UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
(
(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 | ||
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 2.02 | Results of Operations and Financial Condition |
On November 4, 2021, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) 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 8.01 | Other Events |
Special Dividend
After review and consideration of capital allocation alternatives with its financial advisor, the Independent Transaction Committee of the Board of Directors of the Company (the “Board”) unanimously recommended that the Board approve a special dividend of $0.65 per share. The members of the Board unanimously approved this recommendation on November 2, 2021.
On November 4, 2021, the Company announced that the Board declared a special dividend of $0.65 per share payable on December 3, 2021, to the Company’s shareholders of record at the close of business on November 19, 2021. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.
Forward Looking Statements
This Current Report 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 and any statements with respect to dividends and timing, methods, and payment of same. 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.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 99.1 | Earnings Press Release of Tile Shop Holdings, Inc., dated November 4, 2021. |
| 99.2 | Dividend Press Release of Tile Shop Holdings, Inc., dated November 4, 2021. |
| 104 | Cover 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: November 4, 2021 | Name: Nancy DiMattia | |
| Title: Chief Financial Officer | ||
Exhibit 99.1
THE TILE SHOP REPORTS Third Quarter 2021 RESULTS
MINNEAPOLIS – November 4, 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 third quarter ended September 30, 2021.
Third Quarter Summary
Net Sales Increased 13.2%
Comparable Store Sales Increased 12.8%
Gross Margin of 68.2%
Net income of $2.2 Million; Adjusted EBITDA of $10.4 Million
Diluted Earnings per Share $0.04
Management Commentary – Cabell Lolmaugh, CEO
“Our net sales results represent the highest level of third quarter revenue in our company history. While we’re pleased with the overall sales results, we are seeing an increase in the cost to purchase products from our suppliers as well as the cost to ship inventory from our suppliers to our distribution centers. We have and will continue to take steps to protect our gross margin. In addition, our selling, general and administrative costs have increased as we take steps to fund initiatives that position us for growth. We’re excited to see the results that we’ve been able to generate to date and believe that these investments will position us for continued growth in the future.”
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (unaudited, dollars in thousands, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Net sales | $ | 92,240 | $ | 81,492 | $ | 280,517 | $ | 243,501 | ||||||||
| Net sales (decline) growth(1) | 13.2 | % | (5.2 | )% | 15.2 | % | (7.0 | )% | ||||||||
| Comparable store sales (decline) growth(2) | 12.8 | % | (6.5 | )% | 14.9 | % | (8.3 | )% | ||||||||
| Gross margin rate | 68.2 | % | 67.9 | % | 69.0 | % | 68.0 | % | ||||||||
| Income from operations as a % of net sales | 3.4 | % | 3.6 | % | 6.3 | % | 1.5 | % | ||||||||
| Net income | $ | 2,175 | $ | 1,914 | $ | 12,966 | $ | 4,656 | ||||||||
| Net income per diluted share | $ | 0.04 | $ | 0.04 | $ | 0.25 | $ | 0.09 | ||||||||
| Adjusted EBITDA | $ | 10,407 | $ | 11,124 | $ | 40,487 | $ | 29,110 | ||||||||
| Adjusted EBITDA as a % of net sales | 11.3 | % | 13.7 | % | 14.4 | % | 12.0 | % | ||||||||
| 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. |
third QUARTER 2021
Net Sales
Net sales for the third quarter of 2021 increased $10.7 million, or 13.2%, compared with the third quarter of 2020. The sales results during the three months ended September 30, 2020 were adversely impacted by the ongoing COVID-19 pandemic, which resulted in reduced store hours, lower levels of traffic and an overall decrease in sales. Over the last 12 months, we have seen improved sales due to strong demand for home improvement products, which, combined with the execution of the Company’s strategy and an improvement in average ticket have contributed to a 12.8% increase in sales at comparable stores during the three months ended September 30, 2021.
Gross Profit
Gross profit for the third quarter of 2021 increased $7.6 million, or 13.8%, compared with the third quarter of 2020, primarily due to the increase in sales. The gross margin rate was 68.2% and 67.9% for the three months ended September 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, partially offset by increased costs for our products during the three months ended September 30, 2021 compared to the three months ended September 30, 2020.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses for the third quarter of 2021 increased $7.4 million, or 14.1%, compared with the third quarter of 2020. The increase in selling, general and administrative expenses was largely attributable to an increase in expenses as the Company has resumed normal business operations and included a $1.7 million increase in staffing costs, $0.5 million increase in marketing expenses, a $0.4 million increase in travel expenses, a $0.4 million increase in store maintenance expenses and a $0.3 million increase in recruiting expenses. Additionally, variable compensation costs increased by $1.1 million and technology consulting costs increased by $0.7 million. The increase in selling, general and administrative expenses during the three months ended September 30, 2021 also included $0.7 million related to asset impairment.
Provision for Income Taxes
The provision for income taxes for the third quarter of 2021 increased $0.1 million compared with the third 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 three months ended September 30, 2021 and 2020 was 26.4% and 28.1%, respectively.
Inventory
Inventory increased $7.8 million from $68.9 million at the end of the second quarter of 2021 to $76.7 million at the end of the third quarter.
SPECIAL DIVIDEND
The Board of Directors has declared a special dividend of $0.65 per common share. The dividend is payable on December 3, 2021 to shareholders of record at the close of business on November 19, 2021.
NON-GAAP INFORMATION
Adjusted EBITDA
Adjusted EBITDA for the third quarter of 2021 was $10.4 million compared with $11.1 million for the third quarter of 2020. See the table below for a reconciliation of GAAP net income to Adjusted EBITDA.
| Three Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| ($ in thousands, unaudited) | 2021 | % of net sales | 2020 | % of net sales(1) | ||||||||||||
| GAAP net income | $ | 2,175 | 2.4 | % | $ | 1,914 | 2.3 | % | ||||||||
| Interest expense | 204 | 0.2 | 239 | 0.3 | ||||||||||||
| Provision (benefit) for income taxes | 779 | 0.8 | 748 | 0.9 | ||||||||||||
| Depreciation and amortization | 6,689 | 7.3 | 7,656 | 9.4 | ||||||||||||
| Stock-based compensation | 560 | 0.6 | 567 | 0.7 | ||||||||||||
| Adjusted EBITDA | $ | 10,407 | 11.3 | % | $ | 11,124 | 13.7 | % | ||||||||
| Nine Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| ($ in thousands, unaudited) | 2021 | % of net sales(1) | 2020 | % of net sales(1) | ||||||||||||
| GAAP net income | $ | 12,966 | 4.6 | % | $ | 4,656 | 1.9 | % | ||||||||
| Interest expense | 517 | 0.2 | 1,646 | 0.7 | ||||||||||||
| Provision (benefit) for income taxes | 4,197 | 1.5 | (2,601 | ) | (1.1 | ) | ||||||||||
| Depreciation and amortization | 20,948 | 7.5 | 23,738 | 9.7 | ||||||||||||
| Stock-based compensation | 1,859 | 0.7 | 1,671 | 0.7 | ||||||||||||
| Adjusted EBITDA | $ | 40,487 | 14.4 | % | $ | 29,110 | 12.0 | % | ||||||||
(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 four quarters as of the end of the third quarter in 2021 compared to (0.4)% for the trailing twelve months as of the end of the third quarter in 2020. See the Pretax Return on Capital Employed calculation in the table below.
| September 30, | ||||||||
| ($ in thousands, unaudited) | 2021(1) | 2020(1) | ||||||
| Income (loss) from Operations (trailing twelve months) | $ | 20,355 | $ | (712 | ) | |||
| Total Assets | 353,491 | 378,380 | ||||||
| Less: Accounts payable | (16,909 | ) | (15,605 | ) | ||||
| Less: Income tax payable | (222 | ) | (110 | ) | ||||
| Less: Other accrued liabilities | (40,322 | ) | (35,986 | ) | ||||
| Less: Lease liability | (144,787 | ) | (154,962 | ) | ||||
| Less: Other long-term liabilities | (4,511 | ) | (4,185 | ) | ||||
| Capital Employed | 146,740 | 167,532 | ||||||
| Pretax Return on Capital Employed | 13.9 | % | (0.4 | )% | ||||
(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 remain 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 potential impact of the proposed federal vaccination mandate on the Company’s labor supply and future results of operations; 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.
3
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 selling, general and administrative (sometimes referred to as “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 pandemic has had a significant impact on the Company’s supply chain. During the third quarter of 2021, the Company continued to experience elevated levels of product shortages, 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. Additionally, many of the Company’s vendors have begun to communicate price increases in response to inflationary cost pressure, which, combined with escalated international shipping rates, is resulting in an increase in the cost of the Company’s inventory and corresponding pressure on its gross margin rates. In response to this cost pressure, the Company has adjusted, and plans to continue to adjust, its pricing.
On September 9, 2021, President Biden announced a proposed new rule that would require all employers with at least 100 employees to ensure that their employees are fully vaccinated or require unvaccinated workers to obtain a negative test at least once a week. The Department of Labor’s Occupational Safety and Health Administration (“OSHA”) is currently drafting an emergency regulation to carry out this mandate. It is not currently possible to predict with any certainty the exact impact of the proposed new regulation. As a company with more than 100 employees, the Company will be required to mandate COVID-19 vaccination of its workforce or require its unvaccinated employees to be tested weekly. This mandate, when issued, could result in employee attrition and difficulty satisfying future labor needs and may have an adverse effect on future profit margins. The Company remains steadfast in its commitment to taking actions to ensure the safety of its labor force.
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; labor shortages resulting from various factors, including mandatory vaccination requirements; 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 us 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 October 28, 2021, the Company will host a conference call via webcast for investors and other interested parties beginning at 9:00 Eastern Time on Thursday, November 4, 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
4
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 and any statements with respect to dividends and timing, methods and payment of same. 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.
5
Tile Shop Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands, except share data)
| (Unaudited) | (Audited) | |||||||
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 44,264 | $ | 9,617 | ||||
| Restricted cash | 655 | 655 | ||||||
| Receivables, net | 3,331 | 2,975 | ||||||
| Inventories | 76,697 | 74,296 | ||||||
| Income tax receivable | 8,580 | 8,116 | ||||||
| Other current assets, net | 8,084 | 8,995 | ||||||
| Total Current Assets | 141,611 | 104,654 | ||||||
| Property, plant and equipment, net | 86,897 | 99,035 | ||||||
| Right of use asset | 125,258 | 132,374 | ||||||
| Deferred tax assets | 6,177 | 5,341 | ||||||
| Other assets | 921 | 1,286 | ||||||
| Total Assets | $ | 360,864 | $ | 342,690 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 19,450 | $ | 15,382 | ||||
| Income tax payable | 502 | 93 | ||||||
| Current portion of lease liability | 27,315 | 27,223 | ||||||
| Other accrued liabilities | 41,208 | 34,106 | ||||||
| Total Current Liabilities | 88,475 | 76,804 | ||||||
| Long-term debt, net | - | - | ||||||
| Long-term lease liability, net | 114,261 | 122,678 | ||||||
| Other long-term liabilities | 5,050 | 4,146 | ||||||
| Total Liabilities | 207,786 | 203,628 | ||||||
| Stockholders’ Equity: | ||||||||
| Common stock, par value $0.0001; authorized: 100,000,000 shares; issued and outstanding: 51,984,269 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 | 159,594 | 158,556 | ||||||
| Accumulated deficit | (6,521 | ) | (19,487 | ) | ||||
| Accumulated other comprehensive loss | - | (12 | ) | |||||
| Total Stockholders' Equity | 153,078 | 139,062 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 360,864 | $ | 342,690 | ||||
6
Tile Shop Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
($ in thousands, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net sales | $ | 92,240 | $ | 81,492 | $ | 280,517 | $ | 243,501 | ||||||||
| Cost of sales | 29,291 | 26,188 | 86,957 | 77,828 | ||||||||||||
| Gross profit | 62,949 | 55,304 | 193,560 | 165,673 | ||||||||||||
| Selling, general and administrative expenses | 59,791 | 52,403 | 175,880 | 161,972 | ||||||||||||
| Income from operations | 3,158 | 2,901 | 17,680 | 3,701 | ||||||||||||
| Interest expense | (204 | ) | (239 | ) | (517 | ) | (1,646 | ) | ||||||||
| Income before income taxes | 2,954 | 2,662 | 17,163 | 2,055 | ||||||||||||
| (Provision) benefit for income taxes | (779 | ) | (748 | ) | (4,197 | ) | 2,601 | |||||||||
| Net income | $ | 2,175 | $ | 1,914 | $ | 12,966 | $ | 4,656 | ||||||||
| Income per common share: | ||||||||||||||||
| Basic | $ | 0.04 | $ | 0.04 | $ | 0.26 | $ | 0.09 | ||||||||
| Diluted | $ | 0.04 | $ | 0.04 | $ | 0.25 | $ | 0.09 | ||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 50,545,761 | 50,009,000 | 50,305,455 | 49,926,083 | ||||||||||||
| Diluted | 51,384,034 | 50,687,558 | 51,069,853 | 50,321,146 | ||||||||||||
Tile Shop Holdings, Inc. and Subsidiaries
Rate Analysis
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Gross margin rate | 68.2 | % | 67.9 | % | 69.0 | % | 68.0 | % | ||||||||
| SG&A expense rate | 64.8 | % | 64.3 | % | 62.7 | % | 66.5 | % | ||||||||
| Income from operations margin rate | 3.4 | % | 3.6 | % | 6.3 | % | 1.5 | % | ||||||||
| Adjusted EBITDA margin rate | 11.3 | % | 13.7 | % | 14.4 | % | 12.0 | % | ||||||||
7
Tile Shop Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income | $ | 12,966 | $ | 4,656 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 20,948 | 23,738 | ||||||
| Amortization of debt issuance costs | 227 | 398 | ||||||
| Loss on disposals of property, plant and equipment | 14 | - | ||||||
| Impairment charges | 720 | 2,155 | ||||||
| Non-cash lease expense | 18,605 | 17,895 | ||||||
| Stock based compensation | 1,859 | 1,671 | ||||||
| Deferred income taxes | (836 | ) | 741 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | (356 | ) | 70 | |||||
| Inventories | (2,401 | ) | 24,666 | |||||
| Other current assets, net | 1,051 | (1,953 | ) | |||||
| Accounts payable | 4,304 | (2,677 | ) | |||||
| Income tax receivable / payable | (56 | ) | (4,576 | ) | ||||
| Accrued expenses and other liabilities | (12,655 | ) | (9,437 | ) | ||||
| Net cash provided by operating activities | 44,390 | 57,347 | ||||||
| Cash Flows From Investing Activities | ||||||||
| Purchases of property, plant and equipment | (8,933 | ) | (1,315 | ) | ||||
| Net cash used in investing activities | (8,933 | ) | (1,315 | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Payments of long-term debt and financing lease obligations | - | (120,262 | ) | |||||
| Advances on line of credit | - | 64,100 | ||||||
| Employee taxes paid for shares withheld | (821 | ) | (116 | ) | ||||
| Net cash used in financing activities | (821 | ) | (56,278 | ) | ||||
| Effect of exchange rate changes on cash | 11 | 23 | ||||||
| Net change in cash, cash equivalents and restricted cash | 34,647 | (223 | ) | |||||
| Cash, cash equivalents and restricted cash beginning of period | 10,272 | 9,919 | ||||||
| Cash, cash equivalents and restricted cash end of period | $ | 44,919 | $ | 9,696 | ||||
| Cash and cash equivalents | $ | 44,264 | $ | 8,961 | ||||
| Restricted cash | 655 | 735 | ||||||
| Cash, cash equivalents and restricted cash end of period | $ | 44,919 | $ | 9,696 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Purchases of property, plant and equipment included in accounts payable and accrued expenses | $ | 237 | $ | 8 | ||||
| Cash paid for interest | 565 | 1,797 | ||||||
| Cash paid for income taxes, net | 5,088 | 1,208 | ||||||
8
Exhibit 99.2
The Tile Shop Declares Special Dividend of $0.65 Per Share
MINNEAPOLIS, November 4, 2021 (GLOBE NEWSWIRE) — 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 that the Board of Directors of the Company (the “Board”) has declared a special dividend of $0.65 per share payable on December 3, 2021 to the Company’s shareholders of record at the close of business on November 19, 2021. After review and consideration of capital allocation alternatives with its financial advisor, the Independent Transaction Committee of the Board has unanimously recommended that the Board approve a special dividend of $0.65 per share, and the members of the Board have unanimously approved this recommendation.
Cabell Lolmaugh, Chief Executive Officer, stated, “Our 2021 financial results reported this morning through the end of the third quarter were highlighted by an increase in revenue, improvement in operating margins and strong cash flow. Given our cash balance, we are pleased to be in a position to return capital to our shareholders through the form of a special dividend.”
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 and any statements with respect to dividends and timing, methods, and payment of same. 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.
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.
About The Tile Shop
The Tile Shop (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.
Investor Contact: Mark Davis
Email: mark.davis@tileshop.com
Phone: (763) 852-2978
2