Attached files

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8-K - 8-K - MATTRESS FIRM HOLDING CORP.a14-20489_18k.htm
EX-99.2 - EX-99.2 - MATTRESS FIRM HOLDING CORP.a14-20489_1ex99d2.htm
EX-2.1 - EX-2.1 - MATTRESS FIRM HOLDING CORP.a14-20489_1ex2d1.htm
EX-10.1 - EX-10.1 - MATTRESS FIRM HOLDING CORP.a14-20489_1ex10d1.htm
EX-10.2 - EX-10.2 - MATTRESS FIRM HOLDING CORP.a14-20489_1ex10d2.htm
EX-99.3 - EX-99.3 - MATTRESS FIRM HOLDING CORP.a14-20489_1ex99d3.htm

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

MATTRESS FIRM ANNOUNCES SECOND FISCAL QUARTER FINANCIAL RESULTS

 

—   Net Sales Increased 35.5%

—   Comparable-Store Sales Growth of 9.7% in Second Fiscal Quarter  

—   Opened and Acquired 120 New Stores   —

 

HOUSTON, September 4, 2014 /BUSINESSWIRE/ — Mattress Firm Holding Corp. (the “Company”) (NASDAQ: MFRM) today announced its financial results for the second fiscal quarter (13 weeks) ended July 29, 2014.  Net sales for the second fiscal quarter increased 35.5% to $410.0 million, reflecting comparable-store sales growth of 9.7% and incremental sales from new and acquired stores. The Company reported second fiscal quarter earnings per diluted share (“EPS”) on a generally accepted accounting principles (“GAAP”) basis of $0.41, and EPS on a non-GAAP adjusted basis, excluding acquisition-related costs, ERP system implementation costs and impairment and severance charges (“Adjusted”), of $0.61.  Diluted EPS on a GAAP basis and Adjusted basis are reconciled in the table below:

 

Second Fiscal Quarter Reconciliation of GAAP to Adjusted EPS
See “Reconciliation of Reported (GAAP) to Adjusted Statements of Operations Data” for Notes

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

July 30, 2013

 

July 29, 2014

 

July 30, 2013

 

July 29, 2014

 

GAAP EPS

 

$

0.41

 

$

0.41

 

$

0.77

 

$

0.64

 

Acquisition-related costs (1)

 

 

0.14

 

0.01

 

0.19

 

ERP system implementation costs (2)

 

0.02

 

0.03

 

0.03

 

0.05

 

Other expenses (3)

 

 

0.03

 

 

0.03

 

Adjusted EPS*

 

$

0.43

 

$

0.61

 

$

0.81

 

$

0.92

 

 


* Due to rounding to the nearest cent, totals may not equal the sum of the lines in the table above.

 

“Our net sales of $410.0 million for the fiscal second quarter and our 9.7% same store sales growth demonstrate the continuing success of our deliberate growth and sales initiatives and accretive acquisitions,” stated Steve Stagner, Mattress Firm’s president and chief executive officer.  “We are excited with the sustained sales momentum that we have seen through the summer and into the Labor Day weekend, and expect to capitalize further as the stores acquired throughout this year become fully integrated into our system.  As external economic factors, such as consumer confidence, continue to show improvement, we believe our Company is well-positioned to take advantage of the potential ahead.  Our commitment to driving increased relative market share across the chain should result in long-term growth of shareholder value supported by our unwavering confidence in our ability to deliver.”

 

5815 Gulf Freeway · Houston, TX · 77023 · Phone: 713-923-1090 · Fax: 713-923-1096

 



 

Second Quarter Financial Summary

 

·                  Net sales for the second fiscal quarter increased 35.5% to $410.0 million, reflecting comparable-store sales growth of 9.7% and incremental sales from new and acquired stores.

 

·                  Opened 53 new stores, closed five, and acquired 67 bringing the total number of Company-operated stores to 1,480 as of the end of the fiscal quarter.

 

·                  Income from operations was $27.0 million. Excluding $11.0 million of acquisition-related, ERP system implementation costs and impairment and severance charges, Adjusted income from operations was $38.0 million, as compared with $26.9 million for the comparable prior year period.  Adjusted operating income margin was 9.3% of net sales as compared to 8.9% in the second fiscal quarter of 2013, and included a ten basis-point increase in gross margin, a 70 basis-point improvement in sales and marketing expense leverage, offset by a 20 basis-point decrease from general and administrative expense deleverage, and 20 basis-points of combined operating margin declines in other areas. Please refer to “Reconciliation of Reported (GAAP) to Adjusted Statements of Operations Data” for a reconciliation of income from operations to Adjusted income from operations and other information.

 

·                  Net income was $14.3 million and GAAP EPS was $0.41.  Excluding $6.8 million, net of income taxes, of acquisition-related costs, ERP system implementation costs, and impairment and severance charges, Adjusted net income was $21.1 million and Adjusted EPS was $0.61. Please refer to “Reconciliation of Reported (GAAP) to Adjusted Statements of Operations Data” for a reconciliation of net income and GAAP EPS to Adjusted net income and Adjusted EPS, respectively, and other information.

 

For the full fiscal year-to-date:

 

·                  Net sales increased $165.0 million, or 28.5%, to $743.5 million, for the two fiscal quarters (twenty-six weeks) ended July 29, 2014, from $578.5 million in the comparable prior year period, reflecting comparable-store sales growth of 7.1% and incremental sales from new and acquired stores.

 

·                  The Company opened 109 new stores, closed 13, and acquired 159 during the first two fiscal quarters of fiscal 2014, adding 255 net store units.

 

·                  Net income was $22.0 million for the two fiscal quarters ended July 29, 2014 and GAAP EPS was $0.64.  Excluding $9.6 million, net of income taxes, of acquisition-related, ERP system implementation costs, and impairment and severance charges adjusted net income was $31.6 million for the two fiscal quarters and Adjusted EPS was $0.92.  See “Reconciliation of Reported (GAAP) to Adjusted Statements of Operations Data” below for a reconciliation of net income as reported to adjusted net income.

 

Acquisitions Completed During the Second Fiscal Quarter

 

In June 2014, the Company completed the acquisition of substantially all of the mattress specialty retail assets and operations of Mattress Liquidators, Inc., which operated Mattress King retail stores in Colorado and BedMart retail stores in Arizona.  The acquisition added 67 mattress specialty retail stores to the Mattress Firm company-operated store base in markets where the Company operates, primarily Denver, Colorado, Phoenix, Arizona and Tucson, Arizona, for an aggregate purchase price of approximately $35 million, subject to customary adjustments.  The acquisition was funded by cash reserves and revolver borrowings, as well as a $3.5 million seller note that is payable in quarterly installments over two years.

 

2



 

Pending Acquisitions

 

On August 18, 2014, the Company entered into an agreement to acquire substantially all of the mattress specialty retail assets and operations of Best Mattress Co., Inc., which operates retail stores in Pennsylvania.  The Company anticipates this transaction will close in the third fiscal quarter of 2014.  The acquisition will add approximately 15 mattress specialty retail stores to the Mattress Firm company-operated store base for an aggregate purchase price of approximately $6.0 million, subject to customary adjustments.  The Company intends to rebrand these acquired stores as Mattress Firm after the transaction closes.

 

On August 28, 2014, the Company entered into an agreement to acquire substantially all of the mattress specialty retail assets and operations of Back to Bed Inc., M World Mattress LLC, TBE Orlando LLC and MCStores, LLC, which collectively operate Back to Bed, Bedding Experts and Mattress Barn retail stores in Illinois, Indiana, Wisconsin and Florida, primarily in the Chicago and Orlando metropolitan areas.  The Company anticipates this transaction will close in the third fiscal quarter of 2014.  The acquisition will add approximately 135 mattress specialty retail stores to the Mattress Firm company-operated store base for an aggregate purchase price of approximately $60.0 million, subject to customary adjustments.  The Company intends to rebrand these acquired stores as Mattress Firm after the transaction closes.

 

On September 3, 2014, the Company entered into an agreement to acquire all of the outstanding equity interests in The Sleep Train, Inc., which operates stores in California, Oregon, Washington, Nevada, Idaho and Hawaii.  The Company anticipates this transaction will close in the fourth quarter of 2014.  The acquisition will add approximately 310 mattress specialty retail stores to the Mattress Firm company-operated store base for an aggregate purchase price of approximately $425.0 million, subject to customary adjustments.  Ten percent of the adjusted purchase price is payable in the form of shares of common stock of the Company, having an equivalent aggregate value as calculated in accordance with the purchase agreement.  As further consideration, the Company has agreed to assume certain additional liabilities totaling approximately $15 million.

 

Balance Sheet

 

The Company had cash and cash equivalents of $18.1 million at the end of the second fiscal quarter of 2014.  Net cash provided by operating activities was $51.2 million for the second fiscal quarter of 2014. As of July 29, 2014, there were no borrowings outstanding under the $100 million revolving portion of the 2012 Senior Credit Facility, as amended, and approximately $1.6 million in outstanding letters of credit, with additional borrowing capacity of $98.4 million.

 

Call Information

 

A conference call to discuss second fiscal quarter results is scheduled for today, September 4, 2014, at 8:30 a.m. Eastern Time. The call will be hosted by Steve Stagner, President and Chief Executive Officer and Alex Weiss, Executive Vice President and Chief Financial Officer.

 

The conference call will be accessible by telephone and the internet.  To access the call, participants from within the U.S. may dial (877) 705-6003, and participants from outside the U.S. may dial (201) 493-6725.  Participants may also access the call via live webcast by visiting the Company’s investor relations web site at http://www.mattressfirm.com.

 

The replay of the call will be available from approximately 11:30 a.m. Eastern Time on September 4, 2014 through noon Eastern Time on September 18, 2014.  To access the replay, the domestic dial-in number is (877) 870-5176, the international dial-in number is (858) 384-5517, and the passcode is 13589534. The archive of the webcast will be available on the Company’s web site for a limited time.

 

3



 

Net Sales and Store Unit Information

 

The components of the net sales increase for the thirteen and twenty-six weeks ended July 29, 2014 as compared to the corresponding prior year period were as follows (in millions):

 

 

 

Progression in Net Sales

 

 

 

Thirteen Weeks

 

Twenty-Six Weeks

 

 

 

Ended

 

Ended

 

 

 

July 29, 2014

 

July 29, 2014

 

Net sales for prior year period

 

$

302.5

 

$

578.5

 

Increase (Decrease) in Net Sales

 

 

 

 

 

Comparable-store sales

 

28.8

 

40.3

 

New stores

 

40.4

 

75.8

 

Acquired stores

 

43.1

 

58.9

 

Closed stores

 

(4.8

)

(10.0

)

Increase in net sales, net

 

107.5

 

165.0

 

Net sales for current year period

 

$

410.0

 

$

743.5

 

% increase

 

35.5

%

28.5

%

 

The composition of net sales by major category of product and services were as follows (in millions):

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

July 30,

 

% of

 

July 29,

 

% of

 

July 30,

 

% of

 

July 29,

 

% of

 

 

 

2013

 

Total

 

2014

 

Total

 

2013

 

Total

 

2014

 

Total

 

Conventional mattresses

 

$

148.5

 

49.1

%

$

195.6

 

47.7

%

$

270.1

 

46.7

%

$

359.3

 

48.3

%

Specialty mattresses

 

129.2

 

42.7

%

177.5

 

43.3

%

259.0

 

44.8

%

313.8

 

42.2

%

Furniture and accessories

 

19.1

 

6.3

%

28.7

 

7.0

%

38.3

 

6.6

%

55.7

 

7.5

%

Total product sales

 

296.8

 

98.1

%

401.8

 

98.0

%

567.4

 

98.1

%

728.8

 

98.0

%

Delivery service revenues

 

5.7

 

1.9

%

8.2

 

2.0

%

11.1

 

1.9

%

14.7

 

2.0

%

Total net sales

 

$

302.5

 

100.0

%

$

410.0

 

100.0

%

$

578.5

 

100.0

%

$

743.5

 

100.0

%

 

The activity with respect to the number of Company-operated store units was as follows:

 

 

 

Thirteen Weeks

 

Twenty-Six Weeks

 

 

 

Ended

 

Ended

 

 

 

July 29, 2014

 

July 29, 2014

 

Store units, beginning of period

 

1,365

 

1,225

 

New stores

 

53

 

109

 

Acquired stores

 

67

 

159

 

Closed stores

 

(5

)

(13

)

Store units, end of period

 

1,480

 

1,480

 

 

Forward-Looking Statements

 

Certain statements contained in this press release are not based on historical fact and are “forward-looking statements” within the meaning of applicable federal securities laws and regulations. In many cases, you can identify forward-looking statements by terminology such as “may,” “would,” “should,” “could,” “forecast,” “feel,” “project,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue” or the negative of these terms or other comparable terminology; however, not all forward-looking statements contain these identifying words. The forward-looking statements contained in this press release, such as those relating to our net sales, GAAP and Adjusted EPS and net store unit change for fiscal year 2014 and any anticipated effects of the pending or recent acquisitions, are subject to various risks and uncertainties, including but not limited to downturns in the economy; reduction in discretionary spending by consumers; our ability to execute our key business strategies and advance our market-level profitability; our ability to profitably open and operate new stores and capture additional market share; our relationship with our primary

 

4



 

mattress suppliers; our dependence on a few key employees; the possible impairment of our goodwill or other acquired intangible assets; the effect of our planned growth and the integration of our acquisitions on our business infrastructure; the impact of seasonality on our financial results and comparable-store sales; our ability to raise adequate capital to support our expansion strategy; our success in pursuing and completing strategic acquisitions; the effectiveness and efficiency of our advertising expenditures; our success in keeping warranty claims and comfort exchange return rates within acceptable levels; our ability to deliver our products in a timely manner; our status as a holding company with no business operations; our ability to anticipate consumer trends; risks related to our controlling stockholder, J.W. Childs Associates, L.P.; heightened competition; changes in applicable regulations; risks related to our franchises, including our lack of control over their operation and our liabilities if they default on note or lease obligations; risks related to our stock and other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2014 filed with the Securities and Exchange Commission (“SEC”) on March 27, 2014 and our other SEC filings.  Forward-looking statements relate to future events or our future financial performance and reflect management’s expectations or beliefs concerning future events as of the date of this press release.  Actual results of operations may differ materially from those set forth in any forward-looking statements, and the inclusion of a projection or forward-looking statement in this press release should not be regarded as a representation by us that our plans or objectives will be achieved. We do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.

 

Non-GAAP Financial Measures

 

Adjusted EBITDA is defined as net income before income tax expense, interest income, interest expense, depreciation and amortization (“EBITDA”), without giving effect to non-cash goodwill and intangible asset impairment charges, gains or losses on store closings and impairment of store assets, gains or losses related to the early extinguishment of debt, financial sponsor fees and expenses, non-cash charges related to stock-based awards and other items that are excluded by management in reviewing the results of operations. We have presented Adjusted EBITDA because we believe that the exclusion of these items is appropriate to provide additional information to investors about our ongoing operating performance excluding certain non-cash and other items and to provide additional information with respect to our ability to comply with various covenants in documents governing our indebtedness and as a means to evaluate our period-to-period results. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. We have provided this information to analysts, investors and other third parties to enable them to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of our ongoing operations. Management also uses Adjusted EBITDA to determine executive incentive compensation payment levels. In addition, our compliance with certain covenants under the credit agreement, as amended, between our indirect wholly owned subsidiary, Mattress Holding Corp., certain lenders, and UBS Securities LLC, as sole arranger, bookrunner, and lender (also referred to as the 2012 Senior Credit Facility), are calculated based on similar measures and differ from Adjusted EBITDA primarily by the inclusion of pro forma results for acquired businesses in those similar measures. Other companies in our industry may calculate Adjusted EBITDA differently than we do. Adjusted EBITDA is not a measure of performance under U.S. GAAP and should not be considered as a substitute for net income prepared in accordance with U.S. GAAP. Adjusted EBITDA has significant limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

 

5



 

The following table contains a reconciliation of our net income determined in accordance with U.S. GAAP to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

July 30,

 

July 29,

 

July 30,

 

July 29,

 

 

 

2013

 

2014

 

2013

 

2014

 

Net income

 

$

14,123

 

$

14,299

 

$

26,132

 

$

22,019

 

Income tax expense

 

8,965

 

9,194

 

16,639

 

14,085

 

Interest expense, net

 

2,795

 

3,469

 

5,642

 

6,285

 

Depreciation and amortization

 

7,231

 

9,509

 

13,441

 

18,201

 

Intangible assets and other amortization

 

612

 

848

 

1,153

 

1,611

 

EBITDA

 

33,726

 

37,319

 

63,007

 

62,201

 

Loss on store closings and impairment of store assets

 

483

 

648

 

744

 

906

 

Stock-based compensation

 

967

 

1,198

 

1,854

 

2,556

 

Vendor new store funds (a)

 

96

 

(346

)

983

 

(443

)

Acquisition-related costs (b)

 

124

 

7,193

 

450

 

9,757

 

Other (c)

 

607

 

3,184

 

1,188

 

4,970

 

Adjusted EBITDA

 

$

36,003

 

$

49,196

 

$

68,226

 

$

79,947

 

 


(a)                                 We receive cash payments from certain vendors for each new incremental store that we open (“new store funds”). New store funds are initially recorded in other noncurrent liabilities when received and are then amortized as a reduction of cost of sales over 36 months in our financial statements. Historically, we have considered new store funds as a component of Adjusted EBITDA when received since new store funds are included in cash provided from operations. The adjustment includes the amount of new store funds received during the period presented and eliminates the non-cash reduction in cost of sales included in our results of operations.

 

(b)                                 Reflects both non-cash effects included in net income related to acquisition accounting adjustments made to inventories and other acquisition-related cash costs included in net income, such as direct acquisition costs and costs related to integration of acquired businesses.

 

(c)                                  Consists of various items that management excludes in reviewing the results of operations, including $1.6 million and $0.6 million of ERP system implementation costs incurred during the thirteen weeks ended July 29, 2014 and July 30, 2013, respectively, and $2.9 million and $1.2 million of cost incurred during the twenty-six weeks ended July 29, 2014 and July 30, 2013, respectively.

 

Adjusted EPS and the other “Adjusted” data provided in this press release are also considered non-GAAP financial measures.  We report our financial results in accordance with GAAP; however, management believes evaluating our ongoing operating results may be enhanced if investors have additional non-GAAP basis financial measures to facilitate year-over-year comparisons. Management reviews non-GAAP financial measures to assess ongoing operations and considers them to be effective indicators, for both management and investors, of our financial performance over time. Our management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.  For more information, please refer to “Reconciliation of Reported (GAAP) to Adjusted Statements of Operations Data” below.

 

6



 

MATTRESS FIRM HOLDING CORP.

Consolidated Balance Sheets

(In thousands, except share amounts)

(unaudited)

 

 

 

January 28,

 

July 29,

 

 

 

2014

 

2014

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

22,878

 

$

18,143

 

Accounts receivable, net

 

20,812

 

36,469

 

Inventories

 

81,507

 

104,845

 

Deferred income tax asset

 

4,729

 

4,090

 

Prepaid expenses and other current assets

 

16,348

 

27,367

 

Total current assets

 

146,274

 

190,914

 

Property and equipment, net

 

174,770

 

199,831

 

Intangible assets, net

 

84,391

 

91,796

 

Goodwill

 

366,647

 

468,530

 

Debt issue costs and other, net

 

12,549

 

13,765

 

Total assets

 

$

784,631

 

$

964,836

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Notes payable and current maturities of long-term debt

 

$

3,621

 

$

8,877

 

Accounts payable

 

72,165

 

100,338

 

Accrued liabilities

 

42,435

 

71,004

 

Customer deposits

 

9,318

 

15,492

 

Total current liabilities

 

127,539

 

195,711

 

Long-term debt, net of current maturities

 

217,587

 

292,983

 

Deferred income tax liability

 

37,921

 

37,563

 

Other noncurrent liabilities

 

73,092

 

79,242

 

Total liabilities

 

456,139

 

605,499

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value; 120,000,000 shares authorized; 34,002,981 and 33,990,381 shares issued and outstanding at January 28, 2014; and 34,183,133 and 34,170,533 shares issued and outstanding at July 29, 2014, respectively

 

340

 

342

 

Additional paid-in capital

 

373,153

 

381,977

 

Accumulated deficit

 

(45,001

)

(22,982

)

Total stockholders’ equity

 

328,492

 

359,337

 

Total liabilities and stockholders’ equity

 

$

784,631

 

$

964,836

 

 

7



 

MATTRESS FIRM HOLDING CORP.

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(unaudited)

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

July 30,

 

% of

 

July 29,

 

% of

 

July 30,

 

% of

 

July 29,

 

% of

 

 

 

2013

 

Sales

 

2014

 

Sales

 

2013

 

Sales

 

2014

 

Sales

 

Net sales

 

$

302,541

 

100.0

%

$

409,951

 

100.0

%

$

578,498

 

100.0

%

$

743,453

 

100.0

%

Cost of sales

 

182,096

 

60.2

%

246,547

 

60.1

%

353,611

 

61.1

%

459,199

 

61.8

%

Gross profit from retail operations

 

120,445

 

39.8

%

163,404

 

39.9

%

224,887

 

38.9

%

284,254

 

38.2

%

Franchise fees and royalty income

 

1,438

 

0.5

%

1,092

 

0.3

%

2,687

 

0.4

%

2,278

 

0.3

%

 

 

121,883

 

40.3

%

164,496

 

40.1

%

227,574

 

39.3

%

286,532

 

38.5

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

75,768

 

25.0

%

99,998

 

24.3

%

139,499

 

24.1

%

175,663

 

23.6

%

General and administrative expenses

 

19,749

 

6.5

%

36,888

 

9.0

%

38,918

 

6.7

%

67,574

 

9.1

%

Loss on store closings and impairment of store assets

 

483

 

0.2

%

648

 

0.2

%

744

 

0.1

%

906

 

0.1

%

Total operating expenses

 

96,000

 

31.7

%

137,534

 

33.5

%

179,161

 

30.9

%

244,143

 

32.8

%

Income from operations

 

25,883

 

8.6

%

26,962

 

6.6

%

48,413

 

8.4

%

42,389

 

5.7

%

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

2,795

 

1.0

%

3,469

 

0.9

%

5,642

 

1.0

%

6,285

 

0.8

%

Income before income taxes

 

23,088

 

7.6

%

23,493

 

5.7

%

42,771

 

7.4

%

36,104

 

4.9

%

Income tax expense

 

8,965

 

2.9

%

9,194

 

2.2

%

16,639

 

2.9

%

14,085

 

1.9

%

Net income

 

$

14,123

 

4.7

%

$

14,299

 

3.5

%

$

26,132

 

4.5

%

$

22,019

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.42

 

 

 

$

0.42

 

 

 

$

0.77

 

 

 

$

0.65

 

 

 

Diluted net income per common share

 

$

0.41

 

 

 

$

0.41

 

 

 

$

0.77

 

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

33,853,733

 

 

 

34,135,060

 

 

 

33,832,928

 

 

 

34,081,500

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

248,451

 

 

 

321,740

 

 

 

206,826

 

 

 

321,054

 

 

 

Restricted shares

 

47,456

 

 

 

66,820

 

 

 

36,813

 

 

 

61,484

 

 

 

Diluted weighted average shares outstanding

 

34,149,640

 

 

 

34,523,620

 

 

 

34,076,567

 

 

 

34,464,038

 

 

 

 

8



 

MATTRESS FIRM HOLDING CORP.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

 

 

Twenty-Six Weeks Ended

 

 

 

July 30,

 

July 29,

 

 

 

2013

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

26,132

 

$

22,019

 

Adjustments to reconcile net income to cash flows provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

13,441

 

18,201

 

Loan fee and other amortization

 

1,050

 

2,239

 

Deferred income tax expense

 

1,842

 

1,711

 

Stock-based compensation

 

1,854

 

2,556

 

Loss on store closings and impairment of store assets

 

744

 

906

 

Construction allowances from landlords

 

2,765

 

2,988

 

Excess tax benefits associated with stock-based awards

 

(230

)

(761

)

Effects of changes in operating assets and liabilities, excluding business acquisitions:

 

 

 

 

 

Accounts receivable

 

1,475

 

(14,136

)

Inventories

 

(14,699

)

(14,784

)

Prepaid expenses and other current assets

 

(1,268

)

(9,497

)

Other assets

 

(2,074

)

(1,730

)

Accounts payable

 

2,130

 

19,473

 

Accrued liabilities

 

1,049

 

24,557

 

Customer deposits

 

3,181

 

4,943

 

Other noncurrent liabilities

 

3,272

 

(416

)

Net cash provided by operating activities

 

40,664

 

58,269

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(27,886

)

(34,658

)

Business acquisitions, net of cash acquired

 

(2,042

)

(106,908

)

Net cash used in investing activities

 

(29,928

)

(141,566

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of debt

 

25,000

 

169,000

 

Principal payments of debt

 

(45,424

)

(93,268

)

Proceeds from exercise of common stock options

 

1,272

 

2,069

 

Excess tax benefits associated with stock-based awards

 

230

 

761

 

Net cash (used in) provided by financing activities

 

(18,922

)

78,562

 

Net decrease in cash and cash equivalents

 

(8,186

)

(4,735

)

Cash and cash equivalents, beginning of period

 

14,556

 

22,878

 

Cash and cash equivalents, end of period

 

$

6,370

 

$

18,143

 

Cash paid for:

 

 

 

 

 

Interest

 

$

5,641

 

$

6,620

 

Income taxes

 

$

11,637

 

$

2,175

 

Supplemental disclosure of noncash investing activity:

 

 

 

 

 

Capital expenditures included in accounts payable and accruals at end of period

 

$

3,823

 

$

5,929

 

 

9



 

MATTRESS FIRM HOLDING CORP.

Reconciliation of Reported (GAAP) to Adjusted Statements of Operations Data

(In thousands, except share and per share amounts)

 

 

 

Thirteen Weeks Ended

 

 

 

July 30, 2013

 

July 29, 2014

 

 

 

Income

 

Income

 

 

 

Diluted

 

 

 

Income

 

Income

 

 

 

Diluted

 

 

 

 

 

From

 

Before

 

Net

 

Weighted

 

Diluted

 

From

 

Before

 

Net

 

Weighted

 

Diluted

 

 

 

Operations

 

Income Taxes

 

Income

 

Shares

 

EPS*

 

Operations

 

Income Taxes

 

Income

 

Shares

 

EPS*

 

As Reported

 

$

25,883

 

$

23,088

 

$

14,123

 

34,149,640

 

$

0.41

 

$

26,962

 

$

23,493

 

$

14,299

 

34,523,620

 

$

0.41

 

% of sales

 

8.6

%

7.6

%

4.7

%

 

 

 

 

6.6

%

5.7

%

3.5

%

 

 

 

 

Acquisition-related costs (1)

 

124

 

124

 

75

 

 

0.00

 

7,691

 

7,691

 

4,695

 

 

0.14

 

ERP system implementation costs (2)

 

894

 

894

 

547

 

 

0.02

 

1,738

 

1,738

 

1,060

 

 

0.03

 

Other expenses (3)

 

 

 

 

 

 

1,636

 

1,636

 

999

 

 

0.03

 

Total adjustments

 

1,018

 

1,018

 

622

 

 

0.02

 

11,065

 

11,065

 

6,754

 

 

0.20

 

As Adjusted

 

$

26,901

 

$

24,106

 

$

14,745

 

34,149,640

 

$

0.43

 

$

38,027

 

$

34,558

 

$

21,053

 

34,523,620

 

$

0.61

 

% of sales

 

8.9

%

8.0

%

4.9

%

 

 

 

 

9.3

%

8.4

%

5.1

%

 

 

 

 

 

 

 

Twenty-Six Weeks Ended

 

 

July 30, 2013

 

July 29, 2014

 

 

 

Income

 

Income

 

 

 

Diluted

 

 

 

Income

 

Income

 

 

 

Diluted

 

 

 

 

 

From

 

Before

 

Net

 

Weighted

 

Diluted

 

From

 

Before

 

Net

 

Weighted

 

Diluted

 

 

 

Operations

 

Income Taxes

 

Income

 

Shares

 

EPS*

 

Operations

 

Income Taxes

 

Income

 

Shares

 

EPS*

 

As Reported

 

$

48,413

 

$

42,771

 

$

26,132

 

34,076,567

 

$

0.77

 

$

42,389

 

$

36,104

 

$

22,019

 

34,464,038

 

$

0.64

 

% of sales

 

8.4

%

7.4

%

4.5

%

 

 

 

 

5.7

%

4.9

%

3.0

%

 

 

 

 

Acquisition-related costs (1)

 

450

 

450

 

276

 

 

0.01

 

10,701

 

10,701

 

6,540

 

 

0.19

 

ERP system implementation costs (2)

 

1,845

 

1,845

 

1,131

 

 

0.03

 

3,089

 

3,089

 

1,888

 

 

0.05

 

Other (3)

 

 

 

 

 

 

1,833

 

1,833

 

1,120

 

 

0.03

 

Total adjustments

 

2,295

 

2,295

 

1,407

 

 

0.04

 

15,623

 

15,623

 

9,548

 

 

0.28

 

As Adjusted

 

$

50,708

 

$

45,066

 

$

27,539

 

34,076,567

 

$

0.81

 

$

58,012

 

$

51,727

 

$

31,567

 

34,464,038

 

$

0.92

 

% of sales

 

8.8

%

7.8

%

4.8

%

 

 

 

 

7.8

%

7.0

%

4.2

%

 

 

 

 

 


*Due to rounding to the nearest cent, totals may not equal the sum of the lines in the table above.

 

* Due to rounding to the nearest cent per diluted share, totals may not equal the sum of the line items in the table above.

 

(1)             Acquisition-related costs, which are included in the “As Reported” results of operations, consist of acquisition-related costs as defined under U.S. GAAP, including advisory, legal, accounting, valuation, and other professional or consulting fees and, in addition, costs of integrating store and warehouse operations and corporate functions that are not expected to recur as acquisitions are absorbed. On May 2, 2012, we acquired all of the equity interests of MGHC Holding Corporation (“Mattress Giant”), including 181 mattress specialty retail stores. On September 25, 2012, we acquired the assets and operations of Mattress XPress, Inc. and Mattress XPress of Georgia, Inc. (collectively, “Mattress X-Press”), including 34 mattress specialty retail stores. On December 11, 2012, we acquired the assets and operations of Factory Mattress & Water Bed Outlet of Charlotte, Inc. (“Mattress Source”), including 27 mattress specialty retail stores. On June 14, 2013, we acquired the assets and operations of Olejo, Inc., an online retailer primarily focused on mattresses and bedding-related products. On November 13, 2013, we acquired the equity interests of NE Mattress People, LLC (“Mattress People”), including five mattress specialty retail stores. On December 10, 2013, we acquired the assets and operations of Perfect Mattress of Wisconsin, LLC (“Perfect Mattress”), including 39 mattress specialty retail stores. On December 31, 2013, we acquired the assets and operations of two mattress specialty retail stores in Houston, Texas (“Mattress Expo”). On March 3, 2014, we acquired the assets and operations of Yotes, Inc. (“Yotes”), including 34 mattress specialty retail stores. On March 3, 2014, we acquired the Virginia assets and operations of Southern Max LLC (“Southern Max”), including three mattress specialty retail stores. On April 3, 2014, we acquired the outstanding partnership interests in Sleep Experts Partners, L.P. (“Sleep Experts”), including 55 mattress specialty retail stores. On June 4, 2014, we acquired substantially all of the mattress specialty retail assets and operations of Mattress Liquidators, Inc., including 67 mattress specialty retail stores, which operated Mattress King retail stores in Colorado and BedMart retail stores in Arizona. Acquisition-related costs, consisting of direct transaction costs and integration costs, are included in the results of operations as incurred. We incurred approximately $7.7 million and $0.1 million of acquisition-related costs during the thirteen weeks ended July 29, 2014 and July 30, 2013, respectively. We incurred approximately $10.7 million and $0.5 million of acquisition-related costs during the twenty-six weeks ended July 29, 2014 and July 30, 2013, respectively.

 

(2)             Reflects implementation costs included in the results of operations as incurred, consisting primarily of training-related costs, related to the roll-out of the Microsoft Dynamics AX for Retail ERP system. During the thirteen weeks ended July 29, 2014 and July 30, 2013, we incurred approximately $1.7 million and $0.9 million, respectively, of ERP system implementation costs. During the twenty-six weeks ended July 29, 2014 and July 30, 2013, we incurred approximately $3.1 million and $1.8 million, respectively, of ERP system implementation costs.

 

(3)             Reflects expensed legal fees relating to our February 2014 debt amendment and extension recorded in the thirteen weeks ended April 29, 2014, and an impairment of store assets and severance expense resulting from the Company’s realignment of its management structure at the beginning of the second fiscal quarter recorded in the thirteen weeks ended July 29, 2014.

 

10



 

Our “As Adjusted” data is considered a non-U.S. GAAP financial measure and is not in accordance with, or preferable to, “As Reported,” or GAAP financial data. However, we are providing this information as we believe it facilitates year-over-year comparisons for investors and financial analysts.

 

About Mattress Firm

 

Houston-based Mattress Firm (NASDAQ:MFRM) is a high growth specialty retailer, recognized one of the nation’s leading specialty bedding companies, offering a broad selection of both traditional and specialty mattresses, bedding accessories and related products from leading manufacturers. With more than 1,500 company-operated and franchised stores across 36 states, Mattress Firm has the largest geographic footprint in the United States among multi-brand mattress specialty retailers. Mattress Firm offers customers comfortable store environments, guarantees on price, comfort and service, and highly-trained sales professionals. More information is available at http://www.mattressfirm.com. Mattress Firm’s website is not part of this press release.

 

Investor Relations Contact: Brad Cohen, ir@mattressfirm.com, 713-343-3652

Media Contact: Joanna Singleton, jsingleton@jacksonspalding.com, 214-269-4401

 

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