Bob's Discount Furniture, Inc.

10-K 1 a2025bdfannualfinancialsta.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 28, 2025

OR

For the transition period from ___________ to ___________

Commission file number 001-43101

(Exact name of registrant as specified in its charter)

(860) 474 1200

Registrant’s telephone number, including area code

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TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

The discussion in this Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (this “Annual Report”) contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements can generally be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements include, but are not limited to, statements concerning: plans to open new stores, expand into new regions and increase market share; our ability to drive increased marketing efficiencies and lower customer acquisition costs as we grow; anticipated top-line growth and margin expansion; the capacity of our existing model to support future growth; our ability to manage supplier relationships; our digital expansion; and plans to increase brand awareness and increase comparable sales.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions described in “Item 1A. Risk Factors” and elsewhere in this Annual Report, including those relating to, among other things:

•our reliance on foreign manufacturing, suppliers and imports for our products;

•the significant competition within our industry;

•our ability to successfully anticipate or respond to changes in consumer preferences;

•global economic conditions and the effect of economic pressures and other business factors on discretionary consumer spending;

•managing the challenges associated with our planned new store growth;

•failures by our third-party suppliers or the unavailability of suitable suppliers at reasonable prices;

•failures of our vendors to meet our quality standards or applicable regulatory frameworks;

•disruption in our distribution capabilities or supply chain;

•our ability to protect our intellectual property rights;

•compliance with applicable governmental regulations;

•our ability to protect the privacy and security of information related to our customers, us, our employees or others;

•disruption in our information systems; and

•our ability to effectively manage our eCommerce platform and digital marketing efforts.

The forward-looking statements contained in this Annual Report represent our views as of the date of this Annual Report. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.

Basis of Presentation and Certain Definitions

The Company reports on a 52- or 53-week fiscal year comprised of 13- or 14-week fourth quarters, with each fiscal year ending on the Sunday closest to December 31. Fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 are 52-week fiscal years with 13-week fourth quarters. The Company’s fiscal quarters follow a 13-week convention, with each quarter ending on a Sunday.

References in this Annual Report to “fiscal year 2026” refer to the fiscal year ending January 3, 2027, “fiscal year 2025” refer to the fiscal year ended December 28, 2025, “fiscal year 2024” refer to the fiscal year ended December 29, 2024 and “fiscal year 2023” refer to the fiscal year ended December 31, 2023.

Unless the context requires otherwise, references in this Annual Report to:

•“AUVs” means average unit volumes, a measure of average sales per store, which is calculated by dividing the total sales across all stores by the total number of stores, and which includes stores opened for at least the last 12 months and excludes sales made through our outlets;

•the “Company,” “Bob’s,” “Bob’s Discount Furniture,” “we,” “us” and “our” refer to Bob’s Discount Furniture, Inc. and its consolidated subsidiaries;

•“comparable sales growth” means our key performance indicator (“KPI”) that measures performance during the current reporting period against the performance of the comparable store sales and eCommerce sales in the corresponding period of the previous fiscal year. Comparable store sales consist of net revenues from our stores beginning on the first day of the 14th full fiscal month following the store’s opening, which is when we believe comparability is achieved. eCommerce sales consist of net revenues from online purchases during the current reporting period. Any change in the square footage of an existing comparable store, including for remodels and relocations within the same primary trade area of the existing store being relocated, does not eliminate that store from inclusion in the calculation of comparable store sales;

•“number of new stores” means our KPI reflecting the number of stores opened during a particular reporting period;

•“number of stores” means our KPI that reflects the number of stores as of a particular date; and

•“SKU” means stock keeping unit, a unique identifier for each distinct product offered for sale by the Company.

Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and results of operations. You should carefully consider the risks discussed in the section titled “Item 1A. Risk Factors,” including the following risks, before investing in shares of our common stock:

•We are subject to risks associated with our reliance on foreign manufacturing, suppliers and imports for our products.

•We face significant competition from national, regional and local retailers of home furnishings.

•If we fail to successfully anticipate or respond to changes in consumer preferences in a timely manner, our sales may decline.

•Our business, results of operations and financial condition may be adversely affected by global economic conditions and the effect of economic pressures, including inflation, and other business factors on discretionary consumer spending and consumer preferences.

•If we fail to successfully manage the challenges that our planned new store growth poses or encounter unexpected difficulties or higher costs during our expansion, our operating results and future growth opportunities could be adversely affected.

•Our business requires that we lease substantial amounts of space, and there can be no assurance that we will be able to continue to lease space on terms as favorable as the leases negotiated in the past.

•We are dependent upon the ability of our third-party suppliers to meet our requirements; any failures by these producers, or the unavailability of suitable suppliers at reasonable prices or limitations on our ability to source from third-party vendors may negatively impact our ability to deliver quality products to our customers on a timely basis or result in higher costs or reduced net revenues.

•Any disruption in our distribution capabilities, supply chain or our related planning and control processes may adversely affect our business, financial condition and operating results.

•Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.

•If our efforts to protect the privacy and security of information related to our customers, us, our employees, our associates, our suppliers and other third parties are not successful, we could become subject to litigation, investigations, liability and negative publicity that could significantly harm our reputation and relationships with our customers and adversely affect our business, financial condition, and operating results.

•Our intellectual property rights are valuable, and any failure to protect them could reduce the value of our products and brand and harm our business.

•Federal, state or local laws and regulations, or our failure to comply with such laws and regulations, could increase our expenses, restrict our ability to conduct our business and expose us to legal risks.

•Because investment funds advised by Bain Capital and its affiliates (“Bain Capital”) own a significant percentage of our common stock, it may control all major corporate decisions and its interests may conflict with our stockholders’ and our interests.