0001104659-17-024759.txt : 20170420 0001104659-17-024759.hdr.sgml : 20170420 20170420093028 ACCESSION NUMBER: 0001104659-17-024759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170420 DATE AS OF CHANGE: 20170420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 99 CENTS ONLY STORES LLC CENTRAL INDEX KEY: 0001011290 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 952411605 STATE OF INCORPORATION: CA FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11735 FILM NUMBER: 17771626 BUSINESS ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 BUSINESS PHONE: 3239808145 MAIL ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 FORMER COMPANY: FORMER CONFORMED NAME: 99 CENTS ONLY STORES DATE OF NAME CHANGE: 19960327 8-K 1 a17-11609_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 20, 2017

 

99 CENTS ONLY STORES LLC

(Exact name of registrant as specified in its charter)

 

California

 

1-11735

 

95-2411605

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

4000 East Union Pacific Avenue

 

 

City of Commerce, California

 

90023

(Address of principal executive offices)

 

(Zip Code)

 

(323) 980-8145

(Registrant’s telephone number, including area code)

 

None

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

 

 

 



 

Item 2.02                        Results of Operations and Financial Condition.

 

On April 20, 2017, 99 Cents Only Stores LLC (the “Company”) issued a press release (the “Release”) announcing its financial results for the fourth quarter of fiscal 2017 ended January 27, 2017.   A copy of the Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information disclosed in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.

 

The Release contains certain non-GAAP financial measures within the meaning of the Securities and Exchange Commission’s Regulation G, namely EBITDA and Adjusted EBITDA.  Management has included this information in the Release because it believes it represents a more effective means by which to measure the Company’s operating performance.  The Release contains a reconciliation of the non-GAAP measure to the financial measure calculated and presented in accordance with GAAP which is most directly comparable to the applicable non-GAAP financial measure.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d)

 

Exhibits

 

 

 

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

99.1

 

Press Release, dated April 20, 2017

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

99 CENTS ONLY STORES LLC

 

 

 

Dated:  April 20, 2017

By:

/s/ Felicia Thornton

 

 

Felicia Thornton

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated April 20, 2017

 

4


EX-99.1 2 a17-11609_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

99 CENTS ONLY STORES REPORTS STRONG FOURTH QUARTER

AND FULL YEAR FISCAL 2017 RESULTS

 

Fourth Quarter Fiscal 2017 Overview:

 

·                  Net sales increased 6.7% to $552.5 million compared to the prior year

·                  Same-store sales increased by 6.4% compared to the prior year

·                  Gross margin, as a percentage of net sales, increased to 30.1%, up from 26.7% in the prior year

·                  Net loss was $20.9 million compared to net loss of $18.4 million in the prior year

·                  Adjusted EBITDA(1) was $23.4 million compared to $2.4 million in the prior year

 

Full-Year Fiscal 2017 Overview:

 

·                  Net sales increased 2.9% to $2,062.0 million compared to the prior year

·                  Same-store sales increased by 2.1% compared to the prior year

·                  Gross margin, as a percentage of net sales, increased to 29.2%, up from 28.1% in the prior year

·                  Net loss was $118.2 million compared to $248.0 million in the prior year

·                  Adjusted EBITDA increased 28% to $50.6 million compared to the prior year

 

CITY OF COMMERCE, California — April 20, 2017 — 99 Cents Only Stores LLC (the “Company”) announced its financial results for the fourth quarter and full fiscal year of 2017 ended January 27, 2017 (“fiscal 2017”).

 

Geoffrey Covert, President and Chief Executive Officer, stated, “We concluded fiscal 2017 with a strong fourth quarter driven by growth in same store sales, expanding margins and lower inventory levels. As a result, we continued to solidify 99 Cents Only Stores’ liquidity position while generating significant year-over-year growth in adjusted EBITDA.”

 

Mr. Covert continued, “Net sales for the fourth quarter were $552.5 million, up 6.7% over the prior year period. On a same-store basis, sales were up an impressive 6.4%, resulting from a 4.4% increase in basket, coupled with a 1.9% increase in transaction count. In addition, fourth quarter gross margin of 30.1% improved 340 basis points year-over-year, primarily due to our concerted efforts to improve shrink and scrap and execution in our logistics network. I am also pleased with our continued success in inventory management as total inventory declined on both a year-over-year and sequential quarter basis.  Importantly, adjusted EBITDA was $23.4 million for the fourth quarter compared to $2.4 million in the fourth quarter of last year.  For the full year, adjusted EBITDA of $50.6 million was up 28% compared to the prior year. We are encouraged by this result, which represents the reversal of a two-year decline in adjusted EBITDA.”

 


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

 



 

Mr. Covert concluded, “Overall, fiscal 2017 was a very productive and transformative year for 99 Cents Only Stores and we head into fiscal 2018 as a financially stronger and more customer-focused enterprise. I am confident we can continue to build on the foundational strengths of our business to achieve our longer-term goal of sustained profitable growth.”

 

Fourth Quarter Financial Results

 

For the fourth quarter of fiscal 2017, the Company’s net sales increased 6.7% to $552.5 million, compared to $517.8 million in the fourth quarter of fiscal 2016. Same-store sales increased 6.4% compared to the fourth quarter of fiscal 2016, with higher average ticket of 4.4% in addition to higher customer traffic of 1.9%. The increase in same-store sales was primarily due to higher sales from seasonal merchandise, driven by improvements in product assortment and replenishment processes, as well as general merchandise, including strong sell-through of above $1 merchandise. In addition, sales of fresh offerings improved due to better product availability, improved in-stock levels and the expansion of the Company’s third party distributor partnership. These improvements were partially offset by the ongoing deflationary environment in milk and eggs.

 

Gross margin, as a percentage of net sales, was 30.1% in the fourth quarter of fiscal 2017, an increase of 340 basis points from the fourth quarter of fiscal 2016. Gross margin increased primarily due to lower inventory shrinkage as well as lower distribution and transportation costs. Selling, general and administrative expenses were $172.6 million, or 31.2%, as a percentage of net sales, representing a decrease of 10 basis points from the fourth quarter of fiscal 2016. The improvement was primarily driven by a decrease in workers’ compensation accrual partially offset by higher performance-based compensation expense and increases in the California minimum wage.

 

Net loss was $20.9 million in the fourth quarter of fiscal 2017 compared to net loss of $18.4 million in the fourth quarter of fiscal 2016. Net loss as a percentage of net sales was (3.8)% for the fourth quarter of fiscal 2017, compared to net loss as a percentage of net sales of (3.6)% for the fourth quarter of fiscal 2016.  Adjusted EBITDA was $23.4 million in the fourth quarter of fiscal 2017, compared to $2.4 million in the fourth quarter of fiscal 2016. Adjusted EBITDA margin was 4.2% compared to 0.5% in the fourth quarter of fiscal 2016.

 

Full Year Financial Results

 

For the full-year fiscal 2017, the Company’s net sales increased 2.9% to $2,062.0 million, compared to $2,004.0 million in fiscal 2016. Same-store sales increased 2.1% driven by higher average ticket and traffic. Net loss was $118.2 million in fiscal 2017, compared to net loss of $248.0 million in fiscal 2016. Net loss as a percentage of net sales was (5.7)% in fiscal 2017, compared to net loss as a percentage of net sales of (12.4)% in fiscal 2016. Adjusted EBITDA was $50.6 million for the full-year fiscal 2017, compared to $39.5 million for fiscal 2016. Adjusted EBITDA margin was 2.5% for fiscal 2017, compared to 2.0% for fiscal 2016.

 

Average sales per store open at least 12 months, on a trailing 52-week period, were $5.2 million in fiscal 2017 compared to $5.1 million in fiscal 2016.  Average net sales per estimated saleable square foot (computed for stores open at least 12 months), on a trailing 52-week period, were $319 per square foot for fiscal 2017 compared to $314 per square foot for fiscal 2016.

 



 

Store Openings

 

The Company opened one store in the fourth quarter of fiscal 2017 and, as previously announced, closed five stores in California upon the expiration of their leases.  As of the end of the fourth quarter of fiscal 2017, the Company operated 390 stores.

 

Fiscal 2018 Outlook

 

For the fiscal year ended February 2, 2018 (“fiscal 2018”), the Company currently expects:

 

·                  Positive same-store sales growth

·                  Year-over-year decrease in net loss, and an increase in adjusted EBITDA over the same period

·                  3 new store openings, all in the second half of the year

·                  Capital expenditures of approximately $53-$58 million

 

Change of Prior Period Results

 

During the fourth quarter of fiscal 2017, the Company determined that deferred tax liabilities as of January 29, 2016 were overstated by $6.9 million and the deferred tax valuation allowance was understated by $6.9 million. The total net deferred tax balances as of January 29, 2016 and tax provision for fiscal 2017 were not affected by this error. The Company analyzed the impact of the $6.9 million deferred tax liability overstatement on the goodwill impairment charge recorded in fiscal 2016 and determined that the charge was understated by $6.7 million. The Company has included a correction in this release that decreased goodwill by $6.7 million as of January 29, 2016 and increased the goodwill impairment charge by the same amount for the fourth quarter and full-year fiscal 2016.

 

CONFERENCE CALL DETAILS

 

The Company’s conference call to discuss its fiscal 2017 fourth quarter and full year results and the other matters described in this release is scheduled for Thursday, April 20, 2017 at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time).

 

The live call can be accessed by dialing 1-877-407-3982 (domestic) or 1-201-493-6780 (international). Please phone in approximately 10 minutes before the call is scheduled to begin and hold for an operator to assist you.  Please inform the operator that you are calling in for 99 Cents Only Stores’ Fiscal 2017 Fourth Quarter and Full Year Earnings Conference Call, and be prepared to provide the operator with your name, company name, position and the conference ID: 13658711. The call will also be broadcast live over the Internet, accessible through the Investor Relations section of the Company’s website at www.99only.com/investor-relations.

 

A telephonic replay of the call will be available beginning Thursday, April 20, 2017, at 2:00 p.m. Eastern Time, through Thursday, May 4, 2017, at 11:59 p.m. Eastern Time. To access the replay, dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and enter the replay pin number: 13658711. A replay of the webcast will also be available for 60 days upon completion of the conference call, accessible through the Investor Relations section of the Company’s website at www.99only.com/investor-relations.

 

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

 



 

Non-GAAP Financial Measures

 

The Company defines EBITDA as net income before interest expense (income) and other financial costs, income taxes, depreciation and amortization.  Adjusted EBITDA is defined as EBITDA for the relevant period as adjusted by various items set forth in the reconciliation tables below, including stock-based compensation, impairment of goodwill and other assets, expenses, charges and reserves related to strategic initiatives and executive recruitment and severance, amortization of gain on sale-leaseback transactions, and other non-cash or one-time or other items as permitted by the terms of the Company’s debt instruments.  Adjusted EBITDA margin is Adjusted EBITDA divided by total sales.  Adjusted EBITDA and Adjusted EBITDA margin as presented herein, are supplemental measures of the Company’s performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”).  The Company’s management uses EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to assess its core operating performance and that of its competitors.  In addition, Adjusted EBITDA is used to determine the Company’s compliance and ability to take certain actions under the covenants contained in the Company’s debt instruments.  EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of the Company’s financial performance under GAAP and should not be considered in isolation or as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP, as measures of operating performance or operating cash flows or as measures of liquidity.

 

Merger and Conversion to LLC

 

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

 

About 99 Cents Only Stores

 

Founded in 1982, 99 Cents Only Stores LLC is the leading operator of extreme value stores in California and the Southwestern United States. The Company currently operates 390 stores located in California, Texas, Arizona and Nevada. 99 Cents Only Stores LLC offers a broad assortment of name brand and other attractively priced merchandise and compelling seasonal product offerings. For more information, visit www.99only.com.

 

Investor Contact:

Addo Investor Relations

Lasse Glassen

(424) 238-6249

lglassen@addoir.com

 

### Tables to Follow ###

 



 

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

 

 

 

For the Fourth Quarter Ended

 

 

 

January 27,
2017

 

January 29,
2016

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Net loss

 

$

(20,889

)

$

(18,387

)

Interest expense, net

 

18,532

 

16,350

 

(Benefit) provision for income taxes

 

(4,136

)

(627

)

Depreciation and amortization

 

18,093

 

17,681

 

EBITDA

 

$

11,600

 

$

15,017

 

Stock-based compensation (a)

 

149

 

83

 

Purchase accounting effect on leases (b)

 

1,051

 

558

 

Goodwill impairment (c)

 

 

(21,300

)

Impairment of long-lived assets (d)

 

270

 

1,661

 

Cost of sales adjustments (e)

 

 

1,865

 

Inventory adjustments (f)

 

 

30

 

Employee related expenses (g)

 

3,886

 

1,753

 

Real-estate projects termination charges (h)

 

998

 

 

Professional and consultant fees (i)

 

1,790

 

1,206

 

Loss on sales of assets (j)

 

1,005

 

3

 

Promotional adjustments (k)

 

 

710

 

Other (l)

 

2,660

 

822

 

Adjusted EBITDA

 

$

23,409

 

$

2,408

 

 


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

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

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

(d)         Represents impairment charges primarily related to liquor licenses in fiscal 2017 and impairment of underperforming stores, trademarks, favorable lease and equipment in fiscal 2016.

(e)          Represents adjustments related primarily to lower of cost or market adjustments and close-out inventory write-offs.

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

(g)          Represents expenses related primarily to severance, signing and retention bonuses.

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

(i)             Represents professional and consultant fees primarily related to profitability improvement and other strategic initiatives.

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

(k)         Represents promotions aimed at profitability improvement.

(l)           Represents non-cash or other charges and income: for fiscal 2017, legal reserve adjustments, non-recurring professional fees, prior year property tax and sales tax assessment and other;  for fiscal 2016, legal reserve adjustments and other.

 



 

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

 

 

 

For the Year Ended

 

 

 

January 27,
2017

 

January 29,
2016

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Net loss

 

$

(118,159

)

$

(247,953

)

Interest expense, net

 

68,717

 

65,649

 

(Benefit) provision for income taxes

 

(3,990

)

31,942

 

Depreciation and amortization

 

70,780

 

68,191

 

EBITDA

 

$

17,348

 

$

(82,171

)

Stock-based compensation (a)

 

692

 

1,538

 

Purchase accounting effect on leases (b)

 

3,198

 

2,449

 

Goodwill impairment (c)

 

 

98,700

 

Impairment of long-lived assets (d)

 

761

 

2,171

 

Cost of sales adjustments (e)

 

824

 

2,770

 

Inventory adjustments (f)

 

1,827

 

627

 

Employee related expenses (g)

 

10,824

 

7,740

 

Real estate projects termination charges (h)

 

1,009

 

2,949

 

Professional and consultant fees (i)

 

4,525

 

1,713

 

Loss (gain) on sales of assets (j)

 

893

 

(5,596

)

Promotional adjustments (k)

 

 

4,370

 

Loss on extinguishment (l)

 

335

 

 

Other (m)

 

8,321

 

2,233

 

Adjusted EBITDA

 

$

50,557

 

$

39,493

 

 


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

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

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

(d)         Represents impairment charges primarily related to an asset held for sale, liquor licenses and stores to be closed in fiscal 2017 and impairment of underperforming stores, trademarks, favorable lease and equipment in fiscal 2016.

(e)          Represents adjustments related primarily to lower of cost or market adjustments for all periods and close-out inventory write-offs and return fee in fiscal 2016.

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

(g)          Represents expenses related primarily to severance, signing and retention bonuses.

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

(i)             Represents professional and consultant fees primarily aimed at profitability improvement and strategic initiatives.

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

(k)         Represents promotions aimed at profitability improvement.

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

(m)     Represents non-cash or other charges and income: for fiscal 2017, prior year property tax and sales tax assessment, non-recurring professional fees, legal reserve adjustments, insurance reimbursements and other;  for fiscal 2016, legal reserve adjustments and other.

 



 

99 CENTS ONLY STORES LLC

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

January 27,
2017

 

January 29,
2016

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

2,448

 

$

2,312

 

Accounts receivable, net of allowance for doubtful accounts of $122 and $140 at January 27, 2017 and January 29, 2016, respectively

 

3,510

 

1,674

 

Income taxes receivable

 

3,876

 

3,665

 

Inventories, net

 

175,892

 

196,651

 

Assets held for sale

 

4,903

 

2,308

 

Other

 

10,307

 

18,570

 

Total current assets

 

200,936

 

225,180

 

Property and equipment, net

 

507,620

 

542,570

 

Deferred financing costs, net

 

3,488

 

916

 

Intangible assets, net

 

447,027

 

453,242

 

Goodwill

 

381,045

 

381,045

 

Deposits and other assets

 

8,592

 

7,352

 

Total assets

 

$

1,548,708

 

$

1,610,305

 

 

 

 

 

 

 

LIABILITIES AND MEMBER’S EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

86,588

 

$

79,197

 

Payroll and payroll-related

 

24,110

 

18,421

 

Sales tax

 

19,389

 

13,314

 

Other accrued expenses

 

46,082

 

39,520

 

Workers’ compensation

 

69,169

 

76,389

 

Current portion of long-term debt

 

6,138

 

6,138

 

Current portion of capital and financing lease obligations

 

31,330

 

989

 

Total current liabilities

 

282,806

 

233,968

 

Long-term debt, net of current portion

 

865,375

 

875,843

 

Unfavorable lease commitments, net

 

3,988

 

5,746

 

Deferred rent

 

30,360

 

29,333

 

Deferred compensation liability

 

816

 

709

 

Capital and financing lease obligation, net of current portion

 

47,195

 

34,817

 

Long-term deferred income taxes

 

161,450

 

163,045

 

Other liabilities

 

12,297

 

5,118

 

Total liabilities

 

1,404,287

 

1,348,579

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Member’s Equity:

 

 

 

 

 

Member units — 100 units issued and outstanding at January 27, 2017 and January 29, 2016

 

550,918

 

550,226

 

Investment in Number Holdings, Inc. preferred stock

 

(19,200

)

(19,200

)

Accumulated deficit

 

(387,297

)

(269,138

)

Other comprehensive loss

 

 

(162

)

Total equity

 

144,421

 

261,726

 

Total liabilities and equity

 

$

1,548,708

 

$

1,610,305

 

 


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

 



 

99 CENTS ONLY STORES LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

 

 

 

For the Fourth Quarter Ended

 

For the Years Ended

 

 

 

January 27,
2017

 

January 29,
2016

 

January 27,
2017

 

January 29,
2016

 

 

 

 

 

 

 

 

 

 

 

Net Sales:

 

 

 

 

 

 

 

 

 

99¢ Only Stores

 

$

543,908

 

$

508,368

 

$

2,023,034

 

$

1,961,050

 

Bargain Wholesale

 

8,568

 

9,471

 

38,973

 

42,945

 

Total sales

 

552,476

 

517,839

 

2,062,007

 

2,003,995

 

Cost of sales

 

386,393

 

379,642

 

1,460,595

 

1,441,631

 

Gross profit

 

166,083

 

138,197

 

601,412

 

562,364

 

Selling, general and administrative expenses

 

172,576

 

162,161

 

654,509

 

614,026

 

Goodwill impairment

 

 

(21,300

)

 

98,700

 

Operating loss

 

(6,493

)

(2,664

)

(53,097

)

(150,362

)

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(2

)

(1

)

(47

)

(4

)

Interest expense

 

18,534

 

16,351

 

68,764

 

65,653

 

Loss on extinguishment of debt

 

 

 

335

 

 

Total other expense, net

 

18,532

 

16,350

 

69,052

 

65,649

 

Loss before provision for income taxes

 

(25,025

)

(19,014

)

(122,149

)

(216,011

)

(Benefit) provision for income taxes

 

(4,136

)

(627

)

(3,990

)

31,942

 

Net loss

 

$

(20,889

)

$

(18,387

)

$

(118,159

)

$

(247,953

)

 



 

99 CENTS ONLY STORES LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

For the Years Ended

 

 

 

January 27,
2017

 

January 29,
2016

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(118,159

)

$

(247,953

)

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

 

 

 

 

 

Depreciation

 

69,030

 

66,402

 

Amortization of deferred financing costs and accretion of OID

 

5,988

 

4,820

 

Amortization of intangible assets

 

1,750

 

1,789

 

Amortization of favorable/unfavorable leases, net

 

2,737

 

1,704

 

Loss on extinguishment of debt

 

335

 

 

Loss (gain) on disposal of fixed assets

 

532

 

(5,416

)

Loss on interest rate hedge

 

514

 

1,402

 

Goodwill impairment

 

 

98,700

 

Long-lived and intangible assets impairment

 

761

 

2,171

 

Deferred income taxes

 

(1,595

)

33,394

 

Stock-based compensation

 

692

 

1,538

 

Changes in assets and liabilities associated with operating activities:

 

 

 

 

 

Accounts receivable

 

(1,836

)

280

 

Inventories

 

20,759

 

99,389

 

Deposits and other assets

 

6,506

 

1,228

 

Accounts payable

 

9,377

 

(44,407

)

Accrued expenses

 

18,082

 

(2,081

)

Accrued workers’ compensation

 

(7,220

)

5,898

 

Income taxes

 

(319

)

7,246

 

Deferred rent

 

1,982

 

4,096

 

Other long-term liabilities

 

6,656

 

1,457

 

Net cash provided by operating activities

 

16,572

 

31,657

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(45,791

)

(65,950

)

Proceeds from sale of property and fixed assets

 

6,234

 

31,436

 

Insurance recoveries for replacement assets

 

937

 

 

Net cash used in investing activities

 

(38,620

)

(34,514

)

Cash flows from financing activities:

 

 

 

 

 

Payments of long-term debt

 

(6,138

)

(6,138

)

Proceeds under revolving credit facility

 

264,800

 

471,350

 

Payments under revolving credit facility

 

(273,300

)

(480,550

)

Payments of debt issuance costs

 

(4,725

)

(487

)

Proceeds from financing lease obligations

 

42,592

 

9,359

 

Payments of capital and financing lease obligations

 

(1,045

)

(381

)

Payments to repurchase stock options of Number Holdings, Inc.

 

 

(390

)

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

 

 

(57

)

Net cash provided by (used in) financing activities

 

22,184

 

(7,294

)

Net increase (decrease) in cash

 

136

 

(10,151

)

Cash - beginning of period

 

2,312

 

12,463

 

Cash - end of period

 

$

2,448

 

$

2,312

 

 



 

Safe Harbor Statement

 

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

 


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