EX-99.1 2 mik-20160317ex9911e2726.htm EX-99.1 mik_Ex991_ER

Exhibit 99.1

The Michaels Companies Announces Record Fourth Quarter and Fiscal 2015 Financial Results

 

·

Fourth quarter comparable store sales increased 3.1%, or 4.7% on a constant currency basis

·

Fourth quarter total net sales increased 4.6% to $1.7 billion, or 6.4% on a constant currency basis

·

Fourth quarter operating income increased 10.3% to $324.2 million; diluted EPS increased 16.0% to $0.87

 

IRVING, Texas, March 17, 2016 – The Michaels Companies, Inc. (NASDAQ: MIK) today announced financial results for the quarter and fiscal year ended January 30, 2016.

 

“I am very pleased with our fourth quarter results.  We improved our in-store shopping experience, increased our customer communications, offered a trend-right holiday assortment, and our customers responded,” said Chuck Rubin, Chairman and Chief Executive Officer.  “Our strong fourth quarter results helped drive our full year success.  We delivered against each of the financial goals we established at the beginning of fiscal 2015, despite stronger than expected headwinds from foreign exchange rates.  I want to thank all of our Team Members who stayed focused on our customers and our long-term strategy and delivered these record results.”

 

Fourth Quarter Income Statement Highlights 

 

·

Net sales increased 4.6%, or 6.4% on a constant currency basis, to $1.7 billion from $1.6 billion in the fourth quarter of fiscal 2014.  Comparable store sales increased 3.1%, or 4.7% on a constant currency basis.

 

·

Gross profit increased 3.7% to $687.6 million from $663.1 million in the fourth quarter of fiscal 2014, driven by sales growth.  As a percent of sales, gross profit decreased 30 basis points to 40.9% compared to 41.2% in the fourth quarter of fiscal 2014. The decline was driven by clearance activity as part of ongoing department resets; the negative impact of foreign exchange rates; a shift in sales mix; and investments to improve the in-store environment.  The decrease was partially offset by improved sourcing and pricing efficiencies

 

·

Selling, general and administrative expense, including store pre-opening costs (“SG&A”) decreased to $363.4 million compared to $369.1 million in the fourth quarter of fiscal 2014. As a percent of net sales, SG&A decreased 140 basis points to 21.6% versus 23.0% during the fourth quarter last year.  The decline in SG&A, as a percent of sales, was primarily due to lower performance-based compensation accruals and benefits and other payroll-related expenses, lower Canadian operating expenses due to the exchange rate, and leverage on comparable store sales.  In addition, the Company’s Fuel for Growth efforts continue to deliver cost savings and operational efficiencies.  The decrease was partially offset by an increase in expenses associated with operating 25 additional stores (net of closures) and increased advertising expense. 

 

·

Operating income grew 10.3% to $324.2 million from $294.0 million in the fourth quarter of fiscal 2014.  As a percent of net sales, operating income increased 100 basis points to 19.3%. This includes a negative impact to operating income from the stronger U.S. dollar of $15 million, or 58 basis points, in the fourth quarter of fiscal 2015.

 

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·

Interest expense decreased to $33.4 million from $39.2 million in the fourth quarter of fiscal 2014 due to the early redemption of $360.9 million of the 7.50%/8.25% PIK Toggle Notes (“PIK Notes”), funded with cash from operations during the fourth quarter of fiscal 2014 and second quarter of fiscal 2015.  Additionally, $2.4 million of losses on early extinguishment of debt and refinancing costs was incurred due to the accelerated amortization expense in the fourth quarter of fiscal 2015 associated with a voluntary $150.0 million principal payment on the Restated Term Loan Credit Facility (“Term Loan”) in December 2015.

 

·

The effective tax rate for the quarter was 36.2% compared to 36.4% for the fourth quarter of fiscal 2014. 

 

·

Net income increased 17.3% to $183.7 million in the fourth quarter of fiscal 2015 compared to $156.6 million in the same quarter last year.  Diluted earnings per share increased 16.0% to $0.87 from $0.75 in the fourth quarter of fiscal 2014. 

 

·

The Company opened one new Michaels store and closed one Michaels store and one Aaron Brothers store during the quarter, compared with two new Michaels stores and one Aaron Brothers closure in the fourth quarter of fiscal 2014. At the end of the fourth quarter, the Company operated 1,196 Michaels stores and 117 Aaron Brothers stores.

 

Fiscal 2015 Income Statement Highlights

 

·

For the full year, net sales increased 3.7%, or 5.3% on a constant currency basis, to $4.9 billion.  Comparable store sales for fiscal year 2015 were 1.8% or 3.2% on a constant currency basis.

  

·

Operating income increased 15.0% to $720.6 million from $626.5 million in fiscal 2014. Excluding $37.8 million of IPO related costs and related party/sponsor fees ("adjusted operating income") in fiscal 2014, operating income increased 8.5% to $720.6 million from adjusted operating income of $664.3 million in fiscal 2014. As a percent of net sales, operating income increased 70 basis points to 14.7% compared to adjusted operating income of 14.0% of net sales in fiscal 2014. Fiscal 2015 operating income includes a negative impact from the stronger U.S. dollar of $37 million, or 52 basis points, in fiscal 2015.

 

·

Interest expense decreased $59.0 million to $139.4 million in fiscal 2015 due to debt pay-down in fiscal 2014 and fiscal 2015.

 

·

The effective tax rate was 36.6% compared to 38.1% for fiscal 2014.  The lower rate is primarily due to our decision in fiscal 2015 to reinvest the fiscal 2014 and fiscal 2015 earnings of our Canadian subsidiary into our operations outside of the U.S., which is taxed at a lower rate than the U.S.

 

·

Net income was $362.9 million, or $1.72 per diluted share, for fiscal 2015. Excluding IPO costs, related party/sponsor fees, and second quarter debt refinancing costs, and reflecting the go forward interest expense based on the Company's debt refinancing ("adjusted net income") in 2014, net income increased 19.4% from adjusted net income of $303.9 million, or $1.46 per diluted share, in fiscal 2014.  Fiscal 2015 net income includes a negative impact from the stronger U.S. dollar of approximately $22 million, or approximately $0.11 per diluted share.

 

 

 

 

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Balance Sheet and Cash Flow Statement Highlights

 

·

The Company ended fiscal 2015 with $409.4 million in cash, $2.8 billion in debt, and approximately $586.8 million in availability under its asset-based revolving credit facility. Subsequent to the end of fiscal 2015, the Company acquired Lamrite West, Inc. and certain of its affiliates and subsidiaries for $150.0 million in cash.

 

·

Inventory at the end of the year was $1,002.6 million compared to $958.2 million at the end of fiscal 2014.  Average Michaels inventory on a per store basis, inclusive of inventory in transit, distribution centers and inventory for our e-commerce site grew 2.9% to $813.5 thousand compared to $790.4 thousand at the end of fiscal 2014. 

 

·

Capital expenditures for the full year were $123.9 million as compared to $137.8 million in fiscal 2014.  The decline in capital expenditures was primarily due to lower investments in technology.  In fiscal 2014, the Company increased investments to support improved disaster recovery efforts.

 

·

The Company generated Free Cash Flow, defined as cash flow from operations less capital expenditures, of $380.1 million in fiscal 2015 compared to $304.2 million in fiscal 2014. 

 

Capital Allocation Framework

 

"Michaels has a long history of strong and consistent cash generation, demonstrated in a range of economic environments,” said Chuck Sonsteby, Chief Financial and Chief Administrative Officer. “The guiding principle of our capital allocation strategy is to take a balanced and disciplined approach to our use of cash while maintaining flexibility to invest in areas with the greatest return to stakeholders, including investment in the growth of the business, debt pay-down and share repurchases.”

 

Reflecting the Company’s capital allocation strategy, on December 29, 2015, the Company paid down $150.0 million on the Term Loan from excess cash flow. At the end of fiscal 2015, the ratio of debt-to-Adjusted EBITDA was 3.2 times. 

 

In addition, the Board of Directors has authorized the Company to purchase, from time to time, as market conditions warrant, $200 million of the Company’s common stock.  The share-repurchase program does not have an expiration date, and the timing and number of repurchase transactions under the program will depend on market conditions, corporate considerations, debt agreements, and regulatory requirements.

 

Outlook

 

"As we look to fiscal 2016, our strategic priorities remain unchanged. We will stay focused on our customer and improving her shopping experience by investing in our stores and simplifying store layouts; offering a relevant and compelling merchandise assortment that is also on-trend; utilizing more effective marketing; and making further progress on our Fuel for Growth program,” concluded Mr. Rubin.  “While we believe many of the headwinds we faced in 2015 will continue in 2016, including pressure from foreign exchange rates and a choppy retail environment, our 2016 sales and earnings outlook reflects the consistency and underlying resilience of the Michaels business.”

 

The Company’s guidance for fiscal 2016 excludes approximately $10 million to $12 million in integration costs and purchase accounting entries related to the integration of Lamrite West.  For fiscal 2016, the Company expects:

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·

Comparable store sales to increase 2.2% to 2.7%, or 2.8% to 3.3% on a constant currency basis; 

·

Total net sales growth, including revenues from Lamrite West, of 8.0% to 9.0%, or 8.6% to 9.6% on a constant currency basis;

·

Approximately 1.3% sales growth from 33 net new store openings, including 3 new Pat Catan’s stores;

·

Lamrite West to generate $225 million to $250 million in revenues;

·

Operating income to be in the range of $761 million to $786 million;

·

Annual interest expense to be approximately $129 million;

·

The effective tax rate to be approximately 37.0%;

·

Diluted earnings per common share to be between $1.88 and $1.96, based on diluted weighted average common shares of approximately 210 million; and

·

Capital expenditures of between $125 million and $135 million.

 

For the first quarter of fiscal 2016, the Company expects:

·

Comparable store sales growth of 1.9% to 2.4%, or 2.8% to 3.3% on a constant currency basis;

·

Approximately 11 net new store openings, including 1 new Pat Catan’s store;

·

Operating income of $145 million to $153 million;

·

Interest expense to be approximately $32 million;

·

The effective tax rate to be approximately 37.0%; and

·

Diluted earnings per common share of $0.34 to $0.36, based on diluted weighted average common shares of 209.5 million. 

 

The outlook for fiscal 2016 includes the impact of unfavorable Canadian exchange rates and the Lamrite West transaction, excluding integration costs and purchase accounting entries.

 

In fiscal 2016, the currency impact of the weaker Canadian dollar is expected to negatively impact sales by approximately $13 million, operating income by approximately $6 million, and diluted earnings per common share by $0.02.  In the first quarter of 2016, the currency impact of the weaker Canadian dollar is expected to negatively impact sales by approximately $7 million, operating income by approximately $3 million, and diluted earnings per common share by $0.01.

 

The Company expects that the integration of Lamrite West will create near-term pressure on operating margin in fiscal 2016, reflecting the timing of profit recognition of the product Michaels procures through Lamrite West; the incorporation of the wholesale business, which has a lower gross margin rate than the Michaels business; and additional investments needed to integrate and enhance combined capabilities.  The Company expects that the negative impact of these pressures and the seasonality of the Lamrite West business in the first quarter of fiscal 2016 will be approximately $0.01.  Overall, the Company expects Lamrite West will be neutral to slightly accretive to fiscal 2016 diluted earnings per common share, excluding approximately $10 million to $12 million in integration costs and purchase accounting entries.  

 

Conference Call Information

 

A conference call to discuss fourth quarter fiscal 2015 financial results is scheduled for today, March 17, 2016, at 8:00 am Central Time. Investors and analysts interested in participating in the call are invited to dial (877) 303-9132, conference ID# 67667008, approximately 10 minutes prior to the start of the call. The conference call will also be webcast at http://investors.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.  Additionally, a telephone replay will be available until March 24, 2016, by dialing (855) 859-2056, conference ID# 67667008.

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Non-GAAP Information

 

This press release includes non-GAAP measures including Adjusted EBITDA, operating income excluding IPO and related party expenses (“Adjusted operating income,”) net income excluding IPO, related party fees and refinancing expenses (“Adjusted net income,”) weighted average shares outstanding assuming the IPO shares had been outstanding the entire period (“Adjusted shares outstanding”) and earnings per share excluding IPO, related party, refinancing expenses , free cash flow, and including adjusted shares outstanding (“Adjusted earnings per share.”)  The Company has reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures in a table accompanying this release. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the performance of the Company's business and facilitate a meaningful evaluation of its quarterly and fiscal 2015 diluted earnings per common share and actual results on a comparable basis with its quarterly and fiscal 2014 results.  In evaluating these non-GAAP financial measures, investors should be aware that in the future the Company may incur expenses or be involved in transactions that are the same as or similar to some of the adjustments in this presentation. The Company's presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. The Company has provided this information as a means to evaluate the results of its ongoing operations. Other companies in the Company's industry may calculate these items differently than it does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results as reported under GAAP.

 

Forward-Looking Statements

 

This news release includes forward-looking statements which reflect management's current views and estimates regarding the Company's industry, business strategy, goals and expectations concerning its market position, future operations, margins, profitability, capital expenditures, share repurchases, liquidity and capital resources and other financial and operating information. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", “forecast”, "future", “guidance”, “imply”, "intend", "may", “outlook”, "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to risks relating to the effect of economic uncertainty, risks associated with our substantial outstanding indebtedness of $2.8 billion, changes in customer demand, risks relating to our failure to adequately maintain security and prevent unauthorized access to electronic and other confidential information, increased competition including internet-based competition from other retailers, risks relating to our reliance on foreign suppliers, risks relating to how well we manage our business, risks related to our ability to open new stores and increase comparable store sales growth, damage to the reputation of the Michaels brand or our private and exclusive brands, and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s Form 10-K filed with the Securities and Exchange Commission ("SEC"), which is available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this news release speaks only as of the

5


 

date on which the Company makes it. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

About The Michaels Companies, Inc.:

 

The Michaels Companies, Inc. is North America's largest specialty provider of arts, crafts, framing, floral, wall décor, and seasonal merchandise for the hobbyist and do-it-yourself home decorator.  As of February 27, 2016, the Company owned and operated more than 1,340 stores in 49 states and Canada under the brands Michaels, Aaron Brothers, and Pat Catan’s.  The Michaels Companies, Inc., also owns Artistree, a manufacturer of high quality custom and specialty framing merchandise, and Darice, a premier wholesale distributor in the gift and decor industry.  The Michaels Companies, Inc. produces a number of exclusive private brands including Recollections®, Studio Decor™, Bead Landing®, Creatology®, Ashland®, Celebrate It®, Art Minds®, Artist’s Loft®, Craft Smart® and Loops & Threads®. Learn more about Michaels at www.michaels.com.

 

Investor:

Kiley F. Rawlins, CFA

972.409.7404

Kiley.Rawlins@michaels.com

 

ICR, Inc.

Farah Soi/Anne Rakunas

203.682.8200

Farah.Soi@icrinc.com/Anne.Rakunas@icrinc.com

 

or

 

Media:

ICR, Inc.

Michael Fox/ Kristina Jorge

203.682.8200/ 646.277.1234

Michaels@icrinc.com 

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The Michaels Companies, Inc.

Consolidated Statements of Comprehensive Income 

(in  thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Fiscal Year Ended

 

 

 

January 30,

 

January 31,

 

January 30,

 

January 31,

 

 

 

2016

    

2015

 

2016

 

2015

  

Net sales

    

$

1,682,489

    

$

1,607,751

    

$

4,912,782

    

$

4,738,144

 

Cost of sales and occupancy expense

 

 

994,854

 

 

944,695

 

 

2,944,431

 

 

2,836,965

 

Gross profit

 

 

687,635

 

 

663,056

 

 

1,968,351

 

 

1,901,179

 

Selling, general and administrative 

 

 

362,987

 

 

368,493

 

 

1,242,961

 

 

1,233,901

 

Related party expenses

 

 

 —

 

 

 —

 

 

 —

 

 

35,682

 

Store pre-opening costs

 

 

460

 

 

605

 

 

4,786

 

 

5,067

 

Operating income

 

 

324,188

 

 

293,958

 

 

720,604

 

 

626,529

 

Interest expense

 

 

33,438

 

 

39,226

 

 

139,405

 

 

198,409

 

Losses on early extinguishments of debt and refinancing costs 

 

 

2,413

 

 

6,332

 

 

8,485

 

 

74,312

 

Other expense, net

 

 

423

 

 

2,187

 

 

594

 

 

2,774

 

Income before income taxes

 

 

287,914

 

 

246,213

 

 

572,120

 

 

351,034

 

Provision for income taxes  

 

 

104,248

 

 

89,653

 

 

209,208

 

 

133,639

 

Net income

 

$

183,666

 

$

156,560

 

$

362,912

 

$

217,395

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive  income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment and other  

 

 

(7,432)

 

 

(10,160)

 

 

(10,251)

 

 

(12,003)

 

Comprehensive income

 

$

176,234

 

$

146,400

 

$

352,661

 

$

205,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.88

 

$

0.77

 

$

1.75

 

$

1.07

 

Diluted

 

$

0.87

 

$

0.75

 

$

1.72

 

$

1.05

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

207,492

 

 

203,612

 

 

206,845

 

 

203,229

 

Diluted

 

 

209,409

 

 

208,132

 

 

209,346

 

 

207,101

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

Fiscal Year Ended

 

 

 

January 30,

 

 

January 31,

 

 

January 30,

 

 

January 31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net sales

 

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

Cost of sales and occupancy expense

 

59.1

 

 

58.8

 

 

59.9

 

 

59.9

 

Gross profit

 

40.9

 

 

41.2

 

 

40.1

 

 

40.1

 

Selling, general and administrative

 

21.6

 

 

22.9

 

 

25.3

 

 

26.0

 

Related party expenses

 

 —

 

 

 —

 

 

 —

 

 

0.8

 

Store pre-opening costs

 

 —

 

 

 —

 

 

0.1

 

 

0.1

 

Operating income

 

19.3

 

 

18.3

 

 

14.7

 

 

13.2

 

Interest expense

 

2.0

 

 

2.4

 

 

2.8

 

 

4.2

 

Losses on early extinguishments of debt and refinancing costs

 

0.1

 

 

0.4

 

 

0.2

 

 

1.6

 

Other expense, net

 

 —

 

 

0.1

 

 

 —

 

 

0.1

 

Income before income taxes

 

17.1

 

 

15.3

 

 

11.6

 

 

7.4

 

Provision for income taxes

 

6.2

 

 

5.6

 

 

4.3

 

 

2.8

 

Net income

 

10.9

%

 

9.7

%

 

7.4

%

 

4.6

%

 

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The Michaels Companies, Inc.

Consolidated Balance Sheets

(in  thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 30,

 

January 31,

 

 

    

2016

 

2015

 

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and equivalents

 

$

409,391

 

$

378,295

 

Merchandise inventories

 

 

1,002,607

 

 

958,171

 

Prepaid expenses and other

 

 

86,484

 

 

84,894

 

Income tax receivables

 

 

1,231

 

 

2,418

 

Total current assets

 

 

1,499,713

 

 

1,423,778

 

Property and equipment, net

 

 

378,507

 

 

386,372

 

Goodwill

 

 

94,290

 

 

94,290

 

Deferred income taxes

 

 

40,399

 

 

49,010

 

Other assets

 

 

10,368

 

 

7,658

 

Total assets

 

$

2,023,277

 

$

1,961,108

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

457,704

 

$

447,165

 

Accrued liabilities and other

 

 

377,606

 

 

391,997

 

Current portion of long-term debt

 

 

24,900

 

 

24,900

 

Income taxes payable

 

 

44,640

 

 

25,570

 

Total current liabilities

 

 

904,850

 

 

889,632

 

Long-term debt

 

 

2,744,942

 

 

3,089,781

 

Other liabilities

 

 

97,580

 

 

93,220

 

Total liabilities

 

 

3,747,372

 

 

4,072,633

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

 

 

 

Common Stock, $0.06775 par value, 350,000 shares authorized; 208,996 shares issued and outstanding at January 30, 2016, and 205,803 shares issued and outstanding at January 31, 2015

 

 

13,979

 

 

13,799

 

Additional paid-in-capital

 

 

592,420

 

 

557,831

 

Accumulated deficit

 

 

(2,308,438)

 

 

(2,671,350)

 

Accumulated other comprehensive loss

 

 

(22,056)

 

 

(11,805)

 

Total stockholders’ deficit

 

 

(1,724,095)

 

 

(2,111,525)

 

Total liabilities and stockholders’ deficit

 

$

2,023,277

 

$

1,961,108

 

 

8


 

The Michaels Companies, Inc.

Consolidated Statements of Cash Flows

(in  thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 30,

 

January 31,

 

 

    

2016

    

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

362,912

 

$

217,395

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

114,756

 

 

110,858

 

Share-based compensation

 

 

15,064

 

 

19,387

 

Debt issuance costs amortization

 

 

8,467

 

 

10,333

 

Accretion of long-term debt, net

 

 

(150)

 

 

(516)

 

Deferred income taxes

 

 

8,611

 

 

15,282

 

Losses on early extinguishments of debt and refinancing costs  

 

 

8,485

 

 

74,312

 

(Gains) losses on disposition of property and equipment

 

 

(25)

 

 

3,995

 

Excess tax benefits from share-based compensation

 

 

(14,507)

 

 

(5,081)

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Merchandise inventories

 

 

(44,213)

 

 

(60,343)

 

Prepaid expenses and other

 

 

(1,150)

 

 

10,613

 

Other assets

 

 

(34)

 

 

(324)

 

Accounts payable

 

 

24,217

 

 

76,710

 

Accrued interest

 

 

1,852

 

 

(45,647)

 

Accrued liabilities and other

 

 

(23,530)

 

 

14,294

 

Income taxes

 

 

44,941

 

 

1,006

 

Other liabilities

 

 

(1,649)

 

 

(277)

 

Net cash provided by operating activities

 

 

504,047

 

 

441,997

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(123,920)

 

 

(137,780)

 

Purchase of long-term investment

 

 

(5,000)

 

 

 —

 

Net cash used in investing activities

 

 

(128,920)

 

 

(137,780)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Payment of PIK notes

 

 

(184,467)

 

 

(627,142)

 

Borrowings on restated revolving credit facility

 

 

45,047

 

 

23,000

 

Payments on restated revolving credit facility

 

 

(45,047)

 

 

(23,000)

 

Borrowings on restated term loan credit facility

 

 

 —

 

 

845,750

 

Payments on restated term loan credit facility

 

 

(174,900)

 

 

(20,650)

 

Payment of 2018 senior notes

 

 

 —

 

 

(1,057,239)

 

Issuance of 2020 senior subordinated notes

 

 

 —

 

 

255,000

 

Issuance of common stock

 

 

 —

 

 

445,660

 

Payment of debt issuance costs

 

 

 —

 

 

(12,363)

 

Payment of dividends

 

 

(492)

 

 

(530)

 

Change in cash overdraft

 

 

643

 

 

(2,075)

 

Proceeds from stock options exercised

 

 

22,655

 

 

27,211

 

Common stock repurchased

 

 

(21,977)

 

 

(21,557)

 

Excess tax benefits from share-based compensation

 

 

14,507

 

 

5,081

 

Other financing activities

 

 

 —

 

 

(1,932)

 

Net cash used in financing activities

 

 

(344,031)

 

 

(164,786)

 

 

 

 

 

 

 

 

 

Net change in cash and equivalents

 

 

31,096

 

 

139,431

 

Cash and equivalents at beginning of period

 

 

378,295

 

 

238,864

 

Cash and equivalents at end of period

 

$

409,391

 

$

378,295

 

 

 

 

 

 

 

 

 

 

9


 

The Michaels Companies, Inc.

Earnings per Share

 (in  thousands, except per share)

(Unaudited)

 

The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Fiscal Year Ended

 

 

January 30,

 

January 31,

 

January 30,

 

January 31,

 

 

2016

    

2015

 

2016

 

2015

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

183,666

 

$

156,560

 

$

362,912

 

$

217,395

Less income related to unvested restricted shares

 

 

(1,341)

 

 

(626)

 

 

(1,900)

 

 

(835)

Income available to common shareholders - Basic

 

$

182,325

 

$

155,934

 

$

361,012

 

$

216,560

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

207,492

 

 

203,612

 

 

206,845

 

 

203,229

Basic earnings per common share

 

$

0.88

 

$

0.77

 

$

1.75

 

$

1.07

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

183,666

 

$

156,560

 

$

362,912

 

$

217,395

Less income related to unvested restricted shares

 

 

(1,329)

 

 

(612)

 

 

(1,877)

 

 

(819)

Income available to common shareholders - Diluted

 

$

182,337

 

$

155,948

 

$

361,035

 

$

216,576

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

207,492

 

 

203,612

 

 

206,845

 

 

203,229

Effect of dilutive stock options

 

 

1,917

 

 

4,520

 

 

2,501

 

 

3,872

Weighted-average common shares outstanding - Diluted

 

 

209,409

 

 

208,132

 

 

209,346

 

 

207,101

Diluted earnings per common share

 

$

0.87

 

$

0.75

 

$

1.72

 

$

1.05

 

10


 

The Michaels Companies, Inc.

Summary of Operating Data

(Unaudited)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

Fiscal Year Ended

 

 

 

 

January 30,

 

 

January 31,

 

 

January 30,

 

 

January 31,

 

 

 

 

2016

 

 

2015

    

 

2016

    

 

2015

 

Michaels stores:

 

 

 

 

 

 

 

 

 

 

 

 

 

Open at beginning of period

 

 

1,196

 

 

1,166

 

 

1,168

 

 

1,136

 

New stores

 

 

1

 

 

2

 

 

30

 

 

32

 

Relocated stores opened

 

 

 —

 

 

 —

 

 

17

 

 

13

 

Closed stores

 

 

(1)

 

 

 —

 

 

(2)

 

 

 —

 

Relocated stores closed

 

 

 —

 

 

 —

 

 

(17)

 

 

(13)

 

Open at end of period

 

 

1,196

 

 

1,168

 

 

1,196

 

 

1,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aaron Brothers stores:

 

 

 

 

 

 

 

 

 

 

 

 

 

Open at beginning of period

 

 

118

 

 

121

 

 

120

 

 

121

 

New stores

 

 

 —

 

 

 —

 

 

 —

 

 

5

 

Closed stores

 

 

(1)

 

 

(1)

 

 

(3)

 

 

(6)

 

Open at end of period

 

 

117

 

 

120

 

 

117

 

 

120

 

Total store count at end of period

 

 

1,313

 

 

1,288

 

 

1,313

 

 

1,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Average inventory per Michaels store (in thousands)

$

 

813

 

$

790

 

$

813

 

$

790

 

Comparable store sales

 

 

3.1

 

1.4

 

1.8

 

1.7

Comparable store sales, at constant currency

 

 

4.7

 

2.2

 

3.2

 

2.4

 

 

11


 

The Michaels Companies, Inc.

Reconciliation of Adjusted EBITDA

(in  thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Fiscal Year Ended

 

 

 

January 30,

 

January 31,

 

January 30,

 

January 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

Net cash provided by operating activities

 

$

496,554

 

$

405,495

 

$

504,047

 

$

441,997

 

Depreciation and amortization

 

 

(29,374)

 

 

(28,592)

 

 

(114,756)

 

 

(110,858)

 

Share-based compensation

 

 

(5,581)

 

 

(4,788)

 

 

(15,064)

 

 

(19,387)

 

Debt issuance costs amortization

 

 

(2,012)

 

 

(2,349)

 

 

(8,467)

 

 

(10,333)

 

Accretion of long-term debt, net

 

 

52

 

 

33

 

 

150

 

 

516

 

Deferred income taxes

 

 

(1,058)

 

 

(10,293)

 

 

(8,611)

 

 

(15,282)

 

Losses on early extinguishments of debt and refinancing costs

 

 

(2,413)

 

 

(6,332)

 

 

(8,485)

 

 

(74,312)

 

Gains (losses) on disposition of property and equipment

 

 

25

 

 

(3,995)

 

 

25

 

 

(3,995)

 

Excess tax benefits from share-based compensation

 

 

468

 

 

4,535

 

 

14,507

 

 

5,081

 

Other

 

 

 —

 

 

1,223

 

 

 —

 

 

 —

 

Changes in assets and liabilities

 

 

(272,995)

 

 

(198,377)

 

 

(434)

 

 

3,968

 

Net income

 

 

183,666

 

 

156,560

 

 

362,912

 

 

217,395

 

Interest expense

 

 

33,438

 

 

39,226

 

 

139,405

 

 

198,409

 

Provision for income taxes

 

 

104,248

 

 

89,653

 

 

209,208

 

 

133,639

 

Depreciation and amortization

 

 

29,374

 

 

28,592

 

 

114,756

 

 

110,858

 

Losses on early extinguishments of debt and refinancing costs

 

 

2,413

 

 

6,332

 

 

8,485

 

 

74,312

 

Interest income

 

 

(389)

 

 

(136)

 

 

(615)

 

 

(363)

 

EBITDA (excluding losses on early extinguishments of debt and refinancing costs)

 

 

352,750

 

 

320,227

 

 

834,151

 

 

734,250

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

5,581

 

 

4,788

 

 

15,064

 

 

19,387

 

Management fees to Sponsors and others

 

 

 —

 

 

 —

 

 

 —

 

 

35,682

 

Transition costs

 

 

 —

 

 

230

 

 

 —

 

 

230

 

Severance costs

 

 

1,240

 

 

2,379

 

 

2,733

 

 

4,123

 

Store pre-opening costs

 

 

489

 

 

618

 

 

4,858

 

 

5,172

 

Store remodel costs

 

 

2,412

 

 

381

 

 

4,554

 

 

3,886

 

Foreign currency transaction losses

 

 

465

 

 

1,727

 

 

579

 

 

2,757

 

Store closing costs

 

 

(192)

 

 

196

 

 

(104)

 

 

1,931

 

IPO costs

 

 

 —

 

 

 —

 

 

 —

 

 

2,134

 

Other

 

 

1,424

 

 

824

 

 

4,336

 

 

3,267

 

Adjusted EBITDA

 

$

364,169

 

$

331,370

 

$

866,171

 

$

812,819

 

 

12


 

The Michaels Companies, Inc.

Reconciliation of GAAP basis to Adjusted operating income, Adjusted net income and 

Adjusted earnings per share

(in  thousands, except per share)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

52 Weeks Ended

 

 

 

January 30,

 

January 31,

 

January 30,

 

January 31,

 

 

 

 

2016

    

 

2015

 

2016

 

2015

  

Operating income

    

$

324,188

 

$

293,958

    

$

720,604

    

$

626,529

 

Add IPO related expenses (a)

 

 

 —

 

 

 —

 

 

 —

 

 

32,348

 

Add Related Party (b)

 

 

 —

 

 

 —

 

 

 —

 

 

5,468

 

Adjusted operating income   

 

$

324,188

 

$

293,958

 

$

720,604

 

$

664,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

183,666

 

$

156,560

 

$

362,912

 

$

217,395

 

Add IPO related expenses (a)

 

 

 —

 

 

 —

 

 

 —

 

 

32,348

 

Add Related Party (b)

 

 

 —

 

 

 —

 

 

 —

 

 

5,468

 

Add interest savings, due to debt refinancing (c)

 

 

 —

 

 

 —

 

 

 —

 

 

26,083

 

Add refinancing costs (d)

 

 

 —

 

 

 —

 

 

 —

 

 

67,980

 

Less tax adjustment for above add-backs (e)

 

 

 —

 

 

 —

 

 

 —

 

 

(45,360)

 

Adjusted net income   

 

$

183,666

 

$

156,560

 

$

362,912

 

$

303,914

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, diluted

 

 

209,409

 

 

208,132

 

 

209,346

 

 

195,578

 

Add common stock issued in IPO (f)

 

 

 —

 

 

 —

 

 

 —

 

 

11,523

 

Adjusted weighted average common shares outstanding, diluted

 

 

209,409

 

 

208,132

 

 

209,346

 

 

207,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per common share, diluted:

 

$

0.87

 

$

0.75

 

$

1.72

 

$

1.46

 


(a)

Excludes expenses related to the initial public offering on July 2, 2014

(b)

Removes the related party/sponsor fees related to the management contract that was terminated in connection with the IPO offering

(c)

Adjusts interest expense for refinancing of debt during the second quarter of fiscal 2014, including: (i) the redemption of all outstanding Senior Notes due 2018, (ii) incremental $850M term loan, and (iii) incremental $250M Senior Subordinated Notes.  Also adjusts the interest expense related to the redemption of the $439M of the PIK Toggle Notes during the second quarter of fiscal  2014 for all periods reported

(d)

Eliminates the loss on early extinguishments of debt and refinancing costs

(e)

Removes the impact of the IPO, related party/sponsor fees and debt refinancing on taxes

(f)

Reflects the number of common shares issued with the initial public offering on July 2, 2014 as if they had been available the entire period.

13