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8-K - 8-K - MATTRESS FIRM HOLDING CORP.a16-18131_18k.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

MATTRESS FIRM ANNOUNCES SECOND FISCAL QUARTER FINANCIAL RESULTS

 

—  Fiscal Q2 Net Sales Increased 48.2% Over Prior Year  —

—  Sleepy’s Integration Continues to Progress As Planned  —

 

HOUSTON, September 9, 2016 /BUSINESSWIRE/ — Mattress Firm Holding Corp. (the “Company”) (NASDAQ: MFRM), the nation’s largest specialty mattress retailer, today announced its financial results for the second fiscal quarter (13 weeks) ended August 2, 2016.  Net sales for the second fiscal quarter increased 48.2% over the prior year period to $980.0 million, reflecting incremental sales from acquired and new stores, partially offset by a comparable-store sales decline of 1.1%. The Company reported second fiscal quarter earnings (loss) per diluted share (“EPS”) on a generally accepted accounting principles (“GAAP”) basis of $(0.06), and EPS on a non-GAAP adjusted basis, excluding acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs and severance charges (“Adjusted”), of $0.51.  Excluding the non-cash amortization of tradenames, Adjusted EPS excluding Tradename Amortization was $0.57.

 

Expected diluted EPS on a GAAP basis, adjusted basis and adjusted basis excluding tradename amortization are reconciled in the table below:

 

Second Fiscal Quarter Reconciliation of GAAP to Adjusted EPS and Adjusted EPS Excluding Tradename Amortization **

 

See “Reconciliation of Reported GAAP to Adjusted Statements of Operations Data” for Notes

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

August 4, 2015

 

August 2, 2016

 

August 4, 2015

 

August 2, 2016

 

GAAP Diluted EPS

 

$

0.61

 

$

(0.06

)

$

0.77

 

$

(3.27

)

Adjustments

 

 

 

 

 

 

 

 

 

Intangible asset impairment charge (1)

 

 

 

 

2.32

 

Acquisition-related costs (2)

 

0.03

 

0.40

 

0.19

 

0.92

 

Fixed asset impairment charge(3)

 

0.01

 

0.09

 

0.01

 

0.24

 

ERP system implementation training costs (4)

 

 

0.01

 

0.01

 

0.01

 

Secondary offering costs (5)

 

0.01

 

 

0.01

 

 

Other expenses (6)

 

0.01

 

0.07

 

0.01

 

0.10

 

Adjusted Diluted EPS*

 

$

0.67

 

$

0.51

 

$

1.00

 

$

0.34

 

Tradename amortization (7)

 

0.01

 

0.06

 

0.02

 

0.14

 

Adjusted Diluted EPS Exluding Tradename Amortization*

 

$

0.68

 

$

0.57

 

$

1.02

 

$

0.48

 

 


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

**          Reported sales results and expected GAAP and Adjusted EPS are preliminary and remain subject to adjustment until the filing of the Company’s Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission.

 

“We remain excited about the future opportunities for our business as we build a national chain in the U.S,” commented Steve Stagner, executive chairman and chairman of the board.  “We are also moving towards the completion of our transaction with Steinhoff, and believe Steinhoff is the ideal long-term partner for our customers, employees, suppliers and other stakeholders.”

 

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

 



 

Preliminary Second Quarter Financial Summary

 

·                  Net sales for the second fiscal quarter increased 48.2% as compared with the comparable prior year period to $980.0 million, reflecting incremental sales from acquired and new stores, partially offset by a comparable-store sales decline of 1.1%. Comparable-store sales growth in the prior year period was 2.8%.

 

·                  The Company opened 59 new stores and closed 49 stores, bringing the total number of Company-operated stores to 3,482 as of the end of the fiscal quarter.

 

·                  Income from operations was $22.5 million. Excluding a total of $33.2 million of acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs, loss on disposal of properties and severance charges, Adjusted income from operations was $55.7 million, as compared with $48.6 million for the comparable prior year period.  Adjusted operating income margin was 5.7% of net sales as compared to 7.4% in the second fiscal quarter of 2015, and included a 260 basis-point decline in gross margin, a 50 basis-point improvement in general and administrative expense leverage and a 40 basis-point increase from sales and marketing expense leverage. 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 loss attributable to Mattress Firm Holding Corp. was $2.2 million and GAAP EPS was $(0.06).  Excluding $21.2 million, net of income taxes, of acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs, loss on disposal of properties and severance charges, Adjusted net income was $19.0 million and Adjusted EPS was $0.51. Please refer to “Reconciliation of Reported GAAP to Adjusted Statements of Operations Data” for a reconciliation of net income (loss) and GAAP EPS to Adjusted net income (loss) and Adjusted EPS, respectively, and other information.

 

For the full fiscal year-to-date:

 

·                  Net sales increased $595.8 million, or 48.7%, to $1,819.4 million, for the two fiscal quarters (twenty-six weeks) ended August 2, 2016, from $1,223.6 million in the comparable year period, reflecting incremental sales from acquired and new stores, partially offset by a comparable-store sales decline of 1.1%. Comparable-store sales growth in the prior year comparable period was 2.1%.

 

·                  The Company acquired 1,065 stores, opened 144 new and closed 86 stores during the first two fiscal quarters of fiscal 2016, adding 1,123 net store units.

 

·                  Loss from operations was $145.2 million, for the two fiscal quarters ended August 2, 2016. Excluding $214.6 million of intangible asset impairment charges, acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs, loss on disposal of properties and severance charges, Adjusted income from operations was $69.4 million for the two fiscal quarters ended August 2, 2016, as compared with $77.6 million for the comparable prior year period. Adjusted operating income margin was 3.8% of net sales as compared with 6.3% in fiscal 2015, and included a 260 basis-point decline in gross margin, a 20 basis-point decrease from sales and marketing expense deleverage, a 10 basis-point decline in franchise fees and royalty income, partially offset by a 40 basis-point improvement in general and administrative expense leverage. 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 loss attributable to Mattress Firm Holding Corp. was $121.4 million for the two fiscal quarters ended August 2, 2016 and GAAP EPS was $(3.27). Excluding $134.0 million, net of income taxes, of intangible asset impairment charges, acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs and severance charges, Adjusted net income was $12.6 million for the two fiscal quarters and Adjusted

 

2



 

EPS was $0.34. 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.

 

Balance Sheet

 

The Company had cash and cash equivalents of $13.6 million on August 2, 2016, the end of the fiscal second quarter.  Net cash provided by operating activities was $81.1 million for the two fiscal quarters ended August 2, 2016. As of August 2, 2016, there were $40.0 million in borrowings outstanding under the revolving portion of the Senior Credit Facility (as defined in the Company’s filings with the Securities and Exchange Commission) and approximately $12.3 million in outstanding letters of credit, with additional borrowing capacity of $114.4 million.

 

Net Sales and Store Unit Information

 

The components of the net sales increase for the thirteen and twenty-six weeks ended August 2, 2016 as compared to the corresponding prior year period were as follows (in millions):

 

 

 

Progression in Net Sales

 

 

 

Thirteen Weeks

 

Twenty-Six Weeks

 

 

 

Ended

 

Ended

 

 

 

August 2, 2016

 

August 2, 2016

 

Net sales for prior year period

 

$

661.1

 

$

1,223.6

 

Increase (Decrease) in Net Sales

 

 

 

 

 

Comparable-store sales

 

(6.9

)

(13.0

)

New stores

 

70.1

 

129.8

 

Acquired stores

 

268.7

 

500.0

 

Closed stores

 

(13.0

)

(21.0

)

Increase in net sales, net

 

318.9

 

595.8

 

Net sales for current year period

 

$

980.0

 

$

1,819.4

 

% increase

 

48.2

%

48.7

%

 

Historically the Company has provided the composition of net sales by major category of product and services, including conventional mattresses, specialty mattresses, furniture and accessories, and delivery service revenue. Given the growth of the “hybrid” mattress category, which includes characteristics of both conventional and specialty mattresses, the Company will be providing detail on the composition of mattress sales (excluding foundations) by retail price band going forward.  The composition of mattress sales (excluding foundations) for the Mattress Firm banner by retail price point were as follows:

 

 

 

Fifty-Three

 

Fifty-Two

 

Thirteen

 

Thirteen

 

 

 

Weeks Ended

 

Weeks Ended

 

Weeks Ended

 

Weeks Ended

 

Mattress Price Point

 

February 3, 2015

 

February 2, 2016

 

August 4, 2015

 

August 2, 2016

 

<$500

 

13.3

%

14.3

%

13.8

%

14.9

%

$500-$1,000

 

20.0

%

21.2

%

20.3

%

19.8

%

$1,000-$2,000

 

31.9

%

25.7

%

24.8

%

25.5

%

>$2,000

 

34.8

%

38.8

%

41.1

%

39.7

%

Total

 

100.0

%

100.0

%

100.0

%

100.0

%

 

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

 

 

 

Thirteen Weeks

 

Twenty-Six Weeks

 

 

 

Ended

 

Ended

 

 

 

August 2, 2016

 

August 2, 2016

 

Store units, beginning of period

 

3,472

 

2,359

 

New stores

 

59

 

144

 

Acquired stores

 

 

1,065

 

Closed stores

 

(49

)

(86

)

Store units, end of period

 

3,482

 

3,482

 

 

3



 

As previously announced, on August 6, 2016, the Company entered into an Agreement and Plan of Merger with Steinhoff International Holdings N.V. (“Steinhoff”). Due to the proposed acquisition, the Company will not be updating its outlook for fiscal 2016 and will not be holding a conference call to discuss its second quarter fiscal 2016 results. The acquisition is expected to close by or around the end of the third calendar quarter, subject to satisfaction of a majority tender condition and other closing conditions.

 

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 GAAP and Adjusted EPS and the expected timing and closing of the proposed acquisition of the Company by Steinhoff, are subject to various risks and uncertainties.  The risks and uncertainties which may affect GAAP and Adjusted EPS and other measures of our financial performance, include but are 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 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 largest 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; and risks related to our stock. The risks and uncertainties to which our statements regarding the proposed Steinhoff acquisition are subject concern Steinhoff’s ability to complete the acquisition on the proposed terms and schedule, and include, but are not limited to, risks and uncertainties related to the satisfaction of closing conditions such as, without limitation, Company stockholders not tendering shares in the tender offer; the possibility that competing offers will be made; that a material adverse effect occurs with respect to the Company; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the outcome of legal proceedings that may be instituted against the Company.  All of the forward looking statements that are made in this press release are subject to those other risks and uncertainties set forth under “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the quarter ended May 3, 2016 and our Annual Report on Form 10-K for the fiscal year ended February 2, 2016, which are filed with the U.S. Securities and Exchange Commission (“SEC”) 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 (loss) before income tax expense (benefit), 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

 

4



 

operations. Management also uses Adjusted EBITDA to determine executive incentive compensation payment levels. In addition, our compliance with certain covenants under the 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 and new stores 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.

 

The following table contains a reconciliation of our net income (loss) 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

 

 

 

August 4,

 

August 2,

 

August 4,

 

August 2,

 

 

 

2015

 

2016

 

2015

 

2016

 

Net income (loss)

 

$

21,881

 

$

(1,767

)

$

27,359

 

$

(120,435

)

Income tax expense (benefit)

 

13,678

 

(408

)

16,778

 

(73,207

)

Interest expense, net

 

10,046

 

24,670

 

20,299

 

48,437

 

Depreciation

 

14,752

 

22,615

 

28,746

 

43,373

 

Intangible assets and other amortization

 

1,366

 

4,567

 

2,703

 

9,791

 

EBITDA

 

61,723

 

49,677

 

95,885

 

(92,041

)

Intangible asset impairment charge

 

 

 

 

138,726

 

Loss on store closings and impairment of store assets

 

1,173

 

7,066

 

1,468

 

16,659

 

Loss (gain) from disposals of property and equipment

 

30

 

1,676

 

(14

)

1,088

 

Stock-based compensation

 

2,050

 

1,392

 

3,880

 

2,923

 

Secondary offering costs

 

169

 

 

480

 

 

Vendor new store funds (a)

 

223

 

(564

)

611

 

(19

)

Acquisition-related costs (b)

 

2,021

 

23,265

 

11,195

 

54,834

 

Other (c)

 

121

 

(421

)

784

 

1,892

 

Adjusted EBITDA

 

$

67,510

 

$

82,091

 

$

114,289

 

$

124,062

 

 


(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 $0.1 million and $2.2 million of reduction of workforce severance expense incurred during the thirteen and twenty-six weeks ended August 2, 2016, $0.7 million of ERP system implementation training costs incurred during the twenty-six weeks ended August 4, 2015 and $0.5 million of ERP system implementation training costs incurred during the thirteen and twenty-six weeks ended August 2, 2016.

 

Adjusted EPS and the other “Adjusted” data provided in this press release, including Adjusted EPS Excluding Tradename Amortization, are 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”.

 

5



 

MATTRESS FIRM HOLDING CORP.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

(unaudited)

 

 

 

February 2,

 

August 2,

 

 

 

2016

 

2016

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,778

 

$

13,587

 

Accounts receivable, net

 

64,923

 

78,673

 

Inventories

 

161,190

 

253,105

 

Prepaid expenses and other current assets

 

55,176

 

126,738

 

Total current assets

 

283,067

 

472,103

 

Property and equipment, net

 

317,451

 

455,863

 

Intangible assets, net

 

214,942

 

99,038

 

Goodwill

 

826,728

 

1,490,167

 

Other noncurrent assets, net

 

16,496

 

22,291

 

Total assets

 

$

1,658,684

 

$

2,539,462

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Notes payable and current maturities of long-term debt

 

$

8,664

 

$

16,284

 

Accounts payable

 

164,686

 

274,325

 

Accrued liabilities

 

83,869

 

179,592

 

Customer deposits

 

20,028

 

43,084

 

Total current liabilities

 

277,247

 

513,285

 

Long-term debt, net of current maturities

 

675,033

 

1,340,286

 

Deferred income tax liability

 

52,299

 

47,196

 

Other noncurrent liabilities

 

142,623

 

161,478

 

Total liabilities

 

1,147,202

 

2,062,245

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Common stock, $0.01 par value; 120,000,000 shares authorized; 35,356,859 and 35,294,568 shares issued and outstanding at February 2, 2016; and 37,297,201 and 37,228,002 shares issued and outstanding at August 2, 2016, respectively

 

353

 

372

 

Additional paid-in capital

 

447,357

 

516,004

 

Accumulated retained earnings (deficit)

 

63,772

 

(57,590

)

Total Mattress Firm Holding Corp. equity

 

511,482

 

458,786

 

Noncontrolling interest

 

 

18,431

 

Total equity

 

511,482

 

477,217

 

Total liabilities and equity

 

$

1,658,684

 

$

2,539,462

 

 

6



 

MATTRESS FIRM HOLDING CORP.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(unaudited)

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

August 4,

 

% of

 

August 2,

 

% of

 

August 4,

 

% of

 

August 2,

 

% of

 

 

 

2015

 

Sales

 

2016

 

Sales

 

2015

 

Sales

 

2016

 

Sales

 

Net sales

 

$

661,064

 

100.0

%

$

980,011

 

100.0

%

$

1,223,618

 

100.0

%

$

1,819,403

 

100.0

%

Cost of sales

 

403,557

 

61.0

%

625,495

 

63.8

%

764,840

 

62.5

%

1,199,112

 

65.9

%

Gross profit from retail operations

 

257,507

 

39.0

%

354,516

 

36.2

%

458,778

 

37.5

%

620,291

 

34.1

%

Franchise fees and royalty income

 

1,285

 

0.1

%

1,076

 

0.1

%

2,400

 

0.2

%

2,198

 

0.1

%

Total gross profit

 

258,792

 

39.1

%

355,592

 

36.3

%

461,178

 

37.7

%

622,489

 

34.2

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

169,121

 

25.5

%

246,367

 

25.1

%

301,017

 

24.6

%

450,404

 

24.8

%

General and administrative expenses

 

42,893

 

6.5

%

79,664

 

8.2

%

94,257

 

7.7

%

161,905

 

8.9

%

Intangible asset impairment charge

 

 

0.0

%

 

0.0

%

 

0.0

%

138,726

 

7.6

%

Loss on store closings and impairment of store assets

 

1,173

 

0.2

%

7,066

 

0.7

%

1,468

 

0.1

%

16,659

 

0.9

%

Total operating expenses

 

213,187

 

32.2

%

333,097

 

34.0

%

396,742

 

32.4

%

767,694

 

42.2

%

Income (loss) from operations

 

45,605

 

6.9

%

22,495

 

2.3

%

64,436

 

5.3

%

(145,205

)

-8.0

%

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

10,046

 

1.5

%

24,670

 

2.5

%

20,299

 

1.7

%

48,437

 

2.6

%

Income (loss) before income taxes

 

35,559

 

5.4

%

(2,175

)

-0.2

%

44,137

 

3.6

%

(193,642

)

-10.6

%

Income tax expense (benefit)

 

13,678

 

2.1

%

(408

)

0.0

%

16,778

 

1.4

%

(73,207

)

-4.0

%

Net income (loss)

 

21,881

 

3.3

%

(1,767

)

-0.2

%

27,359

 

2.2

%

(120,435

)

-6.6

%

Net income attributable to noncontrolling interest

 

 

0.0

%

432

 

0.0

%

 

0.0

%

927

 

0.1

%

Net income (loss) attributable to Mattress Firm Holding Corp

 

21,881

 

3.3

%

(2,199

)

-0.2

%

27,359

 

2.2

%

(121,362

)

-6.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per common share

 

$

0.62

 

 

 

$

(0.06

)

 

 

$

0.78

 

 

 

$

(3.27

)

 

 

Diluted net income (loss) per common share

 

$

0.61

 

 

 

$

(0.06

)

 

 

$

0.77

 

 

 

$

(3.27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

35,188,368

 

 

 

37,201,842

 

 

 

35,167,565

 

 

 

37,126,890

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

319,819

 

 

 

 

 

 

332,038

 

 

 

 

 

 

Restricted shares

 

92,108

 

 

 

 

 

 

84,421

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

35,600,295

 

 

 

37,201,842

 

 

 

35,584,024

 

 

 

37,126,890

 

 

 

 

MATTRESS FIRM HOLDING CORP.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

August 4,

 

August 2,

 

August 4,

 

August 2,

 

 

 

2015

 

2016

 

2015

 

2016

 

Net income (loss)

 

$

21,881

 

$

(1,767

)

$

27,359

 

$

(120,435

)

Unrealized loss on cash flow hedge, net of tax benefit of $0 and $44, $0 and $0, respectively

 

 

(71

)

 

 

Other comprehensive income (loss), net of tax

 

$

21,881

 

$

(1,838

)

$

27,359

 

$

(120,435

)

Comprehensive income attributable to noncontrolling interest

 

 

432

 

 

927

 

Comprehensive income (loss) attributable to Mattress Firm Holding Corp.

 

$

21,881

 

$

(2,270

)

$

27,359

 

$

(121,362

)

 

7



 

MATTRESS FIRM HOLDING CORP.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

 

 

Twenty-Six Weeks Ended

 

 

 

August 4,

 

August 2,

 

 

 

2015

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

27,359

 

$

(120,435

)

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

 

 

 

 

 

Depreciation

 

28,746

 

43,373

 

Loan fee and other amortization

 

3,797

 

14,023

 

(Gain) loss from disposals of property and equipment

 

(14

)

1,088

 

Deferred income tax expense (benefit)

 

3,766

 

(32,500

)

Stock-based compensation

 

4,352

 

4,098

 

Intangible asset impairment

 

 

138,726

 

Loss on store closings and impairment of store assets

 

1,468

 

16,659

 

Construction allowances from landlords

 

5,913

 

6,803

 

Excess tax benefits associated with stock-based awards

 

(915

)

(162

)

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

 

 

 

 

 

Accounts receivable

 

(3,515

)

(12,909

)

Inventories

 

4,400

 

(7,351

)

Prepaid expenses and other current assets

 

(5,952

)

(48,266

)

Other assets

 

(2,307

)

(1,112

)

Accounts payable

 

11,310

 

40,643

 

Accrued liabilities

 

9,455

 

26,459

 

Customer deposits

 

6,664

 

6,426

 

Other noncurrent liabilities

 

24,628

 

5,526

 

Net cash provided by operating activities

 

119,155

 

81,089

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(68,480

)

(55,825

)

Sales of property and equipment

 

 

74,262

 

Business acquisitions, net of cash acquired

 

119

 

(725,031

)

Net cash used in investing activities

 

(68,361

)

(706,594

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of debt

 

58,000

 

799,100

 

Principal payments of debt

 

(114,302

)

(160,607

)

Debt issuance costs

 

 

(28,066

)

Proceeds from issuance of common stock

 

 

25,000

 

Proceeds from exercise of common stock options

 

1,755

 

2,859

 

Excess tax benefits associated with stock-based awards

 

915

 

162

 

Purchase of vested stock-based awards

 

 

(284

)

Distributions to noncontrolling interest partner

 

 

(850

)

Net cash (used in) provided by financing activities

 

(53,632

)

637,314

 

Net (decrease) increase in cash and cash equivalents

 

(2,838

)

11,809

 

Cash and cash equivalents, beginning of period

 

13,475

 

1,778

 

Cash and cash equivalents, end of period

 

$

10,637

 

$

13,587

 

Cash paid for:

 

 

 

 

 

Interest

 

$

20,070

 

$

42,026

 

Income taxes

 

$

6,038

 

$

2,423

 

Supplemental disclosure of noncash investing and financing activity:

 

 

 

 

 

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

 

$

6,933

 

$

5,450

 

Capital leases

 

$

 

$

9,546

 

Equity issued in acquisition

 

$

 

$

36,831

 

 

8



 

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

 

 

 

August 4, 2015

 

 

August 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

 

Income

 

 

 

 

 

 

 

 

 

Income

 

Attributable

 

 

 

 

 

 

 

 

Income

 

Attributable

 

 

 

 

 

 

 

Income

 

Before

 

to Mattress

 

Diluted

 

 

 

 

Income

 

Before

 

to Mattress

 

Diluted

 

 

 

 

 

From

 

Income

 

Firm Holding

 

Weighted

 

Diluted

 

 

From

 

Income

 

Firm Holding

 

Weighted

 

Diluted

 

 

 

Operations

 

Taxes

 

Corp.

 

Shares

 

EPS*

 

 

Operations

 

Taxes

 

Corp.

 

Shares

 

EPS*

 

As Reported

 

$

45,605

 

$

35,559

 

$

21,881

 

35,600,295

 

$

0.61

 

 

$

22,495

 

$

(2,175

)

$

(2,199

)

37,201,842

 

$

(0.06

)

% of sales

 

6.9

%

5.4

%

3.3

%

 

 

 

 

 

2.3

%

-0.2

%

-0.2

%

 

 

 

 

Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related costs (2)

 

2,021

 

2,021

 

1,246

 

 

0.03

 

 

23,265

 

23,265

 

15,038

 

 

0.40

 

Fixed asset impairment charge(3)

 

735

 

735

 

452

 

 

0.01

 

 

5,524

 

5,524

 

3,476

 

 

0.09

 

ERP system implementation training costs (4)

 

 

 

 

 

 

 

547

 

547

 

342

 

 

0.01

 

Secondary offering costs (5)

 

169

 

169

 

169

 

 

0.01

 

 

 

 

 

 

 

Other expenses (6)

 

116

 

116

 

71

 

 

0.01

 

 

3,781

 

3,781

 

2,367

 

 

0.07

 

Diluted share count adjustment(8)

 

 

 

 

 

 

 

 

 

 

154,924

 

 

Total adjustments

 

3,041

 

3,041

 

1,938

 

 

0.06

 

 

33,117

 

33,117

 

21,223

 

154,924

 

0.57

 

As Adjusted

 

$

48,646

 

$

38,600

 

$

23,819

 

35,600,295

 

$

0.67

 

 

$

55,612

 

$

30,942

 

$

19,024

 

37,356,766

 

$

0.51

 

% of sales

 

7.4

%

5.8

%

3.6

%

 

 

 

 

 

5.7

%

3.2

%

1.9

%

 

 

 

 

Tradename amortization (7)

 

496

 

496

 

305

 

 

0.01

 

 

3,551

 

3,551

 

2,231

 

 

0.06

 

As Adjusted Excluding Tradename Amortization

 

$

49,142

 

$

39,096

 

$

24,124

 

35,600,295

 

$

0.68

 

 

$

59,163

 

$

34,493

 

$

21,255

 

37,356,766

 

$

0.57

 

 

 

 

Twenty-Six Weeks Ended

 

 

 

August 4, 2015

 

 

August 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

(Loss)

 

Income

 

 

 

 

 

 

 

 

 

Income

 

Attributable

 

 

 

 

 

 

(Loss)

 

Income

 

Attributable

 

 

 

 

 

 

 

Income

 

Before

 

to Mattress

 

Diluted

 

 

 

 

Income

 

Before

 

to Mattress

 

Diluted

 

 

 

 

 

From

 

Income

 

Firm Holding

 

Weighted

 

Diluted

 

 

From

 

Income

 

Firm Holding

 

Weighted

 

Diluted

 

 

 

Operations

 

Taxes

 

Corp.

 

Shares

 

EPS*

 

 

Operations

 

Taxes

 

Corp.

 

Shares

 

EPS*

 

As Reported

 

$

64,436

 

$

44,137

 

$

27,359

 

35,584,024

 

$

0.77

 

 

$

(145,205

)

$

(193,642

)

$

(121,362

)

37,126,890

 

$

(3.27

)

% of sales

 

5.3

%

3.6

%

2.2

%

 

 

 

 

 

-8.0

%

-10.6

%

-6.7

%

 

 

 

 

Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible asset impairment charge (1)

 

 

 

 

 

 

 

138,726

 

138,726

 

86,621

 

 

 

2.32

 

Acquisition-related costs (2)

 

11,195

 

11,195

 

6,885

 

 

0.19

 

 

54,834

 

54,834

 

34,238

 

 

0.92

 

Fixed asset impairment charge(3)

 

735

 

735

 

452

 

 

0.01

 

 

14,438

 

14,438

 

9,015

 

 

0.24

 

ERP system implementation training costs (4)

 

666

 

666

 

409

 

 

0.01

 

 

547

 

547

 

342

 

 

0.01

 

Secondary offering costs (5)

 

480

 

480

 

480

 

 

0.01

 

 

 

 

 

 

 

Other expenses (6)

 

116

 

116

 

71

 

 

0.01

 

 

5,927

 

5,927

 

3,701

 

 

0.10

 

Diluted share count adjustment(8)

 

 

 

 

 

 

 

 

 

 

189,360

 

 

Total adjustments

 

13,192

 

13,192

 

8,297

 

 

0.23

 

 

214,472

 

214,472

 

133,917

 

189,360

 

3.59

 

As Adjusted

 

$

77,628

 

$

57,329

 

$

35,656

 

35,584,024

 

$

1.00

 

 

$

69,267

 

$

20,830

 

$

12,555

 

37,316,250

 

$

0.34

 

% of sales

 

6.3

%

4.7

%

2.9

%

 

 

 

 

 

3.8

%

1.1

%

0.7

%

 

 

 

 

Tradename amortization (7)

 

991

 

991

 

609

 

 

0.02

 

 

8,258

 

8,258

 

5,156

 

 

0.14

 

As Adjusted Excluding Tradename Amortization

 

$

78,619

 

$

58,320

 

$

36,265

 

35,584,024

 

$

1.02

 

 

$

77,525

 

$

29,088

 

$

17,711

 

37,316,250

 

$

0.48

 

 


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

 

The adjustments for the twenty-six weeks ended August 4, 2015 and August 2, 2016 were tax effected using our annualized effective tax rates as of August 4, 2015 and August 2, 2016 of 38.5% and 37.6%, respectively.

 

(1)             Reflects approximately $138.7 million of non-cash impairment of tradenames recorded in the twenty-six weeks ended August 2, 2016. We decided in late April 2016 to rebrand all of our stores operating under different brand names to the Mattress Firm brand name.  In conjunction with this decision, we revalued all of our tradename intangible assets and recorded a corresponding non-cash impairment charge to write down these assets to fair value.

 

(2)             On October 20, 2014, we acquired 100% of the outstanding equity interests in The Sleep Train, Inc., related to the operations of 314 mattress specialty retail stores in California, Oregon, Washington, Nevada, Idaho and Hawaii. On January 6, 2015, we acquired substantially all of the mattress specialty retail assets and operations of Sleep America LLC, which operated approximately 45 Sleep America retail stores in Arizona. On January 13, 2015 we acquired substantially all of the mattress specialty retail assets and operations of Mattress World, Inc., related to the operation of 4 mattress specialty retail stores under the brand Mattress World in Pennsylvania. On November 17, 2015, we acquired the assets and operations of Double J-RD, LLC, including nine mattress specialty retail stores located primarily in East Texas. On February 5, 2016, we acquired 100% of the outstanding equity interests in HMK Mattress Holdings LLC, the holding company of Sleepy’s LLC and related entities, related to the operation of 1,065 mattress specialty retail stores in 17 states in the Northeast, New England, the Mid-Atlantic and Illinois.  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

 

9



 

operations and corporate functions that are not expected to recur as acquisitions are absorbed. Acquisition-related costs, consisting of direct transaction costs and integration costs, are included in the results of operations as incurred. We incurred approximately $2.0 million and $23.3 million of acquisition-related costs during the thirteen weeks ended August 4, 2015 and August 2, 2016, respectively. We incurred approximately $11.2 million and $54.8 million of acquisition-related costs during the twenty-six weeks ended August 4, 2015 and August 2, 2016, respectively.

 

(3)             Reflects approximately $0.7 million and $5.5 million of impairment of store and other fixed assets recorded in the thirteen weeks ended August 4, 2015 and August 2, 2016, respectively. Reflects approximately $0.7 million and $14.4 million of impairment of store and other fixed assets recorded in the twenty-six weeks ended August 4, 2015 and August 2, 2016, respectively.

 

(4)             Reflects implementation costs included in the results of operations as incurred, consisting primarily of incremental training-related costs, related to the roll-out of the Microsoft Dynamics AX for Retail ERP system. During the thirteen weeks ended August 2, 2016, we incurred approximately $0.5 million of ERP system implementation training costs. We incurred approximately $0.7 million and $0.5 million of ERP system implementation training costs during the twenty-six weeks ended August 4, 2015 and August 2, 2016, respectively.

 

(5)             Reflects approximately $0.2 million and $0.5 million for the thirteen and twenty-six weeks ended August 4, 2015, respectively, of costs borne by us in connection with a secondary offering of common stock by certain of our selling shareholders which was completed in April 2015. No offering proceeds were received by the Company.

 

(6)             Reflects severance expense recorded in the thirteen and twenty-six weeks ended August 4, 2015. Reflects $0.1 million and $2.1 million of severance expense resulting from the beginning of our integration of the Sleepy’s and Mattress Firm’s management structure recorded in the thirteen and twenty-six weeks ended August 2, 2016, respectively. Reflects $2.1 million of early lease termination fees related to the store optimization project recorded in the thirteen and twenty-six weeks ended August 2, 2016, respectively. Reflects $1.5 million of net loss on asset disposals related to the sale-leaseback of certain stores and warehouses acquired in the Sleepy’s acquisition recorded in the thirteen and twenty-six weeks ended August 2, 2016, respectively.

 

(7)             Reflects the total finite lived tradename intangible asset amortization. The remaining value of the finite lived tradename intangible assets will be amortized over the period of the transition to one nationwide banner.

 

(8)             Reflects diluted share count adjustment related to the positive position of As Adjusted net income attributable to Mattress Firm Holding Corp.

 

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.

 

Additional Information Regarding the Acquisition by Steinhoff and Where to Find It

 

Nothing in this press release is a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm Holding Corp. stock. STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) FILED BY STEINHOFF WITH THE SEC AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY THE COMPANY WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Stockholders can obtain these documents free of charge from the SEC’s website at http://www.sec.gov, or from the Company upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023, telephone number (713) 923-1090 or from the Company’s website, http://ir.mattressfirm.com. Such materials filed by Steinhoff are also available for free at Steinhoff’s website, http://www.steinhoff.com.

 

About Mattress Firm Holding Corp.

 

With more than 3,600 company-operated and franchised stores across 49 states, Mattress Firm Holding Corp. (NASDAQ: MFRM) has the largest geographic footprint in the United States among multi-brand mattress retailers. Founded in 1986, Houston-based MFRM is the nation’s leading specialty bedding retailer with over $3.5 billion in pro forma sales in 2015. MFRM, through its brands including Mattress Firm, Sleepy’s and Sleep Train, offers a broad selection of both traditional and specialty mattresses, bedding accessories and other related products from leading manufacturers, including Serta, Simmons, Tempur-Pedic, Sealy, Stearns & Foster, King Coil and Hampton & Rhodes. More information is available at www.mattressfirm.com. The Company’s website is not part of this release.

 

Investor Relations Contact:

Scott McKinney

Vice President of Investor Relations

ir@mfrm.com

713-328-3417

 

Media Contact:

Erica Martinez

emartinez@jacksonspalding.com

214-269-4404

 

###

 

10