Savers Value Village Inc
For the period ended Dec 30, 2023. Filed Mar 8, 2024.
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FY2023 · Filed Mar 8, 2024
SVV$10.07-5.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Report.
(1) The following consolidated financial statements are contained in Item 8:
| Consolidated Financial Statements | Page in this Report |
|---|---|
| Report of KPMG, independent registered public accounting firm (Public Company Accounting Oversight Board ID: 185) | 86 |
| Consolidated Balance Sheets | 88 |
| Consolidated Statements of Operations and Comprehensive Income | 89 |
| Consolidated Statements of Stockholders’ Equity | 90 |
| Consolidated Statements of Cash Flows | 91 |
| Notes to Consolidated Financial Statements | 92 |
(2) The following Financial Statement Schedules are included herein:
Schedules are not submitted because they are not applicable, not required or because the required information is included in the financial statements or the notes thereto.
(3) The following exhibits are filed as part of this report:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Form | Exhibit | Filing Date | Filed Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | 8-K | 3.1 | 7/3/2023 | |
| 3.2 | Amended and Restated Bylaws of the Company | 8-K | 3.2 | 7/3/2023 | |
| 4.1 | Amended of Restated Stockholders Agreement, dated as of July 3, 2023, by and among the Company and the other parties named therein | 10-Q | 4.1 | 8/11/2023 | |
| 4.2 | Registration Rights Agreement, dated as of July 3, 2023, by and among the Company and the other parties named therein | 8-K | 10.1 | 7/3/2023 | |
| 4.3 | Indenture, dated as of February 6, 2023, by and among Evergreen AcqCo 1 LP, TVI, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee. | S-1/A | 4.3 | 2/8/2023 | |
| 4.4 | Description of Securities | X | |||
| 10.1 | Form of Indemnification Agreement | S-1/A | 10.1 | 5/11/2023 | |
| 10.2 | Credit Agreement, dated as of April 26, 2021, by and among Evergreen Acqco 1 LP, as US Borrower, Value Village Canada Inc., as Canadian Borrower, S-Evergreen Holding Corp., as Holdings, Evergreen Acqco GP LLC, as Holdings GP, KKR Loan Administration Services LLC, as Administrative Agent and as Collateral Agent, KKR Capital Markets LLC, as Lender and as Joint Lead Arranger, Jefferies Finance LLC, as Lender and as Joint Lead Arranger, PNC Bank, National Association, as Lender and as Joint Lead Arranger, and Credit Suisse Loan Funding LLC, as Lender and as Joint Lead Arranger. | S-1/A | 10.2 | 3/30/2023 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| 10.3 | First Amendment to Credit Agreement, dated as of November 8, 2021, by and among Evergreen Acqco 1 LP, as US Borrower, Value Village Canada Inc., as Canadian Borrower, S-Evergreen Holding Corp., as Holdings, Evergreen Acqco GP LLC, as Holdings GP, KKR Loan Administration Services LLC, as Administrative Agent and as Collateral Agent, KKR Corporate Lending LLC, as a 2021 Incremental Term Lender, Jefferies Finance LLC, as a 2021 Incremental Term Lender and Credit Suisse AG, Cayman Islands Branch, as a 2021 Incremental Term Lender. | S-1 | 10.3 | 12/22/2021 | |
| 10.4 | Second Amendment to Credit Agreement, dated as of November 23, 2022, among Evergreen Acqco 1 LP, as US Borrower, Value Village Canada INC., as Canadian Borrower, S-Evergreen Holding Corp., as Holdings, Evergreen Acqco GP LLC, as Holdings GP, the other Guarantors party thereto, KKR Loan Administration Services LLC, as Administrative Agent and Collateral Agent, and PNC Bank, National Association, as 2022 Incremental Revolving Lender. | S-1/A | 10.4 | 3/30/2023 | |
| 10.5 | Third Amendment to Credit Agreement, dated as of January 30, 2024, by and among Evergreen Acqco 1 LP, as US Borrower, Value Village Canada Inc., as Canadian Borrower, S-Evergreen Holding Corp., as Holdings, Evergreen Acqco GP LLC, as Holdings GP, the other Guarantors party thereto and KKR Loan Administration Services LLC, as Administrative Agent and Collateral Agent. | X | |||
| 10.6 | Agreement for the Design, Manufacturing and Commissioning of a Centralized Processing Center CPC, dated as of July 24, 2020, by and between the Registrant and the other party named therein. | S-1 | 10.4 | 12/22/2021 | |
| 10.7 | Agreement for the Design, Manufacturing and Commissioning of a Books and Media Processing System, dated as of September 22, 2020, by and between the Registrant and the other party named therein. | S-1 | 10.5 | 12/22/2021 | |
| 10.8# | Omnibus Incentive Compensation Plan | S-1/A | 10.7 | 5/11/2023 | |
| 10.9# | Form of Option Agreement under the Omnibus Incentive Compensation Plan | S-1/A | 10.8 | 5/11/2023 | |
| 10.10# | Form of Restricted Stock Unit Agreement under the Omnibus Incentive Compensation Plan | S-1/A | 10.9 | 5/11/2023 | |
| 10.11# | 2019 Management Incentive Plan | S-1/A | 10.10 | 5/11/2023 | |
| 10.12# | Form of Option Agreement under the 2019 Management Incentive Plan | S-1/A | 10.11 | 5/11/2023 | |
| 10.13# | Employment Agreement by and between the Company and Mark Walsh | S-1/A | 10.12 | 5/11/2023 | |
| 10.14# | Form of Executive Employment Agreement | S-1/A | 10.13 | 5/11/2023 | |
| 10.15# | Non-Qualified Deferred Compensation Plan | S-1/A | 10.14 | 5/11/2023 | |
| 10.16# | Form of Annual Bonus Plan | S-1/A | 10.15 | 5/11/2023 | |
| 21.1 | Subsidiaries | X | |||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm. | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| Incorporated by Reference | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) | X | |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002 | X | |
| 97.1 | Incentive Compensation Recoupment Policy of Savers Value Village, Inc. | X | |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | ||
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2023, formatted in Inline XBRL (included within Exhibit 101). | ||
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