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      99 Cents Only Stores Reports Second Quarter Fiscal 2016 Results

      Geoffrey Covert Named Permanent President and Chief Executive Officer, Effective Later Today

      Second Quarter Fiscal 2016 Overview:

      - Net sales increased by 6.6% to $488.5 million

      - Opened three new stores

      - Same-store sales decreased by 1.9%

      - Adjusted EBITDA (1) was $6.9 million versus $36.3 million in prior year

      - Net loss was $78.1 million versus net income of $2.0 million in prior year

      99 Cents Only Stores LLC.

      News provided by

      99 Cents Only Stores

      Sep 11, 2015, 06:15 ET

      Share this article

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      CITY OF COMMERCE, Calif., Sept. 11, 2015 /PRNewswire/ -- 99 Cents Only Stores LLC (the "Company") announced its financial results for each of the second quarter and first half of fiscal 2016 ended July 31, 2015.  The Company also made a separate announcement that the Board of Directors has appointed Geoffrey Covert as its new permanent President and Chief Executive Officer, effective later today.

      Financial Results

      For the second quarter of fiscal 2016, the Company's net sales increased $30.3 million, to $488.5 million, compared to $458.2 million in the second quarter of fiscal 2015. Same-store sales decreased 1.9% from lower customer traffic, partially offset by higher average ticket. Same store sales performance experienced continued strength in seasonal and general merchandise categories, offset by challenges in consumables.

      Gross margin, as a percentage of net sales, was 27.8% in the second quarter of fiscal 2016, a decline of 440 basis points from the second quarter of fiscal 2015.  Gross margin was negatively impacted by greater levels of promotional activities through June 2015 and higher inbound freight and duty costs, higher inventory shrinkage and scrap, and increased transportation expenses.  Selling, general and administrative expenses as a percentage of net sales was 31.6% in the second quarter of fiscal 2016, an increase of 340 basis points from the second quarter of fiscal 2015. The increase in selling, general and administrative expenses as a percentage of net sales was primarily driven by store level payroll and occupancy expenses, outside professional fees, depreciation and amortization and executive-related expenses.  Selling, general and administrative expenses as a percentage of net sales was also negatively impacted by the recent opening of 39 net new stores since the same period of last year and an increase in the minimum wage in California. 

      Net loss was $78.1 million in the second quarter of fiscal 2016 compared to net income of $2.0 million for the second quarter of fiscal 2015.  Net loss as a percentage of net sales was (16.0)% for the second quarter of fiscal 2016, compared to net income of 0.4% for the second quarter of fiscal 2015.  Adjusted EBITDA was $6.9 million in the second quarter of fiscal 2016, compared to $36.3 million in the second quarter of fiscal 2015.  Adjusted EBITDA margin was 1.4% compared to 7.9% over the same period. 

      For the first half of fiscal 2016, the Company's net sales increased $58.6 million, to $994.7 million, compared to $936.1 million in the first half of fiscal 2015. Same-store sales decreased 1.8% from lower customer traffic, partially offset by higher average ticket.  Net loss was $76.9 million in the first half of fiscal 2016, compared to net income of $11.6 million for the first half of fiscal 2015.  Net loss as a percentage of total sales was (7.7)% for fiscal 2016, compared to a net income as a percentage of total sales of 1.2% for the first half of fiscal 2015.  Adjusted EBITDA was $31.9 million in the first half of fiscal 2016, compared to $82.0 million in the first half of fiscal 2015.  Adjusted EBITDA margin was 3.2%, compared to 8.8% over the same period.

      Commenting on the results, Andrew Giancamilli, Interim President and CEO, stated, "Our results this quarter remain disappointing as the significant changes we made last year to our stores and our merchandising and replenishment systems have taken time to drive improvements in our competitive positioning. To more immediately address our performance, we are actively working to more effectively manage our inventory and improve product assortment, while continuing to enhance customer service. In time, we expect these short- and long-term measures will enable 99 Cents Only Stores to strengthen its competitive position as one of the top extreme value retailers and a customer favorite for everyday staples as well as bargain closeout merchandise."

      Commenting on the appointment of Mr. Covert, Mr. Giancamilli stated, "We are excited to have attracted such an energetic and experienced executive as Geoff.  I am confident that his leadership and experience in the grocery business will be invaluable in helping the Company reach its long-term objectives."

      Store Openings

      During the second quarter of fiscal 2016, the Company opened three new stores.  As of the end of the second quarter of fiscal 2016, the Company operated 389 stores, an increase of 11.1% in store count over the same period last year.  

      Q2 FY16 Accounting Items

      The Company concluded during the second quarter of fiscal 2016 that it was more likely than not that it would not realize its net deferred tax assets and recorded a non-cash $31.8 million increase to its provision for income taxes in order to establish a valuation allowance against such net deferred tax assets.  The establishment of a valuation allowance does not have any impact on cash, nor does such an allowance preclude the Company from using its loss carryforwards or utilizing other deferred tax assets in the future.

      CONFERENCE CALL DETAILS

      The Company's conference call to discuss its second quarter of fiscal 2016 ended July 31, 2015 and the other matters described in this release is scheduled for Friday, September 11, 2015 at 8:00 a.m. Pacific time (11:00 a.m. Eastern time). 

      The live Second Quarter Fiscal 2016 Earnings call can be accessed by dialing (888) 895-5479 from the U.S.A., or (847) 619-6250 from international locations, and entering confirmation code 40642806.  Please phone in approximately 9 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' Second Quarter Fiscal 2016 Earnings 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, September 25, 2015, by dialing (888) 843-7419 from the U.S.A., or (630) 652-3042 from international locations, and entering confirmation code 40642806#.

      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: non-cash adjustments to reserve balances, stock-based compensation, fees and expenses related to the Merger (as defined below), legal settlements, non-ordinary course store closures, and other non-cash or one-time items.  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 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.

      Founded in 1982, the Company operates 389 extreme value retail stores with 281 in California, 49 in Texas, 38 in Arizona and 21 in Nevada as of September 11, 2015. The Company is an extreme value retailer of consumable and general merchandise and seasonal products.   For more information, visit www.99only.com.

      For further information:
      Michael Fung
      Interim Chief Financial Officer and Treasurer
      (323) 881-5792
      [email protected]

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


      For the Second Quarter Ended


      July 31,
      2015


      August 1,
      2014


      (In thousands)


      (Unaudited)





      Net (loss) income

      $           (78,101)


      $              2,039

      Interest expense, net

      16,481


      15,467

      Provision for income taxes

      42,951


      1,151

      Depreciation and amortization

      17,308


      13,109

      EBITDA

      $            (1,361)


      $            31,766

      Stock-based compensation (a)

      773


      739

      Purchase accounting effect on leases (b)

      616


      406

      Impairment of long-lived assets (c)

      478


      —

      Executive related expenses (d)

      2,525


      777

      Real estate projects termination charges (e)

      2,833


      —

      Other (f)

      1,076


      2,624

      Adjusted EBITDA

      $              6,940


      $           36,312





      (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 charges related to impairment due to an underperforming store in Texas.

      (d)

      Represents expenses related to severance for former executives, signing and retention bonuses and other executive related expenses.

      (e)

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

      (f)

      Represents the following non-cash or other charges and income: (i) for all periods, amortization of gain related to sale-leaseback arrangements; (ii) for all periods, net gain/loss on the sale of non-core assets; and (iii) for all periods, severance charges, signing bonuses, professional fees, legal reserve adjustments and other.

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


      For the First Half Ended


      July 31,
      2015


      August 1,
      2014


      (In thousands)


      (Unaudited)





      Net (loss) income

      $           (76,930)


      $            11,614

      Interest expense, net

      32,750


      30,896

      Provision for income taxes

      31,962


      7,491

      Depreciation and amortization

      33,555


      25,740

      EBITDA

      $            21,337


      $            75,741

      Stock-based compensation (a)

      1,407


      1,402

      Purchase accounting effect on leases (b)

      1,267


      870

      Impairment of long-lived assets (c)

      478


      —

      Executive related expenses (d)

      3,191


      860

      Real estate projects termination charges (e)

      2,833


      —

      Other (f)

      1,433


      3,104

      Adjusted EBITDA

      $           31,946


      $           81,977





      (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 charges related to impairment due to an underperforming store in Texas.

      (d)

      Represents expenses related to severance for former executives, signing and retention bonuses and other executive related expenses.

      (e)

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

      (f)

      Represents the following non-cash or other charges and income: (i) for all periods, amortization of gain related to sale-leaseback arrangements; (ii) for all periods, net gain/loss on the sale of non-core assets; and (iii) for all periods, severance charges, signing bonuses, professional fees, legal reserve adjustments and other.

      99 CENTS ONLY STORES LLC

      CONSOLIDATED BALANCE SHEETS

      (In thousands, except share data)



      July 31,

      2015


      January 30,

      2015


      (Unaudited)



      ASSETS




      Current Assets:




      Cash

      $            2,305


      $       12,463

      Accounts receivable, net of allowance for doubtful accounts of $49 and
         $58 at July 31, 2015 and January 30, 2015, respectively

      1,661


      1,954

      Income taxes receivable

      10,938


      10,911

      Deferred income taxes

      31,097


      41,583

      Inventories, net

      275,150


      296,040

      Assets held for sale

      8,138


      3,094

      Other

      12,491


      19,039





      Total current assets

      341,780


      385,084

      Property and equipment, net

      570,266


      581,020

      Deferred financing costs, net

      13,817


      15,463

      Intangible assets, net

      457,314


      460,311

      Goodwill

      479,745


      479,745

      Deposits and other assets

      7,759


      7,543





      Total assets

      $      1,870,681


      $   1,929,166









      LIABILITIES AND MEMBER'S EQUITY




      Current Liabilities:




      Accounts payable

      $           85,675


      $    139,287

      Payroll and payroll-related

      19,407


      20,004

      Sales tax

      6,305


      14,087

      Other accrued expenses

      40,924


      40,168

      Workers' compensation

      69,366


      70,491

      Current portion of long-term debt

      6,138


      6,138

      Current portion of capital and financing lease obligations

      823


      380





      Total current liabilities

      228,638


      290,555

      Long-term debt, net of current portion

      948,585


      901,395

      Unfavorable lease commitments, net

      6,980


      8,220

      Deferred rent

      25,488


      23,293

      Deferred compensation liability

      783


      724

      Capital and financing lease obligation, net of current portions

      34,440


      24,681

      Long-term deferred income taxes

      192,204


      170,678

      Other liabilities

      1,438


      1,868





      Total liabilities

      1,438,556


      1,421,414





      Commitments and contingencies




      Member's Equity:




      Member units – 100 units issued and outstanding at July 31, 2015 and January 30, 2015

      550,096


      549,135

      Investment in Number Holdings, Inc. preferred stock

      (19,200)


      (19,200)

      Accumulated deficit

      (98,115)


      (21,185)

      Other comprehensive loss

      (656)


      (998)





      Total equity

      432,125


      507,752





      Total liabilities and equity

      $      1,870,681


      $ 1,929,166





      99 CENTS ONLY STORES LLC

      CONSOLIDATED STATEMENTS OF OPERATIONS

      (In thousands)

      (Unaudited)










      For the Second Quarter Ended


      For the First Half Ended


      July 31,
      2015


      August 1,
      2014


      July 31,
      2015


      August 1,
      2014









      Net Sales:








      99¢ Only Stores

      $           477,327


      $         447,420


      $           972,135


      $        912,689

      Bargain Wholesale

      11,195


      10,787


      22,556


      23,415

      Total sales

      488,522


      458,207


      994,691


      936,104

      Cost of sales

      352,647


      310,453


      702,193


      631,224

      Gross profit

      135,875


      147,754


      292,498


      304,880

      Selling, general and administrative expenses

      154,544


      129,097


      304,716


      254,879

      Operating (loss) income

      (18,669)


      18,657


      (12,218)


      50,001









      Other (income) expense:








      Interest income

      —


      —


      (3)


      —

      Interest expense

      16,481


      15,467


      32,753


      30,896

        Total other expense, net

      16,481


      15,467


      32,750


      30,896

      (Loss) income before provision for income taxes

      (35,150)


      3,190


      (44,968)


      19,105

      Provision for income taxes

      42,951


      1,151


      31,962


      7,491

      Net (loss) income

      $           (78,101)


      $            2,039


      $        (76,930)


      $          11,614









      99 CENTS ONLY STORES LLC

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands)

      (Unaudited)



      For the First Half Ended


      July 31,
      2015


      August 1, 2014





      Cash flows from operating activities:




      Net (loss) income

      $           (76,930)


      $            11,614

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




      Depreciation

      32,667


      24,846

      Amortization of deferred financing costs and accretion of OID

      2,305


      2,178

      Amortization of intangible assets

      887


      894

      Amortization of favorable/unfavorable leases, net

      880


      329

      Gain on disposal of fixed assets

      (48)


      (32)

      Loss on interest rate hedge

      743


      683

      Long-lived assets impairment

      478


      —

      Deferred income taxes

      31,785


      —

      Stock-based compensation

      1,408


      1,402

      Changes in assets and liabilities associated with operating activities:




      Accounts receivable

      293


      102

      Inventories

      20,890


      (45,556)

      Deposits and other assets

      6,471


      795

      Accounts payable

      (38,902)


      33,663

      Accrued expenses

      (7,623)


      (2,232)

      Accrued workers' compensation

      (1,125)


      (2,417)

      Income taxes

      (27)


      1,704

      Deferred rent

      2,195


      2,812

      Other long-term liabilities

      1,046


      (3,377)

       Net cash (used in) provided by operating activities

      (22,607)


      27,408





      Cash flows from investing activities:




      Purchases of property and equipment

      (43,685)


      (43,866)

      Proceeds from sale of property and fixed assets

      1,439


      27





      Net cash used in investing activities

      (42,246)


      (43,839)









      Cash flows from financing activities:




      Payments of long-term debt

      (3,069)


      (3,069)

      Proceeds under revolving credit facility

      275,450


      —

      Payments under revolving credit facility

      (225,850)


      —

      Proceeds from financing lease obligations

      8,666


      —

      Payments of capital and financing lease obligations

      (55)


      (44)

      Payments to repurchase stock options of Number Holdings, Inc

      (390)


      (76)

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

      (57)


      —

      Bank overdraft

      —


      422





      Net cash provided by (used in) financing activities

      54,695


      (2,767)





      Net decrease in cash

      (10,158)


      (19,198)

      Cash - beginning of period

      12,463


      34,842

      Cash - end of period

      $                2,305


      $             15,644

      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 30, 2015. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

      (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.

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