UNITES 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): October 20, 2015
TILE SHOP HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware |
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001-35629 |
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45-5538095 |
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14000 Carlson Parkway, Plymouth, Minnesota 55441 |
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(763) 852-2988 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02 |
Results of Operations and Financial Condition. |
On October 20, 2015, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2015. 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.
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Financial Statements and Exhibits. | |
(d) Exhibits.
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99.1 Press Release of Tile Shop Holdings, Inc., dated October 20, 2015. |
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.
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TILE SHOP HOLDINGS, INC. |
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By /s/ Kirk L. Geadelmann |
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Date: October 20, 2015 |
Name: Kirk. L Geadelmann |
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Title: Chief Financial Officer |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TILE SHOP HOLDINGS, INC.
EXHIBIT INDEX TO FORM 8-K
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Date of Report: |
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Commission File No.: |
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October 20, 2015 |
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001-35629 |
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Exhibit No. |
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Item |
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99.1 |
Press Release of Tile Shop Holdings, Inc., dated October 20, 2015. | |
Exhibit 99.1
THE TILE SHOP REPORTS THIRD QUARTER 2015 RESULTS
9.7% Comparable Store Sales Growth
79.8% Operating Income Growth
19.3% Adjusted EBITDA Margin, 40.0% Adjusted EBITDA Growth
Diluted Earnings per Share of $0.07, growth of 133.3%
Non-GAAP Diluted Earnings per Share of $0.08, growth of 166.7%
MINNEAPOLIS – October 20, 2015 – Tile Shop Holdings, Inc. (NASDAQ: TTS) (the “Company”), a specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, and related accessories, today announced results for its third quarter ended September 30, 2015.
Net sales grew 15.3% to $72.4 million for the quarter ended September 30, 2015 compared with $62.8 million for the third quarter of 2014. The $9.6 million increase in sales was due to a comparable store sales increase of 9.7%, or $6.1 million in the quarter and incremental net sales of $3.5 million from stores not included in the comparable store base.
“We are pleased to report a very strong third quarter” said Chris Homeister, CEO. “The progress made on our key initiatives continues to yield positive returns, and our third quarter represented an important milestone in delivering improved operating leverage and significant earnings growth versus last year. Meaningful sequential improvements in both comparable store sales growth and gross margin were key to our results”.
Gross margin was 70.0% for the quarter compared with 69.2% for the third quarter of 2014. The gross margin rate improvement in the third quarter was primarily driven by reduced discounting and improved margin on customer delivery revenue. Gross margin for the nine months ended September 30, 2015 was 69.2%.
Selling, general and administrative costs for the third quarter were $44.0 million compared with $39.8 million for the third quarter of 2014. The $4.2 million increase was primarily driven by the costs associated with opening and operating new stores and variable expenses associated with revenue growth.
The Company opened one new store in the third quarter of 2015 in Haltom City, Texas, in the existing Dallas, Texas market. As of the end of the quarter, the Company operates 111 stores in 31 states.
For the nine months ended September 30, 2015, net sales grew 14.0% from $193.9 million in 2014 to $221.1 million in 2015. Comparable store sales for the nine month period increased 6.6%.
Non-GAAP Information
The Company presents non-GAAP net income and Adjusted EBITDA to provide useful information to investors regarding the Company’s normalized operating performance.
On a non-GAAP basis, net income for the quarter was $3.9 million, compared to $1.6 million in the comparable prior year period. Non-GAAP diluted earnings per share for the quarter ended September 30, 2015 were $0.08. Non-GAAP diluted earnings per share for the quarter ended September 30, 2014 were $0.03.
See the “Non-GAAP Net Income” table and the “Non-GAAP Financial Measures” section below for a reconciliation of non-GAAP to GAAP net income.
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Non-GAAP Net Income ($ in thousands, except share and per share data) |
Three months ended September 30, |
Nine months ended September 30, |
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2015 |
2014 |
2015 |
2014 |
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Reported income before income taxes |
$ | 6,197 | $ | 2,510 | $ | 20,295 | $ | 15,072 | ||||||||
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Loss on extinguishment of debt |
- | - | 194 | - | ||||||||||||
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Special charges |
162 | 191 | 952 | 1,544 | ||||||||||||
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Non-GAAP net income before taxes |
6,359 | 2,701 | 21,441 | 16,616 | ||||||||||||
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Provision for income taxes |
2,500 | 1,083 | 8,858 | 6,646 | ||||||||||||
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Non-GAAP net income |
$ | 3,859 | $ | 1,618 | $ | 12,583 | $ | 9,970 | ||||||||
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Weighted average basic shares outstanding |
51,161,348 | 51,016,487 | 51,137,650 | 51,006,610 | ||||||||||||
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Weighted average diluted shares outstanding |
51,424,979 | 51,066,497 | 51,254,547 | 51,103,216 | ||||||||||||
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Basic earnings per share |
$ | 0.08 | $ | 0.03 | $ | 0.25 | $ | 0.20 | ||||||||
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Diluted earnings per share |
$ | 0.08 | $ | 0.03 | $ | 0.25 | $ | 0.20 | ||||||||
For the third quarter of 2015, Adjusted EBITDA was $13.9 million compared with $10.0 million for the third quarter of 2014, representing 40.0% growth. See the “Adjusted EBITDA” table and the “Non-GAAP Financial Measures” section below for a reconciliation of net income to Adjusted EBITDA.
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Adjusted EBITDA ($ in thousands) |
Three months ended September 30, |
Nine months ended September 30, |
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2015 |
2014 |
2015 |
2014 |
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Net income |
$ | 3,761 | $ | 1,504 | $ | 11,910 | $ | 9,041 | ||||||||
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Interest expense |
503 | 906 | 2,101 | 2,352 | ||||||||||||
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Income taxes |
2,436 | 1,006 | 8,385 | 6,031 | ||||||||||||
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Depreciation and amortization |
5,504 | 5,076 | 16,597 | 14,302 | ||||||||||||
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Special charges |
162 | 191 | 952 | 1,544 | ||||||||||||
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Stock-based compensation |
1,583 | 1,284 | 4,226 | 3,910 | ||||||||||||
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Adjusted EBITDA |
$ | 13,949 | $ | 9,967 | $ | 44,171 | $ | 37,180 | ||||||||
Financial Guidance
The Company is providing updated expectations for full year 2015 based on past performance, anticipated new store openings and current economic conditions.
For the full year ending December 31, 2015 the Company expects:
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($ in millions, except per share data) |
2015 |
2014 |
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Net sales |
$289 - $292 | $257.2 | ||||||
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Comparable store sales change |
mid single digits |
(0.4%) | ||||||
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Gross Margin % of Net Sales |
approx. 69% |
69.6% | ||||||
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Depreciation & Amortization |
approx. $23 |
$19.9 | ||||||
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Stock Based Compensation |
approx. $5 |
$4.6 | ||||||
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Effective Tax Rate |
approx. 41% |
41% | ||||||
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Adjusted Earnings Per Share |
$0.31 to $0.33 | $0.23 | ||||||
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Adjusted EBITA |
$57 - $60 | $47.5 | ||||||
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Fully diluted shares outstanding |
approx. 51 million |
51 million |
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New stores |
7 to 8 | 19 | ||||||
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Capital Expenditures |
$18 to $20 | $41.2 | ||||||
Webcast and Conference Call
The Company will host a conference call via live webcast for investors and other interested parties beginning at 9:00 a.m. Eastern Time on Tuesday, October 20, 2015. Participants may access the live webcast by visiting the Company’s investor relations website 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 website at www.tileshop.com.
Additional details can be located in the filing at www.tileshop.com under the Financial Information – SEC Filings section of its Investor Relations page.
About Tile Shop Holdings and Tile Shop
The Tile Shop is a specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in the United States. The Company offers a wide selection of high quality products, exclusive designs, knowledgeable staff and exceptional customer service, in an extensive showroom environment with more than 50 full-room tiled displays. The Company currently operates 111 stores in 31 states, with an average size of 22,000 square feet. The Tile Shop also sells products online at www.tileshop.com
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, stock based compensation and other special, non-recurring charges including investigation and litigation costs. Adjusted EBITDA margin is equal to Adjusted EBITDA divided by net sales. Non-GAAP net income excludes loss on extinguishment of debt and special, non-recurring charges including investigation and litigation costs, and is net of tax.
We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and our board of directors. We believe 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 our financial measures with other specialty retailers, many of which present similar non-GAAP financial measures to investors.
Our 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 our 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. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.
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 (including the financial performance of new stores). 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 those 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. 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 SEC by the Company.
Tile Shop Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
($ in thousands, except share data)
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(Unaudited) |
(Audited) |
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September 30, 2015 |
December 31, 2014 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 14,644 | $ | 5,759 | ||||
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Trade receivables, net |
2,248 | 1,712 | ||||||
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Inventories |
63,195 | 68,857 | ||||||
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Income tax receivable |
820 | 4,937 | ||||||
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Deferred taxes and other current assets, net |
8,281 | 7,268 | ||||||
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Total current assets |
89,188 | 88,533 | ||||||
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Property, plant and equipment, net |
134,789 | 139,294 | ||||||
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Deferred taxes and other assets, net |
24,169 | 24,363 | ||||||
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TOTAL ASSETS |
$ | 248,146 | $ | 252,190 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 15,621 | $ | 13,759 | ||||
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Income tax payable |
3,252 | - | ||||||
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Other accrued liabilities |
22,414 | 18,393 | ||||||
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Total current liabilities |
41,287 | 32,152 | ||||||
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Long-term debt, net |
57,555 | 88,525 | ||||||
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Capital lease obligation, net |
818 | 890 | ||||||
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Deferred rent |
35,320 | 33,163 | ||||||
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Other long-term liabilities |
3,260 | 3,765 | ||||||
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TOTAL LIABILITIES |
138,240 | 158,495 | ||||||
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Stockholders’ equity: |
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Common stock, par value $0.0001; authorized: 100,000,000 shares; issued and outstanding: 51,376,166 and 51,314,005 shares, respectively |
5 | 5 | ||||||
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Preferred stock, par value $0.0001; authorized 10,000,000 shares; issued and outstanding: 0 shares |
- | - | ||||||
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Additional paid-in-capital |
178,678 | 174,371 | ||||||
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Accumulated deficit |
(68,771 | ) | (80,681 | ) | ||||
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Accumulated other comprehensive income |
(6 | ) | - | |||||
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Total stockholders’ equity |
109,906 | 93,695 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 248,146 | $ | 252,190 | ||||
Tile Shop Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
($ in thousands, except share, and per share data)
(Unaudited)
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($ in thousands, except per share data) |
Three months ended September 30, |
Nine months ended September 30, |
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2015 |
2014 |
2015 |
2014 |
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Net sales |
$ | 72,404 | $ | 62,806 | $ | 221,073 | $ | 193,850 | ||||||||
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Cost of sales |
21,691 | 19,348 | 68,096 | 58,957 | ||||||||||||
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Gross profit |
50,713 | 43,458 | 152,977 | 134,893 | ||||||||||||
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Selling, general and administrative expenses |
44,047 | 39,752 | 130,678 | 117,106 | ||||||||||||
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Income from operations |
6,666 | 3,706 | 22,299 | 17,787 | ||||||||||||
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Interest expense |
503 | 906 | 2,101 | 2,352 | ||||||||||||
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Other income (expense) |
34 | (290 | ) | 97 | (363 | ) | ||||||||||
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Income before income taxes |
6,197 | 2,510 | 20,295 | 15,072 | ||||||||||||
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Provision income taxes |
2,436 | 1,006 | 8,385 | 6,031 | ||||||||||||
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Net income |
$ | 3,761 | $ | 1,504 | $ | 11,910 | $ | 9,041 | ||||||||
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Earnings per common share: |
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Basic |
$ | 0.07 | $ | 0.03 | $ | 0.23 | $ | 0.18 | ||||||||
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Diluted |
$ | 0.07 | $ | 0.03 | $ | 0.23 | $ | 0.18 | ||||||||
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Weighted average shares outstanding: |
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Basic |
51,161,348 | 51,016,487 | 51,137,650 | 51,006,610 | ||||||||||||
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Diluted |
51,424,979 | 51,066,497 | 51,254,547 | 51,103,216 | ||||||||||||
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Rate Analysis |
Tile Shop Holdings, Inc. and Subsidiaries
Rate Analysis
(Unaudited)
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Three Months ended September 30, |
Nine Months ended September 30, |
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2015 |
2014 |
2015 |
2014 |
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Gross margin rate |
70.0 |
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69.2 |
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69.2 |
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69.6 |
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SG&A expense rate |
60.8 |
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63.3 |
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59.1 |
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60.4 |
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Income from operations margin rate |
9.2 |
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5.9 |
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10.1 |
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9.2 |
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| Adjusted EBITDA margin rate | 19.3 | % | 15.9 | % | 20.0 | % | 19.2 | % | ||||||||
Contacts:
Investors and Media:
Adam Hauser
763-852-2950
investorrelations@tileshop.com
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