FLOOR & DECOR HOLDINGS, INC., S-1 filed on 11/13/2017
Securities Registration Statement
Document and Entity Information
9 Months Ended
Sep. 28, 2017
Document and Entity Information
 
Entity Registrant Name
Floor & Decor Holdings, Inc. 
Entity Central Index Key
0001507079 
Document Type
S-1 
Document Period End Date
Sep. 28, 2017 
Amendment Flag
false 
Entity Filer Category
Non-accelerated Filer 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Sep. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Dec. 26, 2013
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
$ 567 
$ 451 
$ 349 
$ 318 
$ 279 
$ 175 
Income taxes receivable
3,980 
 
2,484 
 
 
Receivables, net
48,615 
34,533 
 
23,740 
 
 
Inventories, net
395,620 
293,702 
 
272,569 
 
 
Prepaid expenses and other current assets
7,525 
7,529 
 
6,079 
 
 
Total current assets
456,307 
336,215 
 
305,190 
 
 
Fixed assets, net
200,400 
150,471 
 
102,983 
 
 
Intangible assets, net
109,370 
109,394 
 
109,426 
 
 
Goodwill
227,447 
227,447 
 
227,447 
 
 
Other assets
7,407 
7,639 
 
3,842 
 
 
Total long-term assets
544,624 
494,951 
 
443,698 
 
 
Total assets
1,000,931 
831,166 
 
748,888 
 
 
Current liabilities:
 
 
 
 
 
 
Current portion of term loans
3,500 
3,500 
 
1,267 
 
 
Trade accounts payable
249,246 
158,466 
 
147,321 
 
 
Accrued expenses
65,878 
61,505 
 
35,841 
 
 
Income taxes payable
5,787 
 
 
 
Deferred revenue
25,600 
14,456 
 
12,145 
 
 
Total current liabilities
344,224 
243,714 
 
196,574 
 
 
Term loans
145,819 
337,243 
 
83,423 
 
 
Revolving line of credit
38,100 
50,000 
 
92,900 
 
 
Deferred rent
22,022 
16,750 
 
13,074 
 
 
Deferred income tax liabilities, net
37,300 
28,265 
 
33,724 
 
 
Tenant improvement allowances
24,619 
20,319 
 
16,346 
 
 
Other liabilities
676 
592 
 
482 
 
 
Total long-term liabilities
268,536 
453,169 
 
239,949 
 
 
Total liabilities
612,760 
696,883 
 
436,523 
 
 
Capital stock:
 
 
 
 
 
 
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 28, 2017, December 29, 2016 and December31, 2015
 
 
 
Additional paid-in capital
317,213 
117,270 
 
264,288 
 
 
Accumulated other comprehensive income (loss), net
(711)
176 
 
(100)
 
 
Retained earnings
71,574 
16,754 
 
48,094 
 
 
Total stockholders' equity
388,171 
134,283 
 
312,365 
282,236 
264,132 
Total liabilities and stockholders' equity
1,000,931 
831,166 
 
748,888 
 
 
Class A Common Stock
 
 
 
 
 
 
Capital stock:
 
 
 
 
 
 
Common Stock
95 
77 
 
77 
 
 
Class B Common Stock
 
 
 
 
 
 
Capital stock:
 
 
 
 
 
 
Common Stock
 
 
 
Class C Common Stock
 
 
 
 
 
 
Capital stock:
 
 
 
 
 
 
Common Stock
$ 0 
$ 6 
 
$ 6 
 
 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 28, 2017
May 2, 2017
Dec. 29, 2016
Dec. 31, 2015
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Preferred stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
10,000,000 
 
10,000,000 
10,000,000 
Preferred stock, shares issued
 
Preferred stock, shares outstanding
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
 
$ 0.001 
 
 
Class A Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
450,000,000 
 
450,000,000 
450,000,000 
Common stock, shares issued
94,685,169 
 
76,847,116 
76,847,116 
Common stock, shares outstanding
94,685,169 
 
76,847,116 
76,847,116 
Class B Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
10,000,000 
 
10,000,000 
10,000,000 
Common stock, shares issued
 
395,742 
250,602 
Common stock, shares outstanding
 
395,742 
250,602 
Class C Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
30,000,000 
 
30,000,000 
30,000,000 
Common stock, shares issued
 
6,275,489 
6,275,489 
Common stock, shares outstanding
 
6,275,489 
6,275,489 
Condensed Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Income Statement [Abstract]
 
 
 
Net sales
$ 1,050,759 
$ 784,012 
$ 584,588 
Cost of sales
621,497 
471,390 
355,051 
Gross profit
429,262 
312,622 
229,537 
Operating expenses:
 
 
 
Selling and store operating
271,876 
202,637 
146,485 
General and administrative
64,025 
49,917 
38,984 
Pre-opening
13,732 
7,380 
7,412 
Litigation settlement
10,500 
Executive severance
296 
2,975 
Total operating expenses
360,133 
260,230 
195,856 
Operating income
69,129 
52,392 
33,681 
Interest expense
12,803 
9,386 
8,949 
Loss on extinguishment of debt
1,813 
Income before income taxes
54,513 
43,006 
24,732 
Provision for income taxes
11,474 
16,199 
9,634 
Net income
$ 43,039 
$ 26,807 
$ 15,098 
Basic earnings per share
$ 0.52 
$ 0.32 
$ 0.18 
Diluted earnings per share
$ 0.49 
$ 0.31 
$ 0.18 
Unaudited basic earnings per share pro forma for dividend
$ 0.47 
 
 
Unaudited diluted earnings per share pro forma for dividend
$ 0.44 
 
 
Condensed Consolidated Statements of Income (Parenthetical)
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Income Statement [Abstract]
 
 
 
Fiscal year period
364 days 
371 days 
364 days 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
 
 
Net income
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Other comprehensive loss-change in fair value of hedge instruments, net of tax
(121)
44 
(887)
67 
276 
43 
14 
Total comprehensive income
$ 23,134 
$ 14,263 
$ 53,925 
$ 26,399 
$ 43,315 
$ 26,850 
$ 15,112 
Condensed Consolidated Statements of Comprehensive Income (Parenthetical)
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Statement of Comprehensive Income [Abstract]
 
 
 
Fiscal year period
364 days 
371 days 
364 days 
Condensed Consolidated Statements of Stockholders' Equity (USD $)
In Thousands, except Share data, unless otherwise specified
Common stock
Class A Common Stock
USD ($)
Common stock
Class B Common Stock
Common stock
Class C Common Stock
USD ($)
Additional paid-in capital
USD ($)
Accumulated other comprehensive income (loss), net
USD ($)
Retained earnings
USD ($)
Class A Common Stock
Class B Common Stock
Class C Common Stock
Total
USD ($)
Balance at Dec. 26, 2013
$ 77 
 
$ 6 
$ 258,017 
$ (157)
$ 6,189 
 
 
 
$ 264,132 
Balance (in shares) at Dec. 26, 2013
76,847,116 
9,976 
6,275,489 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
2,323 
 
 
 
 
 
2,323 
Exercise of stock options
 
 
 
658 
 
 
 
 
 
658 
Exercise of stock options (in shares)
 
201,137 
 
 
 
 
 
 
 
201,137 
Tax benefit/deficiency from employee stock options
 
 
 
11 
 
 
 
 
 
11 
Other comprehensive gain, net of tax
 
 
 
 
14 
 
 
 
 
14 
Net income
 
 
 
 
 
15,098 
 
 
 
15,098 
Balance at Dec. 25, 2014
77 
 
261,009 
(143)
21,287 
 
 
 
282,236 
Balance (in shares) at Dec. 25, 2014
76,847,116 
211,113 
6,275,489 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
3,258 
 
 
 
 
 
3,258 
Stock-based compensation expense (in shares)
 
34,340 
 
 
 
 
 
 
 
 
Exercise of stock options
 
 
 
40 
 
 
 
 
 
40 
Exercise of stock options (in shares)
 
5,149 
 
 
 
 
 
 
 
5,149 
Tax benefit/deficiency from employee stock options
 
 
 
(19)
 
 
 
 
 
(19)
Other comprehensive gain, net of tax
 
 
 
 
43 
 
 
 
 
43 
Net income
 
 
 
 
 
26,807 
 
 
 
26,807 
Balance at Dec. 31, 2015
77 
 
264,288 
(100)
48,094 
 
 
 
312,365 
Balance (in shares) at Dec. 31, 2015
76,847,116 
250,602 
6,275,489 
 
 
 
76,847,116 
250,602 
6,275,489 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
3,182 
 
47 
 
 
 
3,229 
Exercise of stock options
 
 
 
284 
 
 
 
 
 
284 
Exercise of stock options (in shares)
 
145,140 
 
 
 
 
 
 
 
145,140 
Other comprehensive gain, net of tax
 
 
 
 
276 
 
 
 
 
276 
Dividend declared
 
 
 
(150,722)
 
(74,278)
 
 
 
(225,000)
Cumulative effect from adoption of ASU No. 2016-09 (Accounting Standards Update 2016-09 [Member])
 
 
 
238 
 
(148)
 
 
 
90 
Net income
 
 
 
 
 
43,039 
 
 
 
43,039 
Balance at Dec. 29, 2016
$ 77 
 
$ 6 
$ 117,270 
$ 176 
$ 16,754 
 
 
 
$ 134,283 
Balance (in shares) at Dec. 29, 2016
76,847,116 
395,742 
6,275,489 
 
 
 
76,847,116 
395,742 
6,275,489 
 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Operating activities
 
 
 
Net income
$ 43,039 
$ 26,807 
$ 15,098 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
28,604 
19,684 
13,704 
Loss on extinguishment of debt
1,813 
Loss on asset disposals
451 
144 
148 
Amortization of tenant improvement allowances
(2,561)
(2,197)
(1,896)
Deferred income taxes
(5,536)
464 
(1,426)
Stock based compensation expense
3,229 
3,258 
2,323 
Changes in operating assets and liabilities:
 
 
 
Receivables, net
(10,793)
(7,997)
(7,761)
Inventories, net
(21,133)
(70,988)
(45,985)
Other assets
(4,817)
(2,520)
(2,069)
Trade accounts payable
11,145 
40,454 
47,780 
Accrued expenses
27,244 
4,908 
7,488 
Income taxes
8,271 
(4,805)
6,223 
Deferred revenue
2,311 
4,997 
2,023 
Deferred rent
3,870 
3,327 
2,507 
Tenant improvement allowances
4,244 
4,816 
5,660 
Other
75 
28 
(223)
Net cash provided by operating activities
89,456 
20,380 
43,594 
Investing activities
 
 
 
Purchases of fixed assets
(74,648)
(45,037)
(39,069)
Other
16 
Net cash used in investing activities
(74,648)
(45,021)
(39,069)
Financing activities
 
 
 
Borrowings on revolving line of credit
171,850 
204,300 
119,700 
Payments on revolving line of credit
(214,750)
(177,900)
(123,400)
Proceeds from term loans
362,000 
Payments on term loans
(98,334)
(1,667)
(1,467)
Prepayment penalty on term loan extinguishment
(179)
Debt issuance costs
(10,546)
(93)
(208)
Cash dividends
(225,000)
Proceeds from exercise of stock options
284 
40 
658 
Excess tax benefit from exercise of stock options
296 
Net cash used in financing activities
(14,675)
24,680 
(4,421)
Net (decrease) increase in cash and cash equivalents
133 
39 
104 
Cash and cash equivalents, beginning of the period
318 
279 
175 
Cash and cash equivalents, end of the period
451 
318 
279 
Supplemental disclosures of cash flow information
 
 
 
Cash paid for interest
6,922 
8,898 
7,903 
Cash paid for income taxes
8,929 
20,182 
4,778 
Fixed assets accrued at the end of the period
5,387 
7,002 
3,343 
Fixed assets acquired as part of lease-paid for by lessor
$ 2,290 
$ 0 
$ 0 
Condensed Consolidated Statements of Cash Flows (Parenthetical)
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Statement of Cash Flows [Abstract]
 
 
 
Fiscal year period
364 days 
371 days 
364 days 
Summary of Significant Accounting Policies
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

              Floor & Decor Holdings, Inc. (f/k/a FDO Holdings, Inc.), together with its subsidiaries (the "Company," "we," "our" or "us") is a highly differentiated, rapidly growing specialty retailer of hard surface flooring and related accessories. We offer a broad in-stock assortment of tile, wood, laminate and natural stone flooring along with decorative and installation accessories 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 the products for professional installation ("Buy it Yourself" or "BIY"). We operate within one reportable segment.

              As of September 28, 2017, the Company, through its wholly owned subsidiary, Floor and Decor Outlets of America, Inc. ("F&D"), operates 80 warehouse-format stores, which average 73,000 square feet, and one small-format standalone design center in 20 states, including Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Kentucky, Louisiana, Maryland, Nevada, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Virginia, Utah, and Wisconsin, 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. Fiscal years ended December 28, 2017 ("fiscal 2017") and December 29, 2016 ("fiscal 2016") 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 the first, second, third and fourth quarters of the fiscal year.

Basis of Presentation

              The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our 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 29, 2016 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 final prospectus, dated July 20, 2017 and filed with the Securities and Exchange Commission (the "SEC") in accordance with Rule 424(b) of the Securities Act of 1933 on July 20, 2017. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes. Unless indicated otherwise, the information in this quarterly report on Form 10-Q (the "Quarterly Report") has been adjusted to give effect to a 321.820 for one stock split of the Company's outstanding common stock, which was approved by the Company's board of directors and shareholders on April 13, 2017. 321.820-for-one stock split of our common stock effected on April 24, 2017.

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

              Results of operations for the thirteen weeks and thirty-nine weeks ended September 28, 2017 and September 29, 2016 are not necessarily indicative of the results to be expected for the full year.

Cash and Cash Equivalents

              Cash consists of currency and demand deposits with banks.

Receivables

              Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Condensed Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Condensed Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of September 28, 2017 and December 29, 2016, was $257 thousand and $188 thousand, respectively.

Credit Program

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

Inventory Valuation and Shrinkage

              Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in Cost of sales in the Condensed Consolidated Statement of Income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $3,357 thousand and $2,449 thousand as of September 28, 2017 and December 29, 2016, respectively.

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

Fixed Assets

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

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

 
  Useful Life

Furniture, fixtures and equipment

  2 - 7 years

Leasehold improvements

  10 - 25 years

Computer software and hardware

  3 - 7 years

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

Capitalized Software Costs

              The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Goodwill and Other Indefinite-Lived Intangible Assets

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

              The Company completed a quantitative assessment in fiscal 2016. Based on such goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

              The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

              The estimated lives of the Company's intangible assets are as follows:

 
  Useful Life

Trade names

  Indefinite

Vendor relationships

  10 years

Long-Lived Assets

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

              Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Tenant Improvement Allowances and Deferred Rent

              The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Self-Insurance Reserves

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

Commitments and Contingencies

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

Asset Retirement Obligations

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

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

Fair Value Measurements—Debt

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

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

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

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

              The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Derivative Financial Instruments

              The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, the Company entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive (loss) income within the equity section of our Condensed Consolidated Balance Sheets.

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

              We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in the thirty-nine weeks ended September 28, 2017 and September 29, 2016 related to these instruments.

Use of Estimates

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

Revenue Recognition

              Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Gift Cards and Merchandise Credits

              We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in the thirty-nine weeks ended September 28, 2017 and September 29, 2016, gift card breakage income of $568 thousand and $452 thousand, respectively was recognized in Net sales in the Condensed Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Sales Returns and Allowances

              The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at September 28, 2017 and December 29, 2016, was $6,892 thousand and $4,887 thousand, respectively.

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

Cost of Sales

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

Vendor Rebates and Allowances

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

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

Total Operating Expenses

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

Advertising

              The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the thirty-nine weeks ended September 28, 2017 and September 29, 2016, were $31,938 thousand and $25,404 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Condensed Consolidated Statements of Income.

Pre-Opening Expenses

              The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Condensed Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the thirty-nine weeks ended September 28, 2017 and September 29, 2016, totaled $13,825 thousand, and $10,989 thousand, respectively.

Loss on Early Extinguishment of Debt

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

Stock-Based Compensation

              The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt Accounting Standards Update ("ASU") No. 2016-09 "Improvements to Employee Share-Based Payment Accounting" in 2016 and now recognizes forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options. 

Income Taxes

              The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

              The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Segment Information

              The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

Recent Accounting Pronouncements

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

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

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

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

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

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

              In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard will impact the timing and amounts of revenue recognized and the recognition of gift card breakage income. Gift card breakage income is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at our retail stores for final delivery at a later date. When implemented, the standard will impact the Company's opening balance sheet in the first comparative period presented in the Company's Consolidated Financial Statements. The Company plans to adopt the new standard on a modified retrospective basis during the first quarter of 2018.

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

              FDO Holdings, Inc., together with its subsidiaries (the "Company," "we," "our," or "us"), is a highly differentiated, rapidly growing specialty retailer of hard surface flooring and related accessories. We offer a broad in-stock assortment of tile, wood, laminate, and natural stone flooring along with decorative and installation accessories at everyday low prices. Our stores appeal to a variety of customers, including professional installers and commercial businesses, Do it Yourself customers and customers who buy the products for professional installation. We operate within one reportable segment.

              As of December 29, 2016, the Company, through its wholly owned subsidiary, operates 69 warehouse-format stores, which average 72,000 square feet, and one small-format standalone design center in 17 states including Arizona, California, Colorado, Florida, Georgia, Illinois, Louisiana, Maryland, Nevada, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Virginia, and Utah, 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. Fiscal years ended December 29, 2016 ("fiscal 2016") and December 25, 2014 ("fiscal 2014") include 52 weeks. Fiscal year ended December 31, 2015 ("fiscal 2015") includes 53 weeks.

Basis of Presentation

              The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Certain prior-year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation.

              The Company has evaluated subsequent events through March 20, 2017, which represents the date on which the financial statements were available for distribution.

Cash and Cash Equivalents

              Cash consists of currency and demand deposits with banks.

Receivables

              Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of December 29, 2016 and December 31, 2015, was $188 thousand and $133 thousand, respectively.

Credit Program

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

Inventory Valuation and Shrinkage

              Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statement of income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $2,449 thousand and $2,476 thousand as of December 29, 2016 and December 31, 2015, respectively.

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

Fixed Assets

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

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

                                                                                                                                                                                    

 

 

Life

Furniture, fixtures and equipment

 

2 - 7 years

Leasehold improvements

 

10 - 25 years

Computer software and hardware

 

3 - 7 years

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

Capitalized Software Costs

              The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Goodwill and Other Indefinite-Lived Intangible Assets

              In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC 350"), Intangibles—Goodwill and Other, goodwill and other intangible assets with indefinite lives resulting from business combinations are not amortized but instead are tested for impairment at least annually (more frequently if certain indicators are present) while identifiable intangible assets with finite lives are amortized over their estimated useful lives. The Company obtains independent third-party valuation studies to assist it with determining the fair value of goodwill and indefinite-lived intangible assets. The Company's goodwill and other indefinite-lived intangible assets subject to impairment testing arose primarily as a result of its acquisition of Floor and Decor Outlets of America, Inc. in November 2010.

              The Company performs a two-step quantitative impairment test on goodwill. In the first step, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired, and the Company is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.

              The Company estimates the fair value of our reporting unit using a weighted combination of the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management's expectations for future revenue, operating expenses, earnings before interest, taxes, depreciation and amortization, working capital and capital expenditures. The Company discounts the related cash flow forecasts using its estimated weighted-average cost of capital at the date of valuation. The market approach utilizes comparative market multiples derived by relating the value of guideline companies in the Company's industry and/or with similar growth prospects, based on either the market price of publicly traded shares or the prices of companies being acquired in the marketplace, to various measures of their earnings. Such multiples are then applied to the Company's historical and projected earnings to derive a valuation estimate.

              Based on the goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

              The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value, determined using a discounted cash flow methodology. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

              The estimated lives of the Company's intangible assets are as follows:

                                                                                                                                                                                    

 

 

Useful Life

Trade names

 

Indefinite

Vendor relationships

 

10 years

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

Long-Lived Assets

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

              Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Tenant Improvement Allowances and Deferred Rent

              The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Self-Insurance Reserves

              The Company is partially self-insured for workers' compensation and general liability claims less than certain dollar amounts and maintains insurance coverage with individual and aggregate limits. The Company also has a basket aggregate limit to protect against losses exceeding $5.0 million (subject to adjustment and certain exclusions) for workers' compensation claims and general liability claims. The Company's liabilities represent estimates of the ultimate cost for claims incurred, including loss adjusting expenses, as of the balance sheet date. The estimated liabilities are not discounted and are established based upon analysis of historical data, actuarial estimates, regulatory requirements, an estimate of claims incurred but not yet reported and other relevant factors. Management utilizes independent third-party actuarial studies to help assess the liability on a regular basis. As of December 29, 2016, per occurrence deductibles for individual workers' compensation and individual general liability claims were $250 thousand and $150 thousand, respectively.

Commitments and Contingencies

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

Asset Retirement Obligations

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

              Changes in i) inflation rates and ii) the estimated costs, timing and extent of future store closure activities each result in 1) a current adjustment to the recorded liability and related asset and 2) a change in the liability and asset amounts to be recorded prospectively. Any changes related to the assets are then recognized in accordance with our depreciation policy, which would generally result in depreciation expense being recognized prospectively over the shorter of the remaining lease term or estimated useful life.

Fair Value Measurements—Debt

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

 

 

 

 

           

•          

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

           

•          

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

           

•          

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

              The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Derivative Financial Instruments

              The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, we entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive loss within the equity section of our Consolidated Balance Sheets.

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

              We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in 2016 or 2015 related to these instruments.

Use of Estimates

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

Revenue Recognition

              Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Gift Cards and Merchandise Credits

              We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in fiscal 2016, fiscal 2015, and fiscal 2014 gift card breakage income of $627 thousand, $511 thousand, and $355 thousand was recognized in Net sales in the Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Sales Returns and Allowances

              The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at December 29, 2016 and December 31, 2015, was $4,887 thousand and $3,720 thousand, respectively.

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

Cost of Sales

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

Vendor Rebates and Allowances

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

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

Total Operating Expenses

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

Advertising

              The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the years ended December 29, 2016 and December 31, 2015, and December 25, 2014, were $33,497 thousand, $24,478 thousand and $17,359 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Consolidated Statements of Income.

Pre-Opening Expenses

              The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, totaled $13,732 thousand, $7,380 thousand, and $7,412 thousand, respectively.

Loss on Early Extinguishment of Debt

              On September 30, 2016, the Company amended its prior asset-based revolving credit facility (the "Prior ABL Facility") and terminated its prior term loan facility (the "Prior Term Loan Facility"), each with Wells Fargo Bank, N.A, dated as of May 1, 2013, as amended. The Company also terminated its prior senior secured term loan facility with GCI Capital Markets LLC, (the "GCI Facility"). For the year ended December 29, 2016, loss on early extinguishment of debt is comprised of a (1) $179 thousand prepayment penalty paid in connection with the extinguishment of the Prior Term Loan Facility of $19,833 thousand, (2) write-off of approximately $1,319 thousand of unamortized debt issuance cost and original issue discount associated with the extinguishment of the Prior Term Loan Facility and the GCI Facility, (3) write-off of approximately $162 thousand associated with the amendment of the Prior ABL Facility and (4) $153 thousand unamortized deferred debt issuance cost related to the April 15, 2016 amendment to the Prior Term Loan Facility.

Stock-Based Compensation

              The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt ASU No. 2016-09 "Improvements to Employee Share-Based Payment Accounting" in 2016 and now recognize forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Income Taxes

              The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

              The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Segment Information

              The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

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

                                                                                                                                                                                    

 

 

Fiscal Year Ended

 

 

 

December 25, 2014

 

December 31, 2015

 

December 29, 2016

 

Product Category

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Tile

 

$

174,271

 

 

30

%

$

244,902

 

 

31

%

$

325,433

 

 

31

%

Decorative Accessories

 

 

98,991

 

 

16

 

 

138,442

 

 

18

 

 

188,371

 

 

18

 

Accessories (Installation Materials and Tools)

 

 

91,122

 

 

16

 

 

124,162

 

 

16

 

 

165,330

 

 

16

 

Wood

 

 

90,752

 

 

16

 

 

116,999

 

 

15

 

 

142,751

 

 

14

 

Laminate / Luxury Vinyl Plank

 

 

61,817

 

 

11

 

 

77,586

 

 

10

 

 

131,447

 

 

12

 

Natural Stone

 

 

65,008

 

 

11

 

 

78,294

 

 

10

 

 

90,866

 

 

9

 

Delivery and Other

 

 

2,627

 

 

 

 

3,627

 

 

 

 

6,561

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

584,588

 

 

100

%

$

784,012

 

 

100

%

$

1,050,759

 

 

100

%

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Recent Accounting Pronouncements

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

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

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

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

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

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

              In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard could impact the timing and amounts of revenue recognized. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at the retail store for final delivery at a later date. The Company is continuing to evaluate the impact this standard, and related amendments and interpretive guidance, will have on its consolidated financial statements. The Company plans to adopt the new standard on a modified retrospective basis beginning December 29, 2017.

 

Fixed Assets
Fixed Assets

2. Fixed Assets

              Fixed assets as of December 29, 2016 and December 31, 2015, consisted of the following (in thousands):

                                                                                                                                                                                    

 

 

2015

 

2016

 

Furniture, fixtures and equipment

 

$

60,992

 

$

90,787

 

Leasehold improvements

 

 

60,564

 

 

89,226

 

Computer software and hardware

 

 

27,831

 

 

40,699

 

​  

​  

​  

​  

Fixed assets, at cost

 

 

149,387

 

 

220,712

 

Less: accumulated depreciation and amortization

 

 

46,404

 

 

70,241

 

​  

​  

​  

​  

Fixed assets, net

 

$

102,983

 

$

150,471

 

​  

​  

​  

​  

​  

​  

​  

​  

              Depreciation and amortization on fixed assets for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, was $27,459 thousand, $18,531 thousand, and $12,512 thousand, respectively.

Intangible Assets
Intangible Assets

3. Intangible Assets

              The following summarizes the balances of intangible assets as of December 29, 2016 and December 31, 2015 (in thousands):

                                                                                                                                                                                    

 

 

2015

 

2016

 

 

 

Estimated
Useful Lives

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vendor relationships

 

10 years

 

 

319

 

 

(162

)

 

319

 

 

(194

)

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

 

 

 

109,269

 

 

 

 

109,269

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 

 

 

$

109,588

 

$

(162

)

$

109,588

 

$

(194

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

              Amortization expense related to amortizable intangible assets for the years ended December 29, 2016, December 31, 2015 and December 25, 2014, was $32 thousand, $327 thousand and $356 thousand, respectively.

              Estimated intangible asset amortization for the next four years is as follows (in thousands):

                                                                                                                                                                                    

 

 

 

 

 

2017

 

$

32

 

2018

 

 

32

 

2019

 

 

32

 

2020

 

 

29

 

 

Income Taxes
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Income Taxes

5. Income Taxes

Income Taxes

The Company’s effective income tax rates were 20.0% and 36.8% for the thirty-nine weeks ended September 28, 2017 and September 29, 2016, respectively. The lower effective rate for the thirty-nine weeks ended September 28, 2017 was primarily due to the recognition of excess tax benefits related to options exercised after the adoption of ASU 2016-09. See Note 1 to the consolidated financial statements included herein for more information regarding ASU 2016-09.

Income Taxes

4. Income Taxes

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

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Current expense:

 

 

 

 

 

 

 

 

 

 

Federal

 

$

9,081

 

$

13,183

 

$

14,588

 

State

 

 

1,979

 

 

2,552

 

 

2,422

 

​  

​  

​  

​  

​  

​  

Total current expense

 

 

11,060

 

 

15,735

 

 

17,010

 

​  

​  

​  

​  

​  

​  

Deferred (benefit)/expense:

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(680

)

 

553

 

 

(4,765

)

State

 

 

(746

)

 

(89

)

 

(771

)

​  

​  

​  

​  

​  

​  

Total deferred (benefit)/expense

 

 

(1,426

)

 

464

 

 

(5,536

)

​  

​  

​  

​  

​  

​  

 

 

$

9,634

 

$

16,199

 

$

11,474

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

              The following is a summary of the differences between the total provision for income taxes as shown on the financial statements and the provision for income taxes that would result from applying the federal statutory tax rate of 35% to income before income taxes (in thousands).

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Computed "expected" provision at statutory rate

 

$

8,656

 

$

15,052

 

$

19,080

 

State income taxes, net of federal income tax benefit

 

 

801

 

 

1,594

 

 

1,073

 

Permanent differences:

 

 

 

 

 

 

 

 

 

 

Non-qualified option holder dividend equivalent

 

 

 

 

 

 

(7,877

)

Other

 

 

96

 

 

113

 

 

(4

)

​  

​  

​  

​  

​  

​  

Total permanent differences

 

 

96

 

 

113

 

 

(7,881

)

Other, net

 

 

81

 

 

(560

)

 

(798

)

​  

​  

​  

​  

​  

​  

Provision for income taxes

 

$

9,634

 

$

16,199

 

$

11,474

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

              The permanent differences of $7,877 thousand in fiscal 2016 is the federal benefit related to a dividend equivalent payment to certain option holders. The state benefit related to this payment of $597 thousand is included in state income taxes, net of federal income tax benefit in the table above.

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

                                                                                                                                                                                    

 

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Deferred tax assets:

 

 

 

 

 

 

 

Accruals not currently deductible for tax purposes

 

$

10,314

 

$

14,342

 

Tenant improvement allowances

 

 

6,162

 

 

7,690

 

Inventories

 

 

3,459

 

 

4,050

 

Stock based compensation

 

 

2,997

 

 

4,179

 

Other intangibles

 

 

761

 

 

693

 

Gift card liability

 

 

820

 

 

858

 

Litigation accrual

 

 

 

 

5,299

 

Other

 

 

89

 

 

47

 

​  

​  

​  

​  

Total deferred tax assets

 

 

24,602

 

 

37,158

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Intangible assets

 

 

(41,095

)

 

(41,269

)

Fixed assets

 

 

(16,907

)

 

(23,650

)

Other

 

 

(324

)

 

(504

)

​  

​  

​  

​  

Total deferred tax liabilities

 

 

(58,326

)

 

(65,423

)

​  

​  

​  

​  

Net deferred tax liabilities

 

$

(33,724

)

$

(28,265

)

​  

​  

​  

​  

​  

​  

​  

​  

              In assessing the realization of deferred tax assets, including net operating losses, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and accordingly, has concluded that no valuation allowance is necessary as of December 29, 2016 and December 31, 2015.

              The Company files income tax returns with the U.S. Federal government and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Internal Revenue Service has completed audits of the Company's federal income tax returns for the years through 2011. As of December 29, 2016, December 31, 2015, and December 25, 2014 the Company had unrecognized tax benefits of $0, $0, and $189 thousand, respectively. The amounts of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $0, $0, and $136 thousand as of December 29, 2016, December 31, 2015, and December 25, 2014, respectively. During 2014, the Company recorded an immaterial amount of interest expense related to uncertain tax positions. The Company's policy is to classify interest and penalties related to unrecognized tax benefits in income tax expense.

Derivatives and Risk Management
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Derivatives and Risk Management

3. Derivatives and Risk Management

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

Interest Rate Risk

Our exposure to market risk from adverse changes in interest rates is primarily associated with our long‑term debt obligations, which carry variable interest rates. Market risk associated with our variable interest rate long‑term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates.

In an effort to manage our exposure to the risk associated with our variable interest rate long‑term debt, we periodically enter into interest rate derivative contracts. We designate interest rate derivative contracts used to convert the interest rate exposure on a portion of our debt portfolio from a floating rate to a capped rate as cash flow hedges.

Hedge Position as of September 28, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

1,021

 

Hedge Position as of December 29, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 —

 

Designated Hedge Gains (Losses)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

 

Other Comprehensive (Loss) Income

 

 

Thirteen Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(121)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 

$

 —

 

$

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

Other Comprehensive (Loss) Income

 

 

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(887)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 —

 

$

 —

 

$

67

 

Credit Risk

To manage credit risk associated with our interest rate hedging program, we select counterparties based on their credit ratings and limit our exposure to any one counterparty.

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

Derivatives and Risk Management

5. Derivatives and Risk Management

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

Interest Rate Risk

              Our exposure to market risk from adverse changes in interest rates is primarily associated with our long-term debt obligations, which carry variable interest rates. Market risk associated with our variable interest rate long-term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates.

              In an effort to manage our exposure to the risk associated with our variable interest rate long-term debt, we periodically enter into interest rate contracts. We designate interest rate contracts used to convert the interest rate exposure on a portion of our debt portfolio from a floating rate to a fixed rate or capped rate as cash flow hedges.

Hedge Position as of December 29, 2016:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI, Net
of Tax

 

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 

$

 

$

 

Hedge Position as of December 31, 2015:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI,
Net of
Tax

 

Interest rate swaps (cash flow hedges)

 

$

35,000

 

U.S. dollars

 

January 2017

 

$

 

$

(160

)

$

(100

)

Designated Hedge Losses

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

                                                                                                                                                                                    

 

 

Effective Portion
Reclassified From
AOCI to Earnings

 

Effective Portion
Recognized in Other
Comprehensive Income

 

 

 

Fiscal Year Ended

 

(in thousands)

 

2014

 

2015

 

2016

 

2014

 

2015

 

2016

 

Interest rate caps (cash flow hedges)

 

$

 

$

 

$

 

$

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

 

$

 

$

 

$

14

 

$

43

 

$

100

 

Credit Risk

              To manage credit risk associated with our interest rate hedging program, we select counterparties based on their credit ratings and limit our exposure to any one counterparty.

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

Commitments and Contingencies
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Commitments and Contingencies

6. Commitments and Contingencies

Lease Commitments

The Company leases its corporate office, retail locations and distribution centers through F&D, under long‑term operating lease agreements that expire in various years through 2038. Additionally, certain equipment is leased under short‑term operating leases.

Certain lease agreements include escalating rents over the lease terms. The Company expenses rent on a straight‑line basis over the life of the lease, which commences on the date the Company has the right to control the property. The cumulative expense recognized on a straight‑line basis in excess of the cumulative payments is included in deferred rent in the accompanying balance sheets. Future minimum lease payments under non‑cancelable operating leases (with initial or remaining lease terms in excess of one year) as of September 28, 2017, were:

 

 

 

 

(in thousands)

    

Amount

Thirteen weeks ended December 28, 2017

 

$

18,100

2018

 

 

81,967

2019

 

 

92,825

2020

 

 

91,135

2021

 

 

87,128

Thereafter

 

 

564,361

Total minimum lease payments

 

$

935,516

 

Lease expense for the thirty-nine weeks ended September 28, 2017 and September 29, 2016 was approximately $51,956 thousand and $39,211 thousand, respectively.

Litigation

The Company is subject to other various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts, products liabilities, intellectual property matters and employment related matters resulting from its business activities. 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 proceedings are not expected to have a material impact on the Company's consolidated financial position, cash flows or results of operations. 

During the thirty-nine weeks ended September 28, 2017, F&D received final approval for a classwide settlement to resolve a class action lawsuit related to certain labeling of F&D’s products. The final amounts paid did not materially differ from our estimated losses previously accrued.

Commitments and Contingencies

6. Commitments and Contingencies

Lease Commitments

              The Company leases its corporate office, retail locations, and distribution centers under long-term operating lease agreements that expire in various years through 2032. Additionally, certain equipment is leased under short-term operating leases.

              Certain lease agreements include escalating rents over the lease terms. The Company expenses rent on a straight-line basis over the life of the lease, which commences on the date the Company has the right to control the property. The cumulative expense recognized on a straight-line basis in excess of the cumulative payments is included in deferred rent in the accompanying balance sheets. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 29, 2016, are (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

63,340

 

2018

 

 

71,913

 

2019

 

 

73,580

 

2020

 

 

71,598

 

2021

 

 

67,875

 

Thereafter

 

 

369,231

 

​  

​  

Total minimum lease payments

 

$

717,537

 

​  

​  

​  

​  

              Lease expense for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, was $53,899 thousand, $41,756 thousand, and $29,774 thousand, respectively.

Litigation

              The Company is subject to other various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts, products liabilities, intellectual property matters and employment related matters resulting from its business activities. 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 proceedings are not expected to have a material impact on the Company's consolidated financial position, cash flows or results of operations.

              On December 11, 2015, six plaintiffs filed a putative nationwide class action against the Company's subsidiary, Floor and Decor Outlets of America, Inc., ("F&D") in the United States District Court for the Northern District of Georgia, alleging that certain Chinese-manufactured laminate flooring products sold by F&D were falsely labeled as compliant with formaldehyde emissions standards established by California Air Resources Board ("CARB"). In June 2016, management believed a settlement of the case was both probable and estimable and accrued $14 million with respect to such case in the second quarter of fiscal 2016. During the third quarter of fiscal 2016, F&D reached an agreement with one of the manufacturers whose products were involved in the case to cover $3.5 million of the Company's losses related to this lawsuit. The Company recorded the $3.5 million receivable as an offset to litigation settlement expenses. In September 2016, F&D entered into a classwide settlement to resolve the lawsuit. The settlement class was defined as all end users of Chinese-manufactured laminate flooring sold by F&D nationwide between January 1, 2012 and August 1, 2015. As part of the settlement, all settlement class members who did not exclude themselves from the settlement granted F&D a release of all claims arising out of or relating to their purchase of Chinese-manufactured laminate flooring from F&D, with the exception of personal injury claims. Seven members of the settlement class excluded themselves from the settlement. The settlement was granted final approval by the court on January 10, 2017 and did not involve an admission of liability by F&D. As of March 20, 2017, which represents the date on which the financial statements were available for distribution, the Company does not believe that claims by the members excluded from the settlement class or any personal injury claims are reasonably possible to result in a material loss to the Company in excess of the amounts already accrued.

Debt
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Debt

4. Debt

Repricing of Term Loan Facility

On March 31, 2017, the Company entered into a repricing amendment to the credit agreement governing its $350.0 million senior secured term loan facility maturing on September 30, 2023 (the "Term Loan Facility"). The amendment reduced the margins applicable to the term loan from 3.25% per annum (subject to a leverage-based step-down to 2.75%) to 2.50% per annum (subject to a leverage-based step-down to 2.00%) in the case of base rate loans, and from 4.25% per annum (subject to a leverage-based step-down to 3.75%) to 3.50% per annum (subject to a leverage-based step-down to 3.00%) in the case of LIBOR loans (subject to a 1.00% floor on LIBOR loans), provided that each of the leverage-based step-downs was contingent upon the consummation of the IPO. The amount and terms of the Term Loan Facility were otherwise unchanged.

Repayment of Debt with Proceeds from Initial Public Offering

 

On May 2, 2017, the Company completed its IPO, pursuant to which it sold an aggregate of 10,147,025 shares of Class A common stock, par value $0.001 per share (after giving effect to the underwriters’ exercise in full of their option to purchase additional shares) at a price of $21.00 per share. The Company received aggregate net proceeds of approximately $192.0 million after deducting underwriting discounts and commissions and other offering expenses.

 

The Company used net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility, including accrued and unpaid interest. The partial paydown resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million.

Fair Value of Debt

Market risk associated with our fixed and variable rate long‑term debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt is based primarily on our estimates of interest rates, maturities, credit risk, and underlying collateral and is classified as Level 3 within the fair value hierarchy. At September 28, 2017 and December 29, 2016, the fair values of the Company’s debt were as follows:

 

 

 

 

 

 

 

 

    

September 28,

    

December 29,

(in thousands)

 

2017

 

2016

Total debt at par value

 

$

191,475

 

$

400,000

Less: unamortized discount and debt issuance costs

 

 

4,056

 

 

9,257

Net carrying amount

 

$

187,419

 

$

390,743

Fair value

 

$

191,858

 

$

400,000

 

Debt

7. Debt

              The following table summarizes our long-term debt as of December 29, 2016 and December 31, 2015 (dollars in thousands):

                                                                                                                                                                                    

 

 

Maturity
Date

 

Interest Rate Per
Annum at
December 29,
2016

 

December 31,
2015

 

December 29,
2016

 

Credit Facilities:

 

 

 

 

 

 

 

 

 

 

 

Term Loan Facility           

 

September 30, 2023

 

5.25% Variable

 

$

 

$

350,000

 

ABL Facility

 

September 30, 2021

 

2.08% Variable

 

 

92,900

 

 

50,000

 

Prior Term Loan Facility

 

July 2, 2019

 

3.30% Variable

 

 

8,333

 

 

 

GCI Facility

 

May 1, 2019

 

7.75% Variable

 

 

78,000

 

 

 

​  

​  

​  

​  

Total secured debt

 

 

 

 

 

$

179,233

 

$

400,000

 

Less: current maturities

 

 

 

 

 

 

1,267

 

 

3,500

 

​  

​  

​  

​  

Long-term debt maturities

 

 

 

 

 

 

177,966

 

 

396,500

 

Less: unamortized discount and debt issuance costs

 

 

 

 

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Total long-term debt

 

 

 

 

 

$

176,323

 

$

387,243

 

​  

​  

​  

​  

​  

​  

​  

​  

              On September 30, 2016, the Board of Directors declared the Special Dividend and authorized the Option Payments. Payment of the Special Dividend and the Option Payments was made on September 30, 2016 to all shareholders and option holders of record at the close of business on September 30, 2016. In connection with the dividend, the Company refinanced its existing indebtedness by amending the Prior ABL Facility with an amended and restated $200.0 million asset based revolving credit facility maturing on September 30, 2021 (the "ABL Facility"), entering into a $350.0 million senior secured term loan facility maturing on September 30, 2023 (the "Term Loan Facility" and together with the ABL Facility, our "Credit Facilities") and repaying and terminating the Prior Term Loan Facility and the GCI Facility. As a result of the refinancing, the Company recorded $162 thousand of loss on extinguishment of debt related to unamortized deferred debt issuance cost for the Prior ABL Facility, as well as recorded $1,319 thousand of loss on extinguishment of debt related to unamortized original issue discount and unamortized deferred debt issuance cost for the Prior Term Loan Facility and GCI Facility. In addition, the Company recorded $10,347 thousand of original issue discount and deferred debt issuance cost related to new third-party fees associated with the refinancing.

Term Loan Facility

              As of December 29, 2016, the Term Loan Facility had an outstanding balance of $350.0 million and requires quarterly repayments of $875 thousand, which commenced on December 31, 2016, with the remainder due and payable at maturity.

              As of December 29, 2016, the Term Loan Facility bore interest based on one of the following rates, at the Company's option:

 

 

 

 

           

i)          

Adjusted LIBOR Rate plus a margin of 4.25%

           

ii)          

Base Rate plus a margin of 3.25%. Base Rate defined as the greater of the following:

           

           

(a)          

the base rate in effect on such day,

           

           

(b)          

the federal funds rate plus 0.50%,

           

           

(c)          

the adjusted LIBOR rate for the interest period of one month plus a margin of 1.00%

              The following table summarizes scheduled maturities of our debt, including current maturities, as of December 29, 2016 (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

3,500

 

2018

 

 

3,500

 

2019

 

 

3,500

 

2020

 

 

4,375

 

2021

 

 

52,625

 

Thereafter

 

 

332,500

 

​  

​  

Total minimum debt payments

 

$

400,000

 

​  

​  

​  

​  

ABL Facility

              As of December 29, 2016, the ABL Facility had a maximum availability of $200.0 million with actual available borrowings limited to the sum, at the time of calculation, of eligible credit card receivables, plus the cost of eligible inventory, net of inventory reserves, multiplied by the product of appraisal percentage multiplied by the appraised value of eligible inventory, plus 85% of eligible net trade receivables, plus all eligible cash on hand minus certain Availability Reserves as defined in the credit agreement governing the ABL Facility. The ABL Facility is available for issuance of letters of credit and contains $30.0 million for standby letters of credit and commercial letters of credit. Available borrowings under the facility are reduced by the face amount of outstanding letters of credit. As of December 29, 2016, the borrowings bear interest at a floating rate, which is based on one of the following rates at the option of the Company:

 

 

 

 

           

i)          

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

           

ii)          

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

           

           

(a)          

the federal funds rate plus 0.50%,

           

           

(b)          

Adjusted LIBO Rate plus 1.00%, or

           

           

(c)          

the lender's prime rate

              As of December 29, 2016, the Company had net availability under the ABL Facility of $121,719 thousand, including outstanding letters of credit of $10,119 thousand.

Covenants

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

 

 

 

 

           

•          

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

              The Term Loan Facility has no financial maintenance covenants. As of December 29, 2016, the Company was in compliance with its debt covenants.

Deferred Debt Issuance Cost and Original Issue Discount

              Deferred debt issuance cost related to our ABL Facility and our Prior ABL Facility of $1,274 thousand and $930 thousand as of December 29, 2016 and December 31, 2015, respectively, are included in Other assets on our Consolidated Balance Sheets. Deferred debt issuance cost and original issue discount related to our Term Loan Facility of $9,257 thousand as of December 29, 2016 and Prior Term Loan Facility and GCI Facility of $1,644 thousand as of December 31, 2015 are included in Term loans on our Consolidated Balance Sheets. Amortization expense was $954 thousand, $692 thousand, and $656 thousand for the years ended December 29, 2016, December 31, 2015, and December 25, 2014.

Fair Value of Debt

              Market risk associated with our fixed and variable rate long-term debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt was based primarily on discounted cash flows utilizing estimated interest rates, maturities, credit risk, and underlying collateral and is classified primarily as Level 3 within the fair value hierarchy. At December 29, 2016 and December 31, 2015, the fair values of the Company's debt are as follows (in thousands):

                                                                                                                                                                                    

 

 

December 31,
2015

 

December 29,
2016

 

Total debt at par value

 

$

179,233

 

$

400,000

 

Less: unamortized discount and debt issuance costs

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Net carry amount

 

$

177,590

 

$

390,743

 

Fair value

 

$

179,413

 

$

400,000

 

 

Stockholders' Equity
Stockholders' Equity

8. Stockholders' Equity

Common Stock

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

Conversion Features

              In the event of an initial public offering that yields gross proceeds of at least $75.0 million and has a public offering price per share of at least $1,000 per share, as adjusted by dividends or other distributions (which has been adjusted to $916 as a result of the dividend paid in connection with the 2013 Refinancing), all of the shares of Class B common stock will convert to the same number of Class A common stock, without any action of the holder. The shares of Class C common stock held by individuals other than FS Equity Partners VI, L. P., FS Affiliates VI, L.P. or their affiliated persons shall convert automatically to shares of Class A common stock, without any action on their part. Shares of Class C common stock may be converted, upon the election of holders of such shares of Class C common stock, into the same number of shares of Class A common stock under certain circumstances as provided in the Company's certificate of incorporation.

Stock Options

              The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the requisite service period for awards expected to vest.

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

              Stock options are granted with an exercise price estimated to be greater than or equal to the fair market value on the date of grant. Options granted have vesting provisions ranging from three to five years, and contractual terms of ten years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. All options were granted at or above estimated fair market value as authorized by the Company's Board of Directors.

              The fair value of stock option awards granted was estimated using the Black-Scholes pricing model with the following weighted-average assumptions:

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Risk-free interest rate

 

 

2.09

%

 

1.93

%

 

1.43

%

Expected volatility

 

 

46

%

 

49

%

 

40

%

Expected life (in years)

 

 

6.49

 

 

6.92

 

 

6.50

 

Dividend yield

 

 

0

%

 

0

%

 

0

%

              The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. In determining the appropriateness of the public entities included in the volatility assumption the Company considered a number of factors, including the entity's life cycle stage, growth profile, size, financial leverage and products offered.

              The following summarizes the changes in the number of shares of common stock under option for the following periods:

                                                                                                                                                                                    

 

 

Options

 

Weighted
Average
Exercise
Price

 

Options
Exercisable
at End
of Year

 

Weighted
Average
Exercise Price
of Exercisable
Options

 

Weighted
Average Fair
Value/Share of
Options
Granted During
the Year

 

Outstanding at December 26, 2013

 

 

10,714,356

 

$

4.09

 

 

3,471,150

 

$

3.64

 

 

 

Granted

 

 

748,553

 

$

7.69

 

 

 

 

 

$

3.72

 

Exercised

 

 

(201,137

)

$

3.28

 

 

 

 

 

 

 

Forfeited or expired

 

 

(1,737,506

)

$

4.06

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 25, 2014

 

 

9,524,266

 

$

4.40

 

 

4,608,462

 

$

3.85

 

 

 

Granted

 

 

1,378,355

 

$

8.07

 

 

 

 

 

$

4.12

 

Exercised

 

 

(5,149

)

$

7.69

 

 

 

 

 

 

 

Forfeited or expired

 

 

(437,353

)

$

7.16

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 31, 2015

 

 

10,460,119

 

$

4.77

 

 

6,656,524

 

$

4.00

 

 

 

Granted

 

 

2,025,535

 

$

9.94

 

 

 

 

 

$

4.13

 

Exercised

 

 

(145,140

)

$

3.48

 

 

 

 

 

 

 

Forfeited or expired

 

 

(361,403

)

$

6.65

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 29, 2016

 

 

11,979,111

 

$

5.34

 

 

8,151,056

 

$

4.20

 

 

 

​  

​  

​  

​  

              The intrinsic value for stock options is defined as the difference between the exercise price and the value of the Company's common stock (on a minority, non-marketable basis). The per share value of the Company's common stock as of December 29, 2016, was $9.99. The intrinsic value of stock options exercised was $942 thousand and $11 thousand for the years ended December 29, 2016 and December 31, 2015, respectively. The aggregate intrinsic value of stock options outstanding as of December 29, 2016, was $55,759 thousand with a weighted-average remaining contractual life of 6.2 years. The aggregate intrinsic value of stock options exercisable as of December 29, 2016, was $47,218 thousand with a weighted-average remaining contractual life of 5.1 years. The Company's total unrecognized compensation cost related to stock-based compensation as of December 29, 2016, was $12,577 thousand, which is expected to be recognized over a weighted average period of 3.9 years.

              On September 30, 2016, in connection with the Special Dividend, the Company declared the Option Payments for certain option holders. A portion of the Option Payments were for unvested options, and option holders are required to repay any amounts related to options that do not vest prior to such option holder's termination of employment. In the event an option holder defaults on such repayment, we will record the amount as additional stock based compensation expense in that reporting period.

Earnings Per Share
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Earnings Per Share

7. Earnings Per Share

Net Income per Common Share

We calculate 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 stock options.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands, except share and per share data)

 

2017

    

2016

 

2017

    

2016

Net income

 

$

23,255

 

$

14,219

 

$

54,812

 

$

26,332

Basic weighted average shares outstanding

 

 

94,439,204

 

 

83,457,037

 

 

89,613,542

 

 

83,405,904

Dilutive effect of share based awards

 

 

9,460,398

 

 

4,911,652

 

 

8,452,267

 

 

4,846,287

Diluted weighted average shares outstanding

 

 

103,899,602

 

 

88,368,689

 

 

98,065,809

 

 

88,252,191

Basic earnings per share

 

$

0.25

 

$

0.17

 

$

0.61

 

$

0.32

Diluted earnings per share

 

$

0.22

 

$

0.16

 

$

0.56

 

$

0.30

 

The following awards have been excluded from the computation of dilutive effect of share based awards because the effect would be anti‑dilutive:

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

 

 

2017

 

2016

 

2017

 

2016

Stock Options

 

11,664

 

1,903,466

 

717,685

 

2,332,976

 

Earnings Per Share

9. Earnings Per Share

Net Income per Common Share

              We calculate 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 stock options. The following table shows the computation of basic and diluted earnings per share:

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Net income (in thousands)

 

$

15,098

 

$

26,807

 

$

43,039

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic weighted average shares outstanding

 

 

83,222,330

 

 

83,365,218

 

 

83,432,157

 

Dilutive effect of share based awards

 

 

2,429,419

 

 

2,915,689

 

 

4,998,830

 

​  

​  

​  

​  

​  

​  

Diluted weighted average shares outstanding

 

 

85,651,749

 

 

86,280,907

 

 

88,430,987

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic earnings per share

 

$

0.18

 

$

0.32

 

$

0.52

 

Diluted earnings per share

 

$

0.18

 

$

0.31

 

$

0.49

 

              The following have been excluded from the computation of dilutive effect of share based awards because the effect would be anti-dilutive:

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Stock Options

 

 

1,536,690

 

 

1,856,579

 

 

2,003,651

 

 

Unaudited Earnings Per Share Pro Forma for Dividend
Unaudited Earnings Per Share Pro Forma for Dividend

10. Unaudited Earnings Per Share Pro Forma for Dividend

              On February 10, 2017 the Company filed a registration statement with the Securities and Exchange Commission ("SEC") in anticipation of the initial public offering of its common stock.

              Under certain SEC interpretations, dividends declared in the year preceding an initial public offering are deemed to be in contemplation of the offering with the intention of repayment out of offering proceeds to the extent that the dividends exceeded earnings during such period. As such, the earnings per share pro forma for dividend for fiscal 2016 gives effect to the pro forma adjustment discussed, as well as the number of shares that would be required to generate proceeds necessary to pay the amount of the Special Dividend and Option Payments paid in September 2016 in excess of fiscal 2016 earnings, up to the amount of shares assumed to be issued in the offering. The following table sets forth the computation of pro forma basic and diluted earnings per share pro forma for dividend for fiscal 2016 based on an offering price of $21.00 per share:

                                                                                                                                                                                    

 

 

Year Ended
December 29,
2016

 

Net income (in thousands except share and per share amounts)

 

$

43,039

 

Amount of dividends

 

$

225,000

 

​  

​  

Excess of dividends over net income

 

$

(181,961

)

Number of shares required to be issued at $21.00 per share to pay excess of dividends over net income

 

 

8,664,810

 

Basic weighted average shares outstanding

 

 

83,432,157

 

Pro forma basic weighted average shares outstanding

 

 

92,096,967

 

Pro forma basic earnings per share

 

$

0.47

 

​  

​  

​  

​  

Dilutive weighted average shares outstanding

 

 

88,430,987

 

Pro forma dilutive weighted average shares outstanding

 

 

97,095,797

 

​  

​  

​  

​  

Pro forma dilutive earnings per share

 

$

0.44

 

​  

​  

​  

​  

 

Accrued Expenses
Accrued Expenses

11. Accrued Expenses

              Accrued expenses consist of the following (in thousands):

                                                                                                                                                                                    

 

 

 

 

 

 

 

 

 

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Accrued incentive compensation

 

$

9,236

 

$

14,799

 

Accrued legal fees

 

 

183

 

 

13,642

 

Other

 

 

26,422

 

 

33,064

 

​  

​  

​  

​  

Accrued expenses

 

$

35,841

 

$

61,505

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 

Subsequent Events
Subsequent Events

12. Subsequent Events

              On April 13, 2017, the Company filed an amendment to its certificate of incorporation changing the name of the Company from "FDO Holdings, Inc." to "Floor & Decor Holdings, Inc."

              On April 24, 2017, the Company filed an amendment to its certificate of incorporation, effecting a 321.820-for-one stock split of its outstanding common stock, which was approved by the Company's board of directors and shareholders on April 13, 2017. The accompanying financial statements and notes to the financial statements give retroactive effect to the stock split for all periods presented.

SCHEDULE I - Parent Company Information
Schedule I - Parent Company Only Information

 

Schedule I—Floor & Decor Holdings, Inc.

(parent company only)

Condensed Balance Sheets

(In Thousands, Except Share and Per Share Data)

                                                                                                                                                                                    

 

 

As of
December 31,
2015

 

As of
December 29,
2016

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Accounts receivable from subsidiaries

 

$

 

$

 

​  

​  

​  

​  

Total current assets

 

 

 

 

 

Long-term assets:

 

 

 

 

 

 

 

Investment in subsidiaries

 

 

312,365

 

 

134,283

 

​  

​  

​  

​  

Total long-term assets

 

 

312,365

 

 

134,283

 

​  

​  

​  

​  

Total assets

 

$

312,365

 

$

134,283

 

​  

​  

​  

​  

​  

​  

​  

​  

Liabilities and stockholders' equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Notes payable

 

$

 

$

 

Accrued interest payable

 

 

 

 

 

​  

​  

​  

​  

Total current liabilities

 

 

 

 

 

​  

​  

​  

​  

Total liabilities

 

 

 

 

 

​  

​  

​  

​  

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity

 

 


 

 

 


 

 

Capital stock:

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 29, 2016 and December 31, 2015

 

 

 

 

 

Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 76,847,116 shares issued and outstanding at December 29, 2016 and December 31, 2015

 

 

77

 

 

77

 

Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 395,742 shares issued and outstanding at December 29, 2016; 250,602 shares issued and outstanding at December 31, 2015

 

 

 

 

 

Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 6,275,489 shares issued and outstanding at December 29, 2016 and December 31, 2015

 

 

6

 

 

6

 

Additional paid-in capital

 

 

264,288

 

 

117,270

 

Accumulated other comprehensive loss, net

 

 

(100

)

 

176

 

Retained earnings

 

 

48,094

 

 

16,754

 

​  

​  

​  

​  

Total stockholders' equity

 

 

312,365

 

 

134,283

 

​  

​  

​  

​  

Total liabilities and stockholders' equity

 

$

312,365

 

$

134,283

 

​  

​  

​  

​  

​  

​  

​  

​  


Schedule I—Floor & Decor Holdings, Inc.

(parent company only)

Condensed Statements of Income

(In Thousands)

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Net income of subsidiaries

 

$

15,098

 

$

26,807

 

$

43,039

 

​  

​  

​  

​  

​  

​  

Income before income taxes

 

 

15,098

 

 

26,807

 

 

43,039

 

Benefit for income taxes

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

Net income

 

$

15,098

 

$

26,807

 

$

43,039

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Schedule I—Floor & Decor Holdings, Inc.

(parent company only)

Condensed Statements of Comprehensive Income

(In Thousands)

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Net income

 

$

15,098

 

$

26,807

 

$

43,039

 

Unrealized gain on fair value hedge instruments of subsidiaries, net of tax

 

 

14

 

 

43

 

 

276

 

​  

​  

​  

​  

​  

​  

Total comprehensive income

 

$

15,112

 

$

26,850

 

$

43,315

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Schedule I—Floor & Decor Holdings, Inc.

(parent company only)

Consolidated Statements of Cash Flows

(In Thousands)

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Operating activities

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,098

 

$

26,807

 

$

43,039

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Net income of subsidiaries

 

 

(15,098

)

 

(26,807

)

 

(43,039

)

​  

​  

​  

​  

​  

​  

Net cash used in operating activities

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

Investment in subsidiary

 

 

(954

)

 

(40

)

 

(284

)

Distribution from subsidiary

 

 

 

 

 

 

225,000

 

​  

​  

​  

​  

​  

​  

Net cash (used in) provided by investing activities

 

 

(954

)

 

(40

)

 

224,716

 

Financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

954

 

 

40

 

 

284

 

Cash dividends

 

 

 

 

 

 

(225,000

)

​  

​  

​  

​  

​  

​  

Net cash provided by (used in) financing activities

 

 

954

 

 

40

 

 

(224,716

)

​  

​  

​  

​  

​  

​  

Net change in cash and cash equivalents

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of the year

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

Cash and cash equivalents, end of the year

 

$

 

$

 

$

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


Schedule I—Floor & Decor Holdings, Inc.

(parent company only)

Notes to Condensed Financial Statements

December 29, 2016

1. Basis of Presentation

              In the parent-company-only financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. The parent-company-only financial statements should be read in conjunction with the Company's consolidated financial statements.

2. Guarantees and Restrictions

              As of December 29, 2016, Floor and Decor Outlets of America, Inc., a subsidiary of the Company, had $350,000 thousand of debt outstanding under the Term Loan Facility. As of December 29, 2016, Floor and Decor Outlets of America, Inc. also had $50,000 thousand outstanding under the ABL Facility, excluding outstanding letters of credit of $10,119 thousand. Under the terms of the credit agreements governing our Credit Facilities, the Company's subsidiaries have guaranteed the payment of all principal and interest. In the event of a default under our Credit Facilities, certain of the Company's subsidiaries will be directly liable to the debt holders. As of December 29, 2016, the Term Loan Facility had a maturity date of September 30, 2023, and the ABL Facility had a maturity date of September 30, 2021. The credit agreements governing our Credit Facilities also include restrictions on the ability of the Company's subsidiaries to (i) incur additional indebtedness and liens in connection therewith; (ii) pay dividends and make certain other restricted payments; (iii) effect mergers or consolidations; (iv) enter into transactions with affiliates; (v) sell or dispose of property or assets; and (vi) engage in unrelated lines of business.

Summary of Significant Accounting Policies (Policies)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Summary of Significant Accounting Policies
 
 
Fiscal Year
Basis of Presentation
Cash and Cash Equivalents
Receivables
Credit Program
Inventory Valuation and Shrinkage
Fixed Assets
Capitalized Software Costs
Goodwill and Other Indefinite-Lived Intangible Assets
Long-Lived Assets
Tenant Improvement Allowances and Deferred Rent
Self-Insurance Reserves
Commitments and Contingencies
Asset Retirement Obligations
Fair Value Measurements - Debt
Derivative Financial Instruments
Use of Estimates
Revenue Recognition
Gift Cards and Merchandise Credits
Sales Returns and Allowances
Cost of Sales
Vendor Rebates and Allowances
Total Operating Expenses
Advertising
Pre-Opening Expenses
Loss on Early Extinguishment of Debt
 
Stock-Based Compensation
Income Taxes
Segment Information
Recent Accounting Pronouncements

Fiscal Year

The Company’s fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. Fiscal years ended December 28, 2017 (“fiscal 2017”) and December 29, 2016 (“fiscal 2016”) 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 the first, second, third and fourth quarters of the fiscal year.

Fiscal Year

              The Company's fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. Fiscal years ended December 29, 2016 ("fiscal 2016") and December 25, 2014 ("fiscal 2014") include 52 weeks. Fiscal year ended December 31, 2015 ("fiscal 2015") includes 53 weeks.

Basis of Presentation 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our 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 29, 2016 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 final prospectus, dated July 20, 2017 and filed with the Securities and Exchange Commission (the “SEC”) in accordance with Rule 424(b) of the Securities Act of 1933 on July 20, 2017. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes. Unless indicated otherwise, the information in this quarterly report on Form 10-Q (the “Quarterly Report”) has been adjusted to give effect to a 321.820 for one stock split of the Company’s outstanding common stock, which was approved by the Company's board of directors and shareholders on April 13, 2017. 321.820-for-one stock split of our common stock effected on April 24, 2017.

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

Results of operations for the thirteen weeks and thirty-nine weeks ended September 28, 2017 and September 29, 2016 are not necessarily indicative of the results to be expected for the full year.

Basis of Presentation

              The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Certain prior-year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation.

              The Company has evaluated subsequent events through March 20, 2017, which represents the date on which the financial statements were available for distribution.

Cash and Cash Equivalents

Cash consists of currency and demand deposits with banks.

Cash and Cash Equivalents

              Cash consists of currency and demand deposits with banks.

Receivables

Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Condensed Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Condensed Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of September 28, 2017 and December 29, 2016, was $257 thousand and $188 thousand, respectively.

Receivables

              Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of December 29, 2016 and December 31, 2015, was $188 thousand and $133 thousand, respectively.

Credit Program

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

Credit Program

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

Inventory Valuation and Shrinkage

Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in Cost of sales in the Condensed Consolidated Statement of Income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $3,357 thousand and $2,449 thousand as of September 28, 2017 and December 29, 2016, respectively.

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

Inventory Valuation and Shrinkage

              Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statement of income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $2,449 thousand and $2,476 thousand as of December 29, 2016 and December 31, 2015, respectively.

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

Fixed Assets

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

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

 

 

 

 

Useful Life

Furniture, fixtures and equipment

2 - 7 years

Leasehold improvements

10 - 25 years

Computer software and hardware

3 - 7 years

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

Fixed Assets

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

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

                                                                                                                                                                                    

 

 

Life

Furniture, fixtures and equipment

 

2 - 7 years

Leasehold improvements

 

10 - 25 years

Computer software and hardware

 

3 - 7 years

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

Capitalized Software Costs

The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Capitalized Software Costs

              The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Goodwill and Other Indefinite-Lived Intangible Assets

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

 

The Company completed a quantitative assessment in fiscal 2016.  Based on such goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

 

The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

The estimated lives of the Company's intangible assets are as follows:

 

 

 

Useful Life

Trade names

Indefinite

Vendor relationships

10 years

 

Goodwill and Other Indefinite-Lived Intangible Assets

              In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC 350"), Intangibles—Goodwill and Other, goodwill and other intangible assets with indefinite lives resulting from business combinations are not amortized but instead are tested for impairment at least annually (more frequently if certain indicators are present) while identifiable intangible assets with finite lives are amortized over their estimated useful lives. The Company obtains independent third-party valuation studies to assist it with determining the fair value of goodwill and indefinite-lived intangible assets. The Company's goodwill and other indefinite-lived intangible assets subject to impairment testing arose primarily as a result of its acquisition of Floor and Decor Outlets of America, Inc. in November 2010.

              The Company performs a two-step quantitative impairment test on goodwill. In the first step, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired, and the Company is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.

              The Company estimates the fair value of our reporting unit using a weighted combination of the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management's expectations for future revenue, operating expenses, earnings before interest, taxes, depreciation and amortization, working capital and capital expenditures. The Company discounts the related cash flow forecasts using its estimated weighted-average cost of capital at the date of valuation. The market approach utilizes comparative market multiples derived by relating the value of guideline companies in the Company's industry and/or with similar growth prospects, based on either the market price of publicly traded shares or the prices of companies being acquired in the marketplace, to various measures of their earnings. Such multiples are then applied to the Company's historical and projected earnings to derive a valuation estimate.

              Based on the goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

              The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value, determined using a discounted cash flow methodology. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

              The estimated lives of the Company's intangible assets are as follows:

                                                                                                                                                                                    

 

 

Useful Life

Trade names

 

Indefinite

Vendor relationships

 

10 years

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

 

Long-Lived Assets

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

Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Long-Lived Assets

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

              Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Tenant Improvement Allowances and Deferred Rent

The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Tenant Improvement Allowances and Deferred Rent

              The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Self-Insurance Reserves

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

Self-Insurance Reserves

              The Company is partially self-insured for workers' compensation and general liability claims less than certain dollar amounts and maintains insurance coverage with individual and aggregate limits. The Company also has a basket aggregate limit to protect against losses exceeding $5.0 million (subject to adjustment and certain exclusions) for workers' compensation claims and general liability claims. The Company's liabilities represent estimates of the ultimate cost for claims incurred, including loss adjusting expenses, as of the balance sheet date. The estimated liabilities are not discounted and are established based upon analysis of historical data, actuarial estimates, regulatory requirements, an estimate of claims incurred but not yet reported and other relevant factors. Management utilizes independent third-party actuarial studies to help assess the liability on a regular basis. As of December 29, 2016, per occurrence deductibles for individual workers' compensation and individual general liability claims were $250 thousand and $150 thousand, respectively.

Commitments and Contingencies

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

Commitments and Contingencies

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

Asset Retirement Obligations

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

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

Asset Retirement Obligations

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

              Changes in i) inflation rates and ii) the estimated costs, timing and extent of future store closure activities each result in 1) a current adjustment to the recorded liability and related asset and 2) a change in the liability and asset amounts to be recorded prospectively. Any changes related to the assets are then recognized in accordance with our depreciation policy, which would generally result in depreciation expense being recognized prospectively over the shorter of the remaining lease term or estimated useful life.

Fair Value Measurements—Debt

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

·

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

·

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

·

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Fair Value Measurements—Debt

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

 

 

 

 

           

•          

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

           

•          

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

           

•          

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

              The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Derivative Financial Instruments

The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, the Company entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive (loss) income within the equity section of our Condensed Consolidated Balance Sheets.

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

We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in the thirty-nine weeks ended September 28, 2017 and September 29, 2016 related to these instruments.

Derivative Financial Instruments

              The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, we entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive loss within the equity section of our Consolidated Balance Sheets.

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

              We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in 2016 or 2015 related to these instruments.

Use of Estimates

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

Use of Estimates

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

Revenue Recognition

Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Revenue Recognition

              Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Gift Cards and Merchandise Credits

We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in the thirty-nine weeks ended September 28, 2017 and September 29, 2016, gift card breakage income of $568 thousand and $452 thousand, respectively was recognized in Net sales in the Condensed Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Gift Cards and Merchandise Credits

              We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in fiscal 2016, fiscal 2015, and fiscal 2014 gift card breakage income of $627 thousand, $511 thousand, and $355 thousand was recognized in Net sales in the Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Sales Returns and Allowances

The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at September 28, 2017 and December 29, 2016, was $6,892 thousand and $4,887 thousand, respectively.

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

Sales Returns and Allowances

              The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at December 29, 2016 and December 31, 2015, was $4,887 thousand and $3,720 thousand, respectively.

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

Cost of Sales

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

Cost of Sales

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

Vendor Rebates and Allowances

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

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

Vendor Rebates and Allowances

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

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

Total Operating Expenses

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

Total Operating Expenses

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

Advertising

The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the thirty-nine weeks ended September 28, 2017 and September 29, 2016, were $31,938 thousand and $25,404 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Condensed Consolidated Statements of Income.

Advertising

              The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the years ended December 29, 2016 and December 31, 2015, and December 25, 2014, were $33,497 thousand, $24,478 thousand and $17,359 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Consolidated Statements of Income.

Pre-Opening Expenses

The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Condensed Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the thirty-nine weeks ended September 28, 2017 and September 29, 2016, totaled $13,825 thousand, and $10,989 thousand, respectively.

Pre-Opening Expenses

              The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, totaled $13,732 thousand, $7,380 thousand, and $7,412 thousand, respectively.

Loss on Early Extinguishment of Debt

              On September 30, 2016, the Company amended its prior asset-based revolving credit facility (the "Prior ABL Facility") and terminated its prior term loan facility (the "Prior Term Loan Facility"), each with Wells Fargo Bank, N.A, dated as of May 1, 2013, as amended. The Company also terminated its prior senior secured term loan facility with GCI Capital Markets LLC, (the "GCI Facility"). For the year ended December 29, 2016, loss on early extinguishment of debt is comprised of a (1) $179 thousand prepayment penalty paid in connection with the extinguishment of the Prior Term Loan Facility of $19,833 thousand, (2) write-off of approximately $1,319 thousand of unamortized debt issuance cost and original issue discount associated with the extinguishment of the Prior Term Loan Facility and the GCI Facility, (3) write-off of approximately $162 thousand associated with the amendment of the Prior ABL Facility and (4) $153 thousand unamortized deferred debt issuance cost related to the April 15, 2016 amendment to the Prior Term Loan Facility.

Stock-Based Compensation

The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt Accounting Standards Update (“ASU”) No. 2016-09 “Improvements to Employee Share-Based Payment Accounting” in 2016 and now recognizes forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Stock-Based Compensation

              The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt ASU No. 2016-09 "Improvements to Employee Share-Based Payment Accounting" in 2016 and now recognize forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Income Taxes

              The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

              The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Segment Information

The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

Segment Information

              The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

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

                                                                                                                                                                                    

 

 

Fiscal Year Ended

 

 

 

December 25, 2014

 

December 31, 2015

 

December 29, 2016

 

Product Category

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Tile

 

$

174,271

 

 

30

%

$

244,902

 

 

31

%

$

325,433

 

 

31

%

Decorative Accessories

 

 

98,991

 

 

16

 

 

138,442

 

 

18

 

 

188,371

 

 

18

 

Accessories (Installation Materials and Tools)

 

 

91,122

 

 

16

 

 

124,162

 

 

16

 

 

165,330

 

 

16

 

Wood

 

 

90,752

 

 

16

 

 

116,999

 

 

15

 

 

142,751

 

 

14

 

Laminate / Luxury Vinyl Plank

 

 

61,817

 

 

11

 

 

77,586

 

 

10

 

 

131,447

 

 

12

 

Natural Stone

 

 

65,008

 

 

11

 

 

78,294

 

 

10

 

 

90,866

 

 

9

 

Delivery and Other

 

 

2,627

 

 

 

 

3,627

 

 

 

 

6,561

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

584,588

 

 

100

%

$

784,012

 

 

100

%

$

1,050,759

 

 

100

%

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Recent Accounting Pronouncements

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

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

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

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

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

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

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard will impact the timing and amounts of revenue recognized and the recognition of gift card breakage income. Gift card breakage income is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at our retail stores for final delivery at a later date. When implemented, the standard will impact the Company’s opening balance sheet in the first comparative period presented in the Company’s Consolidated Financial Statements. The Company plans to adopt the new standard on a modified retrospective basis during the first quarter of 2018.

Recent Accounting Pronouncements

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

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

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

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

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

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

              In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard could impact the timing and amounts of revenue recognized. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at the retail store for final delivery at a later date. The Company is continuing to evaluate the impact this standard, and related amendments and interpretive guidance, will have on its consolidated financial statements. The Company plans to adopt the new standard on a modified retrospective basis beginning December 29, 2017.

Summary of Significant Accounting Policies (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Summary of Significant Accounting Policies
 
 
Schedule of Property Plant and Equipment Estimated Useful Life
Schedule of Intangible Assets Useful Lives
Schedule of net sales by major product category
 

 

 

 

Useful Life

Furniture, fixtures and equipment

2 - 7 years

Leasehold improvements

10 - 25 years

Computer software and hardware

3 - 7 years

 

                                                                                                                                                                                    

 

 

Life

Furniture, fixtures and equipment

 

2 - 7 years

Leasehold improvements

 

10 - 25 years

Computer software and hardware

 

3 - 7 years

 

 

 

 

Useful Life

Trade names

Indefinite

Vendor relationships

10 years

 

                                                                                                                                                                                    

 

 

Useful Life

Trade names

 

Indefinite

Vendor relationships

 

10 years

 

                                                                                                                                                                                    

 

 

Fiscal Year Ended

 

 

 

December 25, 2014

 

December 31, 2015

 

December 29, 2016

 

Product Category

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Tile

 

$

174,271

 

 

30

%

$

244,902

 

 

31

%

$

325,433

 

 

31

%

Decorative Accessories

 

 

98,991

 

 

16

 

 

138,442

 

 

18

 

 

188,371

 

 

18

 

Accessories (Installation Materials and Tools)

 

 

91,122

 

 

16

 

 

124,162

 

 

16

 

 

165,330

 

 

16

 

Wood

 

 

90,752

 

 

16

 

 

116,999

 

 

15

 

 

142,751

 

 

14

 

Laminate / Luxury Vinyl Plank

 

 

61,817

 

 

11

 

 

77,586

 

 

10

 

 

131,447

 

 

12

 

Natural Stone

 

 

65,008

 

 

11

 

 

78,294

 

 

10

 

 

90,866

 

 

9

 

Delivery and Other

 

 

2,627

 

 

 

 

3,627

 

 

 

 

6,561

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

584,588

 

 

100

%

$

784,012

 

 

100

%

$

1,050,759

 

 

100

%

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Fixed Assets (Tables)
Schedule of fixed assets

              Fixed assets as of December 29, 2016 and December 31, 2015, consisted of the following (in thousands):

                                                                                                                                                                                    

 

 

2015

 

2016

 

Furniture, fixtures and equipment

 

$

60,992

 

$

90,787

 

Leasehold improvements

 

 

60,564

 

 

89,226

 

Computer software and hardware

 

 

27,831

 

 

40,699

 

​  

​  

​  

​  

Fixed assets, at cost

 

 

149,387

 

 

220,712

 

Less: accumulated depreciation and amortization

 

 

46,404

 

 

70,241

 

​  

​  

​  

​  

Fixed assets, net

 

$

102,983

 

$

150,471

 

​  

​  

​  

​  

​  

​  

​  

​  

 

Intangible Assets (Tables)

              The following summarizes the balances of intangible assets as of December 29, 2016 and December 31, 2015 (in thousands):

                                                                                                                                                                                    

 

 

2015

 

2016

 

 

 

Estimated
Useful Lives

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vendor relationships

 

10 years

 

 

319

 

 

(162

)

 

319

 

 

(194

)

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

 

 

 

109,269

 

 

 

 

109,269

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 

 

 

$

109,588

 

$

(162

)

$

109,588

 

$

(194

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

              Estimated intangible asset amortization for the next four years is as follows (in thousands):

                                                                                                                                                                                    

 

 

 

 

 

2017

 

$

32

 

2018

 

 

32

 

2019

 

 

32

 

2020

 

 

29

 

 

Income Taxes (Tables)

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

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Current expense:

 

 

 

 

 

 

 

 

 

 

Federal

 

$

9,081

 

$

13,183

 

$

14,588

 

State

 

 

1,979

 

 

2,552

 

 

2,422

 

​  

​  

​  

​  

​  

​  

Total current expense

 

 

11,060

 

 

15,735

 

 

17,010

 

​  

​  

​  

​  

​  

​  

Deferred (benefit)/expense:

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(680

)

 

553

 

 

(4,765

)

State

 

 

(746

)

 

(89

)

 

(771

)

​  

​  

​  

​  

​  

​  

Total deferred (benefit)/expense

 

 

(1,426

)

 

464

 

 

(5,536

)

​  

​  

​  

​  

​  

​  

 

 

$

9,634

 

$

16,199

 

$

11,474

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

              The following is a summary of the differences between the total provision for income taxes as shown on the financial statements and the provision for income taxes that would result from applying the federal statutory tax rate of 35% to income before income taxes (in thousands).

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Computed "expected" provision at statutory rate

 

$

8,656

 

$

15,052

 

$

19,080

 

State income taxes, net of federal income tax benefit

 

 

801

 

 

1,594

 

 

1,073

 

Permanent differences:

 

 

 

 

 

 

 

 

 

 

Non-qualified option holder dividend equivalent

 

 

 

 

 

 

(7,877

)

Other

 

 

96

 

 

113

 

 

(4

)

​  

​  

​  

​  

​  

​  

Total permanent differences

 

 

96

 

 

113

 

 

(7,881

)

Other, net

 

 

81

 

 

(560

)

 

(798

)

​  

​  

​  

​  

​  

​  

Provision for income taxes

 

$

9,634

 

$

16,199

 

$

11,474

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

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

                                                                                                                                                                                    

 

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Deferred tax assets:

 

 

 

 

 

 

 

Accruals not currently deductible for tax purposes

 

$

10,314

 

$

14,342

 

Tenant improvement allowances

 

 

6,162

 

 

7,690

 

Inventories

 

 

3,459

 

 

4,050

 

Stock based compensation

 

 

2,997

 

 

4,179

 

Other intangibles

 

 

761

 

 

693

 

Gift card liability

 

 

820

 

 

858

 

Litigation accrual

 

 

 

 

5,299

 

Other

 

 

89

 

 

47

 

​  

​  

​  

​  

Total deferred tax assets

 

 

24,602

 

 

37,158

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Intangible assets

 

 

(41,095

)

 

(41,269

)

Fixed assets

 

 

(16,907

)

 

(23,650

)

Other

 

 

(324

)

 

(504

)

​  

​  

​  

​  

Total deferred tax liabilities

 

 

(58,326

)

 

(65,423

)

​  

​  

​  

​  

Net deferred tax liabilities

 

$

(33,724

)

$

(28,265

)

​  

​  

​  

​  

​  

​  

​  

​  

 

Derivatives and Risk Management (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016

Hedge Position as of September 28, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

1,021

 

Hedge Position as of December 29, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 —

 

Hedge Position as of December 29, 2016:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI, Net
of Tax

 

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 

$

 

$

 

Hedge Position as of December 31, 2015:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI,
Net of
Tax

 

Interest rate swaps (cash flow hedges)

 

$

35,000

 

U.S. dollars

 

January 2017

 

$

 

$

(160

)

$

(100

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

 

Other Comprehensive (Loss) Income

 

 

Thirteen Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(121)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 

$

 —

 

$

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

Other Comprehensive (Loss) Income

 

 

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(887)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 —

 

$

 —

 

$

67

 

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

                                                                                                                                                                                    

 

 

Effective Portion
Reclassified From
AOCI to Earnings

 

Effective Portion
Recognized in Other
Comprehensive Income

 

 

 

Fiscal Year Ended

 

(in thousands)

 

2014

 

2015

 

2016

 

2014

 

2015

 

2016

 

Interest rate caps (cash flow hedges)

 

$

 

$

 

$

 

$

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

 

$

 

$

 

$

14

 

$

43

 

$

100

 

 

Commitments and Contingencies (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Schedule of future minimum lease payment

 

 

 

 

(in thousands)

    

Amount

Thirteen weeks ended December 28, 2017

 

$

18,100

2018

 

 

81,967

2019

 

 

92,825

2020

 

 

91,135

2021

 

 

87,128

Thereafter

 

 

564,361

Total minimum lease payments

 

$

935,516

 

Schedule of future minimum lease payment

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 29, 2016, are (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

63,340

 

2018

 

 

71,913

 

2019

 

 

73,580

 

2020

 

 

71,598

 

2021

 

 

67,875

 

Thereafter

 

 

369,231

 

​  

​  

Total minimum lease payments

 

$

717,537

 

​  

​  

​  

​  

 

Debt (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Debt
 
 
Schedule of Long Term Debt
Schedule of Maturities of Debt
 
Schedule of fair value debt
 

 

 

 

 

 

 

 

 

    

September 28,

    

December 29,

(in thousands)

 

2017

 

2016

Total debt at par value

 

$

191,475

 

$

400,000

Less: unamortized discount and debt issuance costs

 

 

4,056

 

 

9,257

Net carrying amount

 

$

187,419

 

$

390,743

Fair value

 

$

191,858

 

$

400,000

 

              The following table summarizes our long-term debt as of December 29, 2016 and December 31, 2015 (dollars in thousands):

                                                                                                                                                                                    

 

 

Maturity
Date

 

Interest Rate Per
Annum at
December 29,
2016

 

December 31,
2015

 

December 29,
2016

 

Credit Facilities:

 

 

 

 

 

 

 

 

 

 

 

Term Loan Facility           

 

September 30, 2023

 

5.25% Variable

 

$

 

$

350,000

 

ABL Facility

 

September 30, 2021

 

2.08% Variable

 

 

92,900

 

 

50,000

 

Prior Term Loan Facility

 

July 2, 2019

 

3.30% Variable

 

 

8,333

 

 

 

GCI Facility

 

May 1, 2019

 

7.75% Variable

 

 

78,000

 

 

 

​  

​  

​  

​  

Total secured debt

 

 

 

 

 

$

179,233

 

$

400,000

 

Less: current maturities

 

 

 

 

 

 

1,267

 

 

3,500

 

​  

​  

​  

​  

Long-term debt maturities

 

 

 

 

 

 

177,966

 

 

396,500

 

Less: unamortized discount and debt issuance costs

 

 

 

 

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Total long-term debt

 

 

 

 

 

$

176,323

 

$

387,243

 

​  

​  

​  

​  

​  

​  

​  

​  

 

              The following table summarizes scheduled maturities of our debt, including current maturities, as of December 29, 2016 (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

3,500

 

2018

 

 

3,500

 

2019

 

 

3,500

 

2020

 

 

4,375

 

2021

 

 

52,625

 

Thereafter

 

 

332,500

 

​  

​  

Total minimum debt payments

 

$

400,000

 

​  

​  

​  

​  

 

At December 29, 2016 and December 31, 2015, the fair values of the Company's debt are as follows (in thousands):

                                                                                                                                                                                    

 

 

December 31,
2015

 

December 29,
2016

 

Total debt at par value

 

$

179,233

 

$

400,000

 

Less: unamortized discount and debt issuance costs

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Net carry amount

 

$

177,590

 

$

390,743

 

Fair value

 

$

179,413

 

$

400,000

 

 

Stockholders' Equity (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Stockholders' Equity
 
 
Schedule of fair value of stock option awards granted
 
Schedule of changes in the number of shares of common stock under option

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Risk-free interest rate

 

 

2.09

%

 

1.93

%

 

1.43

%

Expected volatility

 

 

46

%

 

49

%

 

40

%

Expected life (in years)

 

 

6.49

 

 

6.92

 

 

6.50

 

Dividend yield

 

 

0

%

 

0

%

 

0

%

 

 

 

 

 

    

Stock Options

Outstanding at December 29, 2016

 

11,979,111

Granted

 

1,272,156

Exercised

 

(1,004,322)

Forfeited or expired

 

(159,687)

Outstanding at September 28, 2017

 

12,087,258

 

                                                                                                                                                                                    

 

 

Options

 

Weighted
Average
Exercise
Price

 

Options
Exercisable
at End
of Year

 

Weighted
Average
Exercise Price
of Exercisable
Options

 

Weighted
Average Fair
Value/Share of
Options
Granted During
the Year

 

Outstanding at December 26, 2013

 

 

10,714,356

 

$

4.09

 

 

3,471,150

 

$

3.64

 

 

 

Granted

 

 

748,553

 

$

7.69

 

 

 

 

 

$

3.72

 

Exercised

 

 

(201,137

)

$

3.28

 

 

 

 

 

 

 

Forfeited or expired

 

 

(1,737,506

)

$

4.06

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 25, 2014

 

 

9,524,266

 

$

4.40

 

 

4,608,462

 

$

3.85

 

 

 

Granted

 

 

1,378,355

 

$

8.07

 

 

 

 

 

$

4.12

 

Exercised

 

 

(5,149

)

$

7.69

 

 

 

 

 

 

 

Forfeited or expired

 

 

(437,353

)

$

7.16

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 31, 2015

 

 

10,460,119

 

$

4.77

 

 

6,656,524

 

$

4.00

 

 

 

Granted

 

 

2,025,535

 

$

9.94

 

 

 

 

 

$

4.13

 

Exercised

 

 

(145,140

)

$

3.48

 

 

 

 

 

 

 

Forfeited or expired

 

 

(361,403

)

$

6.65

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 29, 2016

 

 

11,979,111

 

$

5.34

 

 

8,151,056

 

$

4.20

 

 

 

​  

​  

​  

​  

 

Earnings Per Share (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands, except share and per share data)

 

2017

    

2016

 

2017

    

2016

Net income

 

$

23,255

 

$

14,219

 

$

54,812

 

$

26,332

Basic weighted average shares outstanding

 

 

94,439,204

 

 

83,457,037

 

 

89,613,542

 

 

83,405,904

Dilutive effect of share based awards

 

 

9,460,398

 

 

4,911,652

 

 

8,452,267

 

 

4,846,287

Diluted weighted average shares outstanding

 

 

103,899,602

 

 

88,368,689

 

 

98,065,809

 

 

88,252,191

Basic earnings per share

 

$

0.25

 

$

0.17

 

$

0.61

 

$

0.32

Diluted earnings per share

 

$

0.22

 

$

0.16

 

$

0.56

 

$

0.30

 

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Net income (in thousands)

 

$

15,098

 

$

26,807

 

$

43,039

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic weighted average shares outstanding

 

 

83,222,330

 

 

83,365,218

 

 

83,432,157

 

Dilutive effect of share based awards

 

 

2,429,419

 

 

2,915,689

 

 

4,998,830

 

​  

​  

​  

​  

​  

​  

Diluted weighted average shares outstanding

 

 

85,651,749

 

 

86,280,907

 

 

88,430,987

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic earnings per share

 

$

0.18

 

$

0.32

 

$

0.52

 

Diluted earnings per share

 

$

0.18

 

$

0.31

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

 

 

2017

 

2016

 

2017

 

2016

Stock Options

 

11,664

 

1,903,466

 

717,685

 

2,332,976

 

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Stock Options

 

 

1,536,690

 

 

1,856,579

 

 

2,003,651

 

 

Unaudited Earnings Per Share Pro Forma for Dividend (Tables)
Schedule of pro forma basic and diluted earnings per share pro forma for dividend

                                                                                                                                                                                    

 

 

Year Ended
December 29,
2016

 

Net income (in thousands except share and per share amounts)

 

$

43,039

 

Amount of dividends

 

$

225,000

 

​  

​  

Excess of dividends over net income

 

$

(181,961

)

Number of shares required to be issued at $21.00 per share to pay excess of dividends over net income

 

 

8,664,810

 

Basic weighted average shares outstanding

 

 

83,432,157

 

Pro forma basic weighted average shares outstanding

 

 

92,096,967

 

Pro forma basic earnings per share

 

$

0.47

 

​  

​  

​  

​  

Dilutive weighted average shares outstanding

 

 

88,430,987

 

Pro forma dilutive weighted average shares outstanding

 

 

97,095,797

 

​  

​  

​  

​  

Pro forma dilutive earnings per share

 

$

0.44

 

​  

​  

​  

​  

 

Accrued Expenses (Tables)
Schedule of accrued expenses

Accrued expenses consist of the following (in thousands):

                                                                                                                                                                                    

 

 

 

 

 

 

 

 

 

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Accrued incentive compensation

 

$

9,236

 

$

14,799

 

Accrued legal fees

 

 

183

 

 

13,642

 

Other

 

 

26,422

 

 

33,064

 

​  

​  

​  

​  

Accrued expenses

 

$

35,841

 

$

61,505

 

​  

​  

​  

​  

 

Summary of Significant Accounting Policies (Details)
9 Months Ended 12 Months Ended
Sep. 28, 2017
segment
state
facility
Dec. 29, 2016
segment
facility
state
Dec. 31, 2015
Dec. 25, 2014
Number of reportable segments
 
 
Number of states with facilities
20 
17 
 
 
Number of distribution centers
 
 
 
Fiscal year period
 
364 days 
371 days 
364 days 
Warehouse Format Store [Member]
 
 
 
 
Number of stores
80 
69 
 
 
Area of facility
73,000 
72,000 
 
 
Small Format Store [Member]
 
 
 
 
Number of stores
 
 
Summary of Significant Accounting Policies - Receivables and Assets (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Sep. 28, 2017
Vendor Relationships
Dec. 29, 2016
Vendor Relationships
Sep. 28, 2017
Minimum
Furniture, fixtures and equipment
Dec. 29, 2016
Minimum
Furniture, fixtures and equipment
Sep. 28, 2017
Minimum
Leasehold improvements
Dec. 29, 2016
Minimum
Leasehold improvements
Sep. 28, 2017
Minimum
Computer software and hardware
Dec. 29, 2016
Minimum
Computer software and hardware
Sep. 28, 2017
Maximum
Furniture, fixtures and equipment
Dec. 29, 2016
Maximum
Furniture, fixtures and equipment
Sep. 28, 2017
Maximum
Leasehold improvements
Dec. 29, 2016
Maximum
Leasehold improvements
Sep. 28, 2017
Maximum
Computer software and hardware
Dec. 29, 2016
Maximum
Computer software and hardware
Receivables
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$ 257 
$ 188 
$ 133 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory Valuation and Shrinkage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory valuation reserves
$ 3,357 
$ 2,449 
$ 2,476 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Useful life
 
 
 
 
 
2 years 
2 years 
10 years 
10 years 
3 years 
3 years 
7 years 
7 years 
25 years 
25 years 
7 years 
7 years 
Goodwill and Other Indefinite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Useful Life
 
 
 
10 years 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Insurance and Revenues (Details) (USD $)
3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Sep. 28, 2017
Selling and store operating expenses and pre-opening expenses
Sep. 29, 2016
Selling and store operating expenses and pre-opening expenses
Dec. 29, 2016
Selling and store operating expenses and pre-opening expenses
Dec. 31, 2015
Selling and store operating expenses and pre-opening expenses
Dec. 25, 2014
Selling and store operating expenses and pre-opening expenses
Nov. 30, 2016
Interest Rate Cap
derivative
Nov. 24, 2016
Interest Rate Cap
derivative
Dec. 26, 2013
Interest Rate Swap
derivative
Sep. 28, 2017
Minimum
Dec. 29, 2016
Minimum
Sep. 28, 2017
Maximum
Dec. 29, 2016
Maximum
Dec. 29, 2016
Workers' compensation
Dec. 29, 2016
General liability
Self-Insurance Reserves
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum loss before additional coverage applies
 
 
$ 7,000,000 
 
$ 5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per occurrence deductible
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
250,000 
150,000 
Derivative Financial Instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of derivatives designated cash flow hedges entered into during period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow hedge ineffectiveness during the period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue Recognition and Gift Cards
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of days customers may store merchandise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 days 
14 days 
 
 
Gift card breakage income
 
 
568,000 
452,000 
627,000 
511,000 
355,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales Returns and Allowances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for sales returns
6,892,000 
 
6,892,000 
 
4,887,000 
3,720,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising and Pre-opening Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising expense
 
 
 
 
 
 
 
31,938,000 
25,404,000 
33,497,000 
24,478,000 
17,359,000 
 
 
 
 
 
 
 
 
 
Period prior to store opening or relocation that pre-opening expenses begin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 months 
3 months 
6 months 
6 months 
 
 
Pre-opening expenses
$ 6,700,000 
$ 5,046,000 
$ 13,825,000 
$ 10,989,000 
$ 13,732,000 
$ 7,380,000 
$ 7,412,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Loss on Early Extinguishment of Debt (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Dec. 29, 2016
Prior Term Loan Facility
Dec. 29, 2016
Prior Term Loan Facility And GCI Facility
Dec. 29, 2016
ABL Facility
Sep. 28, 2017
Minimum
Dec. 29, 2016
Minimum
Sep. 28, 2017
Maximum
Dec. 29, 2016
Maximum
Loss on Early Extinguishment of Debt
 
 
 
 
 
 
 
 
 
 
Payments of Debt Extinguishment Costs
$ 179 
$ 0 
$ 0 
$ 179 
 
 
 
 
 
 
Extinguishment of Debt, Amount
 
 
 
19,833 
 
 
 
 
 
 
Write-off of deferred debt issuance costs on extinguishment of debt
 
 
 
$ 153 
$ 1,319 
$ 162 
 
 
 
 
Stock-Based Compensation
 
 
 
 
 
 
 
 
 
 
Period of vesting provision
 
 
 
 
 
 
3 years 
3 years 
5 years 
5 years 
Summary of Significant Accounting Policies - Segment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
segment
Sep. 29, 2016
Dec. 29, 2016
segment
Dec. 31, 2015
Dec. 25, 2014
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Number of reportable segments
 
 
 
 
 
Net sales
$ 343,923 
$ 271,311 
$ 995,266 
$ 772,465 
$ 1,050,759 
$ 784,012 
$ 584,588 
Net sales (as a percentage)
 
 
 
 
100.00% 
100.00% 
100.00% 
Tile
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
325,433 
244,902 
174,271 
Net sales (as a percentage)
 
 
 
 
31.00% 
31.00% 
30.00% 
Decorative Accessories
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
188,371 
138,442 
98,991 
Net sales (as a percentage)
 
 
 
 
18.00% 
18.00% 
16.00% 
Accessories Installation Materials and Tools
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
165,330 
124,162 
91,122 
Net sales (as a percentage)
 
 
 
 
16.00% 
16.00% 
16.00% 
Wood
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
142,751 
116,999 
90,752 
Net sales (as a percentage)
 
 
 
 
14.00% 
15.00% 
16.00% 
Laminate Luxury Vinyl Plank
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
131,447 
77,586 
61,817 
Net sales (as a percentage)
 
 
 
 
12.00% 
10.00% 
11.00% 
Natural Stone
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
90,866 
78,294 
65,008 
Net sales (as a percentage)
 
 
 
 
9.00% 
10.00% 
11.00% 
Delivery and Other
 
 
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
 
 
Net sales
 
 
 
 
$ 6,561 
$ 3,627 
$ 2,627 
Net sales (as a percentage)
 
 
 
 
0.00% 
0.00% 
0.00% 
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) (Accounting Standards Update 2016-09 [Member], USD $)
In Thousands, unless otherwise specified
Jan. 1, 2016
Retained earnings
 
Cumulative effect of adoption
$ (148)
Additional paid-in capital
 
Cumulative effect of adoption
$ 238 
Fixed Assets (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Sep. 28, 2017
Property, Plant and Equipment [Line Items]
 
 
 
 
Fixed assets, at cost
$ 220,712 
$ 149,387 
 
 
Less: accumulated depreciation and amortization
70,241 
46,404 
 
 
Fixed assets, net
150,471 
102,983 
 
200,400 
Depreciation and amortization
27,459 
18,531 
12,512 
 
Furniture, fixtures and equipment
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
Fixed assets, at cost
90,787 
60,992 
 
 
Leasehold improvements
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
Fixed assets, at cost
89,226 
60,564 
 
 
Computer software and hardware
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
Fixed assets, at cost
$ 40,699 
$ 27,831 
 
 
Intangible Assets - Summary (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 9 Months Ended 12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Dec. 29, 2016
Trade Names
Dec. 31, 2015
Trade Names
Sep. 28, 2017
Vendor Relationships
Dec. 29, 2016
Vendor Relationships
Dec. 31, 2015
Vendor Relationships
Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Estimated Useful Lives
 
 
 
 
 
10 years 
10 years 
 
Gross Carrying Amount
 
 
 
 
 
 
$ 319 
$ 319 
Accumulated Amortization
(194)
(162)
 
 
 
 
(194)
(162)
Gross Carrying Amount
 
 
 
109,269 
109,269 
 
 
 
Total
109,588 
109,588 
 
 
 
 
 
 
Amortization of Intangible Assets
$ 32 
$ 327 
$ 356 
 
 
 
 
 
Intangible Assets - Amortization (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 29, 2016
Estimated future intangible asset amortization
 
2017
$ 32 
2018
32 
2019
32 
2020
$ 29 
Income Taxes (Provision for Income Taxes) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Current expense:
 
 
 
 
 
 
 
Federal
 
 
 
 
$ 14,588 
$ 13,183 
$ 9,081 
State
 
 
 
 
2,422 
2,552 
1,979 
Total current expense
 
 
 
 
17,010 
15,735 
11,060 
Deferred (benefit)/expense:
 
 
 
 
 
 
 
Federal
 
 
 
 
(4,765)
553 
(680)
State
 
 
 
 
(771)
(89)
(746)
Total deferred (benefit)/expense
 
 
 
 
(5,536)
464 
(1,426)
Provision for income taxes
$ 2,731 
$ 7,949 
$ 13,739 
$ 15,312 
$ 11,474 
$ 16,199 
$ 9,634 
Income Taxes (Summary of Differences Between Provision for Income Taxes) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Income Taxes
 
 
 
 
 
 
 
Computed "expected" provision at statutory rate
 
 
 
 
$ 19,080 
$ 15,052 
$ 8,656 
State income taxes, net of federal income tax benefit
 
 
 
 
1,073 
1,594 
801 
Non-qualified option holder dividend equivalent
 
 
 
 
(7,877)
Other
 
 
 
 
(4)
113 
96 
Total permanent differences
 
 
 
 
(7,881)
113 
96 
Other, net
 
 
 
 
(798)
(560)
81 
Provision for income taxes
$ 2,731 
$ 7,949 
$ 13,739 
$ 15,312 
$ 11,474 
$ 16,199 
$ 9,634 
Income Taxes (Summary of Deferred Tax Assets and Liabilities) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 29, 2016
Dec. 31, 2015
Components of Deferred Tax Assets [Abstract]
 
 
Accruals not currently deductible for tax purposes
$ 14,342 
$ 10,314 
Tenant improvement allowances
7,690 
6,162 
Inventories
4,050 
3,459 
Stock based compensation
4,179 
2,997 
Other intangibles
693 
761 
Gift card liability
858 
820 
Litigation accrual
5,299 
Other
47 
89 
Total deferred tax assets
37,158 
24,602 
Components of Deferred Tax Liabilities [Abstract]
 
 
Intangible assets
(41,269)
(41,095)
Fixed assets
(23,650)
(16,907)
Other
(504)
(324)
Total deferred tax liabilities
(65,423)
(58,326)
Net deferred tax liabilities
$ (28,265)
$ (33,724)
Income Taxes (Narrative) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Income Taxes
 
 
 
State Benefit Related to Dividend Payment
$ 597 
 
 
Valuation allowance
 
Unrecognized Tax Benefits
189 
Unrecognized Tax Benefits that Would Favorably Impact the Effective Tax Rate
$ 0 
$ 0 
$ 136 
Derivatives and Risk Management (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
AOCI, Net of tax
$ (711)
 
$ (711)
 
$ 176 
$ (100)
 
Interest Rate Swap |
Cash Flow Hedging
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Notional amount
 
 
 
 
17,500 
35,000 
 
AOCI, Net of tax
 
 
 
 
(100)
 
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) reclassified from AOCI to earnings, effective Portion
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) recognition in other comprehensive loss, effective portion
44 
67 
100 
43 
14 
Interest Rate Swap |
Cash Flow Hedging |
Other Noncurrent Assets
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Derivative Asset, Noncurrent
 
 
 
 
 
Interest Rate Swap |
Cash Flow Hedging |
Other Noncurrent Liabilities
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Derivative Liability, Noncurrent
 
 
 
 
(160)
 
Interest Rate Cap |
Cash Flow Hedging
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Notional amount
205,000 
 
205,000 
 
205,000 
 
 
AOCI, Net of tax
 
 
 
 
176 
 
 
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) reclassified from AOCI to earnings, effective Portion
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) recognition in other comprehensive loss, effective portion
(121)
(887)
176 
Interest Rate Cap |
Cash Flow Hedging |
Other Noncurrent Assets
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Derivative Asset, Noncurrent
1,021 
 
1,021 
 
2,473 
 
 
Interest Rate Cap |
Cash Flow Hedging |
Other Noncurrent Liabilities
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Derivative Liability, Noncurrent
 
 
 
 
$ 0 
 
 
Commitments and Contingencies (Details) (USD $)
0 Months Ended 9 Months Ended 12 Months Ended
Dec. 11, 2015
plaintiff
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
item
Dec. 31, 2015
Dec. 25, 2014
Jun. 30, 2016
Future minimum lease payments under non cancelable operating leases
 
 
 
 
 
 
 
2017
 
 
 
$ 63,340,000 
 
 
 
2018
 
81,967,000 
 
71,913,000 
 
 
 
2019
 
92,825,000 
 
73,580,000 
 
 
 
2020
 
91,135,000 
 
71,598,000 
 
 
 
2021
 
87,128,000 
 
67,875,000 
 
 
 
Thereafter
 
564,361,000 
 
369,231,000 
 
 
 
Total minimum lease payments
 
935,516,000 
 
717,537,000 
 
 
 
Lease expense
 
51,956,000 
39,211,000 
53,899,000 
41,756,000 
29,774,000 
 
Litigation
 
 
 
 
 
 
 
Number of plaintiffs
 
 
 
 
 
 
Estimable and probable loss accrued
 
 
 
 
 
 
14,000,000 
Receivables to offset to litigation settlement expense
 
 
 
$ 3,500,000 
 
 
 
Number of members excluded from the settlement
 
 
 
 
 
 
Debt - Summary of Long-term Debt (Details) (USD $)
9 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Mar. 31, 2017
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Dec. 29, 2016
Term Loan Facility
Dec. 31, 2015
Term Loan Facility
Dec. 29, 2016
Term Loan Facility
Base Rate [Member]
Dec. 29, 2016
Term Loan Facility
London Interbank Offered Rate (LIBOR) [Member]
Dec. 29, 2016
Term Loan Facility
Federal Funds Rate [Member]
Dec. 29, 2016
ABL Facility
Dec. 31, 2015
ABL Facility
Dec. 29, 2016
ABL Facility
Federal Funds Rate [Member]
Dec. 29, 2016
Prior Term Loan Facility
Dec. 31, 2015
Prior Term Loan Facility
Dec. 29, 2016
Prior Term Loan Facility And GCI Facility
Dec. 29, 2016
GCI Facility
Dec. 31, 2015
GCI Facility
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt at par value
$ 191,475,000 
 
$ 400,000,000 
$ 179,233,000 
 
 
 
$ 350,000,000 
$ 0 
 
 
 
$ 50,000,000 
$ 92,900,000 
 
$ 0 
$ 8,333,000 
 
$ 0 
$ 78,000,000 
Less: current maturities
 
 
3,500,000 
1,267,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt maturities
 
 
396,500,000 
177,966,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: unamortized discount and debt issuance costs
4,056,000 
 
9,257,000 
1,643,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total long-term debt
 
 
387,243,000 
176,323,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate per Annum
 
 
 
 
 
 
 
5.25% 
 
 
 
 
2.08% 
 
 
3.30% 
 
 
7.75% 
 
Term loan face amount
 
 
 
 
 
350,000,000 
 
 
 
 
 
 
200,000,000 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
(162,000)
 
 
 
 
1,319,000 
 
 
Debt issuance costs
993,000 
199,000 
10,546,000 
93,000 
208,000 
 
 
10,347,000 
 
 
 
 
 
 
 
 
 
 
 
 
Quarterly repayment amount
 
 
 
 
 
 
 
$ 875,000 
 
 
 
 
 
 
 
 
 
 
 
 
Variable interest rate (as a percent)
 
 
 
 
 
 
 
 
 
3.25% 
4.25% 
0.50% 
 
 
0.50% 
 
 
 
 
 
LIBOR floor (as a percent)
 
 
 
 
 
 
1.00% 
1.00% 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
Debt - Debt Maturities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Debt
 
 
 
2017
 
$ 3,500 
 
2018
 
3,500 
 
2019
 
3,500 
 
2020
 
4,375 
 
2021
 
52,625 
 
Thereafter
 
332,500 
 
Total minimum debt payments
$ 191,475 
$ 400,000 
$ 179,233 
Debt - ABL Facility (Details) (USD $)
12 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended
Dec. 29, 2016
ABL Facility
Dec. 29, 2016
ABL Facility
Standby Letters of Credit [Member]
Mar. 31, 2017
Base Rate [Member]
Minimum
Mar. 30, 2017
Base Rate [Member]
Minimum
Mar. 31, 2017
Base Rate [Member]
Maximum
Mar. 30, 2017
Base Rate [Member]
Maximum
Dec. 29, 2016
Base Rate [Member]
ABL Facility
Minimum
Dec. 29, 2016
Base Rate [Member]
ABL Facility
Maximum
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Minimum
Mar. 30, 2017
London Interbank Offered Rate (LIBOR) [Member]
Minimum
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Maximum
Mar. 30, 2017
London Interbank Offered Rate (LIBOR) [Member]
Maximum
Dec. 29, 2016
London Interbank Offered Rate (LIBOR) [Member]
ABL Facility
Minimum
Dec. 29, 2016
London Interbank Offered Rate (LIBOR) [Member]
ABL Facility
Maximum
Dec. 29, 2016
Federal Funds Rate [Member]
ABL Facility
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving Line of Credit
$ 200,000,000 
$ 30,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eligible Percent Of Trade Receivables
85.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable interest rate (as a percent)
 
 
2.00% 
2.75% 
2.50% 
3.25% 
0.25% 
0.50% 
 
3.00% 
3.75% 
3.50% 
4.25% 
1.25% 
1.50% 
0.50% 
Debt Instrument Variable Rate Floor
1.00% 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
Available borrowing capacity
121,719,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding letters of credit
10,119,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowing Requirement Of Credit Facility Percent Of Availability
90.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Maintenance Covenants
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt - Deferred Debt Issuance Cost And Original Issue Discount (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Debt Instrument [Line Items]
 
 
 
Amortization expense
$ 954 
$ 692 
$ 656 
Term Loan Facility
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance costs
9,257 
 
 
ABL Facility
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance costs
1,274 
930 
 
Prior Term Loan Facility And GCI Facility
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance costs
 
$ 1,644 
 
Debt - Fair Value of Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Debt Instrument [Line Items]
 
 
 
Total debt at par value
$ 191,475 
$ 400,000 
$ 179,233 
Less: unamortized discount and debt issuance costs
4,056 
9,257 
1,643 
Net carrying amount
187,419 
390,743 
177,590 
Level 3
 
 
 
Debt Instrument [Line Items]
 
 
 
Fair value
$ 191,858 
$ 400,000 
$ 179,413 
Stockholders' Equity (Conversion Features) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 29, 2016
Stockholders' Equity
 
Conversion threshold minimum proceeds from initial public offering issuance
$ 75.0 
Conversion threshold minimum public offering price per share
$ 1,000 
Conversion threshold minimum public offering price per share adjusted by dividends
$ 916 
Stockholders' Equity (Stock Options) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 9 Months Ended 12 Months Ended
Apr. 13, 2017
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Jul. 25, 2017
Apr. 13, 2017
Dec. 26, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Options authorized for grant
 
 
12,520,407 
10,780,970 
 
 
5,000,000 
 
Options available for grant
 
 
179,575 
104,269 
 
 
 
 
Options
 
 
 
 
 
 
 
 
Outstanding at the beginning of period
 
11,979,111 
10,460,119 
9,524,266 
10,714,356 
 
 
 
Granted
1,254,465 
1,272,156 
2,025,535 
1,378,355 
748,553 
 
 
 
Exercised
 
(1,004,322)
(145,140)
(5,149)
(201,137)
 
 
 
Forfeited or expired
 
(159,687)
(361,403)
(437,353)
(1,737,506)
 
 
 
Outstanding at the end of period
 
12,087,258 
11,979,111 
10,460,119 
9,524,266 
 
 
 
Weighted Average Exercise Price
 
 
 
 
 
 
 
 
Outstanding at the beginning of period
 
$ 5.34 
$ 4.77 
$ 4.40 
$ 4.09 
 
 
 
Granted
 
 
$ 9.94 
$ 8.07 
$ 7.69 
 
 
 
Exercised
 
 
$ 3.48 
$ 7.69 
$ 3.28 
 
 
 
Forfeited or expired
 
 
$ 6.65 
$ 7.16 
$ 4.06 
 
 
 
Outstanding at the end of period
 
 
$ 5.34 
$ 4.77 
$ 4.40 
 
 
 
Additional Disclosures
 
 
 
 
 
 
 
 
Options Exercisable at End of Year
 
 
8,151,056 
6,656,524 
4,608,462 
 
 
3,471,150 
Weighted Average Exercise Price of Exercisable Options
 
 
$ 4.20 
$ 4.00 
$ 3.85 
 
 
$ 3.64 
Weighted Average Fair Value/Share of Options Granted During the Year
 
 
$ 4.13 
$ 4.12 
$ 3.72 
 
 
 
Share price
 
 
$ 9.99 
 
 
$ 40.00 
 
 
Options exercised, intrinsic value
 
 
$ 942 
$ 11 
 
 
 
 
Options outstanding, aggregate intrinsic value
 
 
55,759 
 
 
 
 
 
Options outstanding, weighted-average remaining contractual life
 
 
6 years 2 months 12 days 
 
 
 
 
 
Options exercisable, aggregate intrinsic value
 
 
47,218 
 
 
 
 
 
Options exercisable, weighted-average remaining contractual life
 
 
5 years 1 month 6 days 
 
 
 
 
 
Unrecognized compensation cost amount
 
 
$ 12,577 
 
 
 
 
 
Unrecognized compensation cost period for recognition
 
 
3 years 10 months 24 days 
 
 
 
 
 
Stock options
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Risk free interest rate
 
 
1.43% 
1.93% 
2.09% 
 
 
 
Expected volatility
 
 
40.00% 
49.00% 
46.00% 
 
 
 
Expected life (in years)
 
 
6 years 6 months 
6 years 11 months 1 day 
6 years 5 months 27 days 
 
 
 
Dividend yield
 
 
0.00% 
0.00% 
0.00% 
 
 
 
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Earnings Per Share
 
 
 
 
 
 
 
Net income (in thousands)
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Basic weighted average shares outstanding
94,439,204 
83,457,037 
89,613,542 
83,405,904 
83,432,157 
83,365,218 
83,222,330 
Dilutive effect of share based awards
9,460,398 
4,911,652 
8,452,267 
4,846,287 
4,998,830 
2,915,689 
2,429,419 
Diluted weighted average shares outstanding
103,899,602 
88,368,689 
98,065,809 
88,252,191 
88,430,987 
86,280,907 
85,651,749 
Basic earnings per share
$ 0.25 
$ 0.17 
$ 0.61 
$ 0.32 
$ 0.52 
$ 0.32 
$ 0.18 
Diluted earnings per share
$ 0.22 
$ 0.16 
$ 0.56 
$ 0.30 
$ 0.49 
$ 0.31 
$ 0.18 
Earnings Per Share - Dilutive effects of share based awards (Details) (Stock options)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Stock options
 
 
 
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
 
 
 
Anti-dilutive shares excluded from the computation of diluted earnings (per share)
11,664 
1,903,466 
717,685 
2,332,976 
2,003,651 
1,856,579 
1,536,690 
Unaudited Earnings Per Share Pro Forma for Dividend (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Jul. 25, 2017
May 2, 2017
IPO
Class A Common Stock
Dec. 29, 2016
IPO
Class A Common Stock
Share price
 
 
 
 
$ 9.99 
 
 
$ 40.00 
$ 21.00 
$ 21.00 
Net income
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
 
 
 
Amount of dividends
 
 
 
 
225,000 
 
 
 
 
 
Excess of dividends over net income
 
 
 
 
$ (181,961)
 
 
 
 
 
Number of shares required to be issued at $21.00 per share to pay excess of dividends over net income
 
 
 
 
8,664,810 
 
 
 
 
 
Basic weighted average shares outstanding
94,439,204 
83,457,037 
89,613,542 
83,405,904 
83,432,157 
83,365,218 
83,222,330 
 
 
 
Pro forma basic weighted average shares outstanding
 
 
 
 
92,096,967 
 
 
 
 
 
Pro forma basic earnings per share
 
 
 
 
$ 0.47 
 
 
 
 
 
Dilutive weighted average shares outstanding
103,899,602 
88,368,689 
98,065,809 
88,252,191 
88,430,987 
86,280,907 
85,651,749 
 
 
 
Pro forma dilutive weighted average shares outstanding
 
 
 
 
97,095,797 
 
 
 
 
 
Pro forma dilutive earnings per share
 
 
 
 
$ 0.44 
 
 
 
 
 
Accrued Expenses (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Accrued Expenses
 
 
 
Accrued incentive compensation
 
$ 14,799 
$ 9,236 
Accrued legal fees
 
13,642 
183 
Other
 
33,064 
26,422 
Accrued expenses
$ 65,878 
$ 61,505 
$ 35,841 
Subsequent Events (Details)
0 Months Ended
Apr. 24, 2017
Subsequent Event [Line Items]
 
Stock split conversion ratio
321.820 
Subsequent Event
 
Subsequent Event [Line Items]
 
Stock split conversion ratio
321.820 
SCHEDULE I - Parent Company Information - Condensed Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Dec. 26, 2013
Current assets:
 
 
 
 
 
Total current assets
$ 456,307 
$ 336,215 
$ 305,190 
 
 
Long-term assets:
 
 
 
 
 
Total long-term assets
544,624 
494,951 
443,698 
 
 
Total assets
1,000,931 
831,166 
748,888 
 
 
Current liabilities:
 
 
 
 
 
Total current liabilities
344,224 
243,714 
196,574 
 
 
Total liabilities
612,760 
696,883 
436,523 
 
 
Capital stock:
 
 
 
 
 
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at March 30, 2017 and December 29, 2016
 
 
Additional paid-in capital
317,213 
117,270 
264,288 
 
 
Accumulated other comprehensive income (loss), net
(711)
176 
(100)
 
 
Retained earnings
71,574 
16,754 
48,094 
 
 
Total stockholders' equity
388,171 
134,283 
312,365 
282,236 
264,132 
Total liabilities and stockholders' equity
1,000,931 
831,166 
748,888 
 
 
Class A Common Stock
 
 
 
 
 
Capital stock:
 
 
 
 
 
Common Stock
95 
77 
77 
 
 
Class B Common Stock
 
 
 
 
 
Capital stock:
 
 
 
 
 
Common Stock
 
 
Class C Common Stock
 
 
 
 
 
Capital stock:
 
 
 
 
 
Common Stock
 
 
Parent Company [Member]
 
 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable from subsidiaries
 
 
 
Total current assets
 
 
 
Long-term assets:
 
 
 
 
 
Investments in subsidiaries
 
134,283 
312,365 
 
 
Total long-term assets
 
134,283 
312,365 
 
 
Total assets
 
134,283 
312,365 
 
 
Current liabilities:
 
 
 
 
 
Notes payable
 
 
 
Accrued interest payable
 
 
 
Total current liabilities
 
 
 
Total liabilities
 
 
 
Capital stock:
 
 
 
 
 
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at March 30, 2017 and December 29, 2016
 
 
 
Additional paid-in capital
 
117,270 
264,288 
 
 
Accumulated other comprehensive income (loss), net
 
176 
(100)
 
 
Retained earnings
 
16,754 
48,094 
 
 
Total stockholders' equity
 
134,283 
312,365 
 
 
Total liabilities and stockholders' equity
 
134,283 
312,365 
 
 
Parent Company [Member] |
Class A Common Stock
 
 
 
 
 
Capital stock:
 
 
 
 
 
Common Stock
 
77 
77 
 
 
Parent Company [Member] |
Class B Common Stock
 
 
 
 
 
Capital stock:
 
 
 
 
 
Common Stock
 
 
 
Parent Company [Member] |
Class C Common Stock
 
 
 
 
 
Capital stock:
 
 
 
 
 
Common Stock
 
$ 6 
$ 6 
 
 
SCHEDULE I - Parent Company Information - Condensed Balance Sheets - Additional Information (Details) (USD $)
Sep. 28, 2017
May 2, 2017
Dec. 29, 2016
Dec. 31, 2015
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Preferred stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
10,000,000 
 
10,000,000 
10,000,000 
Preferred stock, shares issued
 
Preferred stock, shares outstanding
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
 
$ 0.001 
 
 
Class A Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
450,000,000 
 
450,000,000 
450,000,000 
Common stock, shares issued
94,685,169 
 
76,847,116 
76,847,116 
Common stock, shares outstanding
94,685,169 
 
76,847,116 
76,847,116 
Class B Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
10,000,000 
 
10,000,000 
10,000,000 
Common stock, shares issued
 
395,742 
250,602 
Common stock, shares outstanding
 
395,742 
250,602 
Class C Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
30,000,000 
 
30,000,000 
30,000,000 
Common stock, shares issued
 
6,275,489 
6,275,489 
Common stock, shares outstanding
 
6,275,489 
6,275,489 
Parent Company [Member]
 
 
 
 
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Preferred stock, par value
 
 
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
 
 
10,000,000 
10,000,000 
Preferred stock, shares issued
 
 
Preferred stock, shares outstanding
 
 
Parent Company [Member] |
Class A Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
 
 
450,000,000 
450,000,000 
Common stock, shares issued
 
 
76,847,116 
76,847,116 
Common stock, shares outstanding
 
 
76,847,116 
76,847,116 
Parent Company [Member] |
Class B Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
 
 
10,000,000 
10,000,000 
Common stock, shares issued
 
 
395,742 
250,602 
Common stock, shares outstanding
 
 
395,742 
250,602 
Parent Company [Member] |
Class C Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
 
 
30,000,000 
30,000,000 
Common stock, shares issued
 
 
6,275,489 
6,275,489 
Common stock, shares outstanding
 
 
6,275,489 
6,275,489 
SCHEDULE I - Parent Company Information - Condensed Statements of Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
Income before income taxes
$ 25,986 
$ 22,168 
$ 68,551 
$ 41,644 
$ 54,513 
$ 43,006 
$ 24,732 
Benefit for income taxes
2,731 
7,949 
13,739 
15,312 
11,474 
16,199 
9,634 
Net income
23,255 
14,219 
54,812 
26,332 
43,039 
26,807 
15,098 
Parent Company [Member]
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
Net income from subsidiaries
 
 
 
 
43,039 
26,807 
15,098 
Income before income taxes
 
 
 
 
43,039 
26,807 
15,098 
Benefit for income taxes
 
 
 
 
Net income
 
 
 
 
$ 43,039 
$ 26,807 
$ 15,098 
SCHEDULE I - Parent Company Information - Condensed Statements of Comprehensive Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
Net income
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Other comprehensive loss-change in fair value of hedge instruments, net of tax
(121)
44 
(887)
67 
276 
43 
14 
Total comprehensive income
23,134 
14,263 
53,925 
26,399 
43,315 
26,850 
15,112 
Parent Company [Member]
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
Net income
 
 
 
 
43,039 
26,807 
15,098 
Other comprehensive loss-change in fair value of hedge instruments, net of tax
 
 
 
 
276 
43 
14 
Total comprehensive income
 
 
 
 
$ 43,315 
$ 26,850 
$ 15,112 
SCHEDULE I - Parent Company Information - Condensed Statements of Cash Flows (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Operating activities
 
 
 
 
 
Net income
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Net cash provided by operating activities
 
 
89,456 
20,380 
43,594 
Investing activities
 
 
 
 
 
Net cash used in investing activities
 
 
(74,648)
(45,021)
(39,069)
Financing activities
 
 
 
 
 
Proceeds from exercise of stock options
4,327 
338 
284 
40 
658 
Cash dividends
 
 
(225,000)
Net cash used in financing activities
 
 
(14,675)
24,680 
(4,421)
Net (decrease) increase in cash and cash equivalents
116 
31 
133 
39 
104 
Cash and cash equivalents, beginning of the period
451 
318 
318 
279 
175 
Cash and cash equivalents, end of the period
567 
349 
451 
318 
279 
Parent Company [Member]
 
 
 
 
 
Operating activities
 
 
 
 
 
Net income
 
 
43,039 
26,807 
15,098 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Net income from subsidiaries
 
 
(43,039)
(26,807)
(15,098)
Net cash provided by operating activities
 
 
Investing activities
 
 
 
 
 
Investment in subsidiary
 
 
(284)
(40)
(954)
Distribution from subsidiary
 
 
225,000 
Net cash used in investing activities
 
 
224,716 
(40)
(954)
Financing activities
 
 
 
 
 
Proceeds from exercise of stock options
 
 
284 
40 
954 
Cash dividends
 
 
(225,000)
Net cash used in financing activities
 
 
(224,716)
40 
954 
Net (decrease) increase in cash and cash equivalents
 
 
Cash and cash equivalents, beginning of the period
 
Cash and cash equivalents, end of the period
 
 
$ 0 
$ 0 
$ 0 
SCHEDULE I - Parent Company Information - Guarantees and Restrictions (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 29, 2016
ABL Facility
 
Condensed Financial Statements, Captions [Line Items]
 
Outstanding letters of credit
$ 10,119 
Floor and Decor Outlets of America, Inc. |
ABL Facility
 
Condensed Financial Statements, Captions [Line Items]
 
Outstanding balance
50,000 
Outstanding letters of credit
10,119 
Floor and Decor Outlets of America, Inc. |
Term Loan Facility
 
Condensed Financial Statements, Captions [Line Items]
 
Outstanding balance
$ 350,000 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Current assets:
 
 
Cash and cash equivalents
$ 567 
$ 451 
Income taxes receivable
3,980 
Receivables, net
48,615 
34,533 
Inventories, net
395,620 
293,702 
Prepaid expenses and other current assets
7,525 
7,529 
Total current assets
456,307 
336,215 
Fixed assets, net
200,400 
150,471 
Intangible assets, net
109,370 
109,394 
Goodwill
227,447 
227,447 
Other assets
7,407 
7,639 
Total long-term assets
544,624 
494,951 
Total assets
1,000,931 
831,166 
Current liabilities:
 
 
Current portion of term loans
3,500 
3,500 
Trade accounts payable
249,246 
158,466 
Accrued expenses
65,878 
61,505 
Income taxes payable
5,787 
Deferred revenue
25,600 
14,456 
Total current liabilities
344,224 
243,714 
Term loans
145,819 
337,243 
Revolving line of credit
38,100 
50,000 
Deferred rent
22,022 
16,750 
Deferred income tax liabilities, net
37,300 
28,265 
Tenant improvement allowances
24,619 
20,319 
Other liabilities
676 
592 
Total long-term liabilities
268,536 
453,169 
Total liabilities
612,760 
696,883 
Commitments and contingencies
   
   
Capital stock:
 
 
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 28, 2017, December 29, 2016 and December31, 2015
Additional paid-in capital
317,213 
117,270 
Accumulated other comprehensive income (loss), net
(711)
176 
Retained earnings
71,574 
16,754 
Total stockholders' equity
388,171 
134,283 
Total liabilities and stockholders' equity
1,000,931 
831,166 
Class A Common Stock
 
 
Capital stock:
 
 
Common Stock
95 
77 
Class B Common Stock
 
 
Capital stock:
 
 
Common Stock
Class C Common Stock
 
 
Capital stock:
 
 
Common Stock
$ 0 
$ 6 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 28, 2017
May 2, 2017
Dec. 29, 2016
Dec. 31, 2015
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Preferred stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
10,000,000 
 
10,000,000 
10,000,000 
Preferred stock, shares issued
 
Preferred stock, shares outstanding
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
 
$ 0.001 
 
 
Class A Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
450,000,000 
 
450,000,000 
450,000,000 
Common stock, shares issued
94,685,169 
 
76,847,116 
76,847,116 
Common stock, shares outstanding
94,685,169 
 
76,847,116 
76,847,116 
Class B Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
10,000,000 
 
10,000,000 
10,000,000 
Common stock, shares issued
 
395,742 
250,602 
Common stock, shares outstanding
 
395,742 
250,602 
Class C Common Stock
 
 
 
 
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
 
 
 
 
Common stock, par value
$ 0.001 
 
$ 0.001 
$ 0.001 
Common stock, shares authorized
30,000,000 
 
30,000,000 
30,000,000 
Common stock, shares issued
 
6,275,489 
6,275,489 
Common stock, shares outstanding
 
6,275,489 
6,275,489 
Condensed Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Income Statement [Abstract]
 
 
 
 
 
 
 
Net sales
$ 343,923 
$ 271,311 
$ 995,266 
$ 772,465 
$ 1,050,759 
$ 784,012 
$ 584,588 
Cost of sales
201,432 
160,344 
585,076 
457,949 
621,497 
471,390 
355,051 
Gross profit
142,491 
110,967 
410,190 
314,516 
429,262 
312,622 
229,537 
Operating expenses:
 
 
 
 
 
 
 
Selling and store operating
85,023 
68,219 
251,424 
197,055 
271,876 
202,637 
146,485 
General and administrative
22,172 
16,633 
59,571 
46,813 
64,025 
49,917 
38,984 
Pre-opening
6,700 
5,046 
13,825 
10,989 
13,732 
7,380 
7,412 
Litigation settlement
(3,500)
10,500 
10,500 
Total operating expenses
113,895 
86,398 
324,820 
265,357 
360,133 
260,230 
195,856 
Operating income
28,596 
24,569 
85,370 
49,159 
69,129 
52,392 
33,681 
Interest expense
2,610 
2,401 
11,377 
7,362 
12,803 
9,386 
8,949 
Loss on extinguishment of debt
5,442 
153 
1,813 
Income before income taxes
25,986 
22,168 
68,551 
41,644 
54,513 
43,006 
24,732 
Provision for income taxes
2,731 
7,949 
13,739 
15,312 
11,474 
16,199 
9,634 
Net income
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Basic earnings per share
$ 0.25 
$ 0.17 
$ 0.61 
$ 0.32 
$ 0.52 
$ 0.32 
$ 0.18 
Diluted earnings per share
$ 0.22 
$ 0.16 
$ 0.56 
$ 0.30 
$ 0.49 
$ 0.31 
$ 0.18 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
 
 
Net income
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Other comprehensive loss-change in fair value of hedge instruments, net of tax
(121)
44 
(887)
67 
276 
43 
14 
Total comprehensive income
$ 23,134 
$ 14,263 
$ 53,925 
$ 26,399 
$ 43,315 
$ 26,850 
$ 15,112 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Operating activities
 
 
Net income
$ 54,812 
$ 26,332 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
27,637 
20,353 
Loss on extinguishment of debt
5,442 
153 
Loss on asset disposals
451 
Amortization of tenant improvement allowances
(2,366)
(1,871)
Deferred income taxes
9,575 
4,530 
Stock based compensation expense
3,553 
2,206 
Changes in operating assets and liabilities:
 
 
Receivables, net
(14,082)
(10,816)
Inventories, net
(101,918)
(29,041)
Other assets
(1,590)
(1,787)
Trade accounts payable
90,780 
18,488 
Accrued expenses
(3,097)
27,599 
Income taxes
(9,767)
2,253 
Deferred revenue
11,145 
4,890 
Deferred rent
7,778 
2,849 
Tenant improvement allowances
4,878 
4,281 
Other
83 
62 
Net cash provided by operating activities
82,863 
70,932 
Investing activities
 
 
Purchases of fixed assets
(69,639)
(52,240)
Net cash used in investing activities
(69,639)
(52,240)
Financing activities
 
 
Borrowings on revolving line of credit
175,300 
134,750 
Payments on revolving line of credit
(187,200)
(164,650)
Proceeds from term loans
12,000 
Payments on term loans
(196,625)
(900)
Debt issuance costs
(993)
(199)
Net proceeds from initial public offering
192,083 
Proceeds from exercise of stock options
4,327 
338 
Net cash used in financing activities
(13,108)
(18,661)
Net (decrease) increase in cash and cash equivalents
116 
31 
Cash and cash equivalents, beginning of the period
451 
318 
Cash and cash equivalents, end of the period
567 
349 
Supplemental disclosures of cash flow information
 
 
Cash paid for interest
13,742 
4,856 
Cash paid for income taxes
13,942 
8,688 
Fixed assets accrued at the end of the period
10,350 
7,308 
Fixed assets acquired as part of lease—paid for by lessor
$ 1,786 
$ 0 
Summary of Significant Accounting Policies
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

              Floor & Decor Holdings, Inc. (f/k/a FDO Holdings, Inc.), together with its subsidiaries (the "Company," "we," "our" or "us") is a highly differentiated, rapidly growing specialty retailer of hard surface flooring and related accessories. We offer a broad in-stock assortment of tile, wood, laminate and natural stone flooring along with decorative and installation accessories 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 the products for professional installation ("Buy it Yourself" or "BIY"). We operate within one reportable segment.

              As of September 28, 2017, the Company, through its wholly owned subsidiary, Floor and Decor Outlets of America, Inc. ("F&D"), operates 80 warehouse-format stores, which average 73,000 square feet, and one small-format standalone design center in 20 states, including Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Kentucky, Louisiana, Maryland, Nevada, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Virginia, Utah, and Wisconsin, 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. Fiscal years ended December 28, 2017 ("fiscal 2017") and December 29, 2016 ("fiscal 2016") 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 the first, second, third and fourth quarters of the fiscal year.

Basis of Presentation

              The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our 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 29, 2016 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 final prospectus, dated July 20, 2017 and filed with the Securities and Exchange Commission (the "SEC") in accordance with Rule 424(b) of the Securities Act of 1933 on July 20, 2017. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes. Unless indicated otherwise, the information in this quarterly report on Form 10-Q (the "Quarterly Report") has been adjusted to give effect to a 321.820 for one stock split of the Company's outstanding common stock, which was approved by the Company's board of directors and shareholders on April 13, 2017. 321.820-for-one stock split of our common stock effected on April 24, 2017.

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

              Results of operations for the thirteen weeks and thirty-nine weeks ended September 28, 2017 and September 29, 2016 are not necessarily indicative of the results to be expected for the full year.

Cash and Cash Equivalents

              Cash consists of currency and demand deposits with banks.

Receivables

              Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Condensed Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Condensed Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of September 28, 2017 and December 29, 2016, was $257 thousand and $188 thousand, respectively.

Credit Program

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

Inventory Valuation and Shrinkage

              Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in Cost of sales in the Condensed Consolidated Statement of Income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $3,357 thousand and $2,449 thousand as of September 28, 2017 and December 29, 2016, respectively.

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

Fixed Assets

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

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

 
  Useful Life

Furniture, fixtures and equipment

  2 - 7 years

Leasehold improvements

  10 - 25 years

Computer software and hardware

  3 - 7 years

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

Capitalized Software Costs

              The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Goodwill and Other Indefinite-Lived Intangible Assets

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

              The Company completed a quantitative assessment in fiscal 2016. Based on such goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

              The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

              The estimated lives of the Company's intangible assets are as follows:

 
  Useful Life

Trade names

  Indefinite

Vendor relationships

  10 years

Long-Lived Assets

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

              Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Tenant Improvement Allowances and Deferred Rent

              The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Self-Insurance Reserves

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

Commitments and Contingencies

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

Asset Retirement Obligations

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

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

Fair Value Measurements—Debt

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

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

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

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

              The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Derivative Financial Instruments

              The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, the Company entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive (loss) income within the equity section of our Condensed Consolidated Balance Sheets.

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

              We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in the thirty-nine weeks ended September 28, 2017 and September 29, 2016 related to these instruments.

Use of Estimates

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

Revenue Recognition

              Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Gift Cards and Merchandise Credits

              We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in the thirty-nine weeks ended September 28, 2017 and September 29, 2016, gift card breakage income of $568 thousand and $452 thousand, respectively was recognized in Net sales in the Condensed Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Sales Returns and Allowances

              The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at September 28, 2017 and December 29, 2016, was $6,892 thousand and $4,887 thousand, respectively.

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

Cost of Sales

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

Vendor Rebates and Allowances

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

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

Total Operating Expenses

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

Advertising

              The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the thirty-nine weeks ended September 28, 2017 and September 29, 2016, were $31,938 thousand and $25,404 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Condensed Consolidated Statements of Income.

Pre-Opening Expenses

              The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Condensed Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the thirty-nine weeks ended September 28, 2017 and September 29, 2016, totaled $13,825 thousand, and $10,989 thousand, respectively.

Loss on Early Extinguishment of Debt

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

Stock-Based Compensation

              The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt Accounting Standards Update ("ASU") No. 2016-09 "Improvements to Employee Share-Based Payment Accounting" in 2016 and now recognizes forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options. 

Income Taxes

              The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

              The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Segment Information

              The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

Recent Accounting Pronouncements

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

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

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

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

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

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

              In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard will impact the timing and amounts of revenue recognized and the recognition of gift card breakage income. Gift card breakage income is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at our retail stores for final delivery at a later date. When implemented, the standard will impact the Company's opening balance sheet in the first comparative period presented in the Company's Consolidated Financial Statements. The Company plans to adopt the new standard on a modified retrospective basis during the first quarter of 2018.

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

              FDO Holdings, Inc., together with its subsidiaries (the "Company," "we," "our," or "us"), is a highly differentiated, rapidly growing specialty retailer of hard surface flooring and related accessories. We offer a broad in-stock assortment of tile, wood, laminate, and natural stone flooring along with decorative and installation accessories at everyday low prices. Our stores appeal to a variety of customers, including professional installers and commercial businesses, Do it Yourself customers and customers who buy the products for professional installation. We operate within one reportable segment.

              As of December 29, 2016, the Company, through its wholly owned subsidiary, operates 69 warehouse-format stores, which average 72,000 square feet, and one small-format standalone design center in 17 states including Arizona, California, Colorado, Florida, Georgia, Illinois, Louisiana, Maryland, Nevada, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Virginia, and Utah, 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. Fiscal years ended December 29, 2016 ("fiscal 2016") and December 25, 2014 ("fiscal 2014") include 52 weeks. Fiscal year ended December 31, 2015 ("fiscal 2015") includes 53 weeks.

Basis of Presentation

              The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Certain prior-year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation.

              The Company has evaluated subsequent events through March 20, 2017, which represents the date on which the financial statements were available for distribution.

Cash and Cash Equivalents

              Cash consists of currency and demand deposits with banks.

Receivables

              Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of December 29, 2016 and December 31, 2015, was $188 thousand and $133 thousand, respectively.

Credit Program

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

Inventory Valuation and Shrinkage

              Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statement of income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $2,449 thousand and $2,476 thousand as of December 29, 2016 and December 31, 2015, respectively.

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

Fixed Assets

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

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

                                                                                                                                                                                    

 

 

Life

Furniture, fixtures and equipment

 

2 - 7 years

Leasehold improvements

 

10 - 25 years

Computer software and hardware

 

3 - 7 years

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

Capitalized Software Costs

              The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Goodwill and Other Indefinite-Lived Intangible Assets

              In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC 350"), Intangibles—Goodwill and Other, goodwill and other intangible assets with indefinite lives resulting from business combinations are not amortized but instead are tested for impairment at least annually (more frequently if certain indicators are present) while identifiable intangible assets with finite lives are amortized over their estimated useful lives. The Company obtains independent third-party valuation studies to assist it with determining the fair value of goodwill and indefinite-lived intangible assets. The Company's goodwill and other indefinite-lived intangible assets subject to impairment testing arose primarily as a result of its acquisition of Floor and Decor Outlets of America, Inc. in November 2010.

              The Company performs a two-step quantitative impairment test on goodwill. In the first step, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired, and the Company is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.

              The Company estimates the fair value of our reporting unit using a weighted combination of the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management's expectations for future revenue, operating expenses, earnings before interest, taxes, depreciation and amortization, working capital and capital expenditures. The Company discounts the related cash flow forecasts using its estimated weighted-average cost of capital at the date of valuation. The market approach utilizes comparative market multiples derived by relating the value of guideline companies in the Company's industry and/or with similar growth prospects, based on either the market price of publicly traded shares or the prices of companies being acquired in the marketplace, to various measures of their earnings. Such multiples are then applied to the Company's historical and projected earnings to derive a valuation estimate.

              Based on the goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

              The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value, determined using a discounted cash flow methodology. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

              The estimated lives of the Company's intangible assets are as follows:

                                                                                                                                                                                    

 

 

Useful Life

Trade names

 

Indefinite

Vendor relationships

 

10 years

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

Long-Lived Assets

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

              Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Tenant Improvement Allowances and Deferred Rent

              The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Self-Insurance Reserves

              The Company is partially self-insured for workers' compensation and general liability claims less than certain dollar amounts and maintains insurance coverage with individual and aggregate limits. The Company also has a basket aggregate limit to protect against losses exceeding $5.0 million (subject to adjustment and certain exclusions) for workers' compensation claims and general liability claims. The Company's liabilities represent estimates of the ultimate cost for claims incurred, including loss adjusting expenses, as of the balance sheet date. The estimated liabilities are not discounted and are established based upon analysis of historical data, actuarial estimates, regulatory requirements, an estimate of claims incurred but not yet reported and other relevant factors. Management utilizes independent third-party actuarial studies to help assess the liability on a regular basis. As of December 29, 2016, per occurrence deductibles for individual workers' compensation and individual general liability claims were $250 thousand and $150 thousand, respectively.

Commitments and Contingencies

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

Asset Retirement Obligations

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

              Changes in i) inflation rates and ii) the estimated costs, timing and extent of future store closure activities each result in 1) a current adjustment to the recorded liability and related asset and 2) a change in the liability and asset amounts to be recorded prospectively. Any changes related to the assets are then recognized in accordance with our depreciation policy, which would generally result in depreciation expense being recognized prospectively over the shorter of the remaining lease term or estimated useful life.

Fair Value Measurements—Debt

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

 

 

 

 

           

•          

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

           

•          

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

           

•          

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

              The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Derivative Financial Instruments

              The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, we entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive loss within the equity section of our Consolidated Balance Sheets.

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

              We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in 2016 or 2015 related to these instruments.

Use of Estimates

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

Revenue Recognition

              Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Gift Cards and Merchandise Credits

              We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in fiscal 2016, fiscal 2015, and fiscal 2014 gift card breakage income of $627 thousand, $511 thousand, and $355 thousand was recognized in Net sales in the Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Sales Returns and Allowances

              The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at December 29, 2016 and December 31, 2015, was $4,887 thousand and $3,720 thousand, respectively.

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

Cost of Sales

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

Vendor Rebates and Allowances

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

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

Total Operating Expenses

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

Advertising

              The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the years ended December 29, 2016 and December 31, 2015, and December 25, 2014, were $33,497 thousand, $24,478 thousand and $17,359 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Consolidated Statements of Income.

Pre-Opening Expenses

              The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, totaled $13,732 thousand, $7,380 thousand, and $7,412 thousand, respectively.

Loss on Early Extinguishment of Debt

              On September 30, 2016, the Company amended its prior asset-based revolving credit facility (the "Prior ABL Facility") and terminated its prior term loan facility (the "Prior Term Loan Facility"), each with Wells Fargo Bank, N.A, dated as of May 1, 2013, as amended. The Company also terminated its prior senior secured term loan facility with GCI Capital Markets LLC, (the "GCI Facility"). For the year ended December 29, 2016, loss on early extinguishment of debt is comprised of a (1) $179 thousand prepayment penalty paid in connection with the extinguishment of the Prior Term Loan Facility of $19,833 thousand, (2) write-off of approximately $1,319 thousand of unamortized debt issuance cost and original issue discount associated with the extinguishment of the Prior Term Loan Facility and the GCI Facility, (3) write-off of approximately $162 thousand associated with the amendment of the Prior ABL Facility and (4) $153 thousand unamortized deferred debt issuance cost related to the April 15, 2016 amendment to the Prior Term Loan Facility.

Stock-Based Compensation

              The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt ASU No. 2016-09 "Improvements to Employee Share-Based Payment Accounting" in 2016 and now recognize forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Income Taxes

              The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

              The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Segment Information

              The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

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

                                                                                                                                                                                    

 

 

Fiscal Year Ended

 

 

 

December 25, 2014

 

December 31, 2015

 

December 29, 2016

 

Product Category

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Tile

 

$

174,271

 

 

30

%

$

244,902

 

 

31

%

$

325,433

 

 

31

%

Decorative Accessories

 

 

98,991

 

 

16

 

 

138,442

 

 

18

 

 

188,371

 

 

18

 

Accessories (Installation Materials and Tools)

 

 

91,122

 

 

16

 

 

124,162

 

 

16

 

 

165,330

 

 

16

 

Wood

 

 

90,752

 

 

16

 

 

116,999

 

 

15

 

 

142,751

 

 

14

 

Laminate / Luxury Vinyl Plank

 

 

61,817

 

 

11

 

 

77,586

 

 

10

 

 

131,447

 

 

12

 

Natural Stone

 

 

65,008

 

 

11

 

 

78,294

 

 

10

 

 

90,866

 

 

9

 

Delivery and Other

 

 

2,627

 

 

 

 

3,627

 

 

 

 

6,561

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

584,588

 

 

100

%

$

784,012

 

 

100

%

$

1,050,759

 

 

100

%

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​  

Recent Accounting Pronouncements

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

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

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

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

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

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

              In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard could impact the timing and amounts of revenue recognized. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at the retail store for final delivery at a later date. The Company is continuing to evaluate the impact this standard, and related amendments and interpretive guidance, will have on its consolidated financial statements. The Company plans to adopt the new standard on a modified retrospective basis beginning December 29, 2017.

 

Fair Value Measurements
Fair Value Measurements

2. Fair Value Measurements

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

·

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

·

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

·

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

Assets (Liabilities) Measured at Fair Value on a Recurring Basis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

September 28,

 

 

 

 

 

 

 

 

 

(in thousands)

 

2017

    

Level 1

    

Level 2

    

Level 3

Interest rate caps (cash flow hedges)

 

$

1,021

 

$

 

$

1,021

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

December 29,

 

 

 

 

 

 

 

 

 

(in thousands)

    

2016

    

Level 1

    

Level 2

    

Level 3

Interest rate caps (cash flow hedges)

 

$

2,473

 

$

 

$

2,473

 

$

 

Our derivative contracts are negotiated with counterparties without going through a public exchange. Accordingly, our fair value assessments give consideration to the risk of counterparty default (as well as our own credit risk). Our interest rate derivatives consist of interest rate cap contracts and are valued primarily based on data readily observable in public markets.

Derivatives and Risk Management
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Derivatives and Risk Management

3. Derivatives and Risk Management

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

Interest Rate Risk

Our exposure to market risk from adverse changes in interest rates is primarily associated with our long‑term debt obligations, which carry variable interest rates. Market risk associated with our variable interest rate long‑term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates.

In an effort to manage our exposure to the risk associated with our variable interest rate long‑term debt, we periodically enter into interest rate derivative contracts. We designate interest rate derivative contracts used to convert the interest rate exposure on a portion of our debt portfolio from a floating rate to a capped rate as cash flow hedges.

Hedge Position as of September 28, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

1,021

 

Hedge Position as of December 29, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 —

 

Designated Hedge Gains (Losses)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

 

Other Comprehensive (Loss) Income

 

 

Thirteen Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(121)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 

$

 —

 

$

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

Other Comprehensive (Loss) Income

 

 

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(887)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 —

 

$

 —

 

$

67

 

Credit Risk

To manage credit risk associated with our interest rate hedging program, we select counterparties based on their credit ratings and limit our exposure to any one counterparty.

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

Derivatives and Risk Management

5. Derivatives and Risk Management

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

Interest Rate Risk

              Our exposure to market risk from adverse changes in interest rates is primarily associated with our long-term debt obligations, which carry variable interest rates. Market risk associated with our variable interest rate long-term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates.

              In an effort to manage our exposure to the risk associated with our variable interest rate long-term debt, we periodically enter into interest rate contracts. We designate interest rate contracts used to convert the interest rate exposure on a portion of our debt portfolio from a floating rate to a fixed rate or capped rate as cash flow hedges.

Hedge Position as of December 29, 2016:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI, Net
of Tax

 

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 

$

 

$

 

Hedge Position as of December 31, 2015:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI,
Net of
Tax

 

Interest rate swaps (cash flow hedges)

 

$

35,000

 

U.S. dollars

 

January 2017

 

$

 

$

(160

)

$

(100

)

Designated Hedge Losses

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

                                                                                                                                                                                    

 

 

Effective Portion
Reclassified From
AOCI to Earnings

 

Effective Portion
Recognized in Other
Comprehensive Income

 

 

 

Fiscal Year Ended

 

(in thousands)

 

2014

 

2015

 

2016

 

2014

 

2015

 

2016

 

Interest rate caps (cash flow hedges)

 

$

 

$

 

$

 

$

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

 

$

 

$

 

$

14

 

$

43

 

$

100

 

Credit Risk

              To manage credit risk associated with our interest rate hedging program, we select counterparties based on their credit ratings and limit our exposure to any one counterparty.

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

Debt
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Debt

4. Debt

Repricing of Term Loan Facility

On March 31, 2017, the Company entered into a repricing amendment to the credit agreement governing its $350.0 million senior secured term loan facility maturing on September 30, 2023 (the "Term Loan Facility"). The amendment reduced the margins applicable to the term loan from 3.25% per annum (subject to a leverage-based step-down to 2.75%) to 2.50% per annum (subject to a leverage-based step-down to 2.00%) in the case of base rate loans, and from 4.25% per annum (subject to a leverage-based step-down to 3.75%) to 3.50% per annum (subject to a leverage-based step-down to 3.00%) in the case of LIBOR loans (subject to a 1.00% floor on LIBOR loans), provided that each of the leverage-based step-downs was contingent upon the consummation of the IPO. The amount and terms of the Term Loan Facility were otherwise unchanged.

Repayment of Debt with Proceeds from Initial Public Offering

 

On May 2, 2017, the Company completed its IPO, pursuant to which it sold an aggregate of 10,147,025 shares of Class A common stock, par value $0.001 per share (after giving effect to the underwriters’ exercise in full of their option to purchase additional shares) at a price of $21.00 per share. The Company received aggregate net proceeds of approximately $192.0 million after deducting underwriting discounts and commissions and other offering expenses.

 

The Company used net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility, including accrued and unpaid interest. The partial paydown resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million.

Fair Value of Debt

Market risk associated with our fixed and variable rate long‑term debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt is based primarily on our estimates of interest rates, maturities, credit risk, and underlying collateral and is classified as Level 3 within the fair value hierarchy. At September 28, 2017 and December 29, 2016, the fair values of the Company’s debt were as follows:

 

 

 

 

 

 

 

 

    

September 28,

    

December 29,

(in thousands)

 

2017

 

2016

Total debt at par value

 

$

191,475

 

$

400,000

Less: unamortized discount and debt issuance costs

 

 

4,056

 

 

9,257

Net carrying amount

 

$

187,419

 

$

390,743

Fair value

 

$

191,858

 

$

400,000

 

Debt

7. Debt

              The following table summarizes our long-term debt as of December 29, 2016 and December 31, 2015 (dollars in thousands):

                                                                                                                                                                                    

 

 

Maturity
Date

 

Interest Rate Per
Annum at
December 29,
2016

 

December 31,
2015

 

December 29,
2016

 

Credit Facilities:

 

 

 

 

 

 

 

 

 

 

 

Term Loan Facility           

 

September 30, 2023

 

5.25% Variable

 

$

 

$

350,000

 

ABL Facility

 

September 30, 2021

 

2.08% Variable

 

 

92,900

 

 

50,000

 

Prior Term Loan Facility

 

July 2, 2019

 

3.30% Variable

 

 

8,333

 

 

 

GCI Facility

 

May 1, 2019

 

7.75% Variable

 

 

78,000

 

 

 

​  

​  

​  

​  

Total secured debt

 

 

 

 

 

$

179,233

 

$

400,000

 

Less: current maturities

 

 

 

 

 

 

1,267

 

 

3,500

 

​  

​  

​  

​  

Long-term debt maturities

 

 

 

 

 

 

177,966

 

 

396,500

 

Less: unamortized discount and debt issuance costs

 

 

 

 

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Total long-term debt

 

 

 

 

 

$

176,323

 

$

387,243

 

​  

​  

​  

​  

​  

​  

​  

​  

              On September 30, 2016, the Board of Directors declared the Special Dividend and authorized the Option Payments. Payment of the Special Dividend and the Option Payments was made on September 30, 2016 to all shareholders and option holders of record at the close of business on September 30, 2016. In connection with the dividend, the Company refinanced its existing indebtedness by amending the Prior ABL Facility with an amended and restated $200.0 million asset based revolving credit facility maturing on September 30, 2021 (the "ABL Facility"), entering into a $350.0 million senior secured term loan facility maturing on September 30, 2023 (the "Term Loan Facility" and together with the ABL Facility, our "Credit Facilities") and repaying and terminating the Prior Term Loan Facility and the GCI Facility. As a result of the refinancing, the Company recorded $162 thousand of loss on extinguishment of debt related to unamortized deferred debt issuance cost for the Prior ABL Facility, as well as recorded $1,319 thousand of loss on extinguishment of debt related to unamortized original issue discount and unamortized deferred debt issuance cost for the Prior Term Loan Facility and GCI Facility. In addition, the Company recorded $10,347 thousand of original issue discount and deferred debt issuance cost related to new third-party fees associated with the refinancing.

Term Loan Facility

              As of December 29, 2016, the Term Loan Facility had an outstanding balance of $350.0 million and requires quarterly repayments of $875 thousand, which commenced on December 31, 2016, with the remainder due and payable at maturity.

              As of December 29, 2016, the Term Loan Facility bore interest based on one of the following rates, at the Company's option:

 

 

 

 

           

i)          

Adjusted LIBOR Rate plus a margin of 4.25%

           

ii)          

Base Rate plus a margin of 3.25%. Base Rate defined as the greater of the following:

           

           

(a)          

the base rate in effect on such day,

           

           

(b)          

the federal funds rate plus 0.50%,

           

           

(c)          

the adjusted LIBOR rate for the interest period of one month plus a margin of 1.00%

              The following table summarizes scheduled maturities of our debt, including current maturities, as of December 29, 2016 (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

3,500

 

2018

 

 

3,500

 

2019

 

 

3,500

 

2020

 

 

4,375

 

2021

 

 

52,625

 

Thereafter

 

 

332,500

 

​  

​  

Total minimum debt payments

 

$

400,000

 

​  

​  

​  

​  

ABL Facility

              As of December 29, 2016, the ABL Facility had a maximum availability of $200.0 million with actual available borrowings limited to the sum, at the time of calculation, of eligible credit card receivables, plus the cost of eligible inventory, net of inventory reserves, multiplied by the product of appraisal percentage multiplied by the appraised value of eligible inventory, plus 85% of eligible net trade receivables, plus all eligible cash on hand minus certain Availability Reserves as defined in the credit agreement governing the ABL Facility. The ABL Facility is available for issuance of letters of credit and contains $30.0 million for standby letters of credit and commercial letters of credit. Available borrowings under the facility are reduced by the face amount of outstanding letters of credit. As of December 29, 2016, the borrowings bear interest at a floating rate, which is based on one of the following rates at the option of the Company:

 

 

 

 

           

i)          

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

           

ii)          

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

           

           

(a)          

the federal funds rate plus 0.50%,

           

           

(b)          

Adjusted LIBO Rate plus 1.00%, or

           

           

(c)          

the lender's prime rate

              As of December 29, 2016, the Company had net availability under the ABL Facility of $121,719 thousand, including outstanding letters of credit of $10,119 thousand.

Covenants

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

 

 

 

 

           

•          

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

              The Term Loan Facility has no financial maintenance covenants. As of December 29, 2016, the Company was in compliance with its debt covenants.

Deferred Debt Issuance Cost and Original Issue Discount

              Deferred debt issuance cost related to our ABL Facility and our Prior ABL Facility of $1,274 thousand and $930 thousand as of December 29, 2016 and December 31, 2015, respectively, are included in Other assets on our Consolidated Balance Sheets. Deferred debt issuance cost and original issue discount related to our Term Loan Facility of $9,257 thousand as of December 29, 2016 and Prior Term Loan Facility and GCI Facility of $1,644 thousand as of December 31, 2015 are included in Term loans on our Consolidated Balance Sheets. Amortization expense was $954 thousand, $692 thousand, and $656 thousand for the years ended December 29, 2016, December 31, 2015, and December 25, 2014.

Fair Value of Debt

              Market risk associated with our fixed and variable rate long-term debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt was based primarily on discounted cash flows utilizing estimated interest rates, maturities, credit risk, and underlying collateral and is classified primarily as Level 3 within the fair value hierarchy. At December 29, 2016 and December 31, 2015, the fair values of the Company's debt are as follows (in thousands):

                                                                                                                                                                                    

 

 

December 31,
2015

 

December 29,
2016

 

Total debt at par value

 

$

179,233

 

$

400,000

 

Less: unamortized discount and debt issuance costs

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Net carry amount

 

$

177,590

 

$

390,743

 

Fair value

 

$

179,413

 

$

400,000

 

 

Income Taxes
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Income Tax Disclosure [Text Block]

5. Income Taxes

Income Taxes

The Company’s effective income tax rates were 20.0% and 36.8% for the thirty-nine weeks ended September 28, 2017 and September 29, 2016, respectively. The lower effective rate for the thirty-nine weeks ended September 28, 2017 was primarily due to the recognition of excess tax benefits related to options exercised after the adoption of ASU 2016-09. See Note 1 to the consolidated financial statements included herein for more information regarding ASU 2016-09.

Income Tax Disclosure [Text Block]

4. Income Taxes

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

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Current expense:

 

 

 

 

 

 

 

 

 

 

Federal

 

$

9,081

 

$

13,183

 

$

14,588

 

State

 

 

1,979

 

 

2,552

 

 

2,422

 

​  

​  

​  

​  

​  

​  

Total current expense

 

 

11,060

 

 

15,735

 

 

17,010

 

​  

​  

​  

​  

​  

​  

Deferred (benefit)/expense:

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(680

)

 

553

 

 

(4,765

)

State

 

 

(746

)

 

(89

)

 

(771

)

​  

​  

​  

​  

​  

​  

Total deferred (benefit)/expense

 

 

(1,426

)

 

464

 

 

(5,536

)

​  

​  

​  

​  

​  

​  

 

 

$

9,634

 

$

16,199

 

$

11,474

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

              The following is a summary of the differences between the total provision for income taxes as shown on the financial statements and the provision for income taxes that would result from applying the federal statutory tax rate of 35% to income before income taxes (in thousands).

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Computed "expected" provision at statutory rate

 

$

8,656

 

$

15,052

 

$

19,080

 

State income taxes, net of federal income tax benefit

 

 

801

 

 

1,594

 

 

1,073

 

Permanent differences:

 

 

 

 

 

 

 

 

 

 

Non-qualified option holder dividend equivalent

 

 

 

 

 

 

(7,877

)

Other

 

 

96

 

 

113

 

 

(4

)

​  

​  

​  

​  

​  

​  

Total permanent differences

 

 

96

 

 

113

 

 

(7,881

)

Other, net

 

 

81

 

 

(560

)

 

(798

)

​  

​  

​  

​  

​  

​  

Provision for income taxes

 

$

9,634

 

$

16,199

 

$

11,474

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

              The permanent differences of $7,877 thousand in fiscal 2016 is the federal benefit related to a dividend equivalent payment to certain option holders. The state benefit related to this payment of $597 thousand is included in state income taxes, net of federal income tax benefit in the table above.

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

                                                                                                                                                                                    

 

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Deferred tax assets:

 

 

 

 

 

 

 

Accruals not currently deductible for tax purposes

 

$

10,314

 

$

14,342

 

Tenant improvement allowances

 

 

6,162

 

 

7,690

 

Inventories

 

 

3,459

 

 

4,050

 

Stock based compensation

 

 

2,997

 

 

4,179

 

Other intangibles

 

 

761

 

 

693

 

Gift card liability

 

 

820

 

 

858

 

Litigation accrual

 

 

 

 

5,299

 

Other

 

 

89

 

 

47

 

​  

​  

​  

​  

Total deferred tax assets

 

 

24,602

 

 

37,158

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Intangible assets

 

 

(41,095

)

 

(41,269

)

Fixed assets

 

 

(16,907

)

 

(23,650

)

Other

 

 

(324

)

 

(504

)

​  

​  

​  

​  

Total deferred tax liabilities

 

 

(58,326

)

 

(65,423

)

​  

​  

​  

​  

Net deferred tax liabilities

 

$

(33,724

)

$

(28,265

)

​  

​  

​  

​  

​  

​  

​  

​  

              In assessing the realization of deferred tax assets, including net operating losses, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and accordingly, has concluded that no valuation allowance is necessary as of December 29, 2016 and December 31, 2015.

              The Company files income tax returns with the U.S. Federal government and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Internal Revenue Service has completed audits of the Company's federal income tax returns for the years through 2011. As of December 29, 2016, December 31, 2015, and December 25, 2014 the Company had unrecognized tax benefits of $0, $0, and $189 thousand, respectively. The amounts of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $0, $0, and $136 thousand as of December 29, 2016, December 31, 2015, and December 25, 2014, respectively. During 2014, the Company recorded an immaterial amount of interest expense related to uncertain tax positions. The Company's policy is to classify interest and penalties related to unrecognized tax benefits in income tax expense.

Commitments and Contingencies
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Commitments and Contingencies

6. Commitments and Contingencies

Lease Commitments

The Company leases its corporate office, retail locations and distribution centers through F&D, under long‑term operating lease agreements that expire in various years through 2038. Additionally, certain equipment is leased under short‑term operating leases.

Certain lease agreements include escalating rents over the lease terms. The Company expenses rent on a straight‑line basis over the life of the lease, which commences on the date the Company has the right to control the property. The cumulative expense recognized on a straight‑line basis in excess of the cumulative payments is included in deferred rent in the accompanying balance sheets. Future minimum lease payments under non‑cancelable operating leases (with initial or remaining lease terms in excess of one year) as of September 28, 2017, were:

 

 

 

 

(in thousands)

    

Amount

Thirteen weeks ended December 28, 2017

 

$

18,100

2018

 

 

81,967

2019

 

 

92,825

2020

 

 

91,135

2021

 

 

87,128

Thereafter

 

 

564,361

Total minimum lease payments

 

$

935,516

 

Lease expense for the thirty-nine weeks ended September 28, 2017 and September 29, 2016 was approximately $51,956 thousand and $39,211 thousand, respectively.

Litigation

The Company is subject to other various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts, products liabilities, intellectual property matters and employment related matters resulting from its business activities. 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 proceedings are not expected to have a material impact on the Company's consolidated financial position, cash flows or results of operations. 

During the thirty-nine weeks ended September 28, 2017, F&D received final approval for a classwide settlement to resolve a class action lawsuit related to certain labeling of F&D’s products. The final amounts paid did not materially differ from our estimated losses previously accrued.

Commitments and Contingencies

6. Commitments and Contingencies

Lease Commitments

              The Company leases its corporate office, retail locations, and distribution centers under long-term operating lease agreements that expire in various years through 2032. Additionally, certain equipment is leased under short-term operating leases.

              Certain lease agreements include escalating rents over the lease terms. The Company expenses rent on a straight-line basis over the life of the lease, which commences on the date the Company has the right to control the property. The cumulative expense recognized on a straight-line basis in excess of the cumulative payments is included in deferred rent in the accompanying balance sheets. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 29, 2016, are (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

63,340

 

2018

 

 

71,913

 

2019

 

 

73,580

 

2020

 

 

71,598

 

2021

 

 

67,875

 

Thereafter

 

 

369,231

 

​  

​  

Total minimum lease payments

 

$

717,537

 

​  

​  

​  

​  

              Lease expense for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, was $53,899 thousand, $41,756 thousand, and $29,774 thousand, respectively.

Litigation

              The Company is subject to other various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts, products liabilities, intellectual property matters and employment related matters resulting from its business activities. 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 proceedings are not expected to have a material impact on the Company's consolidated financial position, cash flows or results of operations.

              On December 11, 2015, six plaintiffs filed a putative nationwide class action against the Company's subsidiary, Floor and Decor Outlets of America, Inc., ("F&D") in the United States District Court for the Northern District of Georgia, alleging that certain Chinese-manufactured laminate flooring products sold by F&D were falsely labeled as compliant with formaldehyde emissions standards established by California Air Resources Board ("CARB"). In June 2016, management believed a settlement of the case was both probable and estimable and accrued $14 million with respect to such case in the second quarter of fiscal 2016. During the third quarter of fiscal 2016, F&D reached an agreement with one of the manufacturers whose products were involved in the case to cover $3.5 million of the Company's losses related to this lawsuit. The Company recorded the $3.5 million receivable as an offset to litigation settlement expenses. In September 2016, F&D entered into a classwide settlement to resolve the lawsuit. The settlement class was defined as all end users of Chinese-manufactured laminate flooring sold by F&D nationwide between January 1, 2012 and August 1, 2015. As part of the settlement, all settlement class members who did not exclude themselves from the settlement granted F&D a release of all claims arising out of or relating to their purchase of Chinese-manufactured laminate flooring from F&D, with the exception of personal injury claims. Seven members of the settlement class excluded themselves from the settlement. The settlement was granted final approval by the court on January 10, 2017 and did not involve an admission of liability by F&D. As of March 20, 2017, which represents the date on which the financial statements were available for distribution, the Company does not believe that claims by the members excluded from the settlement class or any personal injury claims are reasonably possible to result in a material loss to the Company in excess of the amounts already accrued.

Earnings Per Share
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Earnings Per Share

7. Earnings Per Share

Net Income per Common Share

We calculate 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 stock options.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands, except share and per share data)

 

2017

    

2016

 

2017

    

2016

Net income

 

$

23,255

 

$

14,219

 

$

54,812

 

$

26,332

Basic weighted average shares outstanding

 

 

94,439,204

 

 

83,457,037

 

 

89,613,542

 

 

83,405,904

Dilutive effect of share based awards

 

 

9,460,398

 

 

4,911,652

 

 

8,452,267

 

 

4,846,287

Diluted weighted average shares outstanding

 

 

103,899,602

 

 

88,368,689

 

 

98,065,809

 

 

88,252,191

Basic earnings per share

 

$

0.25

 

$

0.17

 

$

0.61

 

$

0.32

Diluted earnings per share

 

$

0.22

 

$

0.16

 

$

0.56

 

$

0.30

 

The following awards have been excluded from the computation of dilutive effect of share based awards because the effect would be anti‑dilutive:

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

 

 

2017

 

2016

 

2017

 

2016

Stock Options

 

11,664

 

1,903,466

 

717,685

 

2,332,976

 

Earnings Per Share

9. Earnings Per Share

Net Income per Common Share

              We calculate 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 stock options. The following table shows the computation of basic and diluted earnings per share:

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Net income (in thousands)

 

$

15,098

 

$

26,807

 

$

43,039

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic weighted average shares outstanding

 

 

83,222,330

 

 

83,365,218

 

 

83,432,157

 

Dilutive effect of share based awards

 

 

2,429,419

 

 

2,915,689

 

 

4,998,830

 

​  

​  

​  

​  

​  

​  

Diluted weighted average shares outstanding

 

 

85,651,749

 

 

86,280,907

 

 

88,430,987

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic earnings per share

 

$

0.18

 

$

0.32

 

$

0.52

 

Diluted earnings per share

 

$

0.18

 

$

0.31

 

$

0.49

 

              The following have been excluded from the computation of dilutive effect of share based awards because the effect would be anti-dilutive:

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Stock Options

 

 

1,536,690

 

 

1,856,579

 

 

2,003,651

 

 

Stock-Based Compensation
Stock-Based Compensation

8. Stock‑Based Compensation

Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan

 

On April 13, 2017, the board of directors of the Company approved the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “2017 Plan”), which was subsequently approved by the Company’s stockholders. The 2017 Plan authorizes the Company to grant options and restricted stock awards to eligible employees, consultants and non-employee directors up to an aggregate of 5,000,000 shares of Class A common stock. In connection with the IPO, the Company granted options to purchase an aggregate of 1,254,465 shares of our Class A common stock to certain of our eligible employees and 15,475 shares of restricted stock to certain of our non-employee directors, in each case pursuant to the 2017 Plan and based on the public offering price of $21.00 per share.

Secondary Offering

 

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

 

Class C Common Stock Conversion

 

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

Equity Awards

The following table summarizes share activity related to stock options during the thirty-nine weeks ended September 28, 2017.

 

 

 

 

    

Stock Options

Outstanding at December 29, 2016

 

11,979,111

Granted

 

1,272,156

Exercised

 

(1,004,322)

Forfeited or expired

 

(159,687)

Outstanding at September 28, 2017

 

12,087,258

 

Summary of Significant Accounting Policies (Policies)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Summary of Significant Accounting Policies
 
 
Fiscal Year
Basis of Presentation
Cash and Cash Equivalents
Receivables
Credit Program
Inventory Valuation and Shrinkage
Fixed Assets
Capitalized Software Costs
Goodwill and Other Indefinite-Lived Intangible Assets
Long-Lived Assets
Tenant Improvement Allowances and Deferred Rent
Self-Insurance Reserves
Commitments and Contingencies
Asset Retirement Obligations
Fair Value Measurements - Debt
Derivative Financial Instruments
Use of Estimates
Revenue Recognition
Gift Cards and Merchandise Credits
Sales Returns and Allowances
Cost of Sales
Vendor Rebates and Allowances
Total Operating Expenses
Advertising
Pre-Opening Expenses
Loss on early extinguishment of debt policy
 
Stock-Based Compensation
Income Taxes
Segment Information
Recent Accounting Pronouncements

Fiscal Year

The Company’s fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. Fiscal years ended December 28, 2017 (“fiscal 2017”) and December 29, 2016 (“fiscal 2016”) 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 the first, second, third and fourth quarters of the fiscal year.

Fiscal Year

              The Company's fiscal year is the 52- or 53-week period ending on the Thursday on or preceding December 31st. Fiscal years ended December 29, 2016 ("fiscal 2016") and December 25, 2014 ("fiscal 2014") include 52 weeks. Fiscal year ended December 31, 2015 ("fiscal 2015") includes 53 weeks.

Basis of Presentation 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our 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 29, 2016 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 final prospectus, dated July 20, 2017 and filed with the Securities and Exchange Commission (the “SEC”) in accordance with Rule 424(b) of the Securities Act of 1933 on July 20, 2017. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes. Unless indicated otherwise, the information in this quarterly report on Form 10-Q (the “Quarterly Report”) has been adjusted to give effect to a 321.820 for one stock split of the Company’s outstanding common stock, which was approved by the Company's board of directors and shareholders on April 13, 2017. 321.820-for-one stock split of our common stock effected on April 24, 2017.

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

Results of operations for the thirteen weeks and thirty-nine weeks ended September 28, 2017 and September 29, 2016 are not necessarily indicative of the results to be expected for the full year.

Basis of Presentation

              The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Certain prior-year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation.

              The Company has evaluated subsequent events through March 20, 2017, which represents the date on which the financial statements were available for distribution.

Cash and Cash Equivalents

Cash consists of currency and demand deposits with banks.

Cash and Cash Equivalents

              Cash consists of currency and demand deposits with banks.

Receivables

Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Condensed Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Condensed Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of September 28, 2017 and December 29, 2016, was $257 thousand and $188 thousand, respectively.

Receivables

              Receivables consist primarily of amounts due from credit card companies, receivables from vendors and tenant improvement allowances owed by landlords. The Company typically collects its credit card receivables within three to five business days of the underlying sale to the customer. The Company has agreements with a majority of its large merchandise vendors that allow for specified rebates based on purchasing volume. Generally, these agreements are on an annual basis, and the Company collects the rebates subsequent to its fiscal year end. Additionally, the Company has agreements with substantially all vendors that allow for the return of certain merchandise throughout the normal course of business. When inventory is identified to return to a vendor, it is removed from inventory and recorded as a receivable on the Consolidated Balance Sheet, and any variance between capitalized inventory cost associated with the return and the expected vendor reimbursement is expensed in Cost of sales in the Consolidated Statement of Income when the inventory is identified to be returned to the vendor. The Company reserves for estimated uncollected receivables based on historical trends, which historically have been immaterial. The allowance for doubtful accounts as of December 29, 2016 and December 31, 2015, was $188 thousand and $133 thousand, respectively.

Credit Program

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

Credit Program

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

Inventory Valuation and Shrinkage

Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in Cost of sales in the Condensed Consolidated Statement of Income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $3,357 thousand and $2,449 thousand as of September 28, 2017 and December 29, 2016, respectively.

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

Inventory Valuation and Shrinkage

              Inventories consist of merchandise held for sale and are stated at the lower of cost and net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recorded in cost of sales in the consolidated statement of income as a loss in the period in which it occurs. The Company determines inventory costs using the weighted average cost method. The Company capitalizes transportation, duties and other costs to get product to its retail locations. The Company records reserves for estimated losses related to shrinkage and other amounts that are otherwise not expected to be fully recoverable. These reserves are calculated based on historical shrinkage, selling price, margin and current business trends. The estimates have calculations that require management to make assumptions based on the current rate of sales, age, salability and profitability of inventory, historical percentages that can be affected by changes in the Company's merchandising mix, customer preferences, and changes in actual shrinkage trends. These reserves totaled $2,449 thousand and $2,476 thousand as of December 29, 2016 and December 31, 2015, respectively.

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

Fixed Assets

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

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

 

 

 

 

Useful Life

Furniture, fixtures and equipment

2 - 7 years

Leasehold improvements

10 - 25 years

Computer software and hardware

3 - 7 years

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

Fixed Assets

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

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

                                                                                                                                                                                    

 

 

Life

Furniture, fixtures and equipment

 

2 - 7 years

Leasehold improvements

 

10 - 25 years

Computer software and hardware

 

3 - 7 years

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

Capitalized Software Costs

The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Capitalized Software Costs

              The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software. Certain development costs not meeting the criteria for capitalization are expensed as incurred.

Goodwill and Other Indefinite-Lived Intangible Assets

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

 

The Company completed a quantitative assessment in fiscal 2016.  Based on such goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

 

The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

The estimated lives of the Company's intangible assets are as follows:

 

 

 

Useful Life

Trade names

Indefinite

Vendor relationships

10 years

 

Goodwill and Other Indefinite-Lived Intangible Assets

              In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC 350"), Intangibles—Goodwill and Other, goodwill and other intangible assets with indefinite lives resulting from business combinations are not amortized but instead are tested for impairment at least annually (more frequently if certain indicators are present) while identifiable intangible assets with finite lives are amortized over their estimated useful lives. The Company obtains independent third-party valuation studies to assist it with determining the fair value of goodwill and indefinite-lived intangible assets. The Company's goodwill and other indefinite-lived intangible assets subject to impairment testing arose primarily as a result of its acquisition of Floor and Decor Outlets of America, Inc. in November 2010.

              The Company performs a two-step quantitative impairment test on goodwill. In the first step, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired, and the Company is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.

              The Company estimates the fair value of our reporting unit using a weighted combination of the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management's expectations for future revenue, operating expenses, earnings before interest, taxes, depreciation and amortization, working capital and capital expenditures. The Company discounts the related cash flow forecasts using its estimated weighted-average cost of capital at the date of valuation. The market approach utilizes comparative market multiples derived by relating the value of guideline companies in the Company's industry and/or with similar growth prospects, based on either the market price of publicly traded shares or the prices of companies being acquired in the marketplace, to various measures of their earnings. Such multiples are then applied to the Company's historical and projected earnings to derive a valuation estimate.

              Based on the goodwill impairment analysis performed quantitatively on October 25, 2016, the Company determined that the fair value of its reporting unit is in excess of the carrying value. No events or changes in circumstances have occurred since the date of the Company's most recent annual impairment test that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

              The Company annually (or more frequently if there are indicators of impairment) evaluates whether indefinite-lived assets continue to have an indefinite life or have impaired carrying values due to changes in the asset(s) or their related risks. The impairment review is performed by comparing the carrying value of the indefinite lived intangible asset to its estimated fair value, determined using a discounted cash flow methodology. If the recorded carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recorded to write the asset down to its estimated fair value.

              The estimated lives of the Company's intangible assets are as follows:

                                                                                                                                                                                    

 

 

Useful Life

Trade names

 

Indefinite

Vendor relationships

 

10 years

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

 

Long-Lived Assets

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

Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Long-Lived Assets

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

              Since there is typically no active market for the Company's definite-lived intangible assets, the Company estimates fair values based on expected future cash flows at the time they are identified. The Company estimates future cash flows based on store-level historical results, current trends and operating and cash flow projections. The Company amortizes these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets. The Company evaluates the useful lives of its intangible assets on an annual basis.

Tenant Improvement Allowances and Deferred Rent

The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Tenant Improvement Allowances and Deferred Rent

              The Company accounts for tenant improvement allowances and deferred rent as liabilities or assets on the balance sheet. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. Fixed rents are recognized ratably over the initial non-cancellable lease term. Deferred rent represents differences between the actual cash paid for rent and the amount of straight-line rent over the initial non-cancellable term.

Self-Insurance Reserves

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

Self-Insurance Reserves

              The Company is partially self-insured for workers' compensation and general liability claims less than certain dollar amounts and maintains insurance coverage with individual and aggregate limits. The Company also has a basket aggregate limit to protect against losses exceeding $5.0 million (subject to adjustment and certain exclusions) for workers' compensation claims and general liability claims. The Company's liabilities represent estimates of the ultimate cost for claims incurred, including loss adjusting expenses, as of the balance sheet date. The estimated liabilities are not discounted and are established based upon analysis of historical data, actuarial estimates, regulatory requirements, an estimate of claims incurred but not yet reported and other relevant factors. Management utilizes independent third-party actuarial studies to help assess the liability on a regular basis. As of December 29, 2016, per occurrence deductibles for individual workers' compensation and individual general liability claims were $250 thousand and $150 thousand, respectively.

Commitments and Contingencies

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

Commitments and Contingencies

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

Asset Retirement Obligations

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

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

Asset Retirement Obligations

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

              Changes in i) inflation rates and ii) the estimated costs, timing and extent of future store closure activities each result in 1) a current adjustment to the recorded liability and related asset and 2) a change in the liability and asset amounts to be recorded prospectively. Any changes related to the assets are then recognized in accordance with our depreciation policy, which would generally result in depreciation expense being recognized prospectively over the shorter of the remaining lease term or estimated useful life.

Fair Value Measurements—Debt

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

·

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

·

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

·

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Fair Value Measurements—Debt

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

 

 

 

 

           

•          

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

           

•          

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

           

•          

Level 3: Inputs that are non-observable that reflect the reporting entity's own assumptions

              The fair values of certain of the Company's debt instruments have been determined by the Company utilizing Level 3 inputs, such as available market information and appropriate valuation methodologies, including the rates for similar instruments and the discounted cash flows methodology.

Derivative Financial Instruments

The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, the Company entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive (loss) income within the equity section of our Condensed Consolidated Balance Sheets.

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

We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in the thirty-nine weeks ended September 28, 2017 and September 29, 2016 related to these instruments.

Derivative Financial Instruments

              The Company uses derivative financial instruments to maintain a portion of its long-term debt obligations at a targeted balance of fixed and variable interest rate debt to manage its risk associated with fluctuations in interest rates. In November 2016, the Company entered into two interest rate caps. In 2013, we entered into two interest rate swap contracts. The 2016 and 2013 instruments have been designated as cash flow hedges for accounting purposes, and the fair value is calculated utilizing Level 2 inputs. Unrealized changes in the fair value of these derivative instruments are recorded in Accumulated other comprehensive loss within the equity section of our Consolidated Balance Sheets.

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

              We perform an assessment of the effectiveness of our derivative contracts designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. We believe our derivative contracts, which consist of interest rate cap and swap contracts, will continue to be highly effective in offsetting changes in cash flow attributable to floating interest rate risk. We did not have any ineffectiveness in 2016 or 2015 related to these instruments.

Use of Estimates

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

Use of Estimates

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

Revenue Recognition

Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Revenue Recognition

              Retail sales at the Company's stores are recorded at the point of sale and are net of sales discounts and estimated returns. In some instances, the Company will allow customers to store their merchandise, generally up to 14 days. In this instance, the Company recognizes revenue and the related cost of sales when both collection or reasonable assurance of collection of payment and final delivery of the product have occurred. For orders placed through our website and shipped to our customers, we recognize revenue and the related cost of sales at the time we estimate the customer receives the merchandise, which is typically within a few days of shipment. The Company arranges and pays for freight to deliver products to customers, and bills the customer for the estimated freight cost, which is included in Net sales. Sales taxes collected are not recognized as revenue as these amounts are ultimately remitted to the appropriate taxing authorities.

Gift Cards and Merchandise Credits

We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in the thirty-nine weeks ended September 28, 2017 and September 29, 2016, gift card breakage income of $568 thousand and $452 thousand, respectively was recognized in Net sales in the Condensed Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Gift Cards and Merchandise Credits

              We sell gift cards to our customers in our stores and through our website and issue merchandise credits in our stores. We account for the programs by recognizing a liability at the time the gift card is sold or the merchandise credit is issued. The liability is relieved and revenue is recognized when the cards are redeemed. We have an agreement with an unrelated third-party who is the issuer of the Company's gift cards and also assumes the liability for unredeemed gift cards. The Company is not subject to claims under unclaimed property statutes, as the agreement effectively transfers the ownership of such unredeemed gift cards and the related future escheatment liability, if any, to the third-party. Gift card breakage is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Accordingly, in fiscal 2016, fiscal 2015, and fiscal 2014 gift card breakage income of $627 thousand, $511 thousand, and $355 thousand was recognized in Net sales in the Consolidated Statements of Income, respectively, for such unredeemed gift cards.

Sales Returns and Allowances

The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at September 28, 2017 and December 29, 2016, was $6,892 thousand and $4,887 thousand, respectively.

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

Sales Returns and Allowances

              The Company accrues for estimated sales returns based on historical sales return results. The allowance for sales returns at December 29, 2016 and December 31, 2015, was $4,887 thousand and $3,720 thousand, respectively.

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

Cost of Sales

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

Cost of Sales

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

Vendor Rebates and Allowances

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

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

Vendor Rebates and Allowances

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

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

Total Operating Expenses

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

Total Operating Expenses

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

Advertising

The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the thirty-nine weeks ended September 28, 2017 and September 29, 2016, were $31,938 thousand and $25,404 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Condensed Consolidated Statements of Income.

Advertising

              The Company expenses advertising costs as the advertising takes place. Advertising costs incurred during the years ended December 29, 2016 and December 31, 2015, and December 25, 2014, were $33,497 thousand, $24,478 thousand and $17,359 thousand, respectively, and are included in Selling and store operating expenses and Pre-opening expenses in the Consolidated Statements of Income.

Pre-Opening Expenses

The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Condensed Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the thirty-nine weeks ended September 28, 2017 and September 29, 2016, totaled $13,825 thousand, and $10,989 thousand, respectively.

Pre-Opening Expenses

              The Company accounts for non-capital operating expenditures incurred prior to opening a new store as "pre-opening" expenses in its Consolidated Statements of Income. The Company's pre-opening expenses begin on average three to six months in advance of a store opening or relocating due to, among other things, the amount of time it takes to prepare a store for its grand opening. Pre-opening expenses primarily include: advertising, rent, staff training, staff recruiting, utilities, personnel and equipment rental. A store is considered to be relocated if it is closed temporarily and re-opened within the same primary trade area. Pre-opening expenses for the years ended December 29, 2016, December 31, 2015, and December 25, 2014, totaled $13,732 thousand, $7,380 thousand, and $7,412 thousand, respectively.

Loss on Early Extinguishment of Debt

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

Stock-Based Compensation

The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt Accounting Standards Update (“ASU”) No. 2016-09 “Improvements to Employee Share-Based Payment Accounting” in 2016 and now recognizes forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Stock-Based Compensation

              The Company accounts for employee stock options in accordance with relevant authoritative literature. The Company obtains independent third-party valuation studies to assist it with determining the grant date fair value of our stock price at least twice a year. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by the board of directors or compensation committee. Options granted have vesting provisions ranging from three to five years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. The Company estimates the volatility of the share price of its common stock by considering the historical volatility of the stock of similar public entities. The Company considers a number of factors in determining the appropriateness of the public entities included in the volatility assumption, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. The Company elected to early adopt ASU No. 2016-09 "Improvements to Employee Share-Based Payment Accounting" in 2016 and now recognize forfeitures in earnings as they occur; prior to the adoption, the Company had considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected life of the options.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Income Taxes

              The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of such a change.

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

              The Company includes any estimated interest and penalties on tax-related matters in income taxes payable and income tax expense. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements using a two-step process for evaluating tax positions taken, or expected to be taken, on a tax return. The Company may only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law, which may be subject to change or varying interpretation. The Company does not believe it has any material risks related to uncertain tax positions.

Segment Information

The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

Segment Information

              The Company operates as a specialty retailer of hard surface flooring and related accessories through retail stores located in the United States and through its website. The Company's chief operating decision maker is its Chief Executive Officer who reviews the Company's consolidated financial information for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company concluded it has one reportable segment.

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

                                                                                                                                                                                    

 

 

Fiscal Year Ended

 

 

 

December 25, 2014

 

December 31, 2015

 

December 29, 2016

 

Product Category

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Net Sales

 

% of
Net Sales

 

Tile

 

$

174,271

 

 

30

%

$

244,902

 

 

31

%

$

325,433

 

 

31

%

Decorative Accessories

 

 

98,991

 

 

16

 

 

138,442

 

 

18

 

 

188,371

 

 

18

 

Accessories (Installation Materials and Tools)

 

 

91,122

 

 

16

 

 

124,162

 

 

16

 

 

165,330

 

 

16

 

Wood

 

 

90,752

 

 

16

 

 

116,999

 

 

15

 

 

142,751

 

 

14

 

Laminate / Luxury Vinyl Plank

 

 

61,817

 

 

11

 

 

77,586

 

 

10

 

 

131,447

 

 

12

 

Natural Stone

 

 

65,008

 

 

11

 

 

78,294

 

 

10

 

 

90,866

 

 

9

 

Delivery and Other

 

 

2,627

 

 

 

 

3,627

 

 

 

 

6,561

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

584,588

 

 

100

%

$

784,012

 

 

100

%

$

1,050,759

 

 

100

%

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Recent Accounting Pronouncements

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

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

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

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

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

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

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard will impact the timing and amounts of revenue recognized and the recognition of gift card breakage income. Gift card breakage income is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at our retail stores for final delivery at a later date. When implemented, the standard will impact the Company’s opening balance sheet in the first comparative period presented in the Company’s Consolidated Financial Statements. The Company plans to adopt the new standard on a modified retrospective basis during the first quarter of 2018.

Recent Accounting Pronouncements

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

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

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

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

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

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

              In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services provided. In July 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The 2016 updates to the revenue recognition guidance relate to principal versus agent assessments, identifying performance obligations, the accounting for licenses, and certain narrow scope improvements and practical expedients. This new standard could impact the timing and amounts of revenue recognized. As the Company evaluates the impact of this standard, the more significant change relates to the timing of revenue recognized for certain transactions for which the Company allows customers to store their merchandise at the retail store for final delivery at a later date. The Company is continuing to evaluate the impact this standard, and related amendments and interpretive guidance, will have on its consolidated financial statements. The Company plans to adopt the new standard on a modified retrospective basis beginning December 29, 2017.

Summary of Significant Accounting Policies (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016

 

 

 

Useful Life

Furniture, fixtures and equipment

2 - 7 years

Leasehold improvements

10 - 25 years

Computer software and hardware

3 - 7 years

 

                                                                                                                                                                                    

 

 

Life

Furniture, fixtures and equipment

 

2 - 7 years

Leasehold improvements

 

10 - 25 years

Computer software and hardware

 

3 - 7 years

 

 

 

 

Useful Life

Trade names

Indefinite

Vendor relationships

10 years

 

                                                                                                                                                                                    

 

 

Useful Life

Trade names

 

Indefinite

Vendor relationships

 

10 years

 

Fair Value Measurements (Tables)
Schedule of Assets (Liabilities) Measured at Fair Value on a Recurring Basis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

September 28,

 

 

 

 

 

 

 

 

 

(in thousands)

 

2017

    

Level 1

    

Level 2

    

Level 3

Interest rate caps (cash flow hedges)

 

$

1,021

 

$

 

$

1,021

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

December 29,

 

 

 

 

 

 

 

 

 

(in thousands)

    

2016

    

Level 1

    

Level 2

    

Level 3

Interest rate caps (cash flow hedges)

 

$

2,473

 

$

 

$

2,473

 

$

 

Derivatives and Risk Management (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016

Hedge Position as of September 28, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

1,021

 

Hedge Position as of December 29, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Final Maturity

 

Other

(in thousands)

    

Notional Balance

    

Date

    

Assets

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 —

 

Hedge Position as of December 29, 2016:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI, Net
of Tax

 

Interest rate caps (cash flow hedges)

 

$

205,000

 

U.S. dollars

 

December 2021

 

$

2,473

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

17,500

 

U.S. dollars

 

January 2017

 

$

 

$

 

$

 

Hedge Position as of December 31, 2015:

                                                                                                                                                                                    

(in thousands)

 

Notional Balance

 

Final Maturity
Date

 

Other
Assets

 

Other
Accrued
Liabilities

 

AOCI,
Net of
Tax

 

Interest rate swaps (cash flow hedges)

 

$

35,000

 

U.S. dollars

 

January 2017

 

$

 

$

(160

)

$

(100

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

 

Other Comprehensive (Loss) Income

 

 

Thirteen Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(121)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 

$

 —

 

$

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Portion Reclassified

 

Effective Portion Recognized in

 

 

From AOCI to Earnings

 

Other Comprehensive (Loss) Income

 

 

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands)

    

2017

    

2016

    

2017

    

2016

Interest rate caps (cash flow hedges)

 

$

 —

 

$

 

$

(887)

 

$

 —

Interest rate swaps (cash flow hedges)

 

$

 —

 

$

 —

 

$

 —

 

$

67

 

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

                                                                                                                                                                                    

 

 

Effective Portion
Reclassified From
AOCI to Earnings

 

Effective Portion
Recognized in Other
Comprehensive Income

 

 

 

Fiscal Year Ended

 

(in thousands)

 

2014

 

2015

 

2016

 

2014

 

2015

 

2016

 

Interest rate caps (cash flow hedges)

 

$

 

$

 

$

 

$

 

$

 

$

176

 

Interest rate swaps (cash flow hedges)

 

$

 

$

 

$

 

$

14

 

$

43

 

$

100

 

 

Debt (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Schedule of Long Term Debt

 

 

 

 

 

 

 

 

    

September 28,

    

December 29,

(in thousands)

 

2017

 

2016

Total debt at par value

 

$

191,475

 

$

400,000

Less: unamortized discount and debt issuance costs

 

 

4,056

 

 

9,257

Net carrying amount

 

$

187,419

 

$

390,743

Fair value

 

$

191,858

 

$

400,000

 

Schedule of Long Term Debt

              The following table summarizes our long-term debt as of December 29, 2016 and December 31, 2015 (dollars in thousands):

                                                                                                                                                                                    

 

 

Maturity
Date

 

Interest Rate Per
Annum at
December 29,
2016

 

December 31,
2015

 

December 29,
2016

 

Credit Facilities:

 

 

 

 

 

 

 

 

 

 

 

Term Loan Facility           

 

September 30, 2023

 

5.25% Variable

 

$

 

$

350,000

 

ABL Facility

 

September 30, 2021

 

2.08% Variable

 

 

92,900

 

 

50,000

 

Prior Term Loan Facility

 

July 2, 2019

 

3.30% Variable

 

 

8,333

 

 

 

GCI Facility

 

May 1, 2019

 

7.75% Variable

 

 

78,000

 

 

 

​  

​  

​  

​  

Total secured debt

 

 

 

 

 

$

179,233

 

$

400,000

 

Less: current maturities

 

 

 

 

 

 

1,267

 

 

3,500

 

​  

​  

​  

​  

Long-term debt maturities

 

 

 

 

 

 

177,966

 

 

396,500

 

Less: unamortized discount and debt issuance costs

 

 

 

 

 

 

1,643

 

 

9,257

 

​  

​  

​  

​  

Total long-term debt

 

 

 

 

 

$

176,323

 

$

387,243

 

​  

​  

​  

​  

​  

​  

​  

​  

 

Commitments and Contingencies (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Schedule of future minimum lease payment

 

 

 

 

(in thousands)

    

Amount

Thirteen weeks ended December 28, 2017

 

$

18,100

2018

 

 

81,967

2019

 

 

92,825

2020

 

 

91,135

2021

 

 

87,128

Thereafter

 

 

564,361

Total minimum lease payments

 

$

935,516

 

Schedule of future minimum lease payment

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 29, 2016, are (in thousands):

                                                                                                                                                                                    

 

 

Amount

 

2017

 

$

63,340

 

2018

 

 

71,913

 

2019

 

 

73,580

 

2020

 

 

71,598

 

2021

 

 

67,875

 

Thereafter

 

 

369,231

 

​  

​  

Total minimum lease payments

 

$

717,537

 

​  

​  

​  

​  

 

Earnings Per Share (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

(in thousands, except share and per share data)

 

2017

    

2016

 

2017

    

2016

Net income

 

$

23,255

 

$

14,219

 

$

54,812

 

$

26,332

Basic weighted average shares outstanding

 

 

94,439,204

 

 

83,457,037

 

 

89,613,542

 

 

83,405,904

Dilutive effect of share based awards

 

 

9,460,398

 

 

4,911,652

 

 

8,452,267

 

 

4,846,287

Diluted weighted average shares outstanding

 

 

103,899,602

 

 

88,368,689

 

 

98,065,809

 

 

88,252,191

Basic earnings per share

 

$

0.25

 

$

0.17

 

$

0.61

 

$

0.32

Diluted earnings per share

 

$

0.22

 

$

0.16

 

$

0.56

 

$

0.30

 

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Net income (in thousands)

 

$

15,098

 

$

26,807

 

$

43,039

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic weighted average shares outstanding

 

 

83,222,330

 

 

83,365,218

 

 

83,432,157

 

Dilutive effect of share based awards

 

 

2,429,419

 

 

2,915,689

 

 

4,998,830

 

​  

​  

​  

​  

​  

​  

Diluted weighted average shares outstanding

 

 

85,651,749

 

 

86,280,907

 

 

88,430,987

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Basic earnings per share

 

$

0.18

 

$

0.32

 

$

0.52

 

Diluted earnings per share

 

$

0.18

 

$

0.31

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

    

Thirteen Weeks Ended

    

Thirty-nine Weeks Ended

 

 

September 28,

 

September 29,

 

September 28,

 

September 29,

 

 

2017

 

2016

 

2017

 

2016

Stock Options

 

11,664

 

1,903,466

 

717,685

 

2,332,976

 

                                                                                                                                                                                    

 

 

Year Ended
December 25,
2014

 

Year Ended
December 31,
2015

 

Year Ended
December 29,
2016

 

Stock Options

 

 

1,536,690

 

 

1,856,579

 

 

2,003,651

 

 

Stock-Based Compensation (Tables)
9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Schedule of share activity related to stock options

 

 

 

 

    

Stock Options

Outstanding at December 29, 2016

 

11,979,111

Granted

 

1,272,156

Exercised

 

(1,004,322)

Forfeited or expired

 

(159,687)

Outstanding at September 28, 2017

 

12,087,258

 

Schedule of share activity related to stock options

                                                                                                                                                                                    

 

 

Options

 

Weighted
Average
Exercise
Price

 

Options
Exercisable
at End
of Year

 

Weighted
Average
Exercise Price
of Exercisable
Options

 

Weighted
Average Fair
Value/Share of
Options
Granted During
the Year

 

Outstanding at December 26, 2013

 

 

10,714,356

 

$

4.09

 

 

3,471,150

 

$

3.64

 

 

 

Granted

 

 

748,553

 

$

7.69

 

 

 

 

 

$

3.72

 

Exercised

 

 

(201,137

)

$

3.28

 

 

 

 

 

 

 

Forfeited or expired

 

 

(1,737,506

)

$

4.06

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 25, 2014

 

 

9,524,266

 

$

4.40

 

 

4,608,462

 

$

3.85

 

 

 

Granted

 

 

1,378,355

 

$

8.07

 

 

 

 

 

$

4.12

 

Exercised

 

 

(5,149

)

$

7.69

 

 

 

 

 

 

 

Forfeited or expired

 

 

(437,353

)

$

7.16

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 31, 2015

 

 

10,460,119

 

$

4.77

 

 

6,656,524

 

$

4.00

 

 

 

Granted

 

 

2,025,535

 

$

9.94

 

 

 

 

 

$

4.13

 

Exercised

 

 

(145,140

)

$

3.48

 

 

 

 

 

 

 

Forfeited or expired

 

 

(361,403

)

$

6.65

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding at December 29, 2016

 

 

11,979,111

 

$

5.34

 

 

8,151,056

 

$

4.20

 

 

 

​  

​  

​  

​  

 

Summary of Significant Accounting Policies (Details)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended
Apr. 24, 2017
Sep. 28, 2017
state
Sep. 28, 2017
segment
state
Dec. 29, 2016
segment
state
Dec. 31, 2015
Dec. 25, 2014
Dec. 28, 2017
Scenario, Forecast [Member]
Sep. 28, 2017
Minimum
Sep. 28, 2017
Maximum
Sep. 28, 2017
Warehouse Format Store [Member]
facility
sqft
Dec. 29, 2016
Warehouse Format Store [Member]
facility
sqft
Sep. 28, 2017
Small Format Store [Member]
facility
Dec. 29, 2016
Small Format Store [Member]
facility
Number of reportable segments
 
 
 
 
 
 
 
 
 
 
 
Number of stores
 
 
 
 
 
 
 
 
 
80 
69 
Area of facility
 
 
 
 
 
 
 
 
 
73,000 
72,000 
 
 
Number of states with facilities
 
20 
20 
17 
 
 
 
 
 
 
 
 
 
Fiscal year period
 
 
 
364 days 
371 days 
364 days 
364 days 
364 days 
371 days 
 
 
 
 
Fiscal quarter period
 
91 days 
 
 
 
 
 
 
 
 
 
 
 
Stock split conversion ratio
321.820 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Receivables and Assets (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Sep. 28, 2017
Vendor Relationships
Dec. 29, 2016
Vendor Relationships
Sep. 28, 2017
Minimum
Furniture, fixtures and equipment
Dec. 29, 2016
Minimum
Furniture, fixtures and equipment
Sep. 28, 2017
Minimum
Leasehold improvements
Dec. 29, 2016
Minimum
Leasehold improvements
Sep. 28, 2017
Minimum
Computer software and hardware
Dec. 29, 2016
Minimum
Computer software and hardware
Sep. 28, 2017
Maximum
Furniture, fixtures and equipment
Dec. 29, 2016
Maximum
Furniture, fixtures and equipment
Sep. 28, 2017
Maximum
Leasehold improvements
Dec. 29, 2016
Maximum
Leasehold improvements
Sep. 28, 2017
Maximum
Computer software and hardware
Dec. 29, 2016
Maximum
Computer software and hardware
Receivables
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$ 257 
$ 188 
$ 133 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory Valuation and Shrinkage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory valuation reserves
$ 3,357 
$ 2,449 
$ 2,476 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Useful life
 
 
 
 
 
2 years 
2 years 
10 years 
10 years 
3 years 
3 years 
7 years 
7 years 
25 years 
25 years 
7 years 
7 years 
Goodwill and Other Indefinite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Useful Life
 
 
 
10 years 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Insurance and Revenues (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended
May 2, 2017
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
May 2, 2017
Sep. 28, 2017
Selling and store operating expenses and pre-opening expenses
Sep. 29, 2016
Selling and store operating expenses and pre-opening expenses
Dec. 29, 2016
Selling and store operating expenses and pre-opening expenses
Dec. 31, 2015
Selling and store operating expenses and pre-opening expenses
Dec. 25, 2014
Selling and store operating expenses and pre-opening expenses
Nov. 30, 2016
Interest Rate Cap
derivative
Nov. 24, 2016
Interest Rate Cap
derivative
Dec. 26, 2013
Interest Rate Swap
derivative
Sep. 28, 2017
Minimum
Dec. 29, 2016
Minimum
Sep. 28, 2017
Maximum
Dec. 29, 2016
Maximum
Jan. 1, 2016
Retained earnings
Accounting Standards Update 2016-09 [Member]
Jan. 1, 2016
Additional paid-in capital
Accounting Standards Update 2016-09 [Member]
May 2, 2017
IPO
Self-Insurance Reserves
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum loss before additional coverage applies
 
 
 
$ 7,000,000 
 
$ 5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Financial Instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of derivatives designated cash flow hedges entered into during period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow hedge ineffectiveness during the period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue Recognition and Gift Cards
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of days customers may store merchandise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 days 
14 days 
 
 
 
Gift card breakage income
 
 
 
568,000 
452,000 
627,000 
511,000 
355,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales Returns and Allowances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for sales returns
 
6,892,000 
 
6,892,000 
 
4,887,000 
3,720,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising and Pre-opening Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising expense
 
 
 
 
 
 
 
 
 
31,938,000 
25,404,000 
33,497,000 
24,478,000 
17,359,000 
 
 
 
 
 
 
 
 
 
 
Period prior to store opening or relocation that pre-opening expenses begin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 months 
3 months 
6 months 
6 months 
 
 
 
Pre-opening expenses
 
6,700,000 
5,046,000 
13,825,000 
10,989,000 
13,732,000 
7,380,000 
7,412,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on Early Extinguishment of Debt Abstract
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,147,025 
Common stock, par value
 
 
 
 
 
 
 
 
$ 0.001 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
192,000,000 
Payments on term loans
192,000,000 
 
 
196,625,000 
900,000 
98,334,000 
1,667,000 
1,467,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
(5,442,000)
(153,000)
(1,813,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-Based Compensation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period of vesting provision
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 years 
3 years 
5 years 
5 years 
 
 
 
Cumulative effect of adoption
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ (148,000)
$ 238,000 
 
Fair Value Measurements (Details) (Recurring, USD $)
In Thousands, unless otherwise specified
Sep. 28, 2017
Dec. 29, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Interest rate caps (cash flow hedges)
$ 1,021 
$ 2,473 
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Interest rate caps (cash flow hedges)
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Interest rate caps (cash flow hedges)
1,021 
2,473 
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Interest rate caps (cash flow hedges)
$ 0 
$ 0 
Derivatives and Risk Management (Details) (Cash Flow Hedging, USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Interest Rate Swap
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Notional amount
 
 
 
 
$ 17,500 
$ 35,000 
 
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) reclassified from AOCI to earnings, effective Portion
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) recognition in other comprehensive loss, effective portion
44 
67 
100 
43 
14 
Interest Rate Swap |
Other Noncurrent Assets
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Derivative Asset, Noncurrent
 
 
 
 
 
Interest Rate Cap
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Notional amount
205,000 
 
205,000 
 
205,000 
 
 
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) reclassified from AOCI to earnings, effective Portion
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract]
 
 
 
 
 
 
 
Gain (loss) recognition in other comprehensive loss, effective portion
(121)
(887)
176 
Interest Rate Cap |
Other Noncurrent Assets
 
 
 
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
Derivative Asset, Noncurrent
$ 1,021 
 
$ 1,021 
 
$ 2,473 
 
 
Debt Other (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
May 2, 2017
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Jul. 25, 2017
Mar. 31, 2017
May 2, 2017
IPO
May 2, 2017
IPO
Class A Common Stock
May 2, 2017
IPO
Class A Common Stock
Dec. 29, 2016
IPO
Class A Common Stock
Mar. 31, 2017
Base Rate [Member]
Maximum
Mar. 30, 2017
Base Rate [Member]
Maximum
Mar. 31, 2017
Base Rate [Member]
Minimum
Mar. 30, 2017
Base Rate [Member]
Minimum
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Maximum
Mar. 30, 2017
London Interbank Offered Rate (LIBOR) [Member]
Maximum
Mar. 31, 2017
London Interbank Offered Rate (LIBOR) [Member]
Minimum
Mar. 30, 2017
London Interbank Offered Rate (LIBOR) [Member]
Minimum
Debt Instrument, Face Amount
 
 
 
 
 
 
 
 
 
$ 350,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Basis Spread on Variable Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.50% 
3.25% 
2.00% 
2.75% 
 
3.50% 
4.25% 
3.00% 
3.75% 
Debt Instrument Variable Rate Floor
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
Stock Issued During Period, Shares, New Issues
 
 
 
 
 
 
 
 
 
 
10,147,025 
10,147,025 
 
 
 
 
 
 
 
 
 
 
 
Share Price
 
 
 
 
 
$ 9.99 
 
 
$ 40.00 
 
 
 
$ 21.00 
$ 21.00 
 
 
 
 
 
 
 
 
 
Proceeds from Issuance Initial Public Offering
 
 
 
 
 
 
 
 
 
 
192,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Repayments of Secured Debt
192,000,000 
 
 
196,625,000 
900,000 
98,334,000 
1,667,000 
1,467,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (Loss) on Extinguishment of Debt
 
$ 0 
$ 0 
$ (5,442,000)
$ (153,000)
$ (1,813,000)
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Debt Instrument [Line Items]
 
 
 
 
 
 
 
Loss on extinguishment of debt
$ 0 
$ 0 
$ 5,442 
$ 153 
$ 1,813 
$ 0 
$ 0 
Total debt at par value
191,475 
 
191,475 
 
400,000 
179,233 
 
Less: unamortized discount and debt issuance costs
4,056 
 
4,056 
 
9,257 
1,643 
 
Net carrying amount
187,419 
 
187,419 
 
390,743 
177,590 
 
Level 3
 
 
 
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
 
 
 
Fair value
$ 191,858 
 
$ 191,858 
 
$ 400,000 
$ 179,413 
 
Income Taxes (Details)
9 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Effective Income Tax Rate Reconciliation, Percent [Abstract]
 
 
Effective Income Tax Rate Reconciliation, Percent
20.00% 
36.80% 
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Future minimum lease payments under non cancelable operating leases
 
 
 
 
 
Thirteen weeks ended December 28, 2017
$ 18,100 
 
 
 
 
2018
81,967 
 
71,913 
 
 
2019
92,825 
 
73,580 
 
 
2020
91,135 
 
71,598 
 
 
2021
87,128 
 
67,875 
 
 
Thereafter
564,361 
 
369,231 
 
 
Total minimum lease payments
935,516 
 
717,537 
 
 
Lease expense
$ 51,956 
$ 39,211 
$ 53,899 
$ 41,756 
$ 29,774 
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Earnings Per Share
 
 
 
 
 
 
 
Net income (in thousands)
$ 23,255 
$ 14,219 
$ 54,812 
$ 26,332 
$ 43,039 
$ 26,807 
$ 15,098 
Basic weighted average shares outstanding
94,439,204 
83,457,037 
89,613,542 
83,405,904 
83,432,157 
83,365,218 
83,222,330 
Dilutive effect of share based awards
9,460,398 
4,911,652 
8,452,267 
4,846,287 
4,998,830 
2,915,689 
2,429,419 
Diluted weighted average shares outstanding
103,899,602 
88,368,689 
98,065,809 
88,252,191 
88,430,987 
86,280,907 
85,651,749 
Basic earnings per share
$ 0.25 
$ 0.17 
$ 0.61 
$ 0.32 
$ 0.52 
$ 0.32 
$ 0.18 
Diluted earnings per share
$ 0.22 
$ 0.16 
$ 0.56 
$ 0.30 
$ 0.49 
$ 0.31 
$ 0.18 
Earnings Per Share - Dilutive effects of share based awards (Details) (Stock options)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 28, 2017
Sep. 29, 2016
Sep. 28, 2017
Sep. 29, 2016
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Stock options
 
 
 
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
 
 
 
Anti-dilutive shares excluded from the computation of diluted earnings (per share)
11,664 
1,903,466 
717,685 
2,332,976 
2,003,651 
1,856,579 
1,536,690 
Stock-Based Compensation Other (Details) (USD $)
0 Months Ended 9 Months Ended 12 Months Ended
Jul. 25, 2017
Apr. 13, 2017
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Jul. 25, 2017
Apr. 13, 2017
Stock-Based Compensation
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized
 
 
 
12,520,407 
10,780,970 
 
 
5,000,000 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross
 
1,254,465 
1,272,156 
2,025,535 
1,378,355 
748,553 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted
 
15,475 
 
 
 
 
 
 
Aggregate number of shares
10,718,550 
 
 
 
 
 
 
 
Share Price
 
 
 
$ 9.99 
 
 
$ 40.00 
 
Stock-Based Compensation (Details)
0 Months Ended 9 Months Ended 12 Months Ended
Apr. 13, 2017
Sep. 28, 2017
Dec. 29, 2016
Dec. 31, 2015
Dec. 25, 2014
Share activity related to stock options
 
 
 
 
 
Outstanding at the beginning of period
 
11,979,111 
10,460,119 
9,524,266 
10,714,356 
Granted
1,254,465 
1,272,156 
2,025,535 
1,378,355 
748,553 
Exercised
 
(1,004,322)
(145,140)
(5,149)
(201,137)
Forfeited or expired
 
(159,687)
(361,403)
(437,353)
(1,737,506)
Outstanding at the end of period
 
12,087,258 
11,979,111 
10,460,119 
9,524,266