0001548309-13-000073.txt : 20131206 0001548309-13-000073.hdr.sgml : 20131206 20131205180007 ACCESSION NUMBER: 0001548309-13-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131205 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131206 DATE AS OF CHANGE: 20131205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sears Hometown & Outlet Stores, Inc. CENTRAL INDEX KEY: 0001548309 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 800808358 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35641 FILM NUMBER: 131260757 BUSINESS ADDRESS: STREET 1: 5500 TRILLIUM BOULEVARD STREET 2: SUITE 501 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 847-286-6327 MAIL ADDRESS: STREET 1: 5500 TRILLIUM BOULEVARD STREET 2: SUITE 501 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 8-K 1 sho8k120613.htm 8-K SHO 8K 12.06.13


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): December 5, 2013
 
SEARS HOMETOWN AND OUTLET STORES, INC.
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
Delaware
 
001-35641 
 
80-0808358
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois
 
60192
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (847) 286-7000
(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 (see General Instruction A.2. below):
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))







Item 2.02
Results of Operations and Financial Condition.
On December 6, 2013 before the market opened, the Company issued a news release regarding its third quarter earnings for the 2013 fiscal year. The news release is attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The Exhibits listed in the accompanying "Exhibit Index" have been filed as part of this Current Report on Form 8-K.





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.
 
 
 
 
SEARS HOMETOWN AND OUTLET STORES, INC.
 
 
By:
 
/s/ Steven D. Barnhart
 
 
 
 
Steven D. Barnhart
 
 
Senior Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and Principal Accounting Officer)
Date: December 5, 2013







EXHIBIT INDEX
 
Exhibit
 
Description of Document
 
 
99.1

  
News release dated December 6, 2013.



EX-99.1 2 shoexhibit99112613.htm EARNINGS RELEASE 12.6.13 SHO Exhibit 99.1 12.6.13


Exhibit 99.1
INVESTOR RELATIONS CONTACT:
Steven D. Barnhart,
Senior Vice President and Chief Financial Officer
847-286-8700
FOR IMMEDIATE RELEASE:
December 6, 2013

SEARS HOMETOWN AND OUTLET STORES, INC. REPORTS THIRD QUARTER 2013 RESULTS
HOFFMAN ESTATES, Ill. - Sears Hometown and Outlet Stores, Inc. (NASDAQ: SHOS) today reported results for its quarter ended November 2, 2013.
Results for the third quarter included:

Operating income decreased 7% to $13.2 million compared to $14.1 million in the prior year
Net income attributable to stockholders decreased 12% to $7.7 million ($0.33 income per diluted share) compared to $8.8 million ($0.38 income per diluted share) in the prior year
Adjusted EBITDA decreased 16% to $13.8 million compared to $16.4 million in the prior year
Comparable store sales decreased 2.0% versus the prior year
279,247 shares of stock were repurchased for $8.4 million
Year-to-date results through the third quarter included:

Operating income decreased 35% to $53.3 million compared to $82.3 million in the prior year
Net income attributable to stockholders decreased 37% to $31.8 million ($1.38 income per diluted share) compared to $50.4 million ($2.18 income per diluted share) in the prior year
Adjusted EBITDA decreased 35% to $58.3 million compared to $89.9 million in the prior year
Comparable store sales decreased 1.8% versus the prior year

Bruce Johnson, Chief Executive Officer and President, said, "Sales of home appliances increased during the quarter, while sales of lawn and garden, consumer electronics, and apparel (which is only sold in Outlet Stores) declined. The fourth quarter of 2013 will be the last quarter where we will have a significant negative comparable store sales impact due to our exit from consumer electronics in most stores in our Hometown segment. In our Outlet segment, we completed the initial test of franchising and began rolling out this model, which generated higher initial franchise revenues in the quarter and allows us to continue our transition to an asset light, franchised operation. We also completed a successful test of furniture sales in our Outlet stores and have a limited selection of furniture inventory in place across the format for the holiday season. This continues our strategy of shifting our product mix toward higher margin categories, which began last fall with reductions in consumer electronics and expansion in mattresses and tools."

"October 11th marked the first anniversary of our separation from Sears Holdings Corporation. During the past twelve months associates at all levels have helped to establish the organizational and functional capabilities required of an independent company, and I want to recognize them for their efforts. For the quarter the year-over-year increase in expense incurred as a result of operating as an independent public company totaled $5 million. This was the last quarter that SHO appliance showrooms will operate inside of Orchard Supply Hardware stores, based on Orchard's decision during its bankruptcy proceedings to terminate our relationship. We closed 14 locations during the quarter, for a total of 21 Orchard locations closed in 2013. The impact of these closures on the third quarter was to reduce revenue by $1.2 million and EBITDA by $0.3 million."
Third Quarter Results

We operate through two segments--our Sears Hometown and Hardware segment ("Hometown") and our Sears Outlet segment ("Outlet").

Net sales in the third quarter of 2013 increased $4.2 million, or 0.7%, to $561.1 million from the third quarter of 2012. This increase was driven primarily by higher initial franchise revenues (which were $7.8 million in the third quarter of 2013





compared to $1.5 million in the third quarter of 2012) and sales from new stores (net of closures). Partially offsetting these increases were a 2.0% decrease in comparable store sales and an unfavorable impact of the calendar shift due to the 53rd week in 2012.

The comparable store sales decrease of 2.0% was comprised of a 1.5% decrease in Hometown and a 3.4% decrease in Outlet. The 2.0% decrease was primarily driven by lower major appliance and apparel sales in Outlet, lower Hometown lawn and garden sales, lower tools-category sales in both segments, and lower consumer electronics sales following our planned exit from the this category in most Hometown stores. These decreases were partially offset by higher major appliances sales in Hometown.

Gross margin was $135.5 million, or 24.1% of net sales, in the third quarter of 2013 compared to $138.4 million, or
24.9% of net sales, in the third quarter of 2012. The decrease in gross margin rate was primarily driven by (1) lower margins on merchandise sales, (2) $3.7 million of Outlet distribution center costs that were separated from selling store costs and were reflected in selling and administrative expense in 2012, (3) a $2.3 million warranty expense timing benefit in 2012, (4) $0.9 million primarily consisting of additional occupancy costs incurred as a result of operating as an independent company since the Separation, and (5) lower Outlet merchandise-liquidation income. These decreases were partially offset by the increase in initial franchise revenues, a $2.1 million increase in warranty reserves in 2012, and lower occupancy costs resulting from the conversion of Company-operated stores to franchisee-operated stores.

Selling and administrative expenses decreased to $121.7 million, or 21.7% of net sales, in the third quarter of 2013 from $122.1 million, or 21.9% of net sales, in the prior year quarter. The decrease was primarily due to a reduction in payroll and benefits related to franchise conversions and $3.7 million in Outlet distribution-center costs that were separated from selling store costs and were reflected in selling and administrative expense in the third quarter of 2012 and reflected in gross margin in the third quarter of 2013. These decreases were partially offset by an estimated $4.1 million in higher costs from operating as an independent company, higher owner commissions in both Hometown and Outlet (primarily related to the conversion of Company-operated stores to franchisee-operated stores), and higher marketing costs in Hometown.

We recorded operating income of $13.2 million and $14.1 million in the third quarters of 2013 and 2012, respectively. The $0.9 million decrease in operating income was driven by a lower gross profit rate partially offset by higher net sales, lower selling and administrative expenses, and a $1.6 million gain on the sale of an Outlet store location. Included in these impacts on year-over-year operating income was an estimated $5.0 million of higher operating costs in the third quarter of 2013 incurred as a result of operating as an independent public company since our separation from Sears Holdings Corporation in October 2012.
Financial Position

We had cash and cash equivalents of $21.5 million as of November 2, 2013, $21.8 million as of October 27, 2012, and $20.1 million as of February 2, 2013. Availability as of November 2, 2013 under our Credit Agreement, dated as of October 11, 2012, among the Company, its subsidiaries, Bank of America, N.A., and other lenders (the “Senior ABL Facility”) was $158.7 million with $87.9 million drawn and $3.4 million of letters of credit outstanding under the facility. Through the third quarter of 2013, we financed our operations and investments primarily with short-term borrowings under the Senior ABL Facility. Our primary need for liquidity was to fund inventory purchases and capital expenditures and for general corporate purposes.
Total merchandise inventories were $488.6 million at November 2, 2013 and $429.4 million at October 27, 2012. Merchandise inventories increased primarily due to higher inventory in home appliances from merchandise resets in Hometown and greater flow of scratch-and-dent product along with opportunistic buys in Outlet partially offset by a reduction in consumer electronics inventory resulting from our exit of this category in most Hometown stores and lower apparel inventory in Outlet due to a decline in receipts compared to the prior year.
During the quarter the Company repurchased 279,247 shares of stock for $8.4 million at an average price of $29.97 as part of the $25 million share repurchase program authorized by the Company's Board of Directors on August 28, 2013.
Adjusted EBITDA

In addition to our net income determined in accordance with GAAP, for purposes of evaluating operating performance
we generally use Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or “Adjusted EBITDA.” Following the Separation our management has used Adjusted EBITDA to evaluate the operating performance of our business for comparable periods. While Adjusted EBITDA is a non-GAAP measurement, management believes that it can be an important indicator of operating performance because it excludes (1) the effects of financing and investing activities by eliminating interest and depreciation costs and (2) store closing charges and severance costs that may vary significantly from period to period and have a





disproportionate effect in a given period, which affects comparability of results. During the 13 and 39 weeks ended November 2, 2013 and the 13 weeks ended October 27, 2012 we incurred zero store closing and severance charges. During the 39 weeks ended October 27, 2012 we incurred $0.8 million of store closing charges and severance costs. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as Adjusted EBITDA excludes a number of important cash and non-cash recurring items. Adjusted EBITDA should not be considered as a substitute for GAAP measurements.






The following table presents a reconciliation of Adjusted EBITDA to Net income, the most comparable GAAP measure, for each of the periods indicated:

 
 
13 Weeks Ended
 
39 Weeks Ended
Thousands
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Net income
 
$
7,695

 
$
8,760

 
$
31,826

 
$
50,420

Income tax expense
 
5,191

 
5,629

 
20,812

 
32,689

Other income
 
(460
)
 
(382
)
 
(1,306
)
 
(968
)
Interest expense
 
738

 
70

 
1,969

 
111

Operating income
 
13,164

 
14,077

 
53,301

 
82,252

Depreciation
 
2,177

 
2,282

 
6,569

 
6,815

Store closing charges and severance costs
 

 

 

 
797

Gain on the sale of assets
 
(1,567
)
 

 
(1,567
)
 

Adjusted EBITDA
 
$
13,774

 
$
16,359

 
$
58,303

 
$
89,864




Forward-Looking Statements
This news release contains forward-looking statements (the “forward-looking statements”). The forward-looking statements are subject to significant risks and uncertainties that may cause our actual results, performance, and achievements in the future to be materially different from the future results, future performance, and future achievements expressed or implied by the forward-looking statements. Forward-looking statements include, without limitation, information concerning our future financial performance, business strategy, plans, goals and objectives. The forward-looking statements are based upon the current beliefs and expectations of our management. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: our continued reliance on Sears Holdings Corporation ("Sears Holdings") for most products and services that are important to the successful operation of our business; our potential need to depend on Sears Holdings beyond the expiration or earlier termination by Sears Holdings of certain of our agreements with Sears Holdings; the willingness and ability of Sears Holdings to meet what we believe are Sears Holdings' contractual obligations to us; our ability to successfully resolve existing and, if any arise, future contractual disputes with Sears Holdings; our ability to offer merchandise and services that our customers want, including those under the KENMORE®, CRAFTSMAN®, and DIEHARD® brands (which brands are owned by subsidiaries of Sears Holdings); the sale by Sears Holdings and its subsidiaries to other retailers that compete with us of major home appliances and other products branded with the Kenmore, Craftsman, or DieHard brands; our ability to successfully manage our inventory levels and implement initiatives to improve inventory management and other capabilities; competitive conditions in the retail industry; worldwide economic conditions and business uncertainty, the availability of consumer and commercial credit, changes in consumer confidence, tastes, preferences and spending, and changes in vendor relationships; the fact that our past performance generally, as reflected on our historical financial statements, may not be indicative of our future performance as a result of, among other things, the consolidation of Hometown and Outlet into a single business entity, the Separation, operating as a standalone business entity, and the impact of increased costs due to a decrease in our purchasing power following the Separation and other losses of benefits associated with being wholly owned by Sears Holdings and its subsidiaries; our agreements related to the rights offering and Separation transactions and our continuing relationship with Sears Holdings were negotiated while we were a subsidiary of Sears Holdings and we may have received different terms from unaffiliated third parties; anticipated limitations and restrictions in the Senior ABL Facility and related agreements governing our indebtedness and our ability to service our indebtedness; our ability to obtain additional financing on acceptable terms; our dependence on independent dealers and independent franchisees to operate their stores profitably and in a manner consistent with our concepts and standards; our dependence on sources outside the U.S. for significant amounts of our merchandise inventories; impairment charges for goodwill or fixed-asset impairment for long-lived assets; our ability to attract, motivate and retain key executives and other employees; the impact of increased costs associated with being an independent company; our ability to maintain effective internal controls as a public company; our ability to realize the benefits that we expect to achieve from the Separation; low trading volume of our common stock due to limited liquidity or a lack of analyst coverage; the impact on our common stock and our overall performance as a result of our principal stockholders' ability to exert control over us; and other risks, uncertainties, and factors discussed in our most recent Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission. We intend the forward-looking statements to speak only as of the date of this news release, and we do not undertake to update or revise the forward-looking statements as more information becomes available.





About Sears Hometown and Outlet Stores, Inc.

Sears Hometown and Outlet Stores, Inc. is a national retailer primarily focused on selling home appliances, hardware, tools and lawn and garden equipment. Our Hometown stores are designed to provide our customers with in-store and online access to a wide selection of national brands of home appliances, tools, lawn and garden equipment, sporting goods, and household goods, depending on the particular format. Our Outlet stores are designed to provide our customers with in-store and online access to new, one-of-a-kind, out-of-carton, discontinued, obsolete, used, reconditioned, overstocked, and scratched and dented products across a broad assortment of merchandise categories, including home appliances, lawn and garden equipment, apparel, mattresses, sporting goods and tools at prices that are significantly lower than manufacturers' suggested retail prices. As of November 2, 2013, we and our dealers and franchisees operated 1,239 stores across all 50 states as well as in Puerto Rico and Bermuda. Our principal executive offices are located at 5500 Trillium Boulevard, Suite 501, Hoffman Estates, Illinois 60192 and our telephone number is (847) 286-7000.

* * * * *






Sears Hometown and Outlet Stores, Inc.
Condensed Consolidated Statements of Income
(Unaudited)

 
 
13 Weeks Ended
 
39 Weeks Ended
Thousands, except per share amounts
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
NET SALES
 
$
561,068

 
$
556,903

 
$
1,819,084

 
$
1,822,445

COSTS AND EXPENSES
 

 

 

 

Cost of sales and occupancy
 
425,596

 
418,490

 
1,380,966

 
1,365,347

Selling and administrative
 
121,698

 
122,054

 
379,815

 
368,031

Depreciation
 
2,177

 
2,282

 
6,569

 
6,815

Gain on the sale of assets
 
(1,567
)
 

 
(1,567
)
 

Total costs and expenses
 
547,904

 
542,826

 
1,765,783

 
1,740,193

Operating income
 
13,164

 
14,077

 
53,301

 
82,252

Interest income (expense)
 
(738
)
 
(70
)
 
(1,969
)
 
(111
)
Other income
 
460

 
382

 
1,306

 
968

Income before income taxes
 
12,886

 
14,389

 
52,638

 
83,109

Income tax expense
 
(5,191
)
 
(5,629
)
 
(20,812
)
 
(32,689
)
NET INCOME
 
$
7,695

 
$
8,760

 
$
31,826

 
$
50,420

 
 
 
 
 
 
 
 
 
NET INCOME PER COMMON SHARE
 
 
 
 
 
 
 
 
ATTRIBUTABLE TO STOCKHOLDERS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic:
 
$
0.33

 
$
0.38

 
$
1.38

 
$
2.18

Diluted:
 
$
0.33

 
$
0.38

 
$
1.38

 
$
2.18

 
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
 
22,999

 
23,100

 
23,066

 
23,100

Diluted weighted average common shares outstanding
 
22,999

 
23,100

 
23,070

 
23,100

 
 
 
 
 
 
 
 
 









Sears Hometown and Outlet Stores, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
 
Thousands
 
November 2, 2013
 
October 27, 2012
 
February 2,
2013
ASSETS
 

 

 

CURRENT ASSETS
 

 

 

Cash and cash equivalents
 
$
21,487

 
$
21,841

 
$
20,068

Accounts receivable
 
17,207

 
13,905

 
10,986

Merchandise inventories
 
488,626

 
429,407

 
428,437

Prepaid expenses and other current assets
 
8,113

 
12,301

 
14,321

Total current assets
 
535,433

 
477,454

 
473,812

PROPERTY AND EQUIPMENT, net
 
49,544

 
54,088

 
53,383

GOODWILL
 
167,000

 
167,000

 
167,000

LONG-TERM DEFERRED TAXES
 
63,916

 
70,648

 
69,001

OTHER ASSETS
 
32,115

 
22,509

 
22,607

TOTAL ASSETS
 
$
848,008

 
$
791,699

 
$
785,803

LIABILITIES
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
Short-term borrowings
 
$
87,900

 
$
47,100

 
$
20,000

Payable to Sears Holdings Corporation
 
57,414

 
77,687

 
79,491

Accounts payable
 
31,727

 
29,228

 
31,830

Other current liabilities
 
74,306

 
76,265

 
83,211

Current portion of capital lease obligations
 
1,082

 
1,499

 
1,463

Total current liabilities
 
252,429

 
231,779

 
215,995

CAPITAL LEASE OBLIGATIONS
 
98

 
870

 
769

OTHER LONG-TERM LIABILITIES
 
5,139

 
2,423

 
2,752

TOTAL LIABILITIES
 
257,666

 
235,072

 
219,516

 
 
 
 
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
 
 
TOTAL STOCKHOLDERS' EQUITY
 
590,342

 
556,627

 
566,287

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
848,008

 
$
791,699

 
$
785,803






Sears Hometown and Outlet Stores, Inc.
Segment Results
(Unaudited)
 
Hometown
 
 
 
 
 
 
 
 
 
 
13 Weeks Ended
 
39 Weeks Ended
Thousands, except for number of stores
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Net sales
 
$
413,171

 
$
414,985

 
$
1,361,908

 
$
1,403,218

Comparable store sales %
 
(1.5
)%
 
4.4
 %
 
(2.9
)%
 
1.0
%
Cost of sales and occupancy
 
318,362

 
316,820

 
1,040,750

 
1,066,728

Gross margin dollars
 
94,809

 
98,165

 
321,158

 
336,490

Margin rate
 
22.9
 %
 
23.7
 %
 
23.6
 %
 
24.0
%
Selling and administrative
 
94,818

 
94,149

 
299,175

 
287,400

Selling and administrative expense as a percentage of net sales
 
22.9
 %
 
22.7
 %
 
22.0
 %
 
20.5
%
Depreciation
 
760

 
797

 
2,372

 
2,423

Total costs and expenses
 
413,940

 
411,766

 
1,342,297

 
1,356,551

Operating income
 
$
(769
)
 
$
3,219

 
$
19,611

 
$
46,667

Total Hometown stores
 
 
 
 
 
1,108

 
1,111

 
 
 
 
 
 
 
 
 
Outlet
 
 
 
 
 
 
 
 
 
 
13 Weeks Ended
 
39 Weeks Ended
Thousands, except for number of stores
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Net sales
 
$
147,897

 
$
141,918

 
$
457,176

 
$
419,227

Comparable store sales %
 
(3.4
)%
 
(0.8
)%
 
1.9
 %
 
0.6
%
Cost of sales and occupancy
 
107,234

 
101,670

 
340,216

 
298,619

Gross margin dollars
 
40,663

 
40,248

 
116,960

 
120,608

Margin rate
 
27.5
 %
 
28.4
 %
 
25.6
 %
 
28.8
%
Selling and administrative
 
26,880

 
27,905

 
80,640

 
80,631

Selling and administrative expense as a percentage of net sales
 
18.2
 %
 
19.7
 %
 
17.6
 %
 
19.2
%
Depreciation
 
1,417

 
1,485

 
4,197

 
4,392

Gain on the sale of assets
 
(1,567
)
 

 
(1,567
)
 

Total costs and expenses
 
133,964

 
131,060

 
423,486

 
383,642

Operating income
 
$
13,933

 
$
10,858

 
$
33,690

 
$
35,585

Total Outlet stores
 
 
 
 
 
131

 
126