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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - MICHAELS STORES INCa12-18833_18k.htm

Exhibit 99.1

 

 

 

 

Thomas Melito

NEWS RELEASE

Vice President - Treasurer

FOR IMMEDIATE RELEASE

(972) 409-1527

 

Michaels Stores, Inc. Reports Second Quarter Results

 

IRVING, Texas — August 23, 2012 — Michaels Stores, Inc. (the “Company”) today reported unaudited financial results for the second quarter ended July 28, 2012.

 

Same-store sales increased 2.9% driven by a 3.0% increase in transactions and a positive impact of 0.9% from deferred custom framing revenue partially offset by a 1.0% decrease in average ticket. The fluctuation in exchange rates between the Canadian and US dollar adversely affected average ticket for the quarter by approximately 40 basis points. The Company experienced its strongest sales increase for the quarter in custom framing within our framing department.

 

Second Quarter Financial Highlights

 

·                  Net sales increased 4.1% to $892 million from $857 million in the second quarter of fiscal 2011.

 

·                  Gross profit for the quarter increased 3.4% to $339 million; gross margin decreased 30 basis points to 38.0%.

 

·                  Operating income for the quarter, as a percent of net sales, decreased 50 basis points to 9.1%.

 

·                  Net income for the quarter increased 30.0% to $13 million, and as a percent of net sales increased 20 basis points to 1.4%.

 

·                  The Company opened eight and relocated four Michaels stores and closed two Aaron Brothers stores during the quarter. The Company opened five and relocated four Michaels stores during the second quarter of fiscal 2011.

 

Year-to-date Financial Highlights

 

·                  Net sales increased 3.3% to $1.87 billion from $1.81 billion in the first half of fiscal 2011.

 

·                  Gross profit increased 4.2% to $751 million; gross margin increased 40 basis points to 40.2%.

 

·                  Operating income increased 6.0% to $230 million, and as a percent of net sales increased 30 basis points to 12.3%.

 

·                  The Company ended the period with $113 million in cash, $3.364 billion in debt and approximately $627 million in availability under its revolving credit facility. During the quarter, the Company redeemed $127 million of its 13% Subordinated Discount Notes.

 

·                  Inventory at the end of the quarter was $922 million. Average Michaels store inventory, inclusive of distribution centers, was $823,000, an increase of 0.8% from $816,000 last year.

 

8000 BENT BRANCH DRIVE · IRVING, TEXAS 75063

(972) 409-1300

 



 

·                  The Company opened 10 and relocated 10 Michaels stores and closed six Aaron Brothers stores during the first half of fiscal 2012. The Company opened 10, relocated eight and closed one Michaels store during the first half of fiscal 2011. In addition, the Company closed one Aaron Brothers store during the first half of fiscal 2011.

 

The Company will host a conference call to discuss first quarter financial results at 8:00 a.m. Central time today. Those who wish to participate in the call may do so by dialing 866-425-6198, conference ID# 35707740. Due to the quiet period associated with our S-1 filing, there will not be a question and answer session at the end of the call. The conference call will also be webcast at www.michaels.com. To listen to the live call, please go to the website at least 15 minutes early to register and download any necessary audio software. The webcast will be accessible for 30 days after the call.

 

Michaels Stores, Inc. is North America’s largest specialty retailer of arts, crafts, framing, floral, wall décor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. As of August 22, 2012, the Company owns and operates 1,079 Michaels stores in 49 states and Canada, and 128 Aaron Brothers stores.

 

This news release may contain forward-looking statements that reflect our plans, estimates and beliefs. Any statements contained herein (including, but not limited to, statements to the effect that the Company or its management “plans,” “estimates,” “believes” and other similar expressions) that are not statements of historical fact should be considered forward-looking statements. Important factors that could cause actual results to differ materially from our expectations are more fully described in our other filings with the Securities and Exchange Commission. Specific examples of forward-looking statements include, but are not limited to, forecasts of same-store sales growth, operating income, planned capital expenditures, new store openings and other financial performance. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not necessarily limited to: risks related to the effect of economic uncertainty; our reliance on foreign suppliers increases our risk of obtaining adequate, timely, and cost-effective product supplies; risks related to our substantial indebtedness; our growth depends on our ability to open new stores; damage to the reputation of the Michaels brand or our private and exclusive brands could adversely affect our sales; our suppliers may fail us; risks associated with the vendors from whom our products are sourced could materially adversely affect our revenue and gross profit; product recalls and/or product liability, as well as changes in product safety and other consumer protection laws, may adversely impact our operations, merchandise offering, reputation and financial position; significant increases in inflation or commodity prices such as petroleum, natural gas, electricity, steel and paper may adversely affect our costs, including cost of merchandise; unexpected or unfavorable consumer responses to our promotional or merchandising programs could materially adversely affect our sales, operating results and cash flow; improvements to our supply chain may not be fully successful; changes in customer demand could materially adversely affect our sales, operating results and cash flow; our success will depend on how well we manage our business; competition, including internet-based competition, could negatively impact our business; failure to adequately maintain security and prevent unauthorized access to our electronic and other confidential information and data breaches could materially adversely affect our financial condition and operating results; we may be subject to information technology system failures or network disruptions, or our information systems may prove inadequate, resulting in damage to our reputation, business operations, and financial conditions; a weak fourth quarter would materially adversely affect our operating results; changes in newspaper subscription rates may result in reduced exposure to our circular advertisements; changes in regulations or enforcement, or our failure to comply with existing or future regulations, may adversely impact our business; our debt agreements contain restrictions that limit our flexibility in operating our business; disruptions in the capital markets could increase our costs of doing business; our real estate leases generally obligate us for long periods, which subjects us to various financial risks; we have co-sourced certain of our information technology, accounts payable, payroll, accounting and

 



 

human resources functions and may co-source other administrative functions, which make us more dependent upon third parties; we are exposed to fluctuations in exchange rates between the U.S. and Canadian dollar, which is the functional currency of our Canadian subsidiary; we are dependent upon the services of our senior management team and our inability to identify, hire and subsequently integrate a new Chief Executive Officer could adversely impact our business; failure to attract and retain quality sales, distribution center or experienced buying and management personnel could adversely affect our performance; catastrophic events, including geo-political events and weather, may adversely impact our results; the interests of our controlling stockholders may conflict with the interests of our creditors; and other factors as set forth in our prior filings with the Securities and Exchange Commission.  We intend these forward-looking statements to speak only as of the time of this release and do not undertake to update or revise them as more information becomes available.

 

This press release is also available on the Michaels Stores, Inc. website (www.michaels.com).

 



 

Michaels Stores, Inc.

Supplemental Disclosures Regarding Non-GAAP Financial Information

 

The following table sets forth the Company’s Earnings before Interest, Taxes, Depreciation, Amortization and loss on early extinguishment of debt. (“EBITDA (excluding loss on early extinguishment of debt)”).  The Company defines EBITDA (excluding loss on early extinguishment of debt) as net income before interest, income taxes, depreciation, amortization and loss on early extinguishment of debt. Additionally, the table presents Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”).  The Company defines Adjusted EBITDA as EBITDA (excluding loss on early extinguishment of debt) adjusted for certain defined amounts that are added to, or subtracted from, EBITDA (excluding loss on early extinguishment of debt) (collectively, the “Adjustments”) in accordance with the Company’s $2.4 billion Senior secured term loan and $850 million Asset-based revolving credit facility. The Adjustments are described in further detail in the footnotes to the table below.

 

The Company has presented EBITDA (excluding loss on early extinguishment of debt) and Adjusted EBITDA in this press release to provide investors with additional information to evaluate our operating performance and our ability to service our debt.  The Company uses EBITDA (excluding loss on early extinguishment of debt), among other metrics, to evaluate operating performance, to plan and forecast future periods’ operating performance and as an element of its incentive compensation targets for certain management personnel. Adjusted EBITDA is a required calculation under the Company’s Senior secured term loan and its Asset-based revolving credit facility. As it relates to the Senior secured term loan, Adjusted EBITDA is used in the calculations of fixed charge coverage and leverage ratios, which, under certain circumstances, may result in limitations on the Company’s ability to make restricted payments as well as the determination of mandatory repayments of the loans. Under the Asset-based revolving facility, Adjusted EBITDA is used in the calculation of fixed charge coverage ratios, which, under certain circumstances, may restrict the Company’s ability to make certain payments (characterized as restricted payments), investments (including acquisitions) and debt repayments.

 

As EBITDA (excluding loss on early extinguishment of debt) and Adjusted EBITDA are not measures of operating performance or liquidity calculated in accordance with U.S. GAAP, these measures should not be considered in isolation of, or as a substitute for, net income, as an indicator of operating performance, or net cash provided by operating activities as an indicator of liquidity.  Our computation of EBITDA (excluding loss on early extinguishment of debt) and Adjusted EBITDA may differ from similarly titled measures used by other companies. As EBITDA (excluding loss on early extinguishment of debt) and Adjusted EBITDA exclude certain financial information compared with net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded. The table below shows a reconciliation of EBITDA (excluding loss on early extinguishment of debt) and Adjusted EBITDA to net income and net cash provided by operating activities.

 



 

Michaels Stores, Inc.

Consolidated Balance Sheets

(In millions, except share and per share amounts)

(Unaudited)

 

Subject to reclassification

 

 

 

July 28,

 

January 28,

 

July 30,

 

 

 

2012

 

2012

 

2011

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and equivalents

 

$

113

 

$

371

 

$

27

 

Merchandise inventories

 

922

 

840

 

897

 

Prepaid expenses and other

 

89

 

80

 

79

 

Deferred income taxes

 

42

 

42

 

52

 

Income tax receivable

 

27

 

1

 

27

 

Total current assets

 

1,193

 

1,334

 

1,082

 

Property and equipment, at cost

 

1,438

 

1,391

 

1,376

 

Less accumulated depreciation and amortization

 

(1,112

)

(1,079

)

(1,066

)

Property and equipment, net

 

326

 

312

 

310

 

Goodwill

 

95

 

95

 

95

 

Debt issuance costs, net of accumulated amortization of $82, $74, and $66, respectively

 

51

 

59

 

62

 

Deferred income taxes

 

18

 

18

 

32

 

Other assets

 

3

 

4

 

6

 

Total non-current assets

 

167

 

176

 

195

 

Total assets

 

$

1,686

 

$

1,822

 

$

1,587

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

277

 

$

301

 

$

250

 

Accrued liabilities and other

 

351

 

389

 

332

 

Current portion of long-term debt

 

1

 

127

 

140

 

Deferred income taxes

 

1

 

1

 

 

Income taxes payable

 

2

 

19

 

2

 

Total current liabilities

 

632

 

837

 

724

 

Long-term debt

 

3,363

 

3,363

 

3,387

 

Deferred income taxes

 

11

 

11

 

4

 

Other long-term liabilities

 

86

 

85

 

77

 

Total long-term liabilities

 

3,460

 

3,459

 

3,468

 

Total liabilities

 

4,092

 

4,296

 

4,192

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

Common Stock, $0.10 par value, 220,000,000 shares authorized; 118,414,920 shares issued and outstanding at July 28, 2012; 118,265,885 shares issued and outstanding at January 28, 2012; 118,294,503 shares issued and outstanding at July 30, 2011

 

12

 

12

 

12

 

Additional paid-in capital

 

50

 

48

 

44

 

Accumulated deficit

 

(2,474

)

(2,540

)

(2,669

)

Accumulated other comprehensive income

 

6

 

6

 

8

 

Total stockholders’ deficit

 

(2,406

)

(2,474

)

(2,605

)

Total liabilities and stockholders’ deficit

 

1,686

 

1,822

 

1,587

 

 



 

Michaels Stores, Inc.

Consolidated Statements of Operations

(In millions)

(Unaudited)

 

Subject to reclassification

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

July 28,

 

July 30,

 

July 28,

 

July 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net sales

 

$

892

 

$

857

 

$

1,870

 

$

1,810

 

Cost of sales and occupancy expense

 

553

 

529

 

1,119

 

1,089

 

Gross profit

 

339

 

328

 

751

 

721

 

Selling, general, and administrative expense

 

252

 

241

 

512

 

495

 

Related party expenses

 

4

 

4

 

7

 

7

 

Store pre-opening costs

 

1

 

1

 

2

 

2

 

Operating income

 

82

 

82

 

230

 

217

 

Interest expense

 

61

 

61

 

127

 

126

 

Loss on early extinguishment of debt

 

 

4

 

 

15

 

Other (income) and expense, net

 

 

1

 

(1

)

 

Income before income taxes

 

21

 

16

 

104

 

76

 

Provision for income taxes

 

8

 

6

 

38

 

29

 

Net income

 

$

13

 

$

10

 

$

66

 

$

47

 

 



 

Michaels Stores, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

Subject to reclassification

 

 

 

Six Months Ended

 

 

 

July 28,

 

July 30,

 

 

 

2012

 

2011

 

Operating activities:

 

 

 

 

 

Net income

 

$

66

 

$

47

 

Adjustments:

 

 

 

 

 

Depreciation and amortization

 

46

 

50

 

Share-based compensation

 

3

 

4

 

Debt issuance costs amortization

 

8

 

8

 

Accretion of long-term debt

 

 

24

 

Change in fair value of interest rate cap

 

 

3

 

Change in fair value of contingent consideration

 

 

(1

)

Loss on early extinguishment of debt

 

 

15

 

Changes in assets and liabilities:

 

 

 

 

 

Merchandise inventories

 

(82

)

(71

)

Prepaid expenses and other

 

(9

)

(6

)

Accounts payable

 

(23

)

(12

)

Accrued interest

 

(4

)

(10

)

Accrued liabilities and other

 

(42

)

(48

)

Income taxes payable

 

(43

)

(51

)

Other long-term liabilities

 

1

 

 

Net cash used in operating activities

 

(79

)

(48

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Additions to property and equipment

 

(45

)

(46

)

Net cash used in investing activities

 

(45

)

(46

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Repurchase of subordinated discount notes due 2016

 

(127

)

(129

)

Repayments on senior secured term loan facility

 

 

(50

)

Borrowings on asset-based revolving credit facility

 

 

2

 

Repurchase of Common Stock

 

(3

)

(5

)

Proceeds from stock options exercised

 

2

 

1

 

Payment of capital leases

 

(1

)

 

Change in cash overdraft

 

(5

)

(17

)

Net cash used in financing activities

 

(134

)

(198

)

 

 

 

 

 

 

Decrease in cash and equivalents

 

(258

)

(292

)

Cash and equivalents at beginning of period

 

371

 

319

 

Cash and equivalents at end of period

 

$

113

 

$

27

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

Cash paid for interest

 

$

122

 

$

103

 

Cash paid for income taxes

 

$

80

 

$

75

 

 



 

Michaels Stores, Inc.

Summary of Operating Data

(Unaudited)

 

The following table sets forth the percentage relationship to net sales of each line item of our unaudited consolidated statements of operations:

(Schedule may not foot due to rounding)

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

July 28,

 

July 30,

 

July 28,

 

July 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net sales

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of sales and occupancy expense

 

62.0

 

61.7

 

59.8

 

60.2

 

Gross profit

 

38.0

 

38.3

 

40.2

 

39.8

 

Selling, general, and administrative expense

 

28.3

 

28.1

 

27.4

 

27.3

 

Related party expenses

 

0.5

 

0.5

 

0.4

 

0.4

 

Store pre-opening costs

 

0.1

 

0.1

 

0.1

 

0.1

 

Operating income

 

9.1

 

9.6

 

12.3

 

12.0

 

Interest expense

 

6.8

 

7.1

 

6.8

 

7.0

 

Loss on early extinguishment of debt

 

 

0.5

 

 

0.8

 

Other (income) and expense, net

 

 

0.1

 

 

 

Income before income taxes

 

2.3

 

1.9

 

5.5

 

4.2

 

Provision for income taxes

 

0.9

 

0.7

 

2.0

 

1.6

 

Net income

 

1.4

%

1.2

%

3.5

%

2.6

%

 

The following table sets forth certain of our unaudited operating data:

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

July 28,

 

July 30,

 

July 28,

 

July 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Michaels stores:

 

 

 

 

 

 

 

 

 

Retail stores open at beginning of period

 

1,066

 

1,049

 

1,064

 

1,045

 

Retail stores opened during the period

 

8

 

5

 

10

 

10

 

Retail stores opened (relocations) during the period

 

4

 

4

 

10

 

8

 

Retail stores closed during the period

 

 

 

 

(1

)

Retail stores closed (relocations) during the period

 

(4

)

(4

)

(10

)

(8

)

Retail stores open at end of period

 

1,074

 

1,054

 

1,074

 

1,054

 

 

 

 

 

 

 

 

 

 

 

Aaron Brothers stores:

 

 

 

 

 

 

 

 

 

Retail stores open at beginning of period

 

130

 

136

 

134

 

137

 

Retail stores closed during the period

 

(2

)

 

(6

)

(1

)

Retail stores open at end of period

 

128

 

136

 

128

 

136

 

 

 

 

 

 

 

 

 

 

 

Total store count at end of period

 

1,202

 

1,190

 

1,202

 

1,190

 

 

 

 

 

 

 

 

 

 

 

Other operating data:

 

 

 

 

 

 

 

 

 

Average inventory per Michaels store (in thousands) (1)

 

$

823

 

$

816

 

$

823

 

$

816

 

Comparable store sales increase (2)

 

2.9

%

1.8

%

2.1

%

3.1

%

 


(1)         Average inventory per Michaels store calculation excludes Aaron Brothers.

 

(2)         Comparable store sales increase represents the increase in Net sales for stores open the same number of months in the indicated period and the comparable period of the previous year, including stores that were relocated or expanded during either period. A store is deemed to become comparable in its 14th month of operation in order to eliminate grand opening sales distortions. A store temporarily closed more than two weeks is not considered comparable during the month it closed. If a store is closed longer than two weeks but less than two months, it becomes comparable in the month in which it reopens, subject to a mid-month convention. A store closed longer than two months becomes comparable in its 14th month of operation after its reopening.

 



 

Michaels Stores, Inc.

Reconciliation of Adjusted EBITDA

(In millions)

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

July 28,

 

July 30,

 

July 28,

 

July 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net cash used in operating activities

 

$

(120

)

$

(67

)

$

(79

)

$

(48

)

Depreciation and amortization

 

(22

)

(25

)

(46

)

(50

)

Share-based compensation

 

(2

)

(2

)

(3

)

(4

)

Debt issuance costs amortization

 

(4

)

(4

)

(8

)

(8

)

Accretion of long-term debt

 

 

(11

)

 

(24

)

Change in fair value of interest rate cap

 

 

(1

)

 

(3

)

Change in fair value of contingent consideration

 

 

1

 

 

1

 

Loss on early extinguishment of debt

 

 

(4

)

 

(15

)

Changes in assets and liabilities

 

161

 

123

 

202

 

198

 

Net income

 

13

 

10

 

66

 

47

 

Interest expense

 

61

 

61

 

127

 

126

 

Loss on early extinguishment of debt

 

 

4

 

 

15

 

Provision for income taxes

 

8

 

6

 

38

 

29

 

Depreciation and amortization

 

22

 

25

 

46

 

50

 

EBITDA (excluding loss on early extinguishment of debt)

 

104

 

106

 

277

 

267

 

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation

 

2

 

2

 

3

 

4

 

Sponsor fees

 

4

 

4

 

7

 

7

 

Termination expense

 

 

 

 

1

 

Store pre-opening costs

 

1

 

1

 

2

 

2

 

Store remodel costs

 

 

1

 

 

1

 

Foreign currency transaction gains

 

 

 

(1

)

(3

)

Store closing costs

 

2

 

1

 

2

 

1

 

Gain on contingent consideration

 

 

(1

)

 

(1

)

Loss on interest rate cap

 

 

1

 

 

3

 

Other (1)

 

2

 

1

 

2

 

2

 

Adjusted EBITDA

 

$

115

 

$

116

 

$

292

 

$

284

 

 


(1) Other adjustments relate to items such as the moving & relocation expenses, franchise taxes, foreign currency hedge and legal settlements.