EX-99.1 2 a07-29156_1ex99d1.htm EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

 

 

 

 

Contact:

Francis M. Rowan

 

 

 

Linens ‘n Things

 

 

 

(973) 815-2929

 

 

 

frowan@lnt.com

 

 

 

 

Linens ‘n Things Reports Third Quarter 2007 Financial Performance

 

Clifton, NJ — November 13, 2007 — Linens Holding Co. (“LNT” or the “Company”), a leading home furnishings specialty retailer known as “Linens ‘n Things,” today reported its financial results for the third quarter ended September 29, 2007.

 

The Company reported total net sales of $666.8 million for the quarter, a 1.3% increase over the same quarter in 2006. This increase in net sales resulted from the opening of new stores, partially offset by a comparable store sales decline of 1.4% for the quarter.

 

The Company defines EBITDA as earnings before interest, income taxes, depreciation and amortization. As part of its reporting, it also presents Adjusted EBITDA, which excludes the impact of transaction expenses from the February 2006 acquisition of Linens ‘n Things, Inc., and other non-recurring or non-cash expenses, and normalizes occupancy costs for certain purchase accounting and rent-related adjustments. For the quarter, the Company generated negative Adjusted EBITDA of $3.0 million compared to Adjusted EBITDA of $21.5 million in the third quarter of 2006. The decrease in year-over-year third quarter Adjusted EBITDA was primarily the result of a decrease in gross margin reflecting the highly promotional environment during the quarter and an increase in selling, general and administrative expenses due to increased marketing spend and higher occupancy costs associated with a larger store base.

 

“Despite the ongoing challenges in the retail environment, we posted significantly improved same-store sales in the third quarter from the second quarter,” said Robert DiNicola, Chairman and Chief Executive Officer. “In addition, we were encouraged by a healthier sales mix during the third quarter, with both the housewares and textiles categories generating positive comparable store sales. We continue to invest in the basics and our overall inventory ownership this year reflects our commitment to our key classifications. As we look forward to the upcoming holiday season, we believe our merchandise and marketing plans are focused to drive traffic to our stores and to create excitement on the sales floor during this important season.”

 

The Company generated a net loss for the third quarter of 2007 of $79.9 million compared with a net loss of $27.4 million in the third quarter of 2006. The increase in the net loss for the third quarter of 2007 reflects the year over year decline in Adjusted EBITDA, a non-cash impairment charge of $16.8 million, and the fact that no tax benefit was recorded in connection with the net loss in the current quarter versus a $14.4 million benefit in the comparable quarter in 2006.

 

The Company ended the quarter with an asset-based revolver balance of $328.2 million, cash on hand of $12.1 million and excess availability under its old revolving credit facility of $238.5 million. As previously announced, the Company entered into a new credit facility in October 2007. The new credit facility is beneficial to the Company compared to its prior credit facility in several respects. Among other things, the Company has obtained increases in its advance rates on inventory and accounts receivable for its borrowing base computation as well as the elimination of all financial maintenance covenants. If the new credit facility had been in effect at the end of the third quarter, the excess availability under the new facility on a pro forma basis would have been $255.5 million. In addition, the new credit facility is not subject to the previous facility’s covenant that likely would have restricted the use of the last $70 million of availability. Therefore, the effective increase in excess availability would have been $87.0 million.

 

For the third quarter, the Company used cash from operating activities of $59.3 million. The use of cash in the third quarter primarily reflects seasonal working capital requirements as the Company prepares for the upcoming holiday selling season. For the third quarter of 2007, the Company had capital expenditures of $8.8 million compared with $19.1 million during the prior year period.

 

During the third quarter of 2007, the Company opened five stores and closed zero stores as compared with opening eight stores and closing two stores during the third quarter of 2006. Store square footage increased 3.6% to 19.3 million at September 29, 2007 compared with 18.6 million at September 30, 2006.

 

1



Net sales for the thirty-nine week period ended September 29, 2007 decreased 1.6% to $1,831.9 million, as compared with net sales of $1,862.6 million for the same period last year. Comparable store sales for the thirty-nine week period ended September 29, 2007 decreased 4.6%.

 

Net loss for the thirty-nine week period ended September 29, 2007 was $180.1 million as compared with a net loss of $132.0 million for the same period last year. The net loss for the thirty-nine weeks ended September 29, 2007 is after a non-cash impairment charge of $16.8 million.

 

Conference Call Details

 

The Company will host a conference call to report the third quarter 2007 financial results on November 13, 2007 at 12:00 pm ET. To listen to this call, dial: 1-888-694-4702, conference ID 9442108. Following the completion of the call, a replay will be available through December 4, 2007 by dialing 1-877-519-4471, passcode 9442108. A webcast of the call will be available on www.lnt.com through December 4, 2007.

 

Linens ‘n Things, with 2006 sales of approximately $2.8 billion, is one of the leading, national large format retailers of home textiles, housewares and home accessories. As of September 29, 2007, Linens ‘n Things operated 585 stores in 47 states and seven provinces across the United States and Canada. More information about Linens ‘n Things can be found online at www.lnt.com.

 

2



Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would” and “could,” often identify forward-looking statements. The Company believes there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain, and we may not realize our expectations and our beliefs may not prove correct. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation: general economic conditions; changes in the retailing environment and consumer spending habits; inclement weather and natural disasters; competition from existing and potential competitors; the amount of merchandise markdowns; loss or retirement of key members of management; increases in the costs of borrowings and unavailability of additional debt or equity capital; impact of our substantial indebtedness on our operating income and our ability to grow; the cost of labor; labor disputes; increased healthcare benefit costs; and other costs and expenses. This list of factors is not intended to be exhaustive.

 

3



LINENS HOLDING CO. and SUBSIDIARIES (AND PREDECESSOR)

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In thousands)

 

(Unaudited)

 

 

 

 

Thirteen Weeks Ended September 29, 2007

 

Thirteen Weeks Ended September 30, 2006

 

 

 

 

 

 

 

Net sales

 

$

666,791

 

$

658,155

 

Cost of sales, including buying and distribution costs

 

405,687

 

388,579

 

 

 

 

 

 

 

Gross profit

 

261,104

 

269,576

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

300,927

 

287,429

 

Impairment of property and equipment

 

16,779

 

 

 

 

 

 

 

 

Operating loss

 

(56,602

)

(17,853

)

 

 

 

 

 

 

Interest income

 

(74

)

(18

)

Interest expense

 

24,197

 

23,572

 

 

 

 

 

 

 

Interest expense, net

 

24,123

 

23,554

 

 

 

 

 

 

 

Other (income) expense, net

 

(1,539

)

323

 

 

 

 

 

 

 

Loss before provision (benefit) for income taxes

 

(79,186

)

(41,730

)

Provision (benefit) for income taxes

 

743

 

(14,355

)

 

 

 

 

 

 

Net loss

 

$

(79,929

)

$

(27,375

)

 

 

 

 

 

 

 

4



LINENS HOLDING CO. and SUBSIDIARIES (AND PREDECESSOR)

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In thousands)

 

(Unaudited)

 

 

 

 

Thirty-nine Weeks

Ended September 29,

2007

 

February 14, 2006 to

September 30, 2006

 

January 1, 2006 to

February 13, 2006

 

 

 

(Successor Entity)

 

(Successor Entity)

 

 

(Predecessor

Entity)

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,831,922

 

$

1,577,583

 

$

284,971

 

Cost of sales, including buying and distribution costs

 

1,110,417

 

951,007

 

180,675

 

 

 

 

 

 

 

 

 

Gross profit

 

721,505

 

626,576

 

104,296

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

873,042

 

708,113

 

175,424

 

Impairment of property and equipment

 

16,779

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(168,316

)

(81,537

)

(71,128

)

 

 

 

 

 

 

 

 

Interest income

 

(338

)

(137

)

(668

)

Interest expense

 

74,084

 

55,404

 

 

 

 

 

 

 

 

 

 

Interest expense (income), net

 

73,746

 

55,267

 

(668

)

 

 

 

 

 

 

 

 

Other income, net

 

(3,837

)

(2,408

)

(1,286

)

 

 

 

 

 

 

 

 

Loss before benefit for income taxes

 

(238,225

)

(134,396

)

(69,174

)

Benefit for income taxes

 

(58,136

)

(50,322

)

(21,270

)

 

 

 

 

 

 

 

 

Net loss

 

$

(180,089

)

$

(84,074

)

$

(47,904

)

 

 

 

 

 

 

 

 

 

5



LINENS HOLDING CO. and SUBSIDIARIES (AND PREDECESSOR)

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands)

 

(Unaudited)

 

 

 

 

September 29, 2007

 

December 30, 2006

 

September 30, 2006

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,101

 

$

12,526

 

$

11,394

 

Accounts receivable

 

33,942

 

37,063

 

33,886

 

Inventories

 

976,005

 

793,002

 

999,316

 

Prepaid expenses and other current assets

 

17,253

 

15,308

 

66,788

 

Current deferred taxes

 

13,788

 

16,815

 

12,225

 

 

 

 

 

 

 

 

 

Total current assets

 

1,053,089

 

874,714

 

1,123,609

 

Property and equipment, net of accumulated depreciation of $188,671, $100,616 and $74,339, respectively

 

447,773

 

530,829

 

572,500

 

Identifiable intangible assets, net

 

144,583

 

150,044

 

155,361

 

Goodwill

 

272,081

 

267,830

 

265,702

 

Deferred financing costs and other noncurrent assets

 

41,001

 

34,517

 

35,218

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,958,527

 

$

1,857,934

 

$

2,152,390

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

267,054

 

$

204,760

 

$

291,683

 

Accrued expenses and other current liabilities

 

203,528

 

241,911

 

195,120

 

Short-term borrowings

 

 

 

225,870

 

 

 

 

 

 

 

 

 

Total current liabilities

 

470,582

 

446,671

 

712,673

 

Senior secured notes and other long-term debt

 

978,180

 

689,876

 

652,092

 

Noncurrent deferred income taxes

 

67,914

 

125,977

 

170,491

 

Other long-term liabilities

 

59,611

 

50,667

 

48,512

 

 

 

 

 

 

 

 

 

Total liabilities

 

1,576,287

 

1,313,191

 

1,583,768

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock

 

131

 

131

 

131

 

Additional paid-in capital

 

654,727

 

652,395

 

651,636

 

Accumulated deficit

 

(286,622

)

(106,533

)

(84,074

)

Accumulated other comprehensive income (loss)

 

14,004

 

(1,250

)

929

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

382,240

 

544,743

 

568,622

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,958,527

 

$

1,857,934

 

$

2,152,390

 

 

 

6



 

LINENS HOLDING CO. and SUBSIDIARIES (AND PREDECESSOR)

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

(Unaudited)

 

 

Successor Entity

 

Predecessor Entity

 

 

 

Thirty-nine Weeks
Ended September 29,
2007

 

February 14, 2006
to September 30,
 2006

 

January 1, 2006
to February 13,
 2006

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

 

$ (180,089

)

$ (84,074

)

$(47,904

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

97,274

 

80,215

 

12,642

 

Deferred income taxes

 

(64,075

)

(23,234

)

(6,725

)

Share-based compensation

 

2,330

 

3,363

 

12,484

 

Amortization of deferred financing charges

 

6,076

 

5,429

 

43

 

Loss on sales and disposals of property and equipment

 

539

 

416

 

 

Impairment of property and equipment

 

16,779

 

 

 

Changes in assets and liabilities, net of effect of acquisition:

 

 

 

 

 

 

 

Decrease (increase in accounts receivable

 

3,580

 

12,047

 

(2,240

)

Increase in inventories

 

(172,723

)

(177,910

)

(31,886

)

Decrease (increase in prepaid expenses and other current assets

 

1,625

 

(34,097

)

(12,153

)

Decrease (increase in identifiable intangible assets and other noncurrent assets

 

119

 

(2,498

)

9,580

 

Increase in accounts payable

 

56,488

 

59,051

 

12,010

 

Decrease in accrued expenses and other liabilities

 

(29,217

)

(42,038

)

(7,807

)

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(261,294

)

(203,330

)

(61,956

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisition of the Predecessor Entity, net of cash acquired(1)

 

 

(1,205,502

)

 

Additions to property and equipment

 

(31,247

)

(48,776

)

(10,956

)

Proceeds from sales of property and equipment

 

5,400

 

3,100

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(25,847

)

(1,251,178

)

(10,956

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Issuance of common stock to Linens Investors LLC and others

 

 

650,650

 

 

Issuance of floating rate notes

 

 

650,000

 

 

Financing and direct acquisition costs

 

(2,146

)

(59,930

)

 

Premium paid for derivative financial instrument

 

 

(700

)

 

Federal tax benefit from common stock issued under stock incentive plans

 

 

 

4,298

 

Net increase in borrowings under revolving credit facility

 

290,380

 

225,870

 

 

Decrease in treasury stock

 

 

 

674

 

Payments on mortgage note

 

(2,076

)

(38

)

(10

)

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

286,158

 

1,465,852

 

4,962

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

558

 

50

 

125

 

Net (decrease) increase in cash and cash equivalents

 

(425

)

11,394

 

(67,825

)

Cash and cash equivalents at beginning of period

 

12,526

 

 

158,158

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$ 12,101

 

$ 11,394

 

$ 90,333

 

 

 

 

 

 

 

 

 


(1)    In connection with the Merger, net cash settlements of approximately $20.0 million and $4.4 million for stock options and restricted stock units, respectively, are included in “Acquisition of the Predecessor Entity, net of cash acquired.”

 

7



Net loss reconciliation to EBITDA and Adjusted EBITDA

 

LNT defines EBITDA as earnings before interest, income taxes, depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA adjusted to exclude the additional items described in the following table.

 

The Company presents EBITDA and Adjusted EBITDA because it considers them as useful analytical tools for measuring its ability to service its debt and generate cash for other purposes. EBITDA and Adjusted EBITDA are not measurements of the Company’s financial performance under Generally Accepted Accounting Principles (“GAAP”) and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP or an alternative to cash flow from operating activities as a measure of the Company’s profitability or liquidity. Adjusted EBITDA is presented as additional information because management uses Adjusted EBITDA to evaluate the operating performance of the Company. Management also believes that Adjusted EBITDA is a meaningful measurement that is commonly used by investors, security analysts and others to measure the Company’s operating performance. EBITDA and Adjusted EBITDA may differ from other similarly titled measures of other companies, limiting its usefulness as a comparative measure.

 

For the thirteen and thirty-nine weeks ended September 29, 2007 and September 30, 2006, the following table presents EBITDA reconciled to the Company’s net loss for such periods and Adjusted EBITDA reconciled to EBITDA for such periods.

 

8



LINENS HOLDING CO. (AND PREDECESSOR)

 

(In thousands)

 

(Unaudited)

 

 

Thirteen
Weeks
Ended
September 29, 2007

 

Thirteen
Weeks
Ended
September 30, 2006

 

Thirty-Nine
Weeks
Ended
September 29, 2007

 

Thirty-Nine
Weeks
Ended
September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(79,929

)

$

(27,375

)

$

(180,089

)

$

(131,978

)

Provision (benefit) for income taxes

 

743

 

(14,355

)

(58,136

)

(71,592

)

Interest expense, net

 

24,123

 

23,554

 

73,746

 

54,599

 

Depreciation and amortization

 

32,989

 

33,399

 

97,274

 

92,857

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

(22,074

)

15,223

 

(67,205

)

(56,114

)

 

 

 

 

 

 

 

 

 

 

Non-cash rent expense (a)

 

1,764

 

3,416

 

7,234

 

8,648

 

Non-cash lease transactions (b)

 

(618

)

(611

)

(1,851

)

(1,495

)

Non-cash landlord allowance amortization (c)

 

(335

)

(286

)

(994

)

(3,575

)

Cash landlord allowances received (d)

 

521

 

1,698

 

2,011

 

5,049

 

 

 

 

 

 

 

 

 

 

 

EBITDA after rent related adjustments

 

(20,742

)

19,440

 

(60,805

)

(47,487

)

 

 

 

 

 

 

 

 

 

 

Non-cash fixed asset impairment charge (e)

 

16,779

 

 

16,779

 

 

Non-cash intangible asset impairment charge (f)

 

100

 

 

100

 

 

Transaction expenses (g)

 

 

850

 

 

33,004

 

Non-cash fixed asset write-off (h)

 

4

 

129

 

21

 

416

 

Non-cash stock based compensation (i)

 

 

 

 

3,180

 

Accelerated payment of stock options (j)

 

 

 

 

9,305

 

Stock option expense (k)

 

874

 

1,035

 

2,330

 

3,363

 

Executive severance (l)

 

 

 

21

 

1,692

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

(2,985

)

$

21,454

 

$

(41,554

)

$

3,473

 


(a)           Represents the straight-line effect of scheduled rent increases over the expected lease term.

(b)           Represents non-cash unfavorable lease amortization for leases valued below market as a result of the acquisition of the Company by Apollo Management.

(c)           Non-cash landlord allowance amortization represents the amortization of cash allowances received from landlords at inception of leases. Non-cash landlord allowance amortization has the effect of reducing rent expense.

(d)           Represents cash allowances received from landlords at inception of leases.

(e)           Represents the non-cash accelerated write-down of the book value of certain underperforming fixed assets.

(f)            Represents the non-cash accelerated write-down of certain identifiable intangible assets.

(g)           Transaction costs represent legal and other merger related expenses.

(h)           Represents the non-cash loss on the disposal of fixed assets for locations that have closed.

(i)            Represents non-cash compensation expense related to prior restricted stock grants.

(j)            Represents acceleration of compensation expense related to stock option grants as a result of the acquisition of the Company by Apollo Management.

(k)           Represents stock compensation expense related to stock option grants under SFAS 123R.

(l)            Charges related to severance for a former executive coupled with individuals effected under the Company’s cost containment initiative.

 

9