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8-K - 8-K - 99 CENTS ONLY STORES LLCa16-18879_38k.htm

Exhibit 99.1

 

 

99 CENTS ONLY STORES REPORTS THIRD QUARTER FISCAL 2017 RESULTS

 

Third Quarter Fiscal 2017 Overview:

 

·                  Net sales increased 1.8% to $500.1 million compared to the prior year

 

·                  Same-store sales increased by 0.8%

 

·                  Gross margin, as a percentage of net sales, increased to 29.0%, up from 26.8% in the prior year

 

·                  Net loss was $37.0 million compared to net loss of $152.6 million in the prior year

 

·                  Adjusted EBITDA(1) was $8.6 million compared to $5.1 million in the prior year

 

CITY OF COMMERCE, California — December 9, 2016 — 99 Cents Only Stores LLC (the “Company”) announced its financial results for the third quarter of fiscal 2017 ended October 28, 2016.

 

Geoffrey Covert, President and Chief Executive Officer, stated, “The third quarter was a productive period for 99 Cents Only Stores, highlighted by continued sales momentum, improved margins and strong year-over-year growth in Adjusted EBITDA. Net sales for the third quarter were $500.1 million, up 1.8% over the prior year period, with sales up 0.8% on a same-store basis. Importantly, Adjusted EBITDA of $8.6 million was up 68% compared to the prior year, representing our first quarter of year-over-year growth in Adjusted EBITDA since fiscal 2015. Underlying these improved results is a solid liquidity position that we believe will meet our current requirements and future growth objectives.”

 

Mr. Covert continued, “Our performance provides strong evidence that our turnaround initiatives are on the right track, and our talented and capable management team continues to execute our strategy and drive value for our stakeholders.”

 

Third Quarter Financial Results

 

For the third quarter of fiscal 2017, the Company’s net sales increased 1.8%, to $500.1 million, compared to $491.5 million in the third quarter of fiscal 2016. Same-store sales increased 0.8% compared to the third quarter of fiscal 2016, with higher average ticket of 1.1% offset by lower customer traffic of 0.3%. The increase in same-store sales was primarily due to higher sales from fresh offerings, as a result of improved product availability and higher in-stock levels due to improvements in the allocation and replenishment system and the expansion of the Company’s partnership with third party produce distributors. In addition, seasonal sales increased as a result of an enhanced assortment of merchandise and a uniform merchandising strategy.

 


(1)         EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are financial measures that are considered “non-GAAP financial measures” under the Securities and Exchange Commission regulations.  The definitions of, an explanation of how and why the Company uses, and a reconciliation to the most directly comparable GAAP measure of, these non-GAAP measures are included in this press release.

 



 

Gross margin, as a percentage of net sales, was 29.0% in the third quarter of fiscal 2017, an increase of 220 basis points from the third quarter of fiscal 2016. Gross margin increased due to lower inventory shrinkage, higher product margin from lower inbound freight and duty costs as well as lower distribution and transportation costs. Selling, general and administrative expenses were $165.2 million, or 33.0% as a percentage of net sales, representing an increase of 310 basis points from the third quarter of fiscal 2016. The increase was primarily driven by an increase in the California minimum wage, higher performance-based compensation expenses and an estimated sales tax audit liability. Additionally, the prior year quarter included the one-time impact of a $5.4 million gain on sale of excess warehousing capacity, which benefitted last year’s third quarter selling, general and administrative expenses by approximately 110 basis points.

 

During the third quarter of fiscal 2016, the Company recorded a $120.0 million non-cash goodwill impairment charge relating to the retail reporting unit.

 

Net loss was $37.0 million in the third quarter of fiscal 2017 compared to net loss of $152.6 million for the third quarter of fiscal 2016. Net loss as a percentage of net sales was (7.4)% for the third quarter of fiscal 2017, compared to net loss of (31.1)% for the third quarter of fiscal 2016.  Adjusted EBITDA was $8.6 million in the third quarter of fiscal 2017, compared to $5.1 million in the third quarter of fiscal 2016. Adjusted EBITDA margin was 1.7% compared to 1.0% over the same period last year.

 

Year-to-Date Financial Results

 

For the first nine months of fiscal 2017, the Company’s net sales increased 1.6% to $1,509.5 million, compared to $1,486.2 million in the first nine months of fiscal 2016. Same-store sales increased 0.6% driven by higher average ticket. Net loss was $97.3 million in the first nine months of fiscal 2017, compared to net loss of $229.6 million for the first nine months of fiscal 2016. Net loss as a percentage of total sales was (6.4)% for the first nine months of fiscal 2017, compared to net loss as a percentage of total sales of (15.4)% for the first nine months of fiscal 2016. Adjusted EBITDA was $27.1 million in the first nine months of fiscal 2017, compared to $37.1 million for the first nine months of fiscal 2016. Adjusted EBITDA margin was 1.8% for the first nine months of fiscal 2017, compared to 2.5% for the first nine months of fiscal 2016.

 

Store Openings

 

The Company did not open any new stores during the third quarter of fiscal 2017. As of the end of the third quarter of fiscal 2017, the Company operated 394 stores, an increase of 1.3% in store count over the same period of last year.

 

Fiscal 2017 Outlook

 

The Company is reiterating the following previously issued outlook for fiscal 2017:

 

·                  Positive same-store sales growth

 

·                  Substantial year-over-year increase in Adjusted EBITDA, and a substantial decrease in net loss over the same period

 

·                  5 new store openings

 



 

The Company is revising the following previously issued outlook for fiscal 2017 to reflect changes in its full year capital expenditure outlook, primarily due to the expansion of its store refresh initiative in Phoenix, an option to purchase a piece of surplus real estate and additional expenditures on store signage and maintenance:

 

·                  Capital expenditures of approximately $45-$47 million.

 

The capital expenditures guidance excludes anticipated expenditures associated with the rebuild of one store in the Los Angeles area that was impacted by a fire in May 2016. The Company expects to recover a substantial portion of the expenditures through insurance reimbursements.

 

In the fourth quarter of fiscal 2017, the Company expects to close five stores in California upon the expiration of their leases.

 

CONFERENCE CALL DETAILS

 

The Company’s conference call to discuss its third quarter of fiscal 2017 and the other matters described in this release is scheduled for Friday, December 9, 2016 at 10:00 a.m. Pacific Time (1:00 p.m. Eastern Time).

 

The live Third Quarter Fiscal 2017 Earnings Conference Call can be accessed by dialing 1-877-407-3982 (domestic) or 1-201-493-6780 (international). Please phone in approximately 10 minutes before the call is scheduled to begin and hold for an operator to assist you.  Please inform the operator that you are calling in for 99 Cents Only Stores’ Fiscal 2017 Third Quarter Earnings Conference Call, and be prepared to provide the operator with your name, company name, position and the conference ID: 13650176. The call will also be broadcast live over the Internet, accessible through the Investor Relations section of the Company’s website at www.99only.com/investor-relations.

 

A telephonic replay of the call will be available beginning Friday, December 9, 2016, at 4:00 p.m. Eastern Time, through Friday, December 23, 2016, at 11:59 p.m. Eastern Time. To access the replay, dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and enter the replay pin number: 13650176. A replay of the webcast will also be available for 60 days upon completion of the conference call, accessible through the Investor Relations section of the Company’s website at www.99only.com/investor-relations.

 

A copy of this earnings release and supplemental slides will be available prior to the call, accessible through the Investor Relations section of the Company’s website at www.99only.com/investor-relations.

 

Non-GAAP Financial Measures

 

The Company defines EBITDA as net income before interest expense (income) and other financial costs, income taxes, depreciation and amortization.  Adjusted EBITDA is defined as EBITDA for the relevant period as adjusted by the following amounts: non-cash adjustments to reserve balances, stock-based compensation, fees and expenses related to the Merger (as defined below), legal settlements, non-ordinary course store closures, and other non-cash or one-time

 



 

items.  Adjusted EBITDA margin is Adjusted EBITDA divided by total sales.  Adjusted EBITDA and Adjusted EBITDA margin as presented herein, are supplemental measures of the Company’s performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”).  The Company’s management uses EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to assess its performance and that of its competitors.  In addition, Adjusted EBITDA is used to determine the Company’s compliance and ability to take certain actions under the covenants contained in the Company’s debt instruments.  EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of the Company’s financial performance under GAAP and should not be considered in isolation or as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP, as measures of operating performance or operating cash flows or as measures of liquidity.

 

Merger and Conversion to LLC

 

On January 13, 2012, 99¢ Only Stores was acquired by affiliates of Ares Management LLC, Canada Pension Plan Investment Board and the Gold-Schiffer family.  The acquisition is referred to as the “Merger.” Effective October 18, 2013, 99¢ Only Stores converted from a California corporation to a California limited liability company, 99 Cents Only Stores LLC.  The term the “Company” refers to 99¢ Only Stores and its consolidated subsidiaries prior to the conversion date and to 99 Cents Only Stores LLC and its consolidated subsidiaries on or after the conversion date.

 

About 99 Cents Only Stores

 

Founded in 1982, 99 Cents Only Stores LLC is the leading operator of extreme value stores in California and the Southwestern United States. The Company currently operates 394 stores located in California, Texas, Arizona and Nevada. 99 Cents Only Stores LLC offers a broad assortment of name brand and other attractively priced merchandise and compelling seasonal product offerings. For more information, visit www.99only.com.

 

Investor Contact:

 

Addo Investor Relations

Lasse Glassen

(424) 238-6249

lglassen@addoir.com

 

### Tables to Follow ###

 



 

The following tables reconcile EBITDA and Adjusted EBITDA to net loss for the periods indicated:

 

 

 

For the Third Quarter Ended

 

 

 

October 28,
2016

 

October 30,
2015

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Net loss

 

$

(36,991

)

$

(152,636

)

Interest expense, net

 

16,913

 

16,549

 

Provision for income taxes

 

21

 

607

 

Depreciation and amortization

 

18,292

 

16,955

 

EBITDA

 

$

(1,765

)

$

(118,525

)

Stock-based compensation (a)

 

155

 

48

 

Purchase accounting effect on leases (b)

 

721

 

624

 

Goodwill impairment (c)

 

 

120,000

 

Impairment of long-lived assets (d)

 

491

 

32

 

Cost of sales adjustments (e)

 

824

 

905

 

Inventory adjustments (f)

 

241

 

597

 

Employee related expenses (g)

 

3,742

 

2,379

 

Real estate projects termination charges (h)

 

 

116

 

Professional and consultant fees (i)

 

990

 

366

 

Gain on sales of assets (j)

 

(189

)

(5,503

)

Promotional adjustments (k)

 

 

3,660

 

Other (l)

 

3,401

 

440

 

Adjusted EBITDA

 

$

8,611

 

$

5,139

 

 


(a)         Represents stock-based compensation expense incurred in connection with various stock-based compensation plans in which certain Company employees have participated.

(b)         Represents purchase accounting effect on rent revenue and rent expense.

(c)          Represents goodwill impairment charge related to the retail reporting unit.

(d)         Represents non-cash impairment charges related to an asset held for sale, stores to be closed and fixtures to be disposed in fiscal 2017 and an impairment of equipment for fiscal 2016.

(e)          Represents lower of cost or market adjustments, close-out inventory write-offs and other.

(f)           Represents charges related to excess and obsolescence reserve and other.

(g)          Represents expenses related to severance for former employees, signing and retention bonuses and other employee related expenses.

(h)         Represents charges related to previously capitalized store real-estate development costs expensed upon termination of related projects.

(i)             Represents professional and consultant fees.

(j)            Represents amortization of gain related to sale-leaseback arrangements and net gain/loss on the sale of non-core assets.

(k)         Represents promotions aimed at profitability improvement.

(l)             Represents non-cash or other charges and income, including professional fees, legal reserve adjustments, prior year property and sales tax assessments, insurance reimbursements and other.

 



 

The following tables reconcile EBITDA and Adjusted EBITDA to net loss for the periods indicated:

 

 

 

For the First Three Quarters
Ended

 

 

 

October 28,
2016

 

October 30,
2015

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Net loss

 

$

(97,270

)

$

(229,566

)

Interest expense, net

 

50,185

 

49,299

 

Provision for income taxes

 

146

 

32,569

 

Depreciation and amortization

 

52,687

 

50,510

 

EBITDA

 

$

5,748

 

$

(97,188

)

Stock-based compensation (a)

 

543

 

1,455

 

Purchase accounting effect on leases (b)

 

2,147

 

1,891

 

Goodwill impairment (c)

 

 

120,000

 

Impairment of long-lived assets (d)

 

491

 

510

 

Cost of sales adjustments (e)

 

824

 

905

 

Inventory adjustments (f)

 

1,827

 

597

 

Employee related expenses (g)

 

6,938

 

5,987

 

Real estate projects termination charges (h)

 

11

 

2,949

 

Professional and consultant fees (i)

 

2,735

 

507

 

Gain on sales of assets (j)

 

(112

)

(5,599

)

Promotional adjustments (k)

 

 

3,660

 

Loss on extinguishment (l)

 

335

 

 

Other (m)

 

5,661

 

1,411

 

Adjusted EBITDA

 

$

27,148

 

$

37,085

 

 


(a)         Represents stock-based compensation expense incurred in connection with various stock-based compensation plans in which certain Company employees have participated.

(b)         Represents purchase accounting effect on rent revenue and rent expense.

(c)          Represents goodwill impairment charge related to the retail reporting unit.

(d)         Represents non-cash impairment charges related to an asset held for sale, stores to be closed and fixtures to be disposed in fiscal 2017 and an impairment of equipment and underperforming store in Texas in fiscal 2017.

(e)          Represents lower of cost or market adjustments, close-out inventory write-offs and other.

(f)           Represents charges related to excess and obsolescence reserve and other

(g)          Represents expenses related to severance for former employees, signing and retention bonuses and other employee related expenses.

(h)         Represents charges related to previously capitalized store and distribution center real-estate development costs expensed upon termination of related projects.

(i)             Represents professional and consultant fees.

(j)            Represents amortization of gain related to sale-leaseback arrangements and net gain/loss on the sale of non-core assets.

(k)         Represents promotions aimed at profitability improvement.

(l)             Represents loss on extinguishment of debt from amendment of the asset based lending facility in the first quarter of fiscal 2017.

(m)     Represents non-cash or other charges and income, including professional fees, legal reserve adjustments, prior year property and sales tax assessments, insurance reimbursements and other.

 



 

99 CENTS ONLY STORES LLC

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

October 28,
2016

 

January 29,
2016(1)

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

2,426

 

$

2,312

 

Accounts receivable, net of allowance for doubtful accounts of $117 and $140 at October 28, 2016 and January 29, 2016, respectively

 

3,142

 

1,674

 

Income taxes receivable

 

2,235

 

3,665

 

Inventories, net

 

188,380

 

196,651

 

Assets held for sale

 

4,903

 

2,308

 

Other

 

11,293

 

18,570

 

 

 

 

 

 

 

Total current assets

 

212,379

 

225,180

 

Property and equipment, net

 

522,002

 

542,570

 

Deferred financing costs, net

 

3,992

 

916

 

Intangible assets, net

 

448,830

 

453,242

 

Goodwill

 

387,772

 

387,772

 

Deposits and other assets

 

8,384

 

7,352

 

 

 

 

 

 

 

Total assets

 

$

1,583,359

 

$

1,617,032

 

 

 

 

 

 

 

LIABILITIES AND MEMBER’S EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

88,049

 

$

79,197

 

Payroll and payroll-related

 

22,034

 

18,421

 

Sales tax

 

15,002

 

13,314

 

Other accrued expenses

 

54,244

 

39,520

 

Workers’ compensation

 

75,542

 

76,389

 

Current portion of long-term debt

 

6,138

 

6,138

 

Current portion of capital and financing lease obligations

 

30,251

 

989

 

 

 

 

 

 

 

Total current liabilities

 

291,260

 

233,968

 

Long-term debt, net of current portion

 

868,382

 

875,843

 

Unfavorable lease commitments, net

 

4,426

 

5,746

 

Deferred rent

 

29,717

 

29,333

 

Deferred compensation liability

 

774

 

709

 

Capital and financing lease obligation, net of current portions

 

46,856

 

34,817

 

Deferred income taxes

 

163,045

 

163,045

 

Other liabilities

 

7,011

 

5,118

 

 

 

 

 

 

 

Total liabilities

 

1,411,471

 

1,348,579

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Member’s Equity:

 

 

 

 

 

Member units — 100 units issued and outstanding at October 28, 2016 and January 29, 2016

 

550,769

 

550,226

 

Investment in Number Holdings, Inc. preferred stock

 

(19,200

)

(19,200

)

Accumulated deficit

 

(359,681

)

(262,411

)

Other comprehensive loss

 

 

(162

)

 

 

 

 

 

 

Total equity

 

171,888

 

268,453

 

 

 

 

 

 

 

Total liabilities and equity

 

$

1,583,359

 

$

1,617,032

 

 


(1)         The Consolidated Balance Sheet as of January 29, 2016  was retrospectively adjusted to reflect the adoption of Accounting Standards Update (“ASU”) No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” and ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” in the first quarter of fiscal 2017.

 



 

99 CENTS ONLY STORES LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

 

 

 

For the Third Quarter Ended

 

For the First Three Quarters Ended

 

 

 

October 28,
2016

 

October 30,
2015

 

October 28,
2016

 

October 30,
2015

 

 

 

 

 

 

 

 

 

 

 

Net Sales:

 

 

 

 

 

 

 

 

 

99¢ Only Stores

 

$

489,900

 

$

480,547

 

$

1,479,126

 

$

1,452,682

 

Bargain Wholesale

 

10,244

 

10,918

 

30,405

 

33,474

 

Total sales

 

500,144

 

491,465

 

1,509,531

 

1,486,156

 

Cost of sales

 

354,982

 

359,796

 

1,074,202

 

1,061,989

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

145,162

 

131,669

 

435,329

 

424,167

 

Selling, general and administrative expenses

 

165,219

 

147,149

 

481,933

 

451,865

 

Goodwill impairment

 

 

120,000

 

 

120,000

 

Operating loss

 

(20,057

)

(135,480

)

(46,604

)

(147,698

)

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(7

)

 

(45

)

(3

)

Interest expense

 

16,920

 

16,549

 

50,230

 

49,302

 

Loss on extinguishment

 

 

 

335

 

 

Total other expense, net

 

16,913

 

16,549

 

50,520

 

49,299

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

(36,970

)

(152,029

)

(97,124

)

(196,997

)

Provision for income taxes

 

21

 

607

 

146

 

32,569

 

Net loss

 

$

(36,991

)

$

(152,636

)

$

(97,270

)

$

(229,566

)

 



 

99 CENTS ONLY STORES LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

For the First Three Quarters Ended

 

 

 

October 28,
2016

 

October 30,
2015

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(97,270

)

$

(229,566

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

51,375

 

49,179

 

Amortization of deferred financing costs and accretion of OID

 

4,457

 

3,542

 

Amortization of intangible assets

 

1,312

 

1,332

 

Amortization of favorable/unfavorable leases, net

 

1,802

 

1,322

 

Gain on disposal of fixed assets

 

(564

)

(5,497

)

Loss on interest rate hedge

 

514

 

1,119

 

Goodwill impairment

 

 

120,000

 

Loss on extinguishment of debt

 

335

 

 

Long-lived assets impairment

 

491

 

509

 

Deferred income taxes

 

 

31,704

 

Stock-based compensation

 

543

 

1,456

 

Changes in assets and liabilities associated with operating activities:

 

 

 

 

 

Accounts receivable

 

(1,468

)

141

 

Inventories

 

8,271

 

29,804

 

Deposits and other assets

 

5,202

 

3,487

 

Accounts payable

 

8,190

 

(22,433

)

Accrued expenses

 

19,781

 

3,270

 

Accrued workers’ compensation

 

(847

)

(1,786

)

Income taxes

 

1,322

 

9,371

 

Deferred rent

 

1,339

 

3,266

 

Other long-term liabilities

 

3,146

 

1,607

 

Net cash provided by operating activities

 

7,931

 

1,827

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(35,273

)

(55,710

)

Proceeds from sale of property and fixed assets

 

617

 

22,320

 

Insurance recoveries for replacement assets

 

937

 

 

Net cash used in investing activities

 

(33,719

)

(33,390

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments of long-term debt

 

(4,604

)

(4,604

)

Proceeds under revolving credit facility

 

168,500

 

404,050

 

Payments under revolving credit facility

 

(174,500

)

(385,350

)

Payments of debt issuance costs

 

(4,725

)

(487

)

Proceeds from financing lease obligations

 

41,993

 

8,666

 

Payments of capital and financing lease obligations

 

(762

)

(143

)

Payments to repurchase stock options of Number Holdings, Inc.

 

 

(390

)

Net settlement of stock options of Number Holdings, Inc. for tax withholdings

 

 

(57

)

Net cash provided by financing activities

 

25,902

 

21,685

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

114

 

(9,878

)

Cash - beginning of period

 

2,312

 

12,463

 

Cash - end of period

 

$

2,426

 

$

2,585

 

 



 

Safe Harbor Statement

 

The Company has included statements in this release that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act of 1933, as amended. As a general matter, forward-looking statements are those focused on future or anticipated events or trends, expectations and beliefs including, among other things, (a) trends affecting the financial condition or results of operations of the Company and (b) the business and growth strategies of the Company (including the Company’s store opening growth rate) that are not historical in nature.  Such statements are intended to be identified by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon the Company’s then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this release for the reasons, among others, discussed in the reports and other documents the Company files from time to time with the Securities and Exchange Commission, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2016. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.