Savers Value Village Inc

Previous wording

We are the largest for-profit thrift operator in the United States (“U.S.”) and Canada and operate a total of 326 stores under the Savers®, Value Village®, Value Village Boutique™, Village des Valeurs™, Unique®, and 2nd Ave.® banners. We are committed to redefining secondhand shopping by providing one-of-a-kind, low-priced merchandise ranging from quality clothing to home goods in an exciting treasure-hunt shopping environment. We purchase secondhand textiles (e.g., clothing, bedding and bath items), shoes, accessories, housewares, books and other goods from our non-profit partners (“NPPs”) either directly from them or via on-site donations (“OSDs”) at Community Donation Centers (“CDCs”) at our stores as well as through GreenDrop’s mobile donation stations. We then process, select, price, merchandise and sell these items in our stores. Items that are not sold to our retail customers are marketed to wholesale customers, who reuse or repurpose the items they purchase from us. We believe our hyper-local and socially responsible procurement model, industry-leading and innovative operations, differentiated value proposition and deep relationships with our customers distinguish us from other secondhand and value-based retailers. Our business model is rooted in ESG principles, with a mission to positively impact our stakeholders: thrifters, NPPs and their donors, our team members and our stockholders. As a leader and pioneer of the for-profit thrift category, we seek to positively impact the environment by reducing waste and extending the life of reusable goods. The vast majority of the clothing and textiles we source are sold to our retail or wholesale customers.

Current wording

We are the largest for-profit thrift operator in the United States (“U.S.”) and Canada and operate a total of 337 stores under the Savers®, Value Village®, Value Village Boutique™, Village des Valeurs™, Unique®, and 2nd Ave.® banners. We are committed to redefining secondhand shopping by providing one-of-a-kind, low-priced merchandise ranging from quality clothing to home goods in an exciting treasure-hunt shopping environment. We purchase secondhand textiles (e.g., clothing, bedding and bath items), shoes, accessories, housewares, books and other goods from our non-profit partners (“NPPs”) either directly from them or via on-site donations (“OSDs”) at Community Donation Centers (“CDCs”) at our stores as well as through GreenDrop’s mobile donation stations. We then process, select, price, merchandise and sell these items in our stores. Items that are not sold to our retail customers are marketed to wholesale customers, who reuse or repurpose the items they purchase from us. We believe our hyper-local and socially responsible procurement model, industry-leading and innovative operations, differentiated value proposition and deep relationships with our customers distinguish us from other secondhand and value-based retailers. Our business model is rooted in ESG principles, with a mission to positively impact our stakeholders: thrifters, NPPs and their donors, our team members and our stockholders. As a leader and pioneer of the for-profit thrift category, we seek to positively impact the environment by reducing waste and extending the life of reusable goods. The vast majority of the clothing and textiles we source are sold to our retail or wholesale customers.

Previous wording

We offer a dynamic, ever-changing selection of items, with an average unit retail (“AUR”) price of approximately $5. Our most engaged customers are members of our Super Savers Club® loyalty program. As of March 30, 2024, we had 5.5 million total active members enrolled in our U.S. and Canadian loyalty programs each of whom have made a purchase within the last 12 months, compared to 4.9 million total active members as of April 1, 2023. Active members drove 70.9% of point-of-sale transaction value during the twelve months ended March 30, 2024, compared to 69.8% of point-of-sale transaction value during the twelve months ended April 1, 2023. Beginning in the third quarter of fiscal 2023, the Company updated its active loyalty member statistics for both fiscal 2023 and fiscal 2022 to include all stores.

Current wording

We offer a dynamic, ever-changing selection of items, with an average unit retail (“AUR”) price of approximately $5. Our most engaged customers are members of our Super Savers Club® loyalty program. As of June 29, 2024, we had 5.7 million total active members enrolled in our U.S. and Canadian loyalty programs each of whom have made a purchase within the last 12 months, compared to 5.1 million total active members as of July 1, 2023. Active members drove 71.5% of point-of-sale transaction value during the twelve months ended June 29, 2024, compared to 69.6% of point-of-sale transaction value during the twelve months ended July 1, 2023. Beginning in the third quarter of fiscal 2023, the Company updated its active loyalty member statistics to include all stores. Active loyalty member statistics for prior years reflect this update.

Previous wording

•OSDs: donations of items by individuals to our local NPPs made at CDCs located at our stores; and

Current wording

•OSDs: donations of items by individuals to our local NPPs made at CDCs located at our stores;

Previous wording

•GreenDrop locations: mobile donation stations placed in convenient, attractive and high-traffic locations that offer a fast and friendly experience to donors in the communities surrounding our stores.

Current wording

•GreenDrop locations: mobile donation stations placed in convenient, attractive and high-traffic locations that offer a fast and friendly experience to donors in the communities surrounding our stores; and

Previous wording

The following highlights our financial results for the thirteen weeks ended March 30, 2024 (the “first quarter”) compared to the thirteen weeks ended April 1, 2023:

Current wording

The following highlights our financial results for the thirteen weeks ended June 29, 2024 (the “second quarter”):

Previous wording

•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased 2.1% to $60.3 million, and Adjusted EBITDA margin decreased 10 basis points to 17.0%. Changes in foreign currency rates positively impacted Adjusted EBITDA by $0.2 million during the first quarter.

Current wording

•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $80.0 million and Adjusted EBITDA margin was 20.7%. Changes in foreign currency rates negatively impacted Adjusted EBITDA by $0.8 million during the second quarter.

Previous wording

Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as well as amounts presented on a constant currency basis, are not measures recognized under U.S. GAAP. For additional information on our use of non-GAAP financial measures and a reconciliation to the nearest GAAP measure, see “Non-GAAP Measures” below.

Current wording

Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as well as amounts presented on a constant currency basis, are not measures recognized under U.S. GAAP. For additional information on our use of non-GAAP financial measures and a reconciliation to the nearest GAAP measure, see “Non-GAAP Financial Measures” below.

Previous wording

On May 6, 2024, the Company acquired, for an immaterial amount, 2 Peaches Group, LLC, a thrift store chain with seven locations in the Atlanta, Georgia metropolitan area. The acquired stores are the Company’s first locations in the state of Georgia and will serve as a base for the Company’s entrance and expansion into the southeast region of the U.S. For the period of May 7, 2024 to December 28, 2024, the acquisition is expected to generate approximately $7 million in net sales.

Current wording

On May 6, 2024, the Company acquired all of the equity of 2 Peaches for $5.4 million, which primarily comprised of cash consideration of $3.5 million, including a holdback of $0.5 million, and acquisition-related contingent consideration with an initial fair value of $1.9 million (the “2 Peaches Acquisition”). 2 Peaches is a thrift store chain with seven locations in the Atlanta, Georgia metropolitan area. The acquired stores are the Company’s first locations in the state of Georgia and will serve as a base for the Company’s entrance and expansion into the southeast region of the U.S. Goodwill arising from the acquisition amounted to less than $0.1 million.

Previous wording

(1)Comparable store sales growth is the percentage change in comparable store sales over the comparable period in the prior fiscal year. We define 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. In fiscal year 2023, comparable store sales growth excludes stores acquired in the 2nd Ave. acquisition because those stores were not yet fully integrated during the prior year comparative period. Comparable store sales growth is measured in local currency for Canada, while total comparable store sales growth is measured on a constant currency basis.

Current wording

(1)Comparable store sales is the percentage change in comparable store sales over the comparable period in the prior fiscal year. We define 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. In fiscal year 2024, comparable store sales excludes stores acquired in the 2 Peaches Acquisition. In fiscal year 2023, comparable store sales excludes stores acquired in the 2nd Ave. acquisition because those stores were not yet fully integrated during the prior year comparative period. Comparable store sales is measured in local currency for Canada, while total comparable store sales is measured on a constant currency basis.

Previous wording

(2)Total comparable store sales growth and total number of stores include our Australia retail locations, in addition to retail stores in the U.S. and Canada.

Current wording

(2)Total comparable store sales and total number of stores include our Australia retail locations, in addition to retail stores in the U.S. and Canada.

Previous wording

Comparable store sales growth provides us with visibility into top-line performance on a like-for-like basis excluding new stores opened in the current or previous reporting period and excluding all closed stores as of the end of the current reporting period. We believe investors can use this metric to assess our ability to increase comparable store sales over time.

Current wording

Comparable store sales provides us with visibility into top-line performance on a like-for-like basis excluding new stores opened in the current or previous reporting period and excluding all closed stores as of the end of the current reporting period. We believe investors can use this metric to assess our ability to increase comparable store sales over time.

Previous wording

During the thirteen weeks ended March 30, 2024, our comparable store sales growth was 0.3%, primarily reflecting an increase in average basket size and transaction count in our U.S. Retail segment, partially offset by a decline in transaction count in our Canada Retail segment. During the thirteen weeks ended April 1, 2023, our comparable store sales growth was 7.2%, primarily reflecting growth in transaction count.

Current wording

During the thirteen weeks ended June 29, 2024, our comparable store sales declined 0.1%, primarily reflecting a decrease in transactions and average basket in our Canada Retail segment, largely offset by higher transactions and average basket in our U.S. Retail segment. During the thirteen weeks ended July 1, 2023, our comparable store sales increased 5.5%, primarily reflecting higher transactions.

Previous wording

Our number of stores provides us visibility into our scale of operations and is viewed as a key driver of long-term growth. We believe investors can use this metric to assess our ability to open new stores in high-growth markets while reducing the number of stores in low-growth markets.

Current wording

Our number of stores provides us visibility into the scale of our operations and is viewed as a key driver of long-term growth. We believe investors can use this metric to assess our ability to open new stores, especially in in high-growth markets.

Previous wording

Our number of open stores increased to 326 stores as of March 30, 2024, from 317 stores as of April 1, 2023. The increase in stores resulted from the opening of three new stores in the U.S. and six new stores in Canada.

Current wording

Our number of stores increased to 337 stores as of June 29, 2024, from 318 stores as of July 1, 2023. The increase in stores resulted from the opening of six new stores in the U.S., five new stores in Canada and one new store in Australia, as well as the addition of seven stores through the 2 Peaches Acquisition.

Previous wording

During the thirteen weeks ended March 30, 2024, we processed 238 million pounds of supply, of which 71.9% was comprised of supply from OSDs and GreenDrop. During the thirteen weeks ended April 1, 2023, we processed 240 million pounds of supply, of which 68.3% was comprised of supply from OSDs and GreenDrop.

Current wording

During the thirteen weeks ended June 29, 2024, we processed 254 million pounds of supply, of which 78.3% was comprised of supply from OSDs and GreenDrop. During the thirteen weeks ended July 1, 2023, we processed 246 million pounds of supply, of which 76.4% was comprised of supply from OSDs and GreenDrop.

Previous wording

On a currency neutral and comparable store basis, our sales yield for the thirteen weeks ended March 30, 2024 was $1.41, compared to $1.39 for the thirteen weeks ended April 1, 2023. The 1.4% improvement in sales yield primarily reflects an increase in average selling price.

Current wording

On a currency neutral and comparable store sales basis, our sales yield for the thirteen weeks ended June 29, 2024 was $1.46, compared to $1.49 for the thirteen weeks ended July 1, 2023. The 2.0% decline in sales yield primarily reflects a decrease in items sold per pound processed in Canada.

Previous wording

Salaries, wages and benefits expense decreased by $8.9 million, or 9.6%, during thethirteen weeks ended March 30, 2024, compared to thethirteen weeks ended April 1, 2023.

Current wording

Salaries, wages and benefits expense increased by $23.6 million, or 35.1%, during thethirteen weeks ended June 29, 2024, compared to thethirteen weeks ended July 1, 2023.

Previous wording

Personnel costs for our retail and wholesale operations remained consistent during thethirteen weeks ended March 30, 2024 and thethirteen weeks ended April 1, 2023.

Current wording

Personnel costs for our retail and wholesale operations increased by$2.6 million during the thirteen weeks ended June 29, 2024, compared to the thirteen weeks ended July 1, 2023. The increase primarily reflects growth in our store base year-over-year, as well as higher wage rates.

Previous wording

Depreciation and amortization during the thirteen weeks ended March 30, 2024, increased by $3.8 million, or 26.4%, compared to the thirteen weeks ended April 1, 2023. The increase in depreciation and amortization resulted primarily from investments in our store build-outs, CPCs and Automatic Book Processing systems (“ABPs”), as well as capital expenditures related to capital maintenance.

Current wording

Depreciation and amortization during the thirteen weeks ended June 29, 2024 increased by $2.7 million, or 18.3%, compared to the thirteen weeks ended July 1, 2023. The increase in depreciation and amortization resulted primarily from investments in our store build-outs, CPCs and Automatic Book Processing systems (“ABPs”), as well as capital expenditures related to capital maintenance.

Previous wording

Total interest expense, net decreased $8.4 million, or 34.3%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. This $8.4 million decrease resulted primarily from a $7.7 million decrease in interest expense, net, which was primarily due to a lower weighted average face value of debt. The weighted average face value of debt declined from $1.0 billion during the thirteen weeks ended April 1, 2023 to $802.6 million during the thirteen weeks ended March 30, 2024 primarily due to the timing of debt issuance and debt repayments. Also contributing to the $7.7 million decrease in interest expense, net, was a decline in the weighted average interest rate on our debt from 10.15% to 9.73%. This decline was primarily due to the execution of the Third Amendment to our Senior Secured Credit Facilities on January 30, 2024, which lowered the total margin on existing borrowings under the Term Loan Facility by 1.51 percentage points.

Current wording

Total interest expense, net decreased $12.0 million, or 43.1%, during the thirteen weeks ended June 29, 2024, compared to the thirteen weeks ended July 1, 2023. This $12.0 million decrease resulted primarily from a $11.6 million decrease in interest expense, net, which was primarily due to a lower weighted average face value of debt and to a lesser extent, a decrease in the weighted average interest rate. The weighted average face value of debt decreased 32.2% from $1.13 billion during the thirteen weeks ended July 1, 2023 to $765.7 million during the thirteen weeks ended June 29, 2024 primarily due to the timing of debt issuance and debt repayments. Over the same period, the weighted average interest rate decreased 90 basis points from 10.36% to 9.46%. This decrease was primarily due to the execution of the Third Amendment to our Senior Secured Credit Facilities on January 30, 2024, which lowered the total margin on existing borrowings under the Term Loan Facility by 151 basis points.

Previous wording

Gains and losses on foreign currency relate primarily to movementsin the Canadian Dollar (“CAD”) relative to the U.S. Dollar (“USD”). During the thirteen weeks ended March 30, 2024, USD strengthened against CAD resulting in remeasurement losses of $6.8 million arising primarily on USD-denominated debt held by one of our Canadian entities, which was primarily offset by $5.9 million in gains on derivative instruments that we used to manage the USD – CAD exchange rate risk. During the thirteen weeks ended April 1, 2023, we did not experience any material gains or losses related to foreign currency movements.

Current wording

Gains and losses on foreign currency relate primarily to movementsin the Canadian Dollar (“CAD”) relative to the U.S. Dollar (“USD”). During the thirteen weeks ended June 29, 2024, USD strengthened against CAD resulting in remeasurement losses of $3.2 million arising primarily on USD-denominated debt held by one of our Canadian entities. These losses were largely offset by a $2.2 million gain on derivative instruments used to manage foreign currency exchange rate risk, substantially all of which arose on cross currency swaps prior to their termination in April 2024.

Previous wording

The following table presents income tax benefit:

Current wording

The following table presents income tax expense:

Previous wording

U.S. Retail net sales increased by $8.6 million, or 4.7%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The increase in U.S. Retail net sales resulted primarily from comparable store sales growth of 2.3% and a 2.0% increase in the number of stores year over year. The increase in comparable store sales was driven by an increase in average basket size and transaction count.

Current wording

U.S. Retail net sales increased by $10.6 million, or 5.4%, during the thirteen weeks ended June 29, 2024, compared to the thirteen weeks ended July 1, 2023. The increase in U.S. Retail net sales resulted primarily from a 2.1% increase in comparable store sales and the opening of six new stores year-over year. The increase in comparable store sales was driven by higher transactions and average basket.

Previous wording

Other includes our Australian retail stores and our wholesale operations. Net sales and segment profit for our other business decreased$0.9 million and $1.1 million, respectively, during the thirteen weeks ended March 30, 2024.

Current wording

Other includes our Australian retail stores and our wholesale operations. Net sales for our other business increased$0.6 million and segment profit decreased $3.4 million during the thirteen weeks ended June 29, 2024.

Previous wording

Personnel costs for our corporate employees decreased by $8.9 million. Adjusting for the$18.0 million of IPO-related stock-based compensation incurred during the thirteen weeks ended March 30, 2024 and the$24.1 million special one-time bonus and related taxes incurred during the thirteen weeks ended April 1, 2023 in relation to the issuance of our Senior Secured Notes, personnel costs for our corporate employees decreased $2.8 million primarily reflecting a reduction to annual incentive plan expense.

Current wording

Personnel costs for our corporate employees increased by $12.1 million, or 18.9%. Adjusting for the $37.7 million of IPO-related stock-based compensation incurred during thetwenty-six weeks ended June 29, 2024 and the $24.1 million special one-time bonus and related taxes incurred during thetwenty-six weeks ended July 1, 2023 in relation to the issuance of our Senior Secured Notes, personnel costs for our corporate employees decreased $1.6 million primarily reflecting a reduction to annual incentive plan expense, partially offset by higher wage rates, stock-based compensation expense and severance costs.

Previous wording

SG&A increased by $0.7 million, or 0.9%, during the thirteen weeks ended March 30, 2024, compared to the thirteen weeks ended April 1, 2023. The increase in SG&A resulted primarily from a $1.9 million increase in other expenses which includes information technology and general corporate and store expenses, as well as a $0.7 million increase in marketing due to increased store growth and current initiatives. These increases were partially offset by a $2.5 million decrease in repairs and maintenance reflecting reduced store maintenance activities.

Current wording

SG&A increased by $10.9 million, or 7.3%, during the twenty-six weeks ended June 29, 2024, compared to the twenty-six weeks ended July 1, 2023. The increase in SG&A resulted primarily from a $7.1 million increase in rent and utilities driven by growth in our store base and store preopening expenses, and a $6.7 million increase in other expenses which includes investments in information technology and an increase in store expenses. These increases were partially offset by a $3.0 million decrease in repairs and maintenance reflecting reduced store maintenance activities.

Previous wording

During thethirteen weeks ended March 30, 2024, loss on extinguishment of debt of $4.1 million comprised $0.7 million associated with the repricing of outstanding borrowings under our Term Loan Facility on January 30, 2024 and $3.4 million associated with the redemption of $49.5 million aggregate principal amount of Senior Secured Notes on March 4, 2024.

Current wording

During the twenty-six weeks ended June 29, 2024, loss on extinguishment of debt of $4.1 million comprised $0.7 million associated with the repricing of outstanding borrowings under our Term Loan Facility on January 30, 2024 and $3.4 million associated with the redemption of $49.5 million aggregate principal amount of Senior Secured Notes on March 4, 2024.

Previous wording

In connection with the issuance of the Senior Secured Notes on February 6, 2023, we repaid $233.4 million of outstanding borrowings under the Term Loan Facility, which resulted in a loss on debt extinguishment of $6.0 million during thethirteen weeks ended April 1, 2023.

Current wording

In connection with the issuance of our Senior Secured Notes on February 6, 2023, we prepaid $233.4 million of outstanding borrowings under the Term Loan Facility, which resulted in a loss on debt extinguishment of $6.0 million during thetwenty-six weeks ended July 1, 2023.

Previous wording

During the thirteen weeks ended March 30, 2024, we recorded an income taxbenefitof $4.5 million on loss before income taxesof $5.0 million, resulting in an effective tax rateof 90.6%. For the thirteen weeks ended April 1, 2023, we recorded $3.4 million of income tax benefit on loss before income taxes of $13.6 million, resulting in an effective income tax rate of 25.2%. The increase in our effective income tax rate resulted primarily from a smaller loss before taxes and a decrease to the deduction in the valuation allowances, an increase to non-deductible stock-based compensation and executive compensation under Internal Revenue Code Section 162(m), an increase in excess tax benefits related to stock option exercises, and a decrease in Global Intangible Low Taxed Income (“GILTI”), with a corresponding decrease to Foreign Derived Intangible Income (“FDII”) deductions and foreign tax credits. Executive compensation deduction limitations under Section 162(m) are imposed on publicly held corporations and therefore did not apply to the Company prior to completion of its IPO on July 3, 2023.

Current wording

During the twenty-six weeks ended June 29, 2024, we recorded income tax expense of $1.8 million on income before income taxesof$11.0 million, resulting in an effective tax rateof 16.3%. During the twenty-six weeks ended July 1, 2023, we recorded $7.6 million of income tax expense on income before income taxes of$32.4 million, resulting in an effective income tax rate of 23.3%. The decrease in our effective income tax rate resulted primarily from lower income before income taxes, an increase to executive compensation under Internal Revenue Code Section 162(m), and a decrease in Global Intangible Low Taxed Income (“GILTI”), with a corresponding decrease to Foreign Derived Intangible Income (“FDII”) deductions and foreign tax credits. Executive compensation deduction limitations under Section 162(m) are imposed on publicly held corporations and therefore did not apply to the Company prior to the completion of its IPO on July 3, 2023.

Previous wording

Adjusted net income is defined asnet loss 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, certain other adjustments, the tax effect on the above adjustments, andthe excess tax benefit from stock option exercises. We define Adjusted net income per diluted share as Adjusted net income divided by diluted weighted average common shares outstanding.

Current wording

Adjusted net income is defined asnet 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, andthe excess tax shortfall (benefit) from stock-based compensation. We define Adjusted net income per diluted share as Adjusted net income divided by diluted weighted average common shares outstanding.

Previous wording

We define Adjusted EBITDA as net loss excluding the impact of interest expense, net, Income tax benefit, depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, transaction costs, dividend-related bonus, loss (gain) on foreign currency, net, and certain other adjustments. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.

Current wording

We define Adjusted EBITDA as net income excluding the impact of interest expense, net, income tax expense, depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, executive transition costs, transaction costs, dividend-related bonus, loss (gain) on foreign currency, net, and certain other adjustments. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.

Previous wording

A reconciliation of GAAP net loss and GAAP net loss per diluted share to Adjusted net income and Adjusted net income per diluted share is presented in the table below:

Current wording

A reconciliation of GAAP net income and GAAP net income per diluted share to Adjusted net income and Adjusted net income per diluted share is presented in the table below:

Previous wording

(6)The thirteen weeks ended April 1, 2023 includes legal settlement proceeds of $0.5 million.

Current wording

(7)The thirteen and twenty-six weeks ended June 29, 2024 includes insurance proceeds of $0.7 million. The twenty-six weeks ended July 1, 2023 includes legal settlement proceeds of $0.5 million.

Previous wording

(7)Tax effect on adjustments is calculated based on the forecasted effective tax rate for the fiscal year.

Current wording

(8)Tax effect on adjustments is calculated based on the forecasted effective tax rate for the fiscal year.

Previous wording

A reconciliation of GAAP net loss to Adjusted EBITDA for the thirteen weeks ended March 30, 2024 and April 1, 2023 is presented in the table below:

Current wording

A reconciliation of GAAP net income to Adjusted EBITDA for the twenty-six weeks ended June 29, 2024 and July 1, 2023 is presented in the table below:

Previous wording

(7)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.

Current wording

(8)Transaction costs are comprised of non-capitalizable expenses related to offering costs, debt transactions and acquisitions.

Previous wording

(8)Represents dividend-related bonus and related taxes paid in conjunction with our February 2023 dividend.

Current wording

(9)Represents dividend-related bonus and related taxes paid in conjunction with our February 2023 dividend.

Previous wording

Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. During the thirteen weeks ended March 30, 2024, as compared to the thirteen weeks ended April 1, 2023, the U.S. dollar was weaker relative to the Canadian Dollar but stronger relative to the Australian Dollar which overall resulted in a favorable foreign currency impact on our operating results.

Current wording

Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. During the thirteen and twenty-six weeks ended June 29, 2024, as compared to the thirteen and twenty-six weeks ended July 1, 2023, the U.S. dollar was stronger relative to both the Canadian Dollar and Australian Dollar which overall resulted in an unfavorable foreign currency impact on our operating results.

Previous wording

We have historically financed our operations primarily with cash generated by operating activities and proceeds from debt issuances. We funded the dividend payment of $262.2 million during thethirteen weeks ended April 1, 2023 with the issuance of debt. Although we do not anticipate paying any cash dividends in the foreseeable future, any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our current and future debt instruments, our future earnings, capital requirements, financial condition, liquidity, prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits.

Current wording

We have historically financed our operations primarily with cash generated by operating activities and proceeds from debt issuances. We funded the dividend payment of $262.2 million during thetwenty-six weeks ended July 1, 2023 with the issuance of debt. Although we do not anticipate paying any cash dividends in the foreseeable future, any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our current and future debt instruments, our future earnings, capital requirements, financial condition, liquidity, prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits.

Previous wording

Our primary short-term requirements for liquidity and capital are to meet general working capital needs, fund capital expenditures and to make interest payments on our debt. Our primary long-term liquidity and capital needs relate to repaying the principal balance on our debt and making lease payments on our retail stores and processing facilities. We may also use cash on our balance sheet, cash generated from operations or proceeds from new borrowings, or any combination of these sources of liquidity and capital, to pay for acquisitions, to fund growth initiatives, to pay down debt or to conduct repurchases of our common stock under our share repurchase program, or any combination of the foregoing. Our primary sources of liquidity and capital are cash generated from operations and proceeds from borrowings, including borrowings on our Revolving Credit Facility. As of March 30, 2024, $73.8 million was available to borrow under the Revolving Credit Facility.

Current wording

Our primary short-term requirements for liquidity and capital are to meet general working capital needs, fund capital expenditures and to make interest payments on our debt. Our primary long-term liquidity and capital needs relate to repaying the principal balance on our debt and making lease payments on our retail stores and processing facilities. We may also use cash on our balance sheet, cash generated from operations or proceeds from new borrowings, or any combination of these sources of liquidity and capital, to pay for acquisitions, to fund growth initiatives, to pay down debt or to conduct repurchases of our common stock under our share repurchase program, or any combination of the foregoing. Our primary sources of liquidity and capital are cash generated from operations and proceeds from borrowings, including borrowings on our Revolving Credit Facility. As of June 29, 2024, $123.8 million was available to borrow under the Revolving Credit Facility.