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Floor & Decor Holdings, Inc.

For the period ended Sep 25, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 25, 2025 · Filed Oct 30, 2025

FND$51.25-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-26; filed 2025-07-31.

0001628280-25-037017

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

Current report: 10-Q

Period ended 2025-09-25; filed 2025-10-30.

0001628280-25-047547

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 77 previous paragraphs and 76 current paragraphs.

40 unchanged; 32 reworded; 2 added; 5 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

Pre-opening expenses during the thirteen weeks ended September 25, 2025 decreased $4.1 million, or 32.2%, compared to the corresponding prior year period.

Current report

Pre-opening expenses during the thirty-nine weeks ended September 25, 2025 decreased $13.2 million, or 40.1%, compared to the corresponding prior year period.
Removed paragraphs (5)

Previous report

The increases in gross margin during the thirteen and twenty-six weeks ended June 26, 2025 were primarily driven by a decrease in supply chain costs.

Previous report

Pre-opening expenses during the thirteen weeks ended June 26, 2025 decreased $5.5 million, or 51.8%, compared to the corresponding prior year period.

Previous report

Pre-opening expenses during the twenty-six weeks ended June 26, 2025 decreased $9.1 million, or 45.0%, compared to the corresponding prior year period.

Previous report

Net interest expense during the twenty-six weeks ended June 26, 2025 was relatively flat compared to the corresponding prior year period.

Previous report

The effective tax rate increases during the thirteen and twenty-six weeks ended June 26, 2025 were primarily due to decreases in excess tax benefits related to stock-based compensation awards.
Reworded paragraphs (32)

Previous wording

Founded in 2000, Floor & Decor is a high-growth, differentiated, multi-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces with 257 warehouse-format stores and five small-format standalone design studios across 38 states as of June 26, 2025. We believe our unique approach to selling hard surface flooring and our consistent and disciplined culture of innovation and reinvestment create a differentiated business model in the hard surface flooring category. We believe that we offer the broadest in-stock assortment of laminate and vinyl, tile, wood, and natural stone flooring and installation materials and decorative accessories, as well as adjacent categories, at everyday low prices. This positions us as the one-stop destination for our customers’ entire hard surface flooring needs. We appeal to a variety of customers, including Pros and homeowners, which are comprised of DIY and BIY customers.

Current wording

Founded in 2000, Floor & Decor is a high-growth, differentiated, multi-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces with 262 warehouse-format stores and five small-format standalone design studios across 38 states as of September 25, 2025. We believe our unique approach to selling hard surface flooring and our consistent and disciplined culture of innovation and reinvestment create a differentiated business model in the hard surface flooring category. We believe that we offer the broadest in-stock assortment of laminate and vinyl, tile, wood, and natural stone flooring and installation materials and decorative accessories, as well as adjacent categories, at everyday low prices. This positions us as the one-stop destination for our customers’ entire hard surface flooring needs. We appeal to a variety of customers, including Pros and homeowners, which are comprised of DIY and BIY customers.

Previous wording

During the twenty-six weeks ended June 26, 2025, we opened seven new warehouse-format stores and closed one warehouse-format store, ending the quarter with 257 warehouse-format stores and five design studios.

Current wording

During the thirty-nine weeks ended September 25, 2025, we opened 12 new warehouse-format stores and closed one warehouse-format store. Additionally, we opened a new distribution center near Seattle, Washington, ending the quarter with five distribution centers.

Previous wording

We operate on a 52- or 53-week fiscal year ending the Thursday on or preceding December 31. The following discussion contains references to the thirteen and twenty-six weeks ended June 26, 2025 and June 27, 2024, respectively.

Current wording

We operate on a 52- or 53-week fiscal year ending the Thursday on or preceding December 31. The following discussion contains references to the thirteen and thirty-nine weeks ended September 25, 2025 and September 26, 2024, respectively.

Previous wording

Net sales during the twenty-six weeks ended June 26, 2025 increased $144.5 million, or 6.5%, compared to the corresponding prior year period primarily due to sales from the 28 new warehouse-format stores that we opened since June 27, 2024, partially offset by a decrease in comparable store sales of 0.7%. The comparable store sales decline during the period of 0.7%, or $14.0 million, was due to a 3.5% decrease in comparable transactions, partially offset by a 3.0% increase in comparable average ticket. Non-comparable sales increased $158.5 million from the corresponding prior year period primarily driven by new stores.

Current wording

Net sales during the thirteen weeks ended September 25, 2025 increased $61.6 million, or 5.5%, compared to the corresponding prior year period primarily due to sales from the 22 new warehouse-format stores that we opened since September 26, 2024, partially offset by a decrease in comparable store sales of 1.2%. The comparable store sales decline during the period of 1.2%, or $12.4 million, was due to a 3.0% decrease in comparable transactions, partially offset by a 1.8% increase in comparable average ticket. Non-comparable sales increased $74.0 million from the corresponding prior year period primarily driven by new stores.

Previous wording

Net sales during the thirteen weeks ended June 26, 2025 increased $81.0 million, or 7.1%, compared to the corresponding prior year period primarily due to sales from the 28 new warehouse-format stores that we opened since June 27, 2024 and an increase in comparable store sales of 0.4%. The comparable store sales increase during the period of 0.4%, or $4.5 million, was due to a 3.8% increase in comparable average ticket, partially offset by a 3.3% decrease in comparable transactions. Non-comparable sales increased $76.5 million from the corresponding prior year period primarily driven by new stores.

Current wording

Net sales during the thirty-nine weeks ended September 25, 2025 increased $206.1 million, or 6.2%, compared to the corresponding prior year period primarily due to sales from the 22 new warehouse-format stores that we opened since September 26, 2024, partially offset by a decrease in comparable store sales of 0.8%. The comparable store sales decline during the period of 0.8%, or $26.4 million, was due to a 3.3% decrease in comparable transactions, partially offset by a 2.6% increase in comparable average ticket. Non-comparable sales increased $232.5 million from the corresponding prior year period primarily driven by new stores.

Previous wording

We believe the decreases in comparable transactions during the thirteen and twenty-six weeks ended June 26, 2025 were largely driven by the impact of lower existing home sales. The increases in comparable average ticket during the thirteen and twenty-six weeks ended June 26, 2025 were primarily due to changes in sales mix.

Current wording

We believe the decreases in comparable transactions during the thirteen and thirty-nine weeks ended September 25, 2025 were largely driven by the continued impact of low existing home sales. The increases in comparable average ticket during the thirteen and thirty-nine weeks ended September 25, 2025 were primarily due to changes in sales mix.

Previous wording

We estimate that retail sales during both the thirteen weeks ended June 26, 2025 and June 27, 2024 were approximately 50% from homeowners and 50% from Pros. We estimate that retail sales during the twenty-six weeks ended June 26, 2025 were approximately 50% from homeowners and 50% from Pros compared to approximately 55% from homeowners and 45% from Pros during the twenty-six weeks ended June 27, 2024.

Current wording

We estimate that retail sales during both the thirteen and thirty-nine weeks ended September 25, 2025 and September 26, 2024 were approximately 50% from homeowners and 50% from Pros.

Previous wording

Gross profit during the twenty-six weeks ended June 26, 2025 increased $79.8 million, or 8.3%, compared to the corresponding prior year period. The increase in gross profit was primarily driven by the 6.5% increase in net sales and an increase in gross margin to 43.8%, up approximately 70 basis points from 43.1% in the corresponding prior year period.

Current wording

Gross profit during the thirteen weeks ended September 25, 2025 increased $26.1 million, or 5.4%, compared to the corresponding prior year period. The increase in gross profit was primarily driven by the 5.5% increase in net sales, partially offset by a decrease in gross margin to 43.4%, down approximately 10 basis points from 43.5% in the corresponding prior year period. The decrease in gross margin was primarily driven by an increase in distribution center costs, partially offset by favorable product margin.

Previous wording

Gross profit during the thirteen weeks ended June 26, 2025 increased $41.7 million, or 8.5%, compared to the corresponding prior year period. The increase in gross profit was primarily driven by the 7.1% increase in net sales and an increase in gross margin to 43.9%, up approximately 60 basis points from 43.3% in the corresponding prior year period.

Current wording

Gross profit during the thirty-nine weeks ended September 25, 2025 increased $105.9 million, or 7.3%, compared to the corresponding prior year period. The increase in gross profit was primarily driven by the 6.2% increase in net sales and an increase in gross margin to 43.7%, up approximately 50 basis points from 43.2% in the corresponding prior year period. The increase in gross margin was primarily driven by a decrease in supply chain costs, partially offset by an increase in distribution center costs.

Previous wording

Selling and store operating expenses during the thirteen weeks ended June 26, 2025 increased $34.8 million, or 10.2%, compared to the corresponding prior year period. The increase in selling and store operating expenses was primarily driven by $33.8 million for new stores. As a percentage of net sales, selling and store operating expenses increased by approximately 90 basis points to 31.0% from 30.1% in the corresponding prior year period. The increase in selling and store operating expenses in total and as a percentage of net sales was primarily attributable to the addition of new stores.

Current wording

Selling and store operating expenses during the thirteen weeks ended September 25, 2025 increased $24.6 million, or 7.3%, compared to the corresponding prior year period. The increase in selling and store operating expenses was primarily driven by $30.1 million for non-comparable stores. As a percentage of net sales, selling and store operating expenses increased by approximately 50 basis points to 30.8% from 30.3% in the corresponding prior year period.

Previous wording

Selling and store operating expenses during the twenty-six weeks ended June 26, 2025 increased $69.3 million, or 10.3%, compared to the corresponding prior year period. The increase in selling and store operating expenses was primarily driven by $72.3 million for new stores, partially offset by a decrease of $4.4 million at our comparable stores. As a percentage of net sales, selling and store operating expenses increased by approximately 110 basis points to 31.4% from 30.3% in the corresponding prior year period. The increase in selling and store operating expenses in total and as a percentage of net sales was primarily attributable to the addition of new stores and deleverage from a decrease in comparable store sales.

Current wording

Selling and store operating expenses during the thirty-nine weeks ended September 25, 2025 increased $93.9 million, or 9.3%, compared to the corresponding prior year period. The increase in selling and store operating expenses was primarily driven by $102.4 million for non-comparable stores. As a percentage of net sales, selling and store operating expenses increased by approximately 90 basis points to 31.2% from 30.3% in the corresponding prior year period.

Previous wording

General and administrative expenses during the thirteen weeks ended June 26, 2025 increased $1.8 million, or 2.6%, compared to the corresponding prior year period. Our general and administrative expenses as a percentage of net sales decreased by approximately 30 basis points to 5.7% from 6.0% in the corresponding prior year period.

Current wording

General and administrative expenses during the thirteen weeks ended September 25, 2025 decreased $0.1 million, or 0.2%, compared to the corresponding prior year period. Our general and administrative expenses as a percentage of net sales decreased by approximately 40 basis points to 5.7% from 6.1% in the corresponding prior year period.

Previous wording

General and administrative expenses during the twenty-six weeks ended June 26, 2025 increased $4.1 million, or 3.1%, compared to the corresponding prior year period. Our general and administrative expenses as a percentage of net sales decreased by approximately 20 basis points to 5.8% from 6.0% in the corresponding prior year period.

Current wording

General and administrative expenses during the thirty-nine weeks ended September 25, 2025 increased $4.0 million, or 2.0%, compared to the corresponding prior year period. Our general and administrative expenses as a percentage of net sales decreased by approximately 20 basis points to 5.8% from 6.0% in the corresponding prior year period. The increase in general and administrative expenses in total was primarily driven by an increase of $5.3 million in personnel expenses, partially offset by a decrease of $1.5 million in other operating expenses.

Previous wording

The increases in general and administrative expenses in total for the thirteen and twenty-six weeks ended June 26, 2025 were primarily driven by an increase of $3.5 million and $6.5 million, respectively, in personnel expenses, partially offset by a decrease of $2.1 million and $1.7 million, respectively, in other operating expenses. The decreases in general and administrative expenses as a percentage of net sales for the thirteen and twenty-six weeks ended June 26, 2025 were primarily driven by decreases in other operating expenses and leverage of our general and administrative costs on higher net sales.

Current wording

The decreases in general and administrative expenses as a percentage of net sales for the thirteen and thirty-nine weeks ended September 25, 2025 were primarily driven by leverage of our general and administrative costs on higher net sales.

Previous wording

The decreases in pre-opening expenses during the thirteen and twenty-six weeks ended June 26, 2025 primarily resulted from decreases in the number of stores that we opened and were preparing to open compared to the corresponding prior year period.

Current wording

The decreases in pre-opening expenses during the thirteen and thirty-nine weeks ended September 25, 2025 primarily resulted from decreases in the number of stores that we opened and lower relocation expenses compared to the corresponding prior year period.

Previous wording

Net interest expense during the thirteen weeks ended June 26, 2025 increased $0.4 million, or 62.3%, compared to the corresponding prior year period primarily due to a decrease in interest capitalized, partially offset by higher interest income as a result of higher cash balances.

Current wording

Net interest expense during the thirty-nine weeks ended September 25, 2025 increased $0.4 million, or 14.5%, compared to the corresponding prior year period primarily due to a decrease in interest capitalized, partially offset by higher interest income as a result of higher cash balances.

Previous wording

Income tax expense was $17.6 million during the thirteen weeks ended June 26, 2025 compared to $14.0 million during the thirteen weeks ended June 27, 2024. The effective tax rate was 21.8% for the thirteen weeks ended June 26, 2025 compared to 19.8% in the corresponding prior year period.

Current wording

Income tax expense was $14.2 million during the thirteen weeks ended September 25, 2025 compared to $14.4 million during the thirteen weeks ended September 26, 2024. The effective tax rate was 19.8% for the thirteen weeks ended September 25, 2025 compared to 21.8% in the corresponding prior year period. The effective tax rate decrease during the thirteen weeks ended September 25, 2025 was primarily due to a decrease in state income taxes and an increase in federal tax credits.

Previous wording

Income tax expense was $31.4 million during the twenty-six weeks ended June 26, 2025 compared to $21.3 million during the twenty-six weeks ended June 27, 2024. The effective tax rate was 21.9% for the twenty-six weeks ended June 26, 2025 compared to 16.7% in the corresponding prior year period.

Current wording

Income tax expense was $45.6 million during the thirty-nine weeks ended September 25, 2025 compared to $35.8 million during the thirty-nine weeks ended September 26, 2024. The effective tax rate was 21.2% for the thirty-nine weeks ended September 25, 2025 compared to 18.4% in the corresponding prior year period. The effective tax rate increase during the thirty-nine weeks ended September 25, 2025 was primarily due to a decrease in excess tax benefits related to stock-based compensation awards.

Previous wording

(1) Excludes amortization of deferred financing costs, which is included as part of interest expense, net.

Current wording

(1)Excludes amortization of deferred financing costs, which is included as part of interest expense, net.

Previous wording

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

Current wording

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

Previous wording

(3) Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the twenty-six weeks ended June 26, 2025 and the thirteen and twenty-six weeks ended June 27, 2024 relate to changes in the fair value of contingent earn-out liabilities.

Current wording

(3)Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the thirty-nine weeks ended September 25, 2025 and the thirteen and thirty-nine weeks ended September 26, 2024 relate to changes in the fair value of contingent earn-out liabilities.

Previous wording

Liquidity is provided primarily by cash flows from operations and our $800.0 million ABL Facility. Unrestricted liquidity as of June 26, 2025 was $876.9 million, consisting of $176.9 million in cash and cash equivalents and $700.0 million immediately available for borrowing under the ABL Facility without violating any covenants thereunder. Our liquidity is generally not seasonal.

Current wording

Liquidity is provided primarily by cash flows from operations and our $800.0 million ABL Facility. Unrestricted liquidity as of September 25, 2025 was $893.5 million, consisting of $204.5 million in cash and cash equivalents and $689.0 million immediately available for borrowing under the ABL Facility without violating any covenants thereunder. Our liquidity is generally not seasonal.

Previous wording

Total capital expenditures in fiscal 2025 are planned to be between approximately $280 million to $320 million and are expected to be funded primarily by cash generated from operations and borrowings under the ABL Facility. Our capital needs may change in the future due to changes in our business, new opportunities that we choose to pursue, or other factors. We currently expect the following for capital expenditures in fiscal 2025 (projected amounts are based on the gross costs that we expect to accrue for these investments on the Condensed Consolidated Balance Sheets in fiscal 2025, which may include amounts incurred but not yet settled in cash during the period):

Current wording

Total capital expenditures in fiscal 2025 are planned to be between approximately $280 million to $300 million and are expected to be funded primarily by cash generated from operations. Our capital needs may change in the future due to changes in our business, new opportunities that we choose to pursue, or other factors. We currently expect the following for capital expenditures in fiscal 2025 (projected amounts are based on the gross costs that we expect to accrue for these investments on the Condensed Consolidated Balance Sheets in fiscal 2025, which may include amounts incurred but not yet settled in cash during the period):

Previous wording

•invest approximately $180 million to $205 million to open 20 warehouse-format stores, relocate stores, and begin construction on stores opening after fiscal 2025;

Current wording

•invest approximately $180 million to $200 million to open 20 warehouse-format stores, relocate stores, and begin construction on stores opening after fiscal 2025;

Previous wording

•invest approximately $20 million to $25 million in new distribution centers near Seattle and Baltimore;

Current wording

•invest approximately $20 million in new distribution centers near Seattle and Baltimore;

Previous wording

•invest approximately $45 million to $50 million in existing stores and distribution centers; and

Current wording

•invest approximately $45 million in existing stores and distribution centers; and

Previous wording

•invest approximately $35 million to $40 million in information technology infrastructure, e-commerce, and other store support center initiatives.

Current wording

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

Previous wording

Net cash provided by operating activities during the twenty-six weeks ended June 26, 2025 and June 27, 2024 was $155.3 million and $341.5 million, respectively. The decrease in net cash provided by operating activities was primarily driven by changes in inventory and trade accounts payable.

Current wording

Net cash provided by operating activities during the thirty-nine weeks ended September 25, 2025 and September 26, 2024 was $257.8 million and $501.8 million, respectively. The decrease in net cash provided by operating activities was primarily driven by changes in inventory and trade accounts payable.

Previous wording

Net cash used in investing activities during the twenty-six weeks ended June 26, 2025 and June 27, 2024 was $160.8 million and $225.6 million, respectively. The decrease in net cash used in investing activities was due to a decrease in capital expenditures primarily driven by a decrease in new stores under construction compared to the corresponding prior year period.

Current wording

Net cash used in investing activities during the thirty-nine weeks ended September 25, 2025 and September 26, 2024 was $238.8 million and $349.4 million, respectively. The decrease in net cash used in investing activities was due to a decrease in capital expenditures primarily driven by a decrease in new stores under construction compared to the corresponding prior year period.

Previous wording

Net cash used in financing activities during the twenty-six weeks ended June 26, 2025 and June 27, 2024 was $5.2 million and $12.2 million, respectively. The decrease in net cash used in financing activities was primarily driven by a decrease in payments of contingent earn-out liabilities and tax payments for stock-based compensation awards.

Current wording

Net cash used in financing activities during the thirty-nine weeks ended September 25, 2025 and September 26, 2024 was $2.1 million and $6.0 million, respectively. The decrease in net cash used in financing activities was primarily driven by a decrease in tax payments for stock-based compensation awards.

Previous wording

As of June 26, 2025, total Term Loan Facility debt outstanding was $199.2 million, and no amounts were outstanding under our ABL Facility. For additional information regarding our Term Loan Facility and ABL Facility, including applicable covenants and other details, please refer to Note 3, “Debt” to our condensed consolidated financial statements included in this Quarterly Report.

Current wording

As of September 25, 2025, total Term Loan Facility debt outstanding was $198.7 million, and no amounts were outstanding under our ABL Facility. For additional information regarding our Term Loan Facility and ABL Facility, including applicable covenants and other details, please refer to Note 3, “Debt” to our condensed consolidated financial statements included in this Quarterly Report.

Previous wording

The current geopolitical environment, particularly related to existing and potential changes in global trade and tariffs, has created uncertainty surrounding the future state of the global economy and related impacts to our supply chain. In early 2025, the U.S. imposed significant additional tariffs on products from most countries where we source products, with further tariffs being considered. Although some of those tariffs were subsequently paused, it is unclear whether the pause will remain in place, and if so, for how long. Additionally, certain countries where we source products either have imposed or are considering imposing new tariffs and other trade measures on U.S. products in response, resulting in potentially escalating tariffs and trade conflict between the U.S. and its trading partners.

Current wording

The current geopolitical environment, particularly related to existing and potential changes in global trade and tariffs, has created uncertainty surrounding the future state of the global economy and related impacts to our supply chain. In 2025, the U.S. has imposed significant additional tariffs on products from most countries where we source products, with further tariffs being considered. Although some tariffs were subsequently paused, it is unclear whether the pauses will remain in place, and if so, for how long. Additionally, certain countries where we source products either have imposed or are considering imposing new tariffs and other trade measures on the U.S. in response, resulting in potentially escalating tariffs and trade conflict between the U.S. and its trading partners.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The increases in selling and store operating expenses as a percentage of net sales during the thirteen and thirty-nine weeks ended September 25, 2025 were primarily attributable to the addition of new stores and deleverage from a decrease in comparable store sales.

Current report — wording carried from elsewhere

Net interest expense during the thirteen weeks ended September 25, 2025 increased $0.4 million, or 212.7%, compared to the corresponding prior year period primarily due to a decrease in interest capitalized, partially offset by lower average interest rates and lower average outstanding borrowings.