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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 15, 2025
___________________________________
Savers Value Village, Inc.
(Exact name of Registrant as specified in its charter)
___________________________________

Delaware
(State of Incorporation)
001-41733
(Commission File Number)
83-4165683
(I.R.S. Employer Identification Number)
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
(Address of principal executive offices and zip code)
(425) 462-1515
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.000001SVVThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01 - Other Events.
Effective for the fifty-three weeks ending January 3, 2026 (“fiscal 2025”), Savers Value Village, Inc. (the “Company”) will make certain changes to its non-GAAP financial reporting as detailed below.
In late 2024, the Company began undertaking efforts to refine its reporting specifically related to its definition of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), comparable store sales and its approach for calculating the tax effect on adjustments within the Company’s adjusted net income and adjusted net income per diluted share metrics. The Company believes it is appropriate to refine these metrics beginning in fiscal 2025 to better reflect the impact of its accelerating new store growth on both sales and profitability, and to improve consistency with the reporting practices of peer companies with similar growth characteristics. These changes have no impact on reported net income or the related per share amounts.
The Company is updating its definition of Adjusted EBITDA to include non-cash occupancy-related costs, pre-opening expenses and store closing expenses, all of which were excluded under its previous definition of Adjusted EBITDA. This change will be reflected beginning in the first quarter of fiscal 2025, and the Company will recast Adjusted EBITDA and Adjusted EBITDA margin in consideration of the change for previous periods for purposes of comparability. The Company will report results for its fourth quarter of fiscal 2024 in late February 2025 using the previous definition of Adjusted EBITDA for the final time so as to be consistent with the definition of Adjusted EBITDA used in both the first three quarters of fiscal 2024 and with its previously issued outlook for the full year. Its outlook for fiscal 2025, also to be provided in late February 2025, will utilize the new definition of Adjusted EBITDA as described above.
Further, the Company is updating its definition of comparable store sales. Previously, the Company defined comparable store sales to be sales by stores that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores that are starting their third fiscal year of operation. The new approach will define comparable store sales to be sales by stores that have been in operation for all or a portion of 14 months to more closely conform with common retail practice. The change will be reflected as part of its subsequent reporting of results during fiscal 2025. Historical comparable store sales will not be recast as the change is de minimis to previously reported results.
Lastly, the Company is adjusting its approach for calculating the tax effect on adjustments within its adjusted net income and adjusted net income per diluted share metrics. Previously, the Company applied the overall effective tax rate for the year to these adjustments in determining adjusted net income and adjusted net income per diluted share. Beginning in the first quarter of fiscal 2025, the Company will utilize the tax rate specifically applicable to the respective adjustments. The Company will report results for its fourth quarter of fiscal 2024 in late February 2025 using its previous approach for the final time so as to be consistent with its approach used in both the first three quarters of fiscal 2024 and with its previously issued outlook for the full year. Its outlook for fiscal 2025, also to be provided in late February 2025, will utilize the new approach as described above.
To enable comparisons between the information to be presented beginning with its first quarter fiscal 2025 Form 10-Q filing with prior periods’ filings, the Company has furnished herewith as Exhibit 99.1 unaudited supplemental historical financial information that recasts its historical reconciliations of net (loss) income and net (loss) income margin to Adjusted EBITDA and Adjusted EBITDA margin, and net (loss) income and net (loss) income per diluted share to adjusted net income and adjusted net income per diluted share to reflect the above-described changes for each of the first three quarters of fiscal 2024 and the full year period for fiscal 2023. The Company plans to provide a similar reconciliation for the aforementioned items for the fourth quarter and full year period for fiscal 2024 when it reports results for those periods in late February 2025.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
104
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SIGNATURE

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


SAVERS VALUE VILLAGE, INC.
Date:January 15, 2025By:/s/ Michael W. Maher
Name:Michael W. Maher
Title:Chief Financial Officer and Treasurer



SAVERS VALUE VILLAGE, INC.
Historical Adjusted EBITDA
(Unaudited)
The following unaudited table presents a reconciliation of GAAP net (loss) income to adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), as recast effective fiscal 2025, for the periods presented:


Thirteen Weeks EndedFifty-Two Weeks Ended
(dollars in thousands)March 30, 2024June 29, 2024September 28, 2024December 30, 2023
Net (loss) income$(467)$9,712$21,681$53,115
Interest expense, net16,07615,76715,46688,500
Income tax (benefit) expense(4,492)6,29313,766(6,036)
Depreciation and amortization18,30117,38017,29761,144
Loss on extinguishment of debt(1)
4,088——16,626
Stock-based compensation expense(2)
19,12921,65010,32872,604
Lease intangible asset expense(3)
8779048824,093
Executive transition costs(4)
—61079—
Transaction costs(5)
2,257350143,103
Dividend-related bonus(6)
———24,097
Loss (gain) on foreign currency, net956940(2,443)(6,660)
Other adjustments(7)
2(713)(1,506)(3,260)
Adjusted EBITDA$56,727$72,893$75,564$307,326
Net (loss) income margin(0.1)%2.5%5.5%3.5%
Adjusted EBITDA margin16.0%18.9%19.1%20.5%
(1)Removes the effects of the loss on extinguishment of debt in relation to the repricing of outstanding borrowings under the Term Loan Facility on January 30, 2024, the partial redemption of our Senior Secured Notes on March 4, 2024 and July 3, 2023, and the partial repayment of outstanding borrowings under the Term Loan Facility on July 5, 2023 and February 6, 2023.
(2)Represents non-cash stock-based compensation expense related to stock options and restricted stock units granted to certain of our employees and directors.
(3)Represents lease expense associated with acquired lease intangibles. Prior to the adoption of Topic 842, this expense was included within depreciation and amortization.
(4)Represents severance costs associated with executive leadership changes and retention costs associated with the acquisition of 2 Peaches Group, LLC.
(5)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.
(6)Represents dividend-related bonus and related taxes paid in conjunction with the Company's February 2023 dividend.
(7)The thirteen weeks ended June 29, 2024 includes insurance proceeds of $0.7 million. The thirteen weeks ended September 28, 2024 includes a change in the fair value of acquisition-related contingent consideration of $1.5 million. The fifty-two weeks ended December 30, 2023 includes legal and insurance settlement proceeds of $4.7 million.



Historical Adjusted Net Income and Adjusted Net Income per Diluted Share
(Unaudited)
The following unaudited table presents a reconciliation of net (loss) income and net (loss) income per diluted share on a GAAP basis to Adjusted net income and Adjusted net income per diluted share, as recast effective fiscal 2025, for the periods presented:
Thirteen Weeks EndedFifty-Two Weeks Ended
March 30, 2024June 29, 2024September 28, 2024December 30, 2023
(in thousands, except per share amounts)
Net (loss) income:
Net (loss) income$(467)$9,712$21,681$53,115
Loss on extinguishment of debt(1)(2)
4,088 — — 16,626 
IPO-related stock-based compensation expense(1)(3)
17,99319,7328,50669,108
Transaction costs(1)(4)
2,257350143,103
Dividend-related bonus(1)(5)
———24,097
Loss (gain) on foreign currency, net(1)
956940(2,443)(6,660)
Executive transition costs(1)(6)
—61079—
Other adjustments(1)(7)
2(713)(1,506)(3,260)
Tax effect on adjustments(8)
(6,122)(4,192)3,575(15,734)
Excess tax (benefit) shortfall from stock-based compensation(3,028)262351—
Non-recurring tax benefit(9)
———(31,340)
Adjusted net income$15,679$26,701$30,257$109,055
Net (loss) income per share - diluted:
Net (loss) income per diluted share$(0.00)$0.06$0.13$0.34
Loss on extinguishment of debt(1)(2)
0.02——0.11
IPO-related stock-based compensation expense(1)(3)
0.110.120.050.44
Transaction costs(1)(4)
0.01——0.02
Dividend-related bonus(1)(5)
———0.15
Loss (gain) on foreign currency, net(1)
0.010.01(0.01)(0.04)
Executive transition costs(1)(6)
————
Other adjustments(1)(7)
——(0.01)(0.02)
Tax effect on adjustments(8)
(0.04)(0.02)0.02(0.10)
Excess tax (benefit) shortfall from stock-based compensation(0.02)———
Non-recurring tax benefit(9)
———(0.20)
Adjusted net income per diluted share*$0.09$0.16$0.18$0.70
*May not foot due to rounding
(1)Presented pre-tax.
(2)Removes the effects of the loss on extinguishment of debt in relation to the repricing of outstanding borrowings under the Term Loan Facility on January 30, 2024, the partial redemption of our Senior Secured Notes on March 4, 2024 and July 3, 2023, and the partial repayment of outstanding borrowings under the Term Loan Facility on July 5, 2023 and February 6, 2023.
(3)Represents stock-based compensation expense for performance-based options triggered by the completion of our IPO and expense related to restricted stock units issued in connection with the Company’s IPO.


(4)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.
(5)Represents dividend-related bonuses and related taxes paid in conjunction with the Company’s February 2023 dividend.
(6)Represents severance costs associated with executive leadership changes and retention costs associated with the 2 Peaches acquisition.
(7)The thirteen weeks ended June 29, 2024 includes insurance proceeds of $0.7 million. The thirteen weeks ended September 28, 2024 includes a change in the fair value of acquisition-related contingent consideration of $1.5 million. The fifty-two weeks ended December 30, 2023 includes legal and insurance settlement proceeds of $4.7 million.
(8)Tax effect on adjustments is calculated utilizing the tax rate specifically applicable to the respective adjustments.
(9)Represents a one-time tax benefit associated with an internal legal entity restructuring.

Fiscal 2024 Outlook
The Company will report results for its fourth quarter of fiscal 2024 in late February 2025 using the previous definition of Adjusted EBITDA for the final time so as to be consistent with the definition of Adjusted EBITDA used in both the first three quarters of fiscal 2024 and with its previously issued outlook for the full year. Under the previous definition of Adjusted EBITDA, the Company’s outlook remains unchanged at approximately $290 million to $300 million for the fifty-two weeks ended December 28, 2024 (“fiscal 2024”).
For comparative purposes only, using the updated definition of Adjusted EBITDA effective fiscal 2025 as defined below, the Company expects Adjusted EBITDA of approximately $267 million to $277 million for fiscal 2024.
Non-GAAP Financial Measures
The Company reports its financial results in accordance with GAAP. Non-GAAP financial measures used by the Company include Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin. The Company has included these non-GAAP financial measures in this exhibit as they are key measures used by its management and its board of directors to evaluate its operating performance and the effectiveness of its business strategies, make budgeting decisions, and evaluate compensation decisions. Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin are not calculated or presented in accordance with GAAP and have limitations as analytical tools. You should not consider them in isolation, as a substitute for, or superior to, analysis of the Company’s results as reported under GAAP. There are limitations to using non-GAAP financial measures, including those amounts presented in accordance with the Company’s definitions of Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as they may not be comparable to similar measures disclosed by the Company's competitors, because not all companies and analysts calculate Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin in the same manner. Because of these limitations, you should consider Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including, as applicable, net (loss) income and the Company’s other GAAP results. The Company presents Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin because it considers these meaningful measures to share with investors because they best allow comparison of the performance of one period with that of another period. In addition, by presenting Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, the Company provides investors with management’s perspective of the Company’s operating performance.


Effective for fiscal 2025, the Company defines Adjusted EBITDA as net (loss) income excluding the impact of interest expense, net, income tax (benefit) expense, depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, lease intangible asset expense, executive transition costs, transaction costs, dividend-related bonus, loss (gain) on foreign currency, net and certain other adjustments. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.
Adjusted net income is defined as net (loss) income excluding the impact of loss on extinguishment of debt, IPO-related stock-based compensation expense, transaction costs, dividend-related bonus, loss (gain) on foreign currency, net, executive transition costs, certain other adjustments, the tax effect on the above adjustments, the excess tax (benefit) shortfall from stock-based compensation and the non-recurring tax benefit. Effective for fiscal 2025, tax effect on adjustments is calculated utilizing the tax rate specifically applicable to the respective adjustments. The Company defines Adjusted net income per diluted share as Adjusted net income divided by diluted weighted average common shares outstanding.













v3.24.4
Cover
Jan. 15, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 15, 2025
Entity Registrant Name Savers Value Village, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41733
Entity Tax Identification Number 83-4165683
Entity Address, State or Province WA
Entity Address, Address Line One 11400 S.E. 6th Street, Suite 125
Entity Address, City or Town Bellevue
Entity Address, Postal Zip Code 98004
City Area Code 425
Local Phone Number 462-1515
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.000001
Trading Symbol SVV
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001883313
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