mar. 30, 2024 USD ($)	Apr. 01, 2023 USD ($)	Dec. 30, 2023
Debt Instrument [Line Items]
Prepayment premium on extinguishment of debt				$ 1,485,000	$ 0
Loss on extinguishment of debt				4,088,000	$ 6,011,000
Senior Secured Notes \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, repurchased face amount	$ 49,500,000
Principal amount, percentage	10.00%
Debt instrument, redemption, premium	0.03
Prepayment premium on extinguishment of debt	$ 1,500,000
Loss on extinguishment of debt	$ 3,400,000
Term Loan Facility \| Senior Secured Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate, reduction in margin		0.0025	0.0025
Term Loan Facility \| Senior Secured Credit Facilities \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Interest rate			2.75%			4.25%
Term Loan Facility \| Senior Secured Credit Facilities \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Interest rate			4.00%			5.50%
Term Loan Facility \| Uncommitted Incremental Facility \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, covenant, maximum borrowing capacity that does not require lender consent			$ 102,000,000
Debt instrument, covenant, EBITDA ratio			0.50
Loss on extinguishment of debt			$ 700,000
Revolving Credit Facility \| The Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Advances on revolving credit facility				0
Line of credit facility, remaining borrowing capacity				73,800,000
Letter of Credit \| The Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount				$ 1,200,000

Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Assets:
Total	$ 50,133	$ 121,210
Liabilities:
Total	186	850
Level 1
Assets:
Total	14,000	90,000
Liabilities:
Total	0	0
Level 2
Assets:
Total	36,133	31,210
Liabilities:
Total	186	850
Level 3
Assets:
Total	0	0
Liabilities:
Total	0	0
Interest rate swaps
Assets:
Derivative assets	10,023	10,379
Interest rate swaps \| Level 1
Assets:
Derivative assets	0	0
Interest rate swaps \| Level 2
Assets:
Derivative assets	10,023	10,379
Interest rate swaps \| Level 3
Assets:
Derivative assets	0	0
Cross currency swaps
Assets:
Derivative assets	26,102	20,831
Liabilities:
Derivative liabilities	78	466
Cross currency swaps \| Level 1
Assets:
Derivative assets	0	0
Liabilities:
Derivative liabilities	0	0
Cross currency swaps \| Level 2
Assets:
Derivative assets	26,102	20,831
Liabilities:
Derivative liabilities	78	466
Cross currency swaps \| Level 3
Assets:
Derivative assets	0	0
Liabilities:
Derivative liabilities	0	0
Forward contracts
Assets:
Derivative assets	8
Liabilities:
Derivative liabilities	108	384
Forward contracts \| Level 1
Assets:
Derivative assets	0
Liabilities:
Derivative liabilities	0	0
Forward contracts \| Level 2
Assets:
Derivative assets	8
Liabilities:
Derivative liabilities	108	384
Forward contracts \| Level 3
Assets:
Derivative assets	0
Liabilities:
Derivative liabilities	0	0
Money market funds
Assets:
Cash equivalents	14,000	90,000
Money market funds \| Level 1
Assets:
Cash equivalents	14,000	90,000
Money market funds \| Level 2
Assets:
Cash equivalents	0	0
Money market funds \| Level 3
Assets:
Cash equivalents	$ 0	$ 0

Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	Mar. 30, 2024	Dec. 30, 2023
Level 1 \| Senior Secured Notes \| Senior Notes
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair value	$ 480.3	$ 525.5

Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2024	Mar. 30, 2024	Dec. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Gains that will be reclassified within 12 months		$ 10.8
Cross currency swaps
Derivative Instruments, Gain (Loss) [Line Items]
Derivative notional amount		275.0	$ 275.0
Forward contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative notional amount		59.8	33.2
Forward contracts \| Subsequent Event
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from derivative instrument	$ 28.1
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Derivative notional amount		$ 275.0	$ 275.0
Interest rate swaps \| Subsequent Event
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from derivative instrument	$ 10.3

Derivative Financial Instruments - Cross Currency Swap (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Derivatives, Fair Value [Line Items]
Total deferred gain	$ 12,220	$ 13,045
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	26,110	20,831
Total derivatives in a liability position	186	850
Not Designated as Hedging Instrument \| Forward contracts \| Derivative asset – current
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	8	0
Not Designated as Hedging Instrument \| Forward contracts \| Accounts payable and accrued liabilities
Derivatives, Fair Value [Line Items]
Total derivatives in a liability position	108	384
Not Designated as Hedging Instrument \| Cross currency swaps \| Derivative asset – current
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	26,102	0
Not Designated as Hedging Instrument \| Cross currency swaps \| Derivative asset – non-current
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	0	20,831
Not Designated as Hedging Instrument \| Cross currency swaps \| Accounts payable and accrued liabilities
Derivatives, Fair Value [Line Items]
Total derivatives in a liability position	78	466
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	10,023	10,379
Designated as Hedging Instrument \| Interest rate swaps \| Derivative asset – current
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	10,023	7,691
Designated as Hedging Instrument \| Interest rate swaps \| Derivative asset – non-current
Derivatives, Fair Value [Line Items]
Total derivatives in an asset position	$ 0	$ 2,688

Derivative Financial Instruments - Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Forward contracts \| Foreign Currency Gain (Loss)
Derivatives, Fair Value [Line Items]
Gain (loss) on derivative instruments recognized in (loss) gain on foreign currency, net	$ 271	$ (65)
Cross currency swaps \| Foreign Currency Gain (Loss)
Derivatives, Fair Value [Line Items]
Gain (loss) on derivative instruments recognized in (loss) gain on foreign currency, net	5,614	689
Interest rate swaps \| Interest Expense
Derivatives, Fair Value [Line Items]
Gain on interest rate swaps recognized in interest expense, net	$ 3,024	$ 2,394

Derivative Financial Instruments - Cash Flow Hedge (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain (loss) recognized in other comprehensive loss	$ 2,199	$ (1,253)
Gain reclassified from accumulated other comprehensive income into net loss	$ 3,024	$ 2,394

Segment Information - Narrative (Details)	3 Months Ended
Segment Information - Narrative (Details)	Mar. 30, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Segment Information - Segment Results (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Segment Reporting Information [Line Items]
Net sales	$ 354,172	$ 345,684
Total segment profit	85,806	86,014
General corporate expenses	51,238	55,760
Depreciation and amortization	18,301	14,484
Operating income	16,267	15,770
Interest expense, net	(16,076)	(24,470)
(Loss) gain on foreign currency, net	(956)	1,295
Other expense, net	(106)	(216)
Loss on extinguishment of debt	(4,088)	(6,011)
Loss before income taxes	(4,959)	(13,632)
Income tax benefit	(4,492)	(3,437)
Net loss	(467)	(10,195)
Segment Reconciling Items
Segment Reporting Information [Line Items]
Net sales	27,473	28,390
Total segment profit	8,485	9,562
U.S. Retail \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	192,580	184,021
Total segment profit	41,791	42,484
Canada Retail \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	134,119	133,273
Total segment profit	$ 35,530	$ 33,968

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Numerator
Net loss	$ (467)	$ (10,195)
Denominator
Basic weighted average common shares outstanding (in shares)	161,247,000	141,695,000
Dilutive effect of employee stock options and awards (in shares)	0	0
Diluted weighted average common shares outstanding (in shares)	161,247,000	141,695,000
Net loss per share
Basic (in usd per share)	$ (0.00)	$ (0.07)
Diluted (in usd per share)	$ (0.00)	$ (0.07)
Antidilutive securities excluded from computation of earnings per share (in shares)	8,118	4,644

Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 19.1	$ 0.9
Time-Based Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	5 years
Performance based options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights through term	25.00%
Performance based options \| Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Performance based options \| IPO Vesting
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 16.8
Performance based options \| IPO \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights through term	25.00%
Restricted Stock Units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Restricted Stock Units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years

Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Time-Based Options
Number of options
Beginning, Outstanding (in shares)	7,530
Granted (in shares)	475
Exercised (in shares)	(1,183)
Ending, Outstanding (in shares)	6,822	7,530
Weighted average exercise price per share
Beginning, Options outstanding, Weighted average exercise price per share (in usd per share)	$ 5.99
Granted, Weighted average exercise price per share (in usd per share)	19.70
Options exercised, Weighted average exercise price per share (in usd per share)	2.37
Ending, Options outstanding, Weighted average exercise price per share (in usd per share)	$ 7.57	$ 5.99
Stock Options Additional Disclosures
Options exercisable, Number of options (in shares)	3,463
Options exercisable, Weighted average exercise price per share (in usd per share)	$ 3.57
Weighted average remaining contractual term (in years)	7 years 1 month 13 days	6 years 11 months 4 days
Options exercisable, Weighted average remaining contractual term	6 years 1 month 9 days
Aggregate intrinsic value	$ 80,079	$ 85,774
Options exercisable, Aggregate intrinsic value	$ 54,413
Performance based options
Number of options
Beginning, Outstanding (in shares)	7,948
Exercised (in shares)	(93)
Forfeited or expired (in shares)	(277)
Ending, Outstanding (in shares)	7,578	7,948
Weighted average exercise price per share
Beginning, Options outstanding, Weighted average exercise price per share (in usd per share)	$ 2.05
Options exercised, Weighted average exercise price per share (in usd per share)	1.61
Options forfeited or expired, Weighted average exercise price per share (in usd per share)	1.61
Ending, Options outstanding, Weighted average exercise price per share (in usd per share)	$ 2.08	$ 2.05
Stock Options Additional Disclosures
Options exercisable, Number of options (in shares)	1,895
Options exercisable, Weighted average exercise price per share (in usd per share)	$ 2.08
Weighted average remaining contractual term (in years)	5 years 9 months 18 days	5 years 9 months 10 days
Options exercisable, Weighted average remaining contractual term	5 years 9 months 18 days
Aggregate intrinsic value	$ 130,314	$ 121,750
Options exercisable, Aggregate intrinsic value	$ 32,579

Stock-based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units shares in Thousands	3 Months Ended
	Mar. 30, 2024 $ / shares shares
Number of units
Beginning, Outstanding (in shares) \| shares	547
Granted (in shares) \| shares	469
Forfeited (in shares) \| shares	(5)
Ending, Outstanding (in shares) \| shares	1,011
Weighted average grant-date fair value per share
Beginning, Outstanding, Weighted average grant date fair value (in usd per share) \| $ / shares	$ 22.81
Granted, Weighted average grant date fair value (in usd per share) \| $ / shares	19.70
Forfeited, Weighted average grant date fair value (in usd per share) \| $ / shares	22.59
Ending, Outstanding, Weighted average grant date fair value (in usd per share) \| $ / shares	$ 21.37

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 30, 2024	Apr. 01, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	90.60%	25.20%
Prepaid taxes	$ 11.1

Subsequent Events (Details) $ in Thousands	3 Months Ended		8 Months Ended
Subsequent Events (Details) $ in Thousands	Mar. 30, 2024 USD ($)	Apr. 01, 2023 USD ($)	Dec. 28, 2024 USD ($)	May 06, 2024 store
Subsequent Event [Line Items]
Net sales	$ 354,172	$ 345,684
Forecast \| 2 Peaches Group, LLC \| GEORGIA
Subsequent Event [Line Items]
Net sales			$ 7,000
Subsequent Event \| 2 Peaches Group, LLC \| GEORGIA
Subsequent Event [Line Items]
Number of stores acquired \| store				7