2014

99 Cents Only Stores® Reports Second Quarter And The First Half Of Fiscal 2013 Results

CITY OF COMMERCE, Calif., Nov. 7, 2012 /PRNewswire/ -- 99¢ Only Stores® (the "Company") announced its financial results for the second quarter and the first half of fiscal 2013 ended September 29, 2012.

(Logo: http://photos.prnewswire.com/prnh/20110214/LA47195LOGO-a)

The Company's net sales increased $30.4 million, or 8.4%, to $393.4 million for the second quarter of fiscal 2013 compared to $363.0 million for the second quarter of fiscal 2012.  Same-store sales, calculated on a comparable 13-week period, increased 4.0%.  The Company's pro forma Adjusted EBITDA1 was $31.7 million in the second quarter of fiscal 2013, a decrease of $0.6 million, or 1.9%, compared to $32.3 million in the second quarter of fiscal 2012, and the Company's pro forma Adjusted EBITDA margin was 8.1% compared to 8.9% over the same period.

The Company's net sales increased $62.9 million, or 8.6%, to $794.3 million for the first half of fiscal 2013 compared to $731.4 million for the first half of fiscal 2012.  Same-store sales, calculated on a comparable 26-week period, increased 4.2%.  The Company's pro forma Adjusted EBITDA was $70.9 million for the first half of fiscal 2013, an increase of $3.5 million, or 5.2%, compared to $67.4 million for the first half of fiscal 2012, and the Company's pro forma Adjusted EBITDA margin was 8.9% compared to 9.2% over the same period.

As of the end of the second quarter of fiscal 2013, the Company's cash and short-term investments were $43.7 million and total debt was $761.6 million, consisting of borrowings of $511.6 million under the Company's first lien term loan facility and $250 million of the Company's 11% senior unsecured notes. There were no outstanding borrowings under the Company's senior revolving credit facility. 

During the second quarter of fiscal 2013, the Company opened three stores, two in California and one in Nevada. As of the end of second quarter of fiscal 2013, the Company operated 303 stores, an increase of 5.2% in the store count over last year. The gross and saleable retail square footage at the end of the second quarter were 6.38 million and 5.02 million, respectively, an increase of 4.4% over last year for each of gross and saleable square footage.

The Company believes that revenue growth in fiscal 2013 will primarily result from increases in same-store sales and new store openings. The Company currently plans to open approximately 21 additional stores during the second half of fiscal 2013 with the majority of new stores expected to be opened in California.  The Company to date has opened five new stores in the first half of fiscal 2013.

1 "EBITDA," "Adjusted EBITDA" and "pro forma Adjusted EBITDA" 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 closest GAAP measure of these non-GAAP measures are included in this press release.

MERGER

On January 13, 2012, 99¢ Only Stores was acquired by affiliates of Ares Management LLC and Canada Pension Plan Investment Board and the Gold/Schiffer family.  The acquisition is referred to as the "Merger." As a result of the Merger, the accompanying financial information is presented for the "Predecessor" and "Successor" periods relating to the periods preceding and succeeding the Merger, respectively. The comparability of the financial statements of the Predecessor and Successor periods has been impacted by the application of acquisition accounting and changes in the Company's capital structure resulting from the Merger.

CONFERENCE CALL DETAILS

The Company's conference call to discuss its second quarter and the first half of fiscal 2013 ended September 29, 2012 and the other matters described in this release is scheduled for Thursday, November 8, 2012 at 10:00 a.m. Pacific time (1:00 p.m. Eastern time). 

The live Second Quarter Fiscal 2013 Earnings call can be accessed by dialing (888) 771-4371 from the U.S.A., or (847) 585-4405 from international locations, and entering confirmation code 33654915.  Please phone in approximately 9 minutes before the call is scheduled to begin and hold for a ConferencePlus operator to assist you.  Please inform the operator that you are calling in for 99¢ Only Stores' Second Quarter Fiscal 2013 Earnings Release conference call, and be prepared to provide the operator with your name, company name, and position, if requested.  A telephone replay will be available approximately two hours after the call concludes and will be available through Friday, November 23, 2012, by dialing (888) 843-7419 from the U.S.A., or (630) 652-3042 from international locations, and entering confirmation code 33654915.

A copy of this earnings release and any other financial and statistical information about the period to be presented in the conference call will be available prior to the call at the section of the Company's website entitled "Investor Relations" at www.99only.com

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 the following amounts: out-of-period adjustments, stock-based compensation, fees and expenses related to the Merger, legal settlements, non-ordinary course store closures, and other non-cash items. In calculating pro forma Adjusted EBITDA, the Company reflects the impact of the Merger on the Company's historical financial performance for the periods presented.  Adjusted EBITDA and pro forma Adjusted EBITDA, as presented herein, are supplemental measures of our 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 pro forma Adjusted EBITDA to assess its 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 pro forma Adjusted EBITDA are not measures of our 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.

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


For the Second Quarter Ended


September 29,

2012


October 1,

2011


(In thousands)


(Unaudited)





Net income

$                   21


$           15,114

Interest expense (income), net

15,982


(26)

(Benefit) provision for income taxes

(77)


9,317

Depreciation and amortization

14,373


6,990





EBITDA

$            30,299


$           31,395

Out-of-period adjustments (a)

(355)


(2,218)

Stock-based compensation (b)

801


631

Merger expenses (c)

355


1,130

Legal settlements (d)


1,750

Texas lease termination costs (e)

105


108

Purchase accounting effect on leases (f)

371


Other (g)

123


(10)





Adjusted EBITDA

$            31,699


$           32,786





Additional adjustments related to the Merger:




         Executive compensation (h)


(185)

         Market value adjustments to leases (i)


(250)

         Credit facility administration fees (j)


(50)





Pro forma adjusted EBITDA

$            31,699


$           32,301





 

(a)

Represents out-of-period, non-cash adjustments to reserve balances related to merchandise accruals.

(b)

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

(c)

Represents professional fees incurred in connection with the Merger.

(d)

Represents the net expense associated with one-time litigation settlements involving wages.

(e)

Represents expenses related to the non-ordinary course termination of leases for stores previously closed in Texas.

(f)

Represents purchase accounting effect on rent revenue and rent expense.

(g)

Represents the following non-cash charges and income (a) for all periods, amortization of gain related to sale leaseback arrangements; (b) for all periods, net loss on the sale of non-core assets; (c) for second quarter of fiscal 2013, charges related to hedging loss.

(h)

Represent salary adjustments implemented in connection with the Merger for our Chief Executive Officer, President and Chief Operating Officer, and Executive Vice President of Special Projects.

(i)

Represent adjustments to market value in connection with the Merger to rent payable to our affiliates under leases.

(j)

Represents administrative fees associated with the first lien term loan facility and senior revolving credit facility.

 


For the First Half Ended


September 29,

2012


October 1,

2011


(In thousands)


(Unaudited)





Net income

$              5,123


$           32,797

Interest expense (income), net

31,774


133

Provision for income taxes

3,049


20,059

Depreciation and amortization

28,566


13,703





EBITDA

$            68,512


$           66,692

Out-of-period adjustments (a)

(1,050)


(4,069)

Stock-based compensation (b)

1,593


1,313

Merger expenses (c)

509


2,506

Legal settlements (d)


1,750

Texas lease termination costs (e)

210


216

Purchase accounting effect on leases (f)

781


Other (g)

385


1





Adjusted EBITDA

$            70,940


$           68,409





Additional adjustments related to the Merger:




         Executive compensation (h)


(370)

         Market value adjustments to leases (i)


(500)

         Credit facility administration fees (j)


(100)





Pro forma adjusted EBITDA

$            70,940


$           67,439





 

(a)

Represents out-of-period, non-cash adjustments to reserve balances related to merchandise accruals.

(b)

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

(c)

Represents professional fees incurred in connection with the Merger.

(d)

Represents the net expense associated with one-time litigation settlements involving wages.

(e)

Represents expenses related to the non-ordinary course termination of leases for stores previously closed in Texas.

(f)

Represents purchase accounting effect on rent revenue and rent expense.

(g)

Represents the following non-cash charges and income (a) for all periods, amortization of gain related to sale leaseback arrangements; (b) for all periods, net loss on the sale of non-core assets; (c) for fiscal 2013, charges related to hedging loss.

(h)

Represent salary adjustments implemented in connection with the Merger for our Chief Executive Officer, President and Chief Operating Officer, and Executive Vice President of Special Projects.

(i)

Represent adjustments to market value in connection with the Merger to rent payable to our affiliates under leases.

(j)

Represents administrative fees associated with the first lien term loan facility and senior revolving credit facility.

 

 

99¢ ONLY STORES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)






September 29,

2012


March 31,

 2012


(Unaudited)



ASSETS




Current Assets:




Cash

$           42,067


$      27,766

Short-term investments

1,604


3,631

Accounts receivable, net of allowance for doubtful accounts of $425 and $280 at September 29, 2012 and March 31,

2012, respectively

1,420


2,999

Income taxes receivable

14,592


6,868

Deferred income taxes

25,843


25,843

Inventories, net

225,029


214,318

Assets held for sale

2,621


6,849

Other

14,674


11,297





Total current assets

327,850


299,571

Property and equipment, net

463,074


476,525

Deferred financing costs, net

39,234


30,400

Intangible assets, net

474,397


477,434

Goodwill

471,513


471,513

Deposits and other assets

13,862


12,598





Total assets

$      1,789,930


$   1,768,041









LIABILITIES AND SHAREHOLDERS' EQUITY




Current Liabilities:




Accounts payable

$           52,133


$      41,407

Payroll and payroll-related

17,515


15,580

Sales tax

5,780


6,128

Other accrued expenses

35,322


30,569

Workers' compensation

37,838


39,024

Current portion of long-term debt

5,237


5,250

Current portion of capital lease obligation

80


77





Total current liabilities

153,905


138,035

Long-term debt, net of current portion

756,328


758,351

Unfavorable lease commitments, net

16,896


18,959

Deferred rent

3,160


798

Deferred compensation liability

5,195


5,136

Capital lease obligation, net of current portion

313


354

Long-term deferred income taxes

214,195


214,874

Other liabilities

3,473


767





Total liabilities

1,153,465


1,137,274





Commitments and contingencies




Shareholders' Equity:




Preferred stock, no par value – authorized, 1,000 shares; no shares issued or outstanding


Common stock $0.01 par value – Class A authorized, 1,000 shares; issued and outstanding, 100 shares and Class B

authorized, 1,000 shares; issued and outstanding, 100 shares at September 29, 2012 and March 31, 2012, respectively


Additional paid-in capital

637,630


636,037

Accumulated deficit

(170)


(5,293)

Other comprehensive (loss) income

(995)


23





Total shareholders' equity

636,465


630,767





Total liabilities and shareholders' equity

$       1,789,930


$ 1,768,041





 

 

99¢ ONLY STORES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

(Unaudited)



For the Second Quarter Ended


For the First Half Ended


September 29, 2012


October 1,

2011


September 29, 2012


October 1, 2011


(Successor)


(Predecessor)


(Successor)


(Predecessor)

Net Sales:








99¢ Only Stores

$           382,073


$         352,220


$          771,029


$         709,764

Bargain Wholesale

11,290


10,818


23,284


21,614









Total sales

393,363


363,038


794,313


731,378

Cost of sales (excluding depreciation and amortization expense shown separately below)

242,699


217,264


486,601


436,784









Gross profit

150,664


145,774


307,712


294,594

Selling, general and administrative expenses:








Operating expenses

120,362


114,367


239,133


227,933

Depreciation

13,931


6,985


27,683


13,694

Amortization of intangible assets

442


5


883


9









Total selling, general and administrative expenses

134,735


121,357


267,699


241,636









Operating income

15,929


24,417


40,013


52,958









Other (income) expense:








Interest income

(35)


(60)


(259)


(202)

Interest expense

16,017


34


32,033


335

Other-than-temporary investment impairment due to credit

losses


31



31

Other

3


(19)


67


(62)









Total other expense (income), net

15,985


(14)


31,841


102









(Loss) income before provision for income taxes

(56)


24,431


8,172


52,856

(Benefit) provision for income taxes

(77)


9,317


3,049


20,059









Net income

$                   21


$          15,114


$              5,123


$           32,797

 

 

99¢ ONLY STORES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)




First Half Ended


September 29,

2012


October 1,

2011


(Successor)


(Predecessor)

Cash flows from operating activities:




Net income

$               5,123


$             32,797

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




Depreciation

27,683


13,694

Amortization of deferred financing costs and accretion of OID

2,978


Amortization of intangible assets

883


9

Amortization of favorable/unfavorable leases, net

91


Loss on disposal of fixed assets

403


80

Loss on interest rate hedge

665


Investments impairment


31

Excess tax benefit from share-based payment arrangements


(584)

Deferred income taxes


(105)

Stock-based compensation expense

1,593


1,313





Changes in assets and liabilities associated with operating activities:




Accounts receivable

1,586


(836)

Inventories

(11,437)


(42,641)

Deposits and other assets

(3,874)


165

Accounts payable

9,047


8,498

Accrued expenses

6,358


7,600

Accrued workers' compensation

(1,186)


(2,169)

Income taxes

(7,724)


12,495

Deferred rent

2,362


1,114

Other long-term liabilities

(73)






 Net cash provided by operating activities

34,478


31,461









Cash flows from investing activities:




Purchases of property and equipment

(19,861)


(23,553)

Proceeds from sale of property and fixed assets

11,549


2

Purchases of investments

(449)


(50,389)

Proceeds from sale of investments

2,470


48,174





Net cash used in investing activities

(6,291)


(25,766)









Cash flows from financing activities:




Payment of debt

(2,618)


Payment of debt issuance costs

(11,230)


Payments of capital lease obligation

(38)


(35)

Repurchases of common stock related to issuance of Performance Stock Units


(753)

Proceeds from exercise of stock options


2,470

Excess tax benefit from share-based payment arrangements


584





Net cash (used in) provided by financing activities

(13,886)


2,266





Net increase in cash

14,301


7,961

Cash - beginning of period

27,766


16,723





Cash - end of period

$               42,067


$            24,684

 

Founded 30 years ago, 99¢ Only Stores® operates 303 extreme value retail stores with 221 in California, 37 in Texas, 29 in Arizona and 16 in Nevada as of November 7, 2012. 99¢ Only Stores® emphasizes quality name-brand consumables, priced at an excellent value, in convenient, attractively merchandised stores. Over half of the Company's sales come from food and beverages, including produce, dairy, deli and frozen foods, along with organic and gourmet foods. For more information, visit www.99only.com.

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 Company's Registration Statement on Form S-4 (File No. 333-182582), declared effective on October 9, 2012.  The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  This release also contains non-GAAP financial measures. A GAAP reconciliation and a discussion of the Company's use of these measures are included in this release.

Contact:
99¢ Only Stores
Angela Thurstan
323-881-1272

SOURCE 99 Cents Only Stores



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