fnd-20220929

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

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

For the quarterly period ended September 29, 2022

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

For the transition period from ____ to ____

Commission file number 001-38070

_________________________________________

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________


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

2500 Windy Ridge Parkway SE

Atlanta,

Georgia

30339

(Address of principal executive offices)

(Zip Code)


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

_________________________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value per share	FND	New York Stock Exchange

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

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


Class						Outstanding at October 31, 2022
Class A common stock, $0.001 par value per share						106,117,628

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			Page
Part I – Financial Information			3
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets (Unaudited)	3
		Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)	4
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows (Unaudited)	7
		Notes to Condensed Consolidated Financial Statements (Unaudited)	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
		Forward-Looking Statements	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	30
Part II – Other Information			30
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	30
	Item 6.	Exhibits	31
	Signatures		32

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


in thousands, except for share and per share data	As of September 29, 2022		As of December 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	7,687	$	139,444
Income taxes receivable	9,867		3,507
Receivables, net	102,580		81,463
Inventories, net	1,320,456		1,008,151
Prepaid expenses and other current assets	56,502		40,780
Total current assets	1,497,092		1,273,345
Fixed assets, net	1,164,119		929,083
Right-of-use assets	1,157,347		1,103,750
Intangible assets, net	150,851		151,935
Goodwill	255,473		255,473
Deferred income tax assets, net	8,024		9,832
Other assets	11,762		7,277
Total long-term assets	2,747,576		2,457,350
Total assets	$	4,244,668	$	3,730,695
Liabilities and stockholders’ equity
Current liabilities:
Current portion of term loans	$	2,103	$	2,103
Current portion of lease liabilities	107,258		104,602
Trade accounts payable	642,136		661,883
Accrued expenses and other current liabilities	294,022		248,935

Deferred revenue	15,907		14,492
Total current liabilities	1,061,426		1,032,015
Term loan	195,454		195,762
Revolving line of credit	176,400		—
Lease liabilities	1,177,413		1,120,990
Deferred income tax liabilities, net	42,584		40,958
Other liabilities	8,772		17,771
Total long-term liabilities	1,600,623		1,375,481
Total liabilities	2,662,049		2,407,496
Commitments and Contingencies (Note 5)
Stockholders’ equity
Capital stock:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 29, 2022 and December 30, 2021	—		—
Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 106,117,337 shares issued and outstanding at September 29, 2022 and 105,760,650 issued and outstanding at December 30, 2021	106		106
Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 29, 2022 and December 30, 2021	—		—
Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding at September 29, 2022 and December 30, 2021	—		—
Additional paid-in capital	476,905		450,332
Accumulated other comprehensive income, net	4,424		535
Retained earnings	1,101,184		872,226
Total stockholders’ equity	1,582,619		1,323,199
Total liabilities and stockholders’ equity	$	4,244,668	$	3,730,695

See accompanying notes to condensed consolidated financial statements.

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Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
in thousands, except for per share data	September 29, 2022		September 30, 2021		September 29, 2022		September 30, 2021
Net sales	$	1,097,824	$	876,553	$	3,216,404	$	2,519,198
Cost of sales	650,349		511,245		1,924,589		1,451,519
Gross profit	447,475		365,308		1,291,815		1,067,679
Operating expenses:
Selling and store operating	280,735		218,690		798,437		613,708
General and administrative	54,697		52,488		162,449		149,348
Pre-opening	10,386		10,733		28,890		26,720
Total operating expenses	345,818		281,911		989,776		789,776
Operating income	101,657		83,397		302,039		277,903
Interest expense, net	3,032		1,124		5,866		3,805
Income before income taxes	98,625		82,273		296,173		274,098
Provision for income taxes	22,450		7,628		67,215		40,741
Net income	$	76,175	$	74,645	$	228,958	$	233,357
Change in fair value of hedge instruments, net of tax	1,513		(36)		3,889		40
Total comprehensive income	$	77,688	$	74,609	$	232,847	$	233,397
Basic earnings per share	$	0.72	$	0.71	$	2.17	$	2.23
Diluted earnings per share	$	0.71	$	0.69	$	2.13	$	2.17

See accompanying notes to condensed consolidated financial statements.

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Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total Stockholders’ Equity
	Class A
in thousands	Shares	Amount
Balance, December 31, 2021	105,761	$	106	$	450,332	$	535	$	872,226	$	1,323,199
Stock-based compensation expense	—	—		5,980		—		—		5,980
Exercise of stock options	32	—		577		—		—		577
Issuance of common stock upon vesting of restricted stock units	47	—		—		—		—		—
Shares issued under employee stock purchase plan	21	—		1,963		—		—		1,963
Common stock redeemed for tax liability	(19)	—		(1,807)		—		—		(1,807)
Other comprehensive gain, net of tax	—	—		—		1,554		—		1,554
Net income	—	—		—		—		70,951		70,951
Balance, March 31, 2022	105,842	$	106	$	457,045	$	2,089	$	943,177	$	1,402,417
Stock-based compensation expense	—	—		4,889		—		—		4,889
Exercise of stock options	209	—		4,599		—		—		4,599

Forfeiture of restricted stock awards	(59)	—		—		—		—		—
Issuance of common stock upon vesting of restricted stock units	5	—		—		—		—		—


Common stock redeemed for tax liability	(4)	—		(273)		—		—		(273)
Other comprehensive gain, net of tax	—	—		—		822		—		822
Net income	—	—		—		—		81,832		81,832
Balance, June 30, 2022	105,993	$	106	$	466,260	$	2,911	$	1,025,009	$	1,494,286
Stock-based compensation expense	—	—		6,360		—		—		6,360
Exercise of stock options	81	—		1,924		—		—		1,924
Issuance of common stock upon vesting of restricted stock units	2	—		—		—		—		—
Shares issued under employee stock purchase plan	41	—		2,416		—		—		2,416
Common stock redeemed for tax liability	—	—		(55)		—		—		(55)
Other comprehensive gain, net of tax	—	—		—		1,513		—		1,513
Net income	—	—		—		—		76,175		76,175
Balance, September 29, 2022	106,117	$	106	$	476,905	$	4,424	$	1,101,184	$	1,582,619

See accompanying notes to condensed consolidated financial statements.

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Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total Stockholders' Equity
	Class A
in thousands	Shares	Amount
Balance, January 1, 2021	104,368	$	104	$	408,124	$	164	$	588,996	$	997,388
Stock-based compensation expense	—	—		4,734		—		—		4,734
Exercise of stock options	195	1		2,382		—		—		2,383
Issuance of restricted stock awards	27	—		—		—		—		—
Forfeiture of restricted stock awards	(2)	—		—		—		—		—
Issuance of common stock upon vesting of restricted stock units	25	—		—		—		—		—
Shares issued under employee stock purchase plan	26	—		1,302		—		—		1,302
Common stock redeemed for tax liability	(10)	—		(966)		—		—		(966)
Other comprehensive gain, net of tax	—	—		—		83		—		83
Net income	—	—		—		—		75,796		75,796
Balance, April 1, 2021	104,629	$	105	$	415,576	$	247	$	664,792	$	1,080,720
Stock-based compensation expense	—	—		5,319		—		—		5,319
Exercise of stock options	409	—		3,943		—		—		3,943
Issuance of restricted stock awards	2	—		—		—		—		—
Forfeiture of restricted stock awards	(1)	—		—		—		—		—
Issuance of common stock upon vesting of restricted stock units	2	—		—		—		—		—
Shares issued under employee stock purchase plan	21	—		1,761		—		—		1,761
Issuance of stock related to acquisition	50	—		5,000		—		—		5,000
Common stock redeemed for tax liability	(1)	—		(50)		—		—		(50)
Other comprehensive loss, net of tax	—	—		—		(7)		—		(7)
Net income	—	—		—		—		82,916		82,916
Balance, July 1, 2021	105,111	$	105	$	431,549	$	240	$	747,708	$	1,179,602
Stock-based compensation expense	—	—		5,282		—		—		5,282
Exercise of stock options	468	1		5,428		—		—		5,429
Common stock redeemed for tax liability	—	—		(12)		—		—		(12)
Other comprehensive loss, net of tax	—	—		—		(36)		—		(36)
Net income	—	—		—		—		74,645		74,645
Balance, September 30, 2021	105,579	$	106	$	442,247	$	204	$	822,353	$	1,264,910

See accompanying notes to condensed consolidated financial statements.

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Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Thirty-nine Weeks Ended
in thousands	September 29, 2022		September 30, 2021
Operating activities
Net income	$	228,958	$	233,357
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,691		84,496
Stock-based compensation expense	17,229		15,335
Deferred income taxes	1,747		5,599
Change in fair value of contingent earn-out liabilities	1,530		—
Loss on asset impairments and disposals, net	—		475
Interest cap derivative contracts	85		40
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables, net	(21,014)		(19,785)
Inventories, net	(312,288)		(174,649)
Trade accounts payable	(25,761)		202,386
Accrued expenses and other current liabilities	27,796		38,492
Income taxes	(6,360)		(10,838)
Deferred revenue	1,415		9,840
Other, net	(18,703)		(19,856)
Net cash provided by operating activities	7,325		364,892
Investing activities
Purchases of fixed assets	(322,825)		(277,688)
Acquisitions, net of cash acquired	(1,121)		(63,567)
Proceeds from sales of property	4,773		—
Net cash used in investing activities	(319,173)		(341,255)
Financing activities
Borrowings on revolving line of credit	663,200		13,466
Payments on revolving line of credit	(486,800)		(15,969)
Proceeds from term loans	—		65,000
Payments on term loans	(1,577)		(76,202)
Payments of contingent earn-out consideration	(2,571)		—
Proceeds from exercise of stock options	7,100		11,755
Proceeds from employee stock purchase plan	4,379		3,063
Debt issuance costs	(1,505)		(1,409)
Tax payments for stock-based compensation awards	(2,135)		(1,028)
Net cash provided by (used in) financing activities	180,091		(1,324)
Net (decrease) increase in cash and cash equivalents	(131,757)		22,313
Cash and cash equivalents, beginning of the period	139,444		307,772
Cash and cash equivalents, end of the period	$	7,687	$	330,085
Supplemental disclosures of cash flow information
Buildings and equipment acquired under operating leases	$	148,665	$	238,023
Cash paid for interest, net of capitalized interest	$	3,437	$	1,676
Cash paid for income taxes, net of refunds	$	71,800	$	45,996
Fixed assets accrued at the end of the period	$	118,453	$	94,839

See accompanying notes to condensed consolidated financial statements.

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Floor & Decor Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Nature of Business

Floor & Decor Holdings, Inc., together with its subsidiaries (the “Company,” “we,” “our,” or “us”) is a multi-channel specialty retailer and commercial flooring distributor. The Company offers a broad assortment of in-stock hard-surface flooring, including tile, wood, laminate, vinyl, and natural stone along with decorative accessories and wall tile, installation materials, and adjacent categories at everyday low prices. Our stores appeal to a variety of customers, including professional installers and commercial businesses (“Pro”), Do it Yourself customers (“DIY”), and customers who buy our products for professional installation (“Buy it Yourself” or “BIY”). We operate within one reportable segment.

As of September 29, 2022, the Company, through its wholly owned subsidiary, Floor and Decor Outlets of America, Inc. (“F&D” or“Outlets”), operates 178 warehouse-format stores, which average 78,000 square feet, and five small-format standalone design studios in 35 states, as well as four distribution centers and an e-commerce site, FloorandDecor.com.

Fiscal Year

The Company’s fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. The fiscal year ending December 29, 2022 (“fiscal 2022”) and the fiscal year ended December 30, 2021 (“fiscal 2021”) include 52 weeks. When a 53-week fiscal year occurs, we report the additional week at the end of the fiscal fourth quarter. 52-week fiscal years consist of thirteen-week periods in each quarter of the fiscal year.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. The Condensed Consolidated Balance Sheet as of December 30, 2021 has been derived from the audited Consolidated Balance Sheet for the fiscal year then ended. The interim condensed consolidated financial statements should be read together with the audited consolidated financial statements and related footnote disclosures included in the Company’s Annual Report on Form 10-K for fiscal 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 (the “Annual Report”).

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

Results of operations for the thirty-nine weeks ended September 29, 2022 and September 30, 2021 are not necessarily indicative of the results to be expected for the full years.

Impact of the COVID-19 Pandemic

The ongoing presence of COVID-19 and its potential impact on the Company’s business remains an evolving situation and is highly uncertain. While the Company’s operations during the first thirty-nine weeks of fiscal 2022 did not appear to be negatively impacted, the COVID-19 pandemic could have additional negative impacts in the future. The extent of the impact of the pandemic on the Company’s business and financial results will depend on future developments, including the duration of the pandemic, the success of vaccination programs, the spread of COVID-19, including its developing variants, within the markets in which the Company operates, as well as the countries from which the Company sources inventory, fixed assets, and other supplies, the effect of the pandemic on consumer confidence and spending, and actions taken by government entities in response to the pandemic, all of which are highly uncertain.

Summary of Significant Accounting Policies

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

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Recently Issued Accounting Pronouncements

Reference Rate Reform. In January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-01, “Reference Rate Reform (Topic 848),” which provides optional guidance to ease the potential accounting and financial reporting burden of reference rate reform, including the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The new guidance provides temporary optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made. Unlike other topics, the provisions of this update are only available until December 31, 2022, by which time the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures and has yet to elect an adoption date.

Business Combinations. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU addresses diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted, including adoption in an interim period. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements or related disclosures.

Supplier Finance Programs. In September 2022, the FASB issued ASU No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50).” The ASU requires that buyers in a supplier finance program disclose sufficient information for a user of the financial statements to understand the program's nature, activity, changes since prior period, and potential magnitude. The guidance in ASU 2022-04 is effective for interim and fiscal years beginning after December 15, 2022. Once adopted, it should be applied retrospectively to each period in which a balance sheet is presented, excluding the amendment on roll forward information, which should be presented prospectively. Early adoption of the standard is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures and has yet to elect an adoption date.

2. Revenue

Net sales consist of revenue associated with contracts with customers for the sale of goods and services in amounts that reflect the consideration the Company is entitled to receive in exchange for those goods and services.

Deferred Revenue & Contract Liabilities

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when the customer obtains control of the inventory. Amounts in deferred revenue at period-end reflect orders for which the inventory was not yet ready for physical transfer to customers.

Contract liabilities within the Condensed Consolidated Balance Sheets as of September 29, 2022 and December 30, 2021 primarily consisted of deferred revenue as well as amounts in accrued expenses and other current liabilities related to the Pro Premier loyalty program and unredeemed gift cards. As of September 29, 2022, contract liabilities totaled $58.9 million and included $15.9 million of deferred revenue, $31.7 million of loyalty program liabilities, and $11.3 million of unredeemed gift cards. As of December 30, 2021, contract liabilities totaled $40.2 million and included $14.5 million of deferred revenue, $20.4 million of loyalty program liabilities, and $5.3 million of unredeemed gift cards. Of the contract liabilities outstanding as of December 30, 2021, approximately $15.8 million was recognized in revenue during the thirty-nine weeks ended September 29, 2022.

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Disaggregated Revenue

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


	Thirteen Weeks Ended
	September 29, 2022				September 30, 2021
Product Category	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Laminate / luxury vinyl plank	$	314,502	29	%	$	230,279	26	%
Tile	246,336		22		201,674		23
Decorative accessories / wall tile	187,369		17		160,195		18
Installation materials and tools	183,495		17		138,794		16
Wood	69,691		6		64,798		7
Natural stone	52,670		5		48,267		6
Adjacent categories (1)	17,338		2		13,685		2
Other (2)	26,423		2		18,861		2
Total	$	1,097,824	100	%	$	876,553	100	%


	Thirty-nine Weeks Ended
	September 29, 2022				September 30, 2021
Product Category	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Laminate / luxury vinyl plank	$	896,347	28	%	$	630,956	25	%
Tile	725,242		22		599,489		24
Decorative accessories / wall tile	569,370		18		481,525		19
Installation materials and tools	529,659		16		410,764		16
Wood	213,126		7		193,087		8
Natural stone	161,374		5		149,501		6
Adjacent categories (1)	51,363		2		39,508		2
Other (2)	69,923		2		14,368		—
Total	$	3,216,404	100	%	$	2,519,198	100	%

(1) Adjacent categories primarily include bathroom and kitchen products and accessories.

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

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3. Debt

The following table summarizes the Company’s long-term debt as of September 29, 2022 and December 30, 2021:


in thousands	Maturity Date	Interest Rate Per Annum at 9/29/2022 (1)		September 29, 2022		December 30, 2021
Credit Facilities:
Term Loan Facility	February 14, 2027	4.53%	Variable	$	205,025	$	206,602

Asset-based Loan Facility (“ABL”)	August 4, 2027	3.92%	Variable	176,400		—
Total secured debt at par value				381,425		206,602
Less: current maturities				2,103		2,103
Long-term debt maturities				379,322		204,499
Less: unamortized discount and debt issuance costs				7,468		8,737
Total long-term debt				$	371,854	$	195,762

(1) The applicable interest rate for the Term Loan Facility does not include the effect of interest rate cap agreements.

Market risk associated with the Company’s long-term debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt is based primarily on the Company’s estimates of interest rates, maturities, credit risk, and underlying collateral.

The estimated fair values and classifications within the fair value hierarchy of the Term Loan Facility and ABL were as follows as of September 29, 2022 and December 30, 2021:


in thousands	Fair Value Hierarchy Classification	September 29, 2022		December 30, 2021
Term Loan Facility	Level 3	$	199,899	$	202,986
ABL Facility	Level 2	176,400		—
Total		$	376,299	$	202,986

The following table summarizes scheduled maturities of the Company’s debt as of September 29, 2022:


in thousands	Amount
Thirteen weeks ending December 29, 2022	$	526
2023	2,103
2024	2,103
2025	2,103
2026	2,103
Thereafter	372,487
Total minimum debt payments	$	381,425

Components of interest expense are as follows for the periods presented:


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
in thousands	September 29, 2022		September 30, 2021		September 29, 2022		September 30, 2021
Total interest costs	$	4,092	$	1,906	$	8,617	$	5,737
Interest capitalized	1,060		782		2,751		1,932
Interest expense, net	$	3,032	$	1,124	$	5,866	$	3,805

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Term Loan Facility

The Term Loan Facility provides a margin for loans of: (x) in the case of ABR Loans (as defined in the Term Loan Facility) 1.00% per annum (subject to a leverage-based step-up to 1.25% if Outlets exceeds certain leverage ratio tests), and (y) in the case of Eurodollar Loans (as defined in the Term Loan Facility) 2.00% per annum (subject to a leverage-based step-up to 2.25% if Outlets exceeds certain leverage ratio tests and a 0.00% floor on Eurodollar Loans).

All obligations under the Term Loan Facility are secured by (1) a first-priority security interest in substantially all of the property and assets of Outlets and the other guarantors under the Term Loan Facility, with certain exceptions, and (2) a second-priority security interest in the collateral securing the asset-based loan facility (“ABL” or “ABL Facility”).

ABL Facility

On August 4, 2022, the Company entered into a second amendment to the ABL Facility which, among other things, (a) increased the Company’s revolving commitments to a total aggregate principal amount of $800 million, (b) allows for the Company, under certain circumstances, to increase the size of the facility by an additional amount of up to $200 million, and (c) extended the stated maturity date of the ABL Facility to August 4, 2027.

As of September 29, 2022, the Company’s ABL Facility had a maximum availability of $800.0 million with actual available borrowings limited to the sum, at the time of calculation, of (a) eligible credit card receivables multiplied by the credit card advance rate, plus (b) the cost of eligible inventory, net of inventory reserves, multiplied by the applicable appraisal percentage, plus (c) 85% of eligible net trade receivables, plus (d) all eligible cash on hand, plus (e) 100% of the amount for which the eligible letter of credit must be honored after giving effect to any draws, minus certain Availability Reserves (each component as defined in the ABL Facility). The ABL Facility is available for issuance of letters of credit and contains a sublimit of $50.0 million for standby letters of credit and commercial letters of credit combined. Available borrowings under the facility are reduced by the face amount of outstanding letters of credit.

All obligations under the ABL Facility are secured by (1) a first-priority security interest in the cash and cash equivalents, accounts receivable, inventory, and related assets of Outlets and the other guarantors under the ABL Facility, with certain exceptions, and (2) a second-priority security interest in substantially all of the other property and assets of Outlets and the other guarantors under the Term Loan Facility.

Net availability under the ABL Facility, as reduced by outstanding borrowings of $176.4 million and letters of credit of $29.5 million, was $594.1 million based on financial data as of September 29, 2022.

Covenants

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

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

4. Income Taxes

Effective tax rates for the thirteen and thirty-nine weeks ended September 29, 2022 and September 30, 2021 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within each period. The Company’s effective income tax rate was 22.8% and 9.3% for the thirteen weeks ended September 29, 2022 and September 30, 2021, respectively, and 22.7% and 14.9% for the thirty-nine weeks ended September 29, 2022 and September 30, 2021, respectively. For the thirteen and thirty-nine weeks ended September 29, 2022, the effective income tax rate was higher than the statutory federal income tax rate of 21.0% primarily due to state income taxes and other permanent differences including meals and entertainment expenses that were partially offset by tax deductions in excess of book expense related to stock option exercises. For the thirteen and thirty-nine weeks ended September 30, 2021, the effective income tax rate was lower than the statutory federal income tax rate of 21.0% primarily due to the recognition of income tax benefits from tax deductions in excess of book expense related to stock option exercises and other discrete items.

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On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Based on our current analysis of the provisions, we do not believe this legislation will have a material impact on our consolidated financial statements.

5. Commitments and Contingencies

Lease Commitments

The Company accounts for leases in accordance with ASC 842, Leases. The majority of the Company’s long-term operating lease agreements are for its corporate office, retail locations, and distribution centers, which expire in various years through 2042. Most of these agreements are retail leases wherein both the land and building are leased. For a small number of retail locations, the Company has ground leases in which only the land is leased. The initial lease terms for the Company's corporate office, retail, and distribution center facilities generally range from 10-20 years. The majority of the Company’s retail and ground leases also include options to extend, which are factored into the recognition of their respective assets and liabilities when appropriate based on management’s assessment of the probability that the options will be exercised.

When readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of the Company’s leases do not provide a readily determinable implicit rate. If the rate implicit in the lease is not readily determinable, the Company uses a third party to assist in the determination of a secured incremental borrowing rate, determined on a collateralized basis, to discount lease payments based on information available at lease commencement. The secured incremental borrowing rate is estimated based on yields obtained from Bloomberg for U.S. consumers with a BB- credit rating and is adjusted for collateralization as well as inflation. As of September 29, 2022 and September 30, 2021, the Company’s weighted average discount rate was 5.3% and 5.2%, respectively. As of both September 29, 2022 and September 30, 2021, the Company’s weighted average remaining lease term was approximately 11 years.

Lease Costs

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


		Thirteen Weeks Ended				Thirty-nine Weeks Ended
in thousands	Classification	September 29, 2022		September 30, 2021		September 29, 2022		September 30, 2021
Fixed operating lease cost:	Selling and store operating	$	33,991	$	31,940	$	103,035	$	91,528
	Cost of sales	6,354		5,668		19,178		16,984
	Pre-opening	2,558		3,272		7,542		7,927
	General and administrative	1,136		1,029		3,407		3,088
Total fixed operating lease cost		$	44,039	$	41,909	$	133,162	$	119,527

Variable lease cost (1):	Selling and store operating	$	13,524	$	10,605	$	38,450	$	30,356
	Cost of sales	1,231		1,101		3,886		3,693
	Pre-opening	114		13		354		83
	General and administrative	194		78		598		(10)
Total variable lease cost		$	15,063	$	11,797	$	43,288	$	34,122

Sublease income	Cost of sales	(681)		(597)		(2,041)		(1,791)

Total operating lease cost (2)		$	58,421	$	53,109	$	174,409	$	151,858

(1) Includes variable costs for common area maintenance, property taxes, and insurance on leased real estate.

(2) Excludes short-term lease costs, which were immaterial for the thirty-nine weeks ended September 29, 2022 and September 30, 2021.

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Undiscounted Cash Flows

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of September 29, 2022 were as follows:


in thousands	Amount
Thirteen weeks ending December 29, 2022	$	32,202
2023	183,545
2024	180,086
2025	167,940
2026	157,889
Thereafter	1,039,871
Total minimum lease payments (1) (2)	1,761,533
Less: amount of lease payments representing interest	476,862
Present value of future minimum lease payments	1,284,671
Less: current obligations under leases	107,258
Long-term lease obligations	$	1,177,413

(1) Future lease payments exclude approximately $237.4 million of legally binding minimum lease payments for operating leases signed but not yet commenced.

(2) Operating lease payments include $146.8 million related to options to extend lease terms that are reasonably certain of being exercised.

For the thirty-nine weeks ended September 29, 2022 and September 30, 2021, cash paid for operating leases was $131.3 million and $115.7 million, respectively.

Litigation

On November 15, 2021, the Company was added as a defendant in a wrongful death lawsuit, Nguyen v. Inspections Now, Inc., No. 21-DCV-287142, pending in the 434th Judicial District Court of Fort Bend County, Texas. Inspections Now, Inc. and Jason Post Homes, LLC were also named as defendants in the case. On March 28, 2022, Plaintiff voluntarily dismissed her claims against Jason Post Homes without prejudice. Plaintiff’s petition alleges that unspecified “wood paneling” allegedly purchased from the Company was installed in the vicinity of plaintiff’s fireplace and caught fire while the fireplace was lit. The fire consumed plaintiff’s home and resulted in injuries to plaintiff and the death of plaintiff’s three children and mother. Plaintiff alleges product defect and failure to warn claims against the Company and negligent inspection claims against Inspections Now. Plaintiff’s petition seeks damages in excess of $1.0 million for property damage, personal injury, and wrongful death. The petition also seeks exemplary damages. On August 8, 2022, Plaintiff’s ex-husband filed a petition in intervention, intervening as a plaintiff in the lawsuit. Intervenor alleges the same claims and seeks damages in excess of $10.0 million for property damage, personal injury, wrongful death, and exemplary damages. The Company has responded to Plaintiff’s and Intervenor’s petitions, denying the allegations, and the case is in the early stages of discovery.

On June 18, 2020, an alleged stockholder filed a putative derivative complaint, Lincolnshire Police Pension Fund v. Taylor, et al., No. 2020-0487-JTL, in the Delaware Court of Chancery, purportedly on behalf of the Company against certain of the Company’s officers, directors, and stockholders. An amended complaint was filed on September 14, 2022. The complaint alleges breaches of fiduciary duties and unjust enrichment. The factual allegations underlying these claims are similar to the factual allegations made in the previously dismissed In re Floor & Decor Holdings, Inc. Securities Litigation. The complaint seeks unspecified damages and restitution for the Company from the individual defendants and the payment of costs and attorneys’ fees. On October 31, 2022, the Company, along with the other defendants, filed a motion to dismiss the operative complaint.

The Company maintains insurance that may cover any liability arising out of the above-referenced litigation up to the policy limits and subject to meeting certain deductibles and to other terms and conditions thereof. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or a range of possible losses resulting from the above-referenced litigation.

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

6. Stock-based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). In accordance with ASC 718, the Company measures compensation cost for all stock-based awards at fair value on the date of grant and recognizes compensation expense, net of forfeitures, using the straight-line method over the requisite service period of awards expected to vest, which for each of the awards is the service vesting period.

The table below presents components of stock-based compensation expense within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income:


	Thirty-nine Weeks Ended
in thousands	September 29, 2022		September 30, 2021
General and administrative	$	16,911	$	15,335
Selling and store operating	318		—
Total stock-based compensation expense	$	17,229	$	15,335

Stock Options

The table below summarizes stock option activity for the thirty-nine weeks ended September 29, 2022.


	Options	Weighted Average Exercise Price
Outstanding at December 31, 2021	2,503,654	$	26.81
Exercised	(321,756)	22.07
Forfeited or expired	(45,215)	51.72
Outstanding at September 29, 2022	2,136,683	$	27.00
Vested and exercisable at September 29, 2022	1,761,333	$	22.04

Restricted Stock Units

During the thirty-nine weeks ended September 29, 2022, the Company granted service-based restricted stock units (“RSUs”) to certain employees, executive officers, and non-employee directors and performance-based restricted stock units (“PSUs”) to certain executive officers that represent an unfunded, unsecured right to receive a share of the Company’s Class A common stock upon vesting. The RSUs granted during the period have an aggregate grant-date fair value of $23.1 million and vest in three ratable annual installments on each of the first three anniversaries of the grant date, subject to the grantee’s continued service through the applicable vesting date. The PSUs granted during the period have an aggregate grant-date fair value of $3.5 million and cliff vest after a three-year period based on the achievement of specific targets for adjusted EBIT (earnings before interest and taxes) growth and return on invested capital, subject to the grantee’s continued service through the applicable vesting date. Based on the extent to which the performance goals are achieved, vested shares may range from 0% to 200% of the target award amount, and the Company assesses the probability of achieving these performance goals on a quarterly basis. The fair values of the service-based and performance-based restricted stock units were determined based on the closing price of the Company’s Class A common stock on the date of grant.

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The following table summarizes restricted stock unit activity during the thirty-nine weeks ended September 29, 2022:


	Restricted Stock Units
	Service-based	Performance-based	Total Restricted Stock Units
Unvested at December 31, 2021	214,778	—	214,778
Granted	255,578	36,566	292,144
Vested	(54,153)	—	(54,153)
Forfeited	(21,495)	—	(21,495)
Unvested at September 29, 2022	394,708	36,566	431,274

Restricted Stock Awards

The following table summarizes restricted stock award activity during the thirty-nine weeks ended September 29, 2022:


	Restricted Stock Awards
	Service-based	Performance-based	Total Stock Return (TSR)	Total Restricted Stock Awards
Unvested at December 31, 2021	144,725	160,315	104,456	409,496
Vested	(24,656)	—	—	(24,656)
Forfeited	(16,195)	(25,997)	(16,939)	(59,131)
Unvested at September 29, 2022	103,874	134,318	87,517	325,709

7. Earnings Per Share

Net Income per Common Share

The Company calculates basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding adjusted for the dilutive effect of share-based awards.

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


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
in thousands, except per share data	September 29, 2022		September 30, 2021		September 29, 2022		September 30, 2021
Net income	$	76,175	$	74,645	$	228,958	$	233,357
Basic weighted average shares outstanding	105,754		104,899		105,565		104,506
Dilutive effect of share-based awards	1,716		2,587		1,879		2,795
Diluted weighted average shares outstanding	107,470		107,486		107,444		107,301
Basic earnings per share	$	0.72	$	0.71	$	2.17	$	2.23
Diluted earnings per share	$	0.71	$	0.69	$	2.13	$	2.17

The following potentially dilutive securities were excluded from the computation of diluted earnings per share as a result of their anti-dilutive effect:


	Thirteen Weeks Ended		Thirty-nine Weeks Ended
in thousands	September 29, 2022	September 30, 2021	September 29, 2022	September 30, 2021
Stock options	71	66	70	66
Restricted stock	12	—	—	—
Restricted stock units	301	—	229	—

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8. Fair Value Measurements

As of September 29, 2022 and December 30, 2021, the Company had certain financial assets and liabilities on its Condensed Consolidated Balance Sheets that were required to be measured at fair value on a recurring or non-recurring basis. The estimated fair values of financial assets and liabilities such as cash and cash equivalents, receivables, prepaid expenses and other current assets, other assets, accounts payable, and accrued expenses and other current liabilities approximate their respective carrying values as reported within the Condensed Consolidated Balance Sheets. See Note 3, “Debt” for discussion of the fair value of the Company’s debt.

Contingent Earn-out Liabilities

As of September 29, 2022, contingent earn-out liabilities, primarily related to the Spartan Surfaces, Inc. acquisition that was completed during the second quarter of fiscal 2021, had an estimated fair value of $9.5 million (classified as level 3 within the fair value hierarchy), of which $4.3 million is included in other liabilities and $5.2 million is included in accrued expenses and other current liabilities within the Condensed Consolidated Balance Sheets. The table below summarizes changes in contingent earn-out liabilities during the thirty-nine weeks ended September 29, 2022.


in thousands	Contingent Earn-out Liabilities
Balance at December 30, 2021	$	10,231
Acquisition (1)	280
Fair value adjustments	1,530
Payments	(2,571)
Balance at September 29, 2022	$	9,470

(1) During the thirty-nine weeks ended September 29, 2022, the Company acquired two small commercial flooring sales distributors and their customer lists for total consideration of $1.3 million, including $1.1 million of cash and $0.3 million of contingent earn-out consideration. The acquisitions were accounted for in accordance with ASC 805, Business Combinations. The fair values of the customer lists and contingent earn-out consideration related to these acquisitions were immaterial.

The $1.5 million net increase in the fair value of contingent earn-out liabilities during the thirty-nine weeks ended September 29, 2022 was recognized in general and administrative expense within the Condensed Consolidated Statements of Operations and Comprehensive Income.

Interest Rate Cap Contracts

Changes in interest rates impact the Company’s results of operations. In an effort to manage exposure to this risk, the Company enters into derivative contracts and may adjust its derivative portfolio as market conditions change.

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

The Company’s outstanding interest rate cap contracts were valued primarily using level 2 inputs based on data readily observable in public markets. The Company's interest rate cap contracts were negotiated with counterparties without going through a public exchange. Accordingly, the Company's fair value assessments for these derivative contracts gave consideration to the risk of counterparty default (as well as the Company's own credit risk). As of September 29, 2022 and December 30, 2021, the total fair value of the Company's interest rate cap contracts was approximately $5.8 million and $0.5 million, respectively, which are presented as a component of accumulated other comprehensive income within stockholders’ equity on the Condensed Consolidated Balance Sheets net of tax of $1.4 million and less than $0.1 million, respectively.

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

The following discussion and analysis of the financial condition and results of our operations should be read together with the financial statements and related notes of Floor & Decor Holdings, Inc. and Subsidiaries included in Item 1 of this quarterly report on Form 10-Q (this “Quarterly Report”) and with our audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 (the “Annual Report”). As used in this Quarterly Report, except where the context otherwise requires or where otherwise indicated, the terms “Floor & Decor,” “Company,” “we,” “our” or “us” refer to Floor & Decor Holdings, Inc. and its subsidiaries.

Forward-Looking Statements

The discussion in this Quarterly Report, including under this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and Item 1A, “Risk Factors” of Part II, contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding the Company’s future operating results and financial position, expectations related to our acquisition of Spartan Surfaces, Inc. (“Spartan”), business strategy and plans, objectives of management for future operations, and the impact of the coronavirus (COVID-19) pandemic, are forward-looking statements. These statements are based on our current expectations, assumptions, estimates and projections. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions regarding the Company’s business, the economy and other future conditions, including the impact of natural disasters on sales. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “budget,” “potential” or “continue” or the negative of these terms or other similar expressions.

The forward-looking statements contained in this Quarterly Report are only predictions. Although we believe that the expectations reflected in the forward-looking statements in this Quarterly Report are reasonable, we cannot guarantee future events, results, performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements in this Quarterly Report, including, without limitation, those factors described in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and Item 1A, “Risk Factors” of Part II. Some of the key factors that could cause actual results to differ from our expectations include the following:

•an overall decline in the health of the economy, the hard surface flooring industry, consumer confidence and spending and the housing market, including as a result of rising inflation or interest rates or the COVID-19 pandemic;

•an economic recession or depression;

•global inflationary pressures on raw materials, energy, commodity, transportation, and other costs could cause our vendors to seek further price increases on the products we sell;

•any disruption in our supply chain, including carrier capacity constraints, port congestion, higher shipping, rail, and trucking prices and other supply chain costs or product shortages;

•our failure to successfully anticipate consumer preferences and demand;

•our inability to pass along cost increases at rates consumers are willing to pay, or reduced demand due to pricing increases;

•our inability to manage our growth;

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

•our inability to find available locations for our stores on terms acceptable to us;

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

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

•our inability to find, train and retain key personnel;

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

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

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

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

•geopolitical risks, such as the recent military conflict in Ukraine, that impact our ability to import from foreign suppliers or raise our costs;

•if the use of “cookie” tracking technologies is further restricted, the amount of internet user information we collect would decrease, which could require additional marketing efforts and harm our business and operating results;

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

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

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

•competition from other stores and internet-based competition;

•impact of acquired companies, including Spartan;

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

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

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

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

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this Quarterly Report speak only as of the date hereof. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. If a change to the events and circumstances reflected in our forward-looking statements occurs, our business, financial condition, and operating results may vary materially from those expressed in our forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

Overview

Founded in 2000, Floor & Decor is a high-growth, differentiated, multi-channel specialty retailer of hard surface flooring and related accessories with 178 warehouse-format stores and five small-format standalone design studios across 35 states as of September 29, 2022. We believe that we offer the industry’s broadest assortment of tile, wood, laminate, vinyl, and natural stone flooring along with decorative and installation accessories and adjacent categories at everyday low prices, positioning us as the one-stop destination for our customers’ entire hard surface flooring needs. We appeal to a variety of customers, including professional installers and commercial businesses (“Pro”), Do it Yourself customers (“DIY”), and customers who buy the products for professional installation (“Buy it Yourself” or “BIY”).

We operate on a 52- or 53-week fiscal year ending the Thursday on or preceding December 31. The following discussion contains references to the first thirty-nine weeks of fiscal 2022 and fiscal 2021, which ended on September 29, 2022 and September 30, 2021, respectively.

During the thirty-nine weeks ended September 29, 2022, we continued to make long-term key strategic investments, including:

•completing the relocation of our previous distribution center near Houston, Texas to a larger distribution center in the Houston area;

•opening 19 new warehouse-format stores and three design studios and closing one warehouse-format store, ending the quarter with 178 warehouse-format stores and five design studios;

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

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

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

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

COVID-19 Update

As the COVID-19 pandemic continues into fiscal 2022, we remain focused on five priorities while navigating through this period of volatility and uncertainty:

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

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

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

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

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

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

We have also assessed and continue to implement supply chain continuity plans. While sales have remained strong as we continue to maintain a broad assortment of in-stock inventory, labor shortages and supply chain congestion and disruptions continue to cause logistical challenges for us and the entire hard surface flooring industry. In addition, we have seen significant cost increases, primarily in our supply chain, due to the global supply chain congestion and disruptions which we believe we can at least partially pass along to customers. In particular, there continues to be significant congestion at ports of entry to the United States, primarily at the ports of Los Angeles, Houston, and Savannah, which is increasing the time and cost to ship goods to our distribution centers and stores and has resulted in a decrease in our in-stock levels for certain products. We remain focused on providing exceptional value to our customers through our broad assortment and “everyday low price” strategy. We believe that our strong relationships with our suppliers and transportation partners have been instrumental in helping us to navigate this difficult supply chain environment; however, the potential significance and duration of these supply chain disruptions is uncertain, and future capacity shortages or cost increases could have an adverse impact upon our business.

There remains substantial uncertainty regarding the potential duration and severity of the COVID-19 pandemic, including how public health restrictions imposed to slow the spread of the virus may evolve. There may also be future “waves” or new variants of COVID-19 infections despite vaccines and other measures implemented to mitigate its spread. Although our stores are currently open to the public, we may face future closure requirements and other operational restrictions at some or all of our physical locations for prolonged periods of time if federal, state, and local authorities impose new and potentially more stringent restrictions such as shelter-in-place orders. We also may face store closures due to staffing challenges, including if store and distribution center associates are in quarantine due to the COVID-19 pandemic. In addition, changes in consumer behavior due to financial, health, or other concerns may continue even after the COVID-19 pandemic and may reduce consumer demand for our products. Further, some of the countries from which we source inventory and other necessary supplies are not vaccinating their populations as quickly or effectively as the U.S., which could further constrain our ability to obtain inventory and other necessary supplies. As a result of these and other uncertainties, the full financial impact of the pandemic cannot be reasonably estimated at this time.

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Key Performance Indicators

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

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

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Results of Operations

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Update” and Item 1A., “Risk Factors” for information about the potential impacts that the COVID-19 pandemic and other risks, such as global supply chain disruptions, inflation, and geopolitical instability, including from the military conflict in Ukraine, may have on our results of operations and overall financial performance for future periods.

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


	Thirteen Weeks Ended
	September 29, 2022				September 30, 2021
	Actual		% of Sales		Actual		% of Sales		$ Increase/(Decrease)		% Increase/(Decrease)
Net sales	$	1,097,824	100.0	%	$	876,553	100.0	%	$	221.3	25.2	%
Cost of sales	650,349		59.2		511,245		58.3		139.1		27.2
Gross profit	447,475		40.8		365,308		41.7		82.2		22.5
Operating expenses:
Selling and store operating	280,735		25.6		218,690		24.9		62.0		28.4
General and administrative	54,697		5.0		52,488		6.0		2.2		4.2
Pre-opening	10,386		0.9		10,733		1.2		(0.3)		(3.2)
Total operating expenses	345,818		31.5		281,911		32.2		63.9		22.7
Operating income	101,657		9.3		83,397		9.5		18.3		21.9
Interest expense, net	3,032		0.3		1,124		0.1		1.9		169.8
Income before income taxes	98,625		9.0		82,273		9.4		16.4		19.9
Provision for income taxes	22,450		2.0		7,628		0.9		14.8		194.3
Net income	$	76,175	6.9	%	$	74,645	8.5	%	$	1.5	2.0	%


	Thirty-nine Weeks Ended
	September 29, 2022				September 30, 2021
	Actual		% of Sales		Actual		% of Sales		$ Increase/(Decrease)		% Increase/(Decrease)
Net sales	$	3,216,404	100.0	%	$	2,519,198	100.0	%	$	697.2	27.7	%
Cost of sales	1,924,589		59.8		1,451,519		57.6		473.1		32.6
Gross profit	1,291,815		40.2		1,067,679		42.4		224.1		21.0
Operating expenses:
Selling and store operating	798,437		24.8		613,708		24.4		184.7		30.1
General and administrative	162,449		5.1		149,348		5.9		13.1		8.8
Pre-opening	28,890		0.9		26,720		1.1		2.2		8.1
Total operating expenses	989,776		30.8		789,776		31.4		200.0		25.3
Operating income	302,039		9.4		277,903		11.0		24.1		8.7
Interest expense, net	5,866		0.2		3,805		0.2		2.1		54.2
Income before income taxes	296,173		9.2		274,098		10.9		22.1		8.1
Provision for income taxes	67,215		2.1		40,741		1.6		26.5		65.0
Net income	$	228,958	7.1	%	$	233,357	9.3	%	$	(4.4)	(1.9)	%

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Selected Financial Information


	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2022			September 30, 2021			September 29, 2022			September 30, 2021
Comparable store sales (% change)	11.6		%	10.9		%	11.6		%	33.1		%
Comparable average ticket (% change)	19.5		%	8.3		%	18.0		%	4.7		%
Comparable customer transactions (% change)	(6.7)		%	2.4		%	(5.4)		%	27.1		%
Number of warehouse-format stores	178			153			178			153
Adjusted EBITDA (in thousands) (1)	$	147,909		$	120,242		$	433,983		$	384,341
Adjusted EBITDA margin	13.5		%	13.7		%	13.5		%	15.3		%

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

Net Sales

Net sales during the thirteen weeks ended September 29, 2022 increased $221.3 million, or 25.2%, compared to the corresponding prior year period primarily due to an increase in comparable store sales of 11.6% and sales from the net 25 new warehouse-format stores and three new design studios that we opened since September 30, 2021. The comparable store sales increase during the period of 11.6%, or $97.6 million, was driven by a 19.5% increase in comparable average ticket, partially offset by a 6.7% decrease in comparable customer transactions. Among our seven product categories, five experienced comparable store sales increases during the period, including laminate / luxury vinyl plank, tile, decorative accessories / wall tile, installation materials and tools, and adjacent categories. Non-comparable store sales were $123.7 million during the same period driven by new stores opened after September 30, 2021 and revenue from our Spartan subsidiary, which was acquired in the second quarter of fiscal 2021.

Net sales during the thirty-nine weeks ended September 29, 2022 increased $697.2 million, or 27.7%, compared the corresponding prior year period due to an increase in comparable store sales of 11.6% and sales from the net 25 new warehouse-format stores and three new design studios that we opened since September 30, 2021. The comparable store sales increase during the period of 11.6%, or $296.4 million, was driven by an 18.0% increase in comparable average ticket, partially offset by a 5.4% decrease in comparable customer transactions. Among our seven product categories, five experienced comparable store sales increases during the period, including laminate / luxury vinyl plank, tile, decorative accessories / wall tile, installation materials and tools, and adjacent categories. Non-comparable store sales were $400.8 million during the same period driven by new stores opened after September 30, 2021 and revenue from our Spartan subsidiary.

We believe the decrease in comparable customer transactions for the three and nine months ended September 29, 2022 is partly driven by an unfavorable comparison to our strong fiscal 2021 results, macroeconomic demand slowing in fiscal 2022 as interest and mortgage rates increase and existing home sales have declined every month this year compared to the same month last year, and a shift in consumer spending toward travel and services. We have more than offset the decrease in comparable customer transactions with a higher average ticket due to focusing on driving higher sales through our ecommerce, pro, and design initiatives, which all carry a higher average ticket, as well as raising our retail prices due to higher supply chain and product costs. We also believe that our business model, with its focus on substantial amounts of trend-right, in-stock inventory, is also contributing to the sales increase.

Gross Profit and Gross Margin

Gross profit during the thirteen weeks ended September 29, 2022 increased $82.2 million, or 22.5%, compared to the corresponding prior year period. The increase in gross profit was driven by the 25.2% increase in net sales, partially offset by a decline in gross margin to 40.8%, down approximately 90 basis points from 41.7% in the same period a year ago due to higher supply chain costs.

Gross profit during the thirty-nine weeks ended September 29, 2022 increased $224.1 million, or 21.0%, compared to the corresponding prior year period. The increase in gross profit was driven by the 27.7% increase in net sales, partially offset by a decline in gross margin to 40.2%, down approximately 220 basis points from 42.4% in the same period a year ago due to higher supply chain costs.

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Selling and Store Operating Expenses

Selling and store operating expenses during the thirteen weeks ended September 29, 2022 increased $62.0 million, or 28.4%, compared to the thirteen weeks ended September 30, 2021. The increase was primarily attributable to the new stores that opened since September 30, 2021 as well as additional staffing to satisfy sales growth. As a percentage of net sales, selling and store operating expenses increased approximately 70 basis points to 25.6% from 24.9% in the corresponding prior year period due to new stores. The increase in selling and store operating expenses as a percentage of net sales during the thirteen weeks ended September 29, 2022 was primarily driven by higher transaction processing fees, depreciation expense, and wage rates, partially offset by leverage of our rent costs on higher net sales. Comparable store selling and store operating expenses as a percentage of comparable store sales decreased by approximately 10 basis points compared with the prior year quarter primarily driven by leverage of our rent costs on higher net sales, partially offset by higher transaction processing, advertising, and depreciation expenses.

Selling and store operating expenses during the thirty-nine weeks ended September 29, 2022 increased $184.7 million, or 30.1%, compared to the thirty-nine weeks ended September 30, 2021. The increase was primarily attributable to the new stores that opened since September 30, 2021. As a percentage of net sales, selling and store operating expenses increased approximately 40 basis points to 24.8% from 24.4% in the corresponding prior year period due to new stores. The increase in selling and store operating expenses as a percentage of net sales during the thirty-nine weeks ended September 29, 2022 was primarily driven by increased staffing and wages to support sales growth, higher depreciation expense, and higher transaction processing fees, partially offset by leverage of our rent costs on higher net sales. Comparable store selling and store operating expenses as a percentage of comparable store sales decreased by approximately 30 basis points compared to the prior year period primarily driven by leverage of our rent costs on higher net sales, partially offset by increased staffing and wages to support sales growth, higher transaction processing fees, and higher depreciation expense.

General and Administrative Expenses

General and administrative expenses increased $2.2 million, or 4.2%, during the thirteen weeks ended September 29, 2022 compared to the corresponding prior year period due to costs to support store growth, including increased store support staff, higher depreciation related to technology and other store support center investments, and operating expenses related to our Spartan subsidiary. General and administrative expenses as a percentage of net sales decreased approximately 100 basis points to 5.0% from 6.0% in the prior year quarter.

General and administrative expenses increased $13.1 million, or 8.8%, during the thirty-nine weeks ended September 29, 2022 compared to the corresponding prior year period due to costs to support store growth, including increased store support staff, higher depreciation related to technology and other store support center investments, and operating expenses related to our Spartan subsidiary. General and administrative expenses as a percentage of net sales decreased approximately 80 basis points to 5.1% from 5.9% in the corresponding prior year period.

The decreases in general and administrative expenses as a percentage of net sales during the thirteen and thirty-nine weeks ended September 29, 2022 were primarily driven by lower accruals for employee incentive compensation and sales growing faster than increases in store support staffing, occupancy, and other general operating costs.

Pre-Opening Expenses

Pre-opening expenses decreased $0.3 million, or 3.2% during the thirteen weeks ended September 29, 2022 compared to the corresponding prior year period. The decrease in pre-opening expenses during the thirteen weeks ended September 29, 2022 was primarily driven by the timing of new store openings compared to the same quarter a year ago.

Pre-opening expenses during the thirty-nine weeks ended September 29, 2022 increased $2.2 million, or 8.1%, compared to the corresponding prior year period. The increase in pre-opening expenses during the thirty-nine weeks ended September 29, 2022 was primarily the result of an increase in the number of stores that we either opened or were preparing for opening compared to the thirty-nine weeks ended September 30, 2021.

Interest Expense

Net interest expense during the thirteen weeks ended September 29, 2022 increased $1.9 million, or 169.8%, compared to the thirteen weeks ended September 30, 2021. Net interest expense during the thirty-nine weeks ended September 29, 2022 increased $2.1 million, or 54.2%, compared to the thirty-nine weeks ended September 30, 2021. The increases in interest expense for the thirteen and thirty-nine weeks ended September 29, 2022 were primarily due to an increase in Asset-based Loan Facility (“ABL”) borrowings and interest rate increases on outstanding debt, partially offset by increases in interest capitalized and interest income from our interest cap derivative contracts.

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Income Taxes

The provision for income taxes was $22.5 million during the thirteen weeks ended September 29, 2022 compared to $7.6 million during the thirteen weeks ended September 30, 2021. The effective tax rate was 22.8% for the thirteen weeks ended September 29, 2022 compared to 9.3% in the prior year quarter.

The provision for income taxes was $67.2 million during the thirty-nine weeks ended September 29, 2022 compared to $40.7 million during the thirty-nine weeks ended September 30, 2021. The effective tax rate was 22.7% for the thirty-nine weeks ended September 29, 2022 compared to 14.9% during the thirty-nine weeks ended September 30, 2021.

The increases in the effective tax rates during the thirteen and thirty-nine weeks ended September 29, 2022 were primarily due to year-over-year decreases in excess tax benefits related to stock option exercises and the vesting of restricted stock and restricted stock units.

Non-GAAP Financial Measures

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

EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by or presented in accordance with GAAP. We define EBITDA as net income before interest, (gain) loss on early extinguishment of debt, taxes, depreciation and amortization. We define Adjusted EBITDA as net income before interest, (gain) loss on early extinguishment of debt, taxes, depreciation and amortization adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. See below for a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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

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


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
in thousands	September 29, 2022		September 30, 2021		September 29, 2022		September 30, 2021
Net income	$	76,175	$	74,645	$	228,958	$	233,357
Depreciation and amortization (a)	39,600		30,348		111,237		83,245
Interest expense, net	3,032		1,124		5,866		3,805
Income tax expense	22,450		7,628		67,215		40,741
EBITDA	141,257		113,745		413,276		361,148
Stock-based compensation expense (b)	6,360		5,282		17,229		15,335
Acquisition and integration expense (c)	—		120		—		3,286
Tariff refund adjustments (d)	—		—		—		1,728
COVID-19 costs (e)	—		286		—		910
Other (f)	292		809		3,478		1,934
Adjusted EBITDA	$	147,909	$	120,242	$	433,983	$	384,341

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

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

(c)Represents third-party transaction, legal, and consulting costs directly related to the acquisition of Spartan that was completed in fiscal 2021.

(d)Represents a reduction in the non-interest portion of estimated tariff refund receivables during the thirty-nine weeks ended September 30, 2021. Interest income for tariff refunds is included within interest expense, net in the table above.

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

(f)Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the thirteen and thirty-nine weeks ended September 29, 2022 primarily relate to expenses for our Houston distribution center relocation that was completed during the first half of fiscal 2022 and changes in the fair value of contingent earn-out liabilities. Amounts for the thirteen and thirty-nine weeks ended September 30, 2021 primarily relate to relocation expenses for our Houston distribution center and changes in the fair value of the contingent earn-out liability associated with the Spartan acquisition.

Liquidity and Capital Resources

Liquidity is provided primarily by our cash flows from operations and our $800.0 million ABL Facility. Unrestricted liquidity based on our September 29, 2022 financial data was $601.8 million, consisting of $7.7 million in cash and cash equivalents and $594.1 million immediately available for borrowing under the ABL Facility without violating any covenants thereunder. Our liquidity is not generally seasonal, and our uses of cash are primarily tied to when we open stores and make other capital expenditures.

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

The most significant components of our operating assets and liabilities are merchandise inventories and accounts payable, and, to a lesser extent, accounts receivable, prepaid expenses and other assets, other current and non-current liabilities, and tax payables and receivables. Merchandise inventory is considered “in-transit” or “available for sale” based on whether we have physically received the products at an individual store location or in one of our four distribution centers. In-transit inventory generally varies due to contractual terms, country of origin, transit times, international holidays, weather patterns, and other factors.

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Impact of the COVID-19 Pandemic on Liquidity

While our primary sources of funds for business activities are typically cash flows from operations and our existing credit facilities, the full potential impact of the pandemic on our sources of funds and liquidity cannot be reasonably estimated at this time due to uncertainty regarding the potential severity and duration of the pandemic and its future effect on our business. For additional discussion of the impact of the COVID-19 pandemic on our business, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Update.”

We continue to monitor the impact of the COVID-19 pandemic on our business and may, as necessary, reduce expenditures, borrow additional amounts under our Term Loan Facility and ABL Facility, or pursue other sources of capital that may include other forms of external financing in order to increase our cash position and preserve financial flexibility. The pandemic may continue to drive volatility and uncertainty in financial and credit markets. Our continued access to external sources of liquidity depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. If the impacts of the pandemic continue to create severe disruptions or turmoil in the financial markets, or if rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt or other sources of external liquidity. We expect that cash generated from operations together with cash on hand, the availability of borrowings under our credit facilities, and if necessary, additional funding through other forms of external financing, will be sufficient to meet liquidity requirements, anticipated capital expenditures, and payments due under our credit facilities for the next twelve months and the foreseeable future.

The exact scope of our capital plans is evolving and will ultimately depend on a variety of factors, including the impact of the COVID-19 pandemic on our business. Total capital expenditures in fiscal 2022 are planned to be between approximately $445 million to $465 million and will be funded primarily by cash generated from operations and borrowings under the ABL Facility. Our capital needs may change in the future due to changes in our business, including in response to the COVID-19 pandemic, or new opportunities that we choose to pursue. We currently expect the following for capital expenditures in fiscal 2022 (projected amounts are based on the gross costs that we expect to accrue for these investments on the Condensed Consolidated Balance Sheets in fiscal 2022, which may include amounts incurred but not yet settled in cash during the period):

•invest approximately $338 million to $350 million to open 32 warehouse-format stores and four small-format design studios, relocate stores, and begin construction on stores opening in fiscal 2023;

•invest approximately $75 million to $80 million in existing store remodeling projects and our distribution centers; and

•invest approximately $32 million to $35 million in information technology infrastructure, e-commerce, and other store support center initiatives.

Cash Flow Analysis

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


	Thirty-nine Weeks Ended
in thousands	September 29, 2022		September 30, 2021
Net cash provided by operating activities	$	7,325	$	364,892
Net cash used in investing activities	(319,173)		(341,255)
Net cash provided by (used in) financing activities	180,091		(1,324)
Net (decrease) increase in cash and cash equivalents	$	(131,757)	$	22,313

Net Cash Provided by Operating Activities

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

Net cash provided by operating activities was $7.3 million for the thirty-nine weeks ended September 29, 2022 compared to $364.9 million for the thirty-nine weeks ended September 30, 2021. The decrease in net cash provided by operating activities was primarily the result of a net increase in inventory and other working capital items to support our operations.

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Net Cash Used in Investing Activities

Investing activities typically consist primarily of capital expenditures for new store openings, existing store remodels (including leasehold improvements, new racking, new fixtures, new product and display vignettes, and enhanced design studios) and new infrastructure and information systems. Cash payments to acquire businesses are also included in investing activities.

Net cash used in investing activities during the thirty-nine weeks ended September 29, 2022 and September 30, 2021 was $319.2 million and $341.3 million, respectively. The decrease in cash used in investing activities was primarily driven by a $62.4 million decrease in cash paid for acquisitions and $4.8 million in proceeds from the sale of a parcel of land, partially offset by a $45.1 million increase in capital expenditures. The year-over-year growth in capital expenditures was primarily driven by (i) an increase in new stores that opened or were under construction, as we generally incur significant capital expenditures for new stores a few to several months in advance of opening, (ii) payment of construction costs related to the Houston distribution center relocation, and (iii) an increase in existing store remodels.

Net Cash Provided by (Used in) Financing Activities

Financing activities consist primarily of borrowings and related repayments under our credit agreements, proceeds from the exercise of stock options and our employee share purchase program, and payments of contingent earn-out consideration related to the Spartan acquisition.

Net cash provided by financing activities was $180.1 million for the thirty-nine weeks ended September 29, 2022 compared to net cash used in financing activities of $1.3 million for the thirty-nine weeks ended September 30, 2021. The increase in cash provided by financing activities was primarily driven by ABL borrowings during the thirty-nine weeks ended September 29, 2022.

Our Credit Facilities

As of September 29, 2022, total Term Loan Facility debt was $205.0 million and total borrowings under our ABL Facility was $176.4 million. For details regarding our Term Loan Facility and ABL Facility, including applicable covenants, please refer to Note 3, “Debt.”

Credit Ratings

Our credit ratings are periodically reviewed by rating agencies. In September 2022, Standard & Poor's raised the Company’s issuer credit rating to BB from BB- with a stable outlook. Moody’s issuer credit rating of Ba3 and positive outlook for the Company remain unchanged. These ratings and our current credit condition affect, among other things, our ability to access new capital. Negative changes to these ratings may result in more stringent covenants and higher interest rates under the terms of any new debt. Our credit ratings could be lowered or rating agencies could issue adverse commentaries in the future, which could have a material adverse effect on our business, financial condition, results of operations, and liquidity. In particular, a weakening of our financial condition, including an increase in our leverage or decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary funds, result in a credit rating downgrade or change in outlook, or otherwise increase our cost of borrowing.

Recent Developments

On August 4, 2022, we amended the ABL Facility to, among other things, increase the Company’s revolving commitments to a total aggregate principal amount of $800 million and extend the stated maturity date of the ABL Facility to August 4, 2027. Refer to Note 3, “Debt” for additional details.

U.S. Tariffs and Global Economy

The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. In particular, the ongoing trade dispute between the U.S. and China has resulted in the U.S. imposing tariffs of 25% on many products from China. While exclusions from tariffs were granted for certain products from China, nearly all of these exclusions have expired. In fiscal 2021, approximately 30% of the products we sold were produced in China. As we continue to manage the impact these tariffs may have on our business, we continue taking steps to mitigate some of these cost increases through negotiating lower costs from our vendors, increasing retail pricing as we deem appropriate, and sourcing from alternative countries. While our efforts have mitigated a substantial portion of the overall effect of increased tariffs, the enacted tariffs have increased our inventory costs and associated cost of sales for the remaining products still sourced from China.

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Tariff Refunds

In November 2019, the U.S. Trade Representative (“USTR”) made a ruling to retroactively exclude certain flooring products imported from China from the Section 301 tariffs that were implemented at 10% beginning in September 2018 and increased to 25% in June 2019. The granted exclusions apply to certain “click” vinyl and engineered products that we have sold and continue to sell. As these exclusions were granted retroactively, we are entitled to a refund from U.S. Customs for the applicable Section 301 tariffs previously paid on these goods. Tariff refund claims are subject to the approval of U.S. Customs, and the Company currently expects to recover $22.0 million, including interest, related to these Section 301 tariff payments. Of the expected refunds, $15.7 million has been received as of September 29, 2022.

Critical Accounting Policies and Estimates

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of the Annual Report. While our exposure to market risk has not changed materially since December 30, 2021, uncertainty with respect to the economic effects of the COVID-19 pandemic and geopolitical instability, including from the military conflict in Ukraine, have introduced significant volatility in the financial markets, including interest rates and foreign currency exchange rates. The COVID-19 pandemic is expected to have a continued adverse impact on market conditions and may trigger a period of global economic slowdown for an unknown duration. See further discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our Credit Facilities, which carry variable interest rates. As of September 29, 2022, our Term Loan Facility and ABL Facility, which have variable interest rates, had remaining principal balances of $205.0 million and $176.4 million, respectively. A 1.0% increase in the effective interest rate for these debt instruments would cause an increase in interest expense of approximately $3.8 million over the next twelve months, excluding the impact of interest rate cap agreements. To lessen our exposure to changes in interest rate risk, we entered into two $75.0 million interest rate cap agreements in May 2021. The contracts effectively capped our Term Loan Facility LIBOR at 1.75% beginning in May 2021 and are effective through April 2024. The U.S. Federal Reserve began raising interest rates in fiscal 2022 and has signaled an intent to raise interest rates further. As a result, these agreements have begun to partially offset increases in interest expense on our variable rate debt as rates have increased to a level above the specified 1.75% LIBOR cap.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in reports filed or submitted under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management, including the chief executive officer and the chief financial officer, have reviewed the effectiveness of the Company’s disclosure controls and procedures as of September 29, 2022 and, based on their evaluation, have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. The condensed consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the fiscal quarter ended September 29, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report filed with the SEC on February 24, 2022, which could materially affect our business, financial condition, and/or operating results.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit No.						Exhibit Description
3.1						Amended & Restated Certificate of Incorporation of Floor & Decor Holdings, Inc. (1)
3.2						Second Amended and Restated Bylaws of Floor & Decor Holdings, Inc. (2)
10.1						Amendment No. 2 to Amended and Restated Credit Agreement and Amendment No. 2 to Amended and Restated Security Agreement, dated as of August 4, 2022, by and among Floor and Decor Outlets of America, Inc., FDO Acquisition Corp., FD Sales Company LLC, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and Swing Line Lender. (3)
10.2						Addendum to Employment Agreement, dated August 3, 2022, between Floor & Decor Holdings, Inc., Floor and Decor Outlets of America, Inc. and Trevor S. Lang (3)
31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(1) Filed as an exhibit to the Registrant’s Form 10-Q filed with the SEC on August 5, 2021, and incorporated herein by reference.

(2) Filed as an exhibit to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-216000) filed with the SEC on April 24, 2017, and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on August 4, 2022, and incorporated herein by reference.

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SIGNATURES

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


	FLOOR & DECOR HOLDINGS, INC.

Dated: November 3, 2022	By:	/s/ Thomas V. Taylor
		Thomas V. Taylor
		Chief Executive Officer
		(Principal Executive Officer)

Dated: November 3, 2022	By:	/s/ Luke T. Olson
		Luke T. Olson
		Vice President, Chief Accounting Officer
		(Principal Accounting Officer)