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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): August 5, 2021

 

TILE SHOP HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware   001-35629   45-5538095
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

  

14000 Carlson Parkway, Plymouth, Minnesota 55441

(Address of principal executive offices, including ZIP code)

 

(763) 852-2950

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   TTSH   The Nasdaq Stock Market LLC

   

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

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.    ¨

 

 

 

 

 

 

Item 2.02Results of Operations and Financial Condition

 

On August 5, 2021, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been 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 liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits.

 

99.1Press Release of Tile Shop Holdings, Inc., dated August 5, 2021.

 

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 hereunto duly authorized.

 

  TILE SHOP HOLDINGS, INC.
   
        
  By /s/ Nancy DiMattia
Date: August 5, 2021 Name: Nancy DiMattia      
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

THE TILE SHOP REPORTS Second Quarter 2021 RESULTS

 

MINNEAPOLIS – August 5, 2021 – Tile Shop Holdings, Inc. (Nasdaq: TTSH) (the “Company”), a specialty retailer of natural stone and man-made tiles, setting and maintenance materials, and related accessories, today announced results for its second quarter ended June 30, 2021.

 

Second Quarter Summary

 

Net Sales Increased 42.0%

Comparable Store Sales Increased 41.6%

Gross Margin of 69.1%

Net income of $5.5 Million; Adjusted EBITDA of $15.4 Million

Diluted Earnings per Share $0.11

 

Management Commentary – Cabell Lolmaugh, CEO

 

“The strong execution by the Tile Shop team made it possible for us to take advantage of the strong demand for home improvement products and help us establish a new quarterly sales record,” stated Cabell Lolmaugh, CEO. “We have made significant progress toward achieving our goals of growing revenue and improving our overall profitability in 2021.”

 

   Three Months Ended   Six Months Ended 
(unaudited, amounts in thousands, except per  June 30,   June 30, 
share data)  2021   2020   2021   2020 
Net sales  $96,193   $67,730   $188,277   $162,009 
Net sales growth (decline)(1)   42.0%   (23.8)%   16.2%   (7.9)%
Comparable store sales growth (decline)(2)   41.6%   (24.7)%   16.0%   (9.2)%
Gross margin rate   69.1%   67.1%   69.4%   68.1%
Income (loss) from operations as a % of net sales   7.9%   (2.6)%   7.7%   0.5%
Net income (loss)  $5,494   $(760)  $10,791   $2,742 
Net income (loss) per diluted share  $0.11   $(0.02)  $0.21   $0.05 
Adjusted EBITDA  $15,385   $6,611   $30,080   $17,986 
Adjusted EBITDA as a % of net sales   16.0%   9.8%   16.0%   11.1%
Number of stores open at the end of period   143    142    143    142 

 

(1)As compared to the prior year period.
(2)The comparable store sales operating metric is the percentage change in sales of comparable stores period over period. A store is considered comparable on the first day of the 13th full month of operation. When a store is relocated, it is excluded from the comparable store sales calculation. Comparable store sales includes total charges to customers less any actual returns. The Company includes the change in allowance for anticipated sales returns applicable to comparable stores in the comparable store sales calculation. Comparable store sales data reported by other companies may be prepared on a different basis and therefore may not be useful for purposes of comparing the Company’s results to those of other businesses. Company management believes the comparable store sales operating metric provides useful information to both management and investors to evaluate the Company’s performance, the effectiveness of its strategy and its competitive position.

 

Second QUARTER 2021

 

Net Sales

 

Net sales increased $28.5 million, or 42.0%, to $96.2 million in the second quarter of 2021 from $67.7 million in the second quarter of 2020. The sales results during the three months ended June 30, 2020 were adversely impacted by the onset of COVID-19 in the United States and the shelter in place restrictions implemented by many state and local governments in response to the pandemic. This resulted in store closures, reduced store hours, lower levels of traffic and an overall decrease in sales during the three months ended June 30, 2020. Over the last year, we have seen restrictions ease, the rollout of a vaccinations in the United States, and strong demand trends for home improvement products. These factors combined with the execution of the Company’s strategy have helped drive improvements in traffic and average ticket resulting in a 41.6% increase in sales at comparable stores.

 

 

 

Gross Profit

 

Gross profit increased $21.0 million, or 46.3%, to $66.4 million in the second quarter of 2021 from $45.4 million in the second quarter of 2020, primarily due to an increase in sales. The gross margin rate was 69.1% and 67.1% for the three months ended June 30, 2021 and 2020, respectively. The increase in gross margin rate was primarily driven by better pricing and an improvement in customer delivery collection rates during the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative (“SG&A”) expenses increased $11.6 million, or 24.6%, to $58.8 million in the second quarter of 2021 from $47.2 million in the second quarter of 2020. The increase in selling, general and administrative expenses is largely due to a $6.2 million increase in variable selling expenses, a $1.5 million increase in transportation costs, a $1.5 million increase in wages largely due to an increase in headcount, a $0.9 million increase in consulting and temporary labor costs, and a $0.5 million increase in marketing expenses.

 

Provision for Income Taxes

 

The provision for income taxes increased $3.6 million to $2.0 million of income tax expense in the second quarter of 2021 from an income tax benefit of $1.6 million during the second quarter of 2020. The increase in the provision for income tax was largely due to the increase in income before taxes. Our effective tax rate for the quarter ended June 30, 2021 and 2020 was 26.4% and 67.7%, respectively. The Company’s effective tax rate during the quarter June 30, 2020 included adjustments resulting from the enactment of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which gave the Company the ability to carry back federal net operating losses to years with a federal statutory rate of 35%.

 

Inventory

 

Inventory decreased $5.4 million to $68.9 million at the end of the second quarter in 2021 from $74.3 million at the end of the fourth quarter of 2020.

 

NON-GAAP INFORMATION

 

Adjusted EBITDA

 

Adjusted EBITDA for the second quarter of 2021 was $15.4 million compared with $6.6 million for the second quarter of 2020. See the table below for a reconciliation of GAAP net income to Adjusted EBITDA.

 

   Three Months Ended 
($ in thousands, unaudited)  June 30, 
   2021   % of net sales   2020   % of net sales(1) 
GAAP net income (loss)  $5,494    5.7%  $(760)   (1.1)%
Interest expense   145    0.2    559    0.8 
Provision (benefit) for income taxes   1,975    2.1    (1,593)   (2.4)
Depreciation and amortization   7,065    7.3    7,867    11.6 
Stock-based compensation   706    0.7    538    0.8 
Adjusted EBITDA  $15,385    16.0%  $6,611    9.8%

 

 

   Six Months Ended 
($ in thousands, unaudited)  June 30, 
   2021   % of net sales   2020   % of net sales 
GAAP net income  $10,791    5.7%  $2,742    1.7%
Interest expense   313    0.2    1,407    0.9 
Provision (benefit) for income taxes   3,418    1.8    (3,349)   (2.1)
Depreciation and amortization   14,259    7.6    16,082    9.9 
Stock-based compensation   1,299    0.7    1,104    0.7 
Adjusted EBITDA  $30,080    16.0%  $17,986    11.1%

 

(1) Amounts do not foot due to rounding.

 

2

 

 

Pretax Return on Capital Employed

 

Pretax Return on Capital Employed was 13.9% for the trailing twelve months as of the end of the second quarter in 2021 compared to (2.3)% for the trailing twelve months as of the end of the second quarter in 2020. See the Pretax Return on Capital Employed calculation in the table below.

 

($ in thousands, unaudited)  June 30, 
   2021(1)   2020(1) 
Income (loss) from Operations (trailing twelve months)  $20,099   $(4,249)
           
Total Assets   354,776    389,968 
Less: Accounts payable   (15,946)   (16,670)
Less: Income tax payable   (125)   (85)
Less: Other accrued liabilities   (42,338)   (30,136)
Less: Lease liability   (147,622)   (158,018)
Less: Other long-term liabilities   (4,244)   (4,061)
Capital Employed  $144,501   $180,998 
           
Pretax Return on Capital Employed   13.9%   (2.3)%

 

(1) Income statement accounts represent the activity for the trailing twelve months ended as of each of the balance sheet dates. Balance sheet accounts represent the average account balance for the four quarters ended as of each of the balance sheet dates.

 

Non-GAAP Financial Measures

 

The Company calculates Adjusted EBITDA by taking net income calculated in accordance with GAAP, and adjusting for interest expense, income taxes, depreciation and amortization, and stock-based compensation expense. Adjusted EBITDA margin is equal to Adjusted EBITDA divided by net sales. The Company calculates Pretax Return on Capital Employed by taking income (loss) from operations divided by capital employed. Capital employed equals total assets less accounts payable, income taxes payable, other accrued liabilities, lease liability and other long-term liabilities. Other companies may calculate both Adjusted EBITDA and Pretax Return on Capital Employed differently, limiting the usefulness of these measures for comparative purposes.

 

The Company believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Company management uses these non-GAAP measures to compare Company performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, for budgeting and planning purposes and for assessing the effectiveness of capital allocation over time. These measures are used in monthly financial reports prepared for management and the Board of Directors. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other specialty retailers, many of which present similar non-GAAP financial measures to investors.

 

Company management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitations of these non-GAAP financial measures are that they exclude significant expenses and income that are required by GAAP to be recognized in the Company’s consolidated financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. The Company urges investors to review the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate the business.

 

IMPACT OF THE COVID-19 PANDEMIC

 

In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. COVID-19 has negatively impacted public health and the global economy, disrupted global supply chains, and created volatility in financial markets. The continuing implications of COVID-19 on the Company remains uncertain and will depend on certain future developments, including the duration, scope and severity of the pandemic and the effects of new variants of COVID-19, some of which may be more virulent or transmissible than the initial strain; its impact on the Company’s employees, customers and suppliers; the range and timing of government mandated restrictions and other measures, including the reimplementation of previously lifted measures or imposition of new measures; and the success of the deployment and widespread adoption of approved COVID-19 vaccines and their effectiveness against new variants of COVID-19. This uncertainty could have a material impact on the accounting estimates and assumptions utilized to prepare the Company’s consolidated financial statements in future reporting periods, which could result in a material adverse impact on the Company’s financial position, results of operations and cash flows.

 

The COVID-19 pandemic had a significant impact on the Company’s operations during 2020. For instance, the Company experienced a sharp decline in traffic toward the end of the first quarter of 2020 following the onset of COVID-19 in the United States. In response, the Company took steps to reduce SG&A expenses by eliminating a portion of its workforce, reducing store hours, curtailing advertising spending, reducing the number of replenishment trucks sent from the Company’s distribution centers to its stores and limiting other SG&A spending when possible. As state and local governments started lifting restrictions toward the end of the second quarter of 2020, the Company saw an improvement in traffic and sales trends. Throughout the remainder of 2020, the Company took a cautious approach to investing in activities that would increase its SG&A expenses, which included operating its stores at a reduced hours schedule compared to the prior year. The Company also started experiencing elevated levels of product outages during second half of 2020 due to vendor production delays and other disruptions in its supply chain related to COVID-19.

 

3

 

 

The Company continued to experience elevated levels of product outages, which were partially due to vendor production delays and global shipping capacity constraints resulting, in part, from the impact of COVID-19. The Company continues to actively work with its vendors to secure delivery of backordered product.

 

While the Company is cautiously optimistic with the current business trend and the progress made distributing COVID-19 vaccinations in recent months, the continued sporadic outbreaks of COVID-19 cases occurring globally, as well as the ongoing spread of new COVID-19 variants, could have a negative impact on the Company. Specifically, the Company could be adversely impacted by limitations on its employees to perform their work due to illness caused by the pandemic or local, state or federal orders requiring stores to close or employees to remain home; limitations of carriers to deliver the Company’s products to customers; product shortages; limitations on the ability of the Company’s customers to conduct their business and purchase the Company’s products and services; and limitations on the ability of the Company’s customers to pay the Company in a timely manner. These events could have a material adverse effect on the Company’s results of operations, cash flows and liquidity. In addition, even after the COVID-19 pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of the economic impact of the pandemic.

 

WEBCAST AND CONFERENCE CALL

 

As announced on July 29, 2021, the Company will host a conference call via webcast for investors and other interested parties beginning at 9:00 Eastern Time on Thursday, August 5, 2021. The call will be hosted by Cabell Lolmaugh, CEO, Nancy DiMattia, CFO, and Mark Davis, Vice President of Investor Relations and Chief Accounting Officer.

 

Participants may access the webcast by visiting the Company’s Investor Relations page at www.tileshop.com. The call can also be accessed by dialing (844) 421-0597 or (716) 247-5787 for international participants. A webcast replay of the call will be available on the Company’s Investor Relations page at www.tileshop.com.

 

The Company intends to use its website, investors.tileshop.com, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Such disclosures will be included on the Company’s website under the heading News and Events. Accordingly, investors should monitor such portions of the Company’s website, in addition to following its press releases, Securities and Exchange Commission filings and public conference calls and webcasts.

 

Contact:

Investors and Media:

Mark Davis

763-852-2978

mark.davis@tileshop.com

 

ABOUT THE TILE SHOP

 

Tile Shop Holdings, Inc. (Nasdaq: TTSH), is a leading specialty retailer of natural stone and man-made tiles, setting and maintenance materials, and related accessories in the United States. The Tile Shop offers a wide selection of high-quality products, exclusive designs, knowledgeable staff and exceptional customer service in an extensive showroom environment. The Tile Shop currently operates 143 stores in 31 states and the District of Columbia.

 

The Tile Shop is a proud member of the American Society of Interior Designers (ASID), National Association of Homebuilders (NAHB), National Kitchen and Bath Association (NKBA), and the National Tile Contractors Association (NTCA). Visit www.tileshop.com. Join The Tile Shop (#thetileshop) on Facebook, Instagram, Pinterest and Twitter.

 

FORWARD LOOKING STATEMENTS

 

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward looking statements include any statements regarding the Company’s strategic and operational plan and expected financial performance. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward looking statements are based on information available at the time such statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements, including but not limited to unforeseen events that may affect the retail market or the performance of the Company’s stores. Many of the Company’s risks have been, and may further be, exacerbated by the COVID-19 pandemic. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Investors are referred to the most recent reports filed with the Securities and Exchange Commission by the Company.

 

4

 

 

Tile Shop Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

($ in thousands, except share data)

 

   (Unaudited)   (Audited) 
   June 30,   December 31, 
   2021   2020 
Assets          
Current assets:          
Cash and cash equivalents  $44,750   $9,617 
Restricted cash   655    655 
Receivables, net   3,273    2,975 
Inventories   68,933    74,296 
Income tax receivable   8,911    8,116 
Other current assets, net   7,061    8,995 
Total Current Assets   133,583    104,654 
Property, plant and equipment, net   91,376    99,035 
Right of use asset   124,771    132,374 
Deferred tax assets   5,515    5,341 
Other assets   1,200    1,286 
Total Assets  $356,445   $342,690 
           
Liabilities and Stockholders' Equity          
Current liabilities:          
Accounts payable  $16,002   $15,382 
Income tax payable   128    93 
Current portion of lease liability   28,640    27,223 
Other accrued liabilities   42,708    34,106 
Total Current Liabilities   87,478    76,804 
Long-term debt, net   -    - 
Long-term lease liability, net   113,234    122,678 
Other long-term liabilities   5,275    4,146 
Total Liabilities   205,987    203,628 
           
Stockholders’ Equity:          
Common stock, par value $0.0001; authorized: 100,000,000 shares; issued and outstanding: 51,912,689 and 51,701,080 shares, respectively   5    5 
Preferred stock, par value $0.0001; authorized: 10,000,000 shares; issued and outstanding: 0 shares   -    - 
Additional paid-in capital   159,149    158,556 
Accumulated deficit   (8,696)   (19,487)
Accumulated other comprehensive loss   -    (12)
Total Stockholders' Equity   150,458    139,062 
Total Liabilities and Stockholders' Equity  $356,445   $342,690 

 

5

 

 

Tile Shop Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

($ in thousands, except per share data)

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2021   2020   2021   2020 
Net sales  $96,193   $67,730   $188,277   $162,009 
Cost of sales   29,768    22,316    57,666    51,640 
Gross profit   66,425    45,414    130,611    110,369 
Selling, general and administrative expenses   58,811    47,208    116,089    109,569 
Income (loss) from operations   7,614    (1,794)   14,522    800 
Interest expense   (145)   (559)   (313)   (1,407)
Income (loss) before income taxes   7,469    (2,353)   14,209    (607)
(Provision) benefit for income taxes   (1,975)   1,593    (3,418)   3,349 
Net income (loss)  $5,494   $(760)  $10,791   $2,742 
                     
Income (loss) per common share:                    
Basic  $0.11   $(0.02)  $0.22   $0.05 
Diluted  $0.11   $(0.02)  $0.21   $0.05 
                     
Weighted average shares outstanding:                    
Basic   50,259,945    49,926,267    50,183,310    49,884,169 
Diluted   51,333,949    49,926,267    51,183,259    50,052,990 

 

Tile Shop Holdings, Inc. and Subsidiaries

Rate Analysis

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2021   2020   2021   2020 
Gross margin rate   69.1%   67.1%   69.4%   68.1%
SG&A expense rate   61.1%   69.7%   61.7%   67.6%
Income (loss) from operations margin rate   7.9%   (2.6)%   7.7%   0.5%
Adjusted EBITDA margin rate   16.0%   9.8%   16.0%   11.1%

 

6

 

 

Tile Shop Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

 

   Six Months Ended 
   June 30, 
   2021   2020 
Cash Flows From Operating Activities          
Net income  $10,791   $2,742 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   14,259    16,082 
Amortization of debt issuance costs   151    298 
Loss on disposals of property, plant and equipment   14    - 
Impairment charges   -    2,155 
Non-cash lease expense   12,393    12,353 
Stock based compensation   1,299    1,104 
Deferred income taxes   (174)   3,058 
Changes in operating assets and liabilities:          
Receivables   (297)   145 
Inventories   5,363    18,567 
Other current assets, net   1,870    908 
Accounts payable   1,010    (4,939)
Income tax receivable / payable   (760)   (6,445)
Accrued expenses and other liabilities   (3,934)   (5,040)
Net cash provided by operating activities   41,985    40,988 
Cash Flows From Investing Activities          
Purchases of property, plant and equipment   (6,157)   (929)
Net cash used in investing activities   (6,157)   (929)
Cash Flows From Financing Activities          
Payments of long-term debt and financing lease obligations   -    (97,223)
Advances on line of credit   -    56,099 
Employee taxes paid for shares withheld   (706)   (93)
Net cash used in financing activities   (706)   (41,217)
Effect of exchange rate changes on cash   11    (10)
Net change in cash, cash equivalents and restricted cash   35,133    (1,168)
Cash, cash equivalents and restricted cash beginning of period   10,272    9,919 
Cash, cash equivalents and restricted cash end of period  $45,405   $8,751 
           
Cash and cash equivalents  $44,750   $7,936 
Restricted cash   655    815 
Cash, cash equivalents and restricted cash end of period  $45,405   $8,751 
           
Supplemental disclosure of cash flow information          
Purchases of property, plant and equipment included in accounts payable and accrued expenses  $391   $103 
Cash paid for interest   361    1,445 
Cash paid for income taxes, net   4,352    22 

 

7