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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): May 9, 2024
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 2.02 | Results of Operations and Financial Condition |
On May 9, 2024, Tile Shop Holdings, Inc. (the
“Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. 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 9.01 | Financial Statements and Exhibits |
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. |
|
|
|
Date: May 9, 2024 |
By: |
/s/ Mark B.
Davis |
|
Name: |
Mark
B. Davis |
|
Title: |
Senior
Vice President, Chief Financial Officer & Secretary |
Exhibit 99.1
THE
TILE SHOP REPORTS First Quarter 2024 RESULTS
MINNEAPOLIS
– May 9, 2024 – Tile Shop Holdings, Inc. (Nasdaq: TTSH) (the “Company”), a specialty retailer
of natural stone, man-made and luxury vinyl tiles today announced results for its first quarter ended March 31, 2024.
First Quarter 2024 Summary
Net Sales Decreased 10.1%
Comparable Store Sales Decreased 10.2%
Gross Margin of 65.8%
Net Income of $1.7 Million and Adjusted EBITDA
of $7.4 Million
Diluted Earnings per Share of $0.04
Cash Provided by Operating Activities of $18.6
Million
Ending Cash Balance of $24.0 Million and No
Long-Term Debt
Management Commentary – Cabell Lolmaugh,
CEO
“Continued softness in existing home sales contributed to lower
levels of traffic in our stores and had an adverse impact on our comparable store sales during the first quarter of 2024. Despite these
challenges, we saw an improvement in our gross margin rate and were able to generate strong operating cash flow. Additionally, we were
able to make significant inroads executing our key strategies and controlling costs.”
| |
Three Months Ended | |
(unaudited, dollars in thousands, except per | |
March 31, | |
share data) | |
2024 | | |
2023 | |
Net sales | |
$ | 91,728 | | |
$ | 102,019 | |
Net sales decline(1) | |
| (10.1 | )% | |
| (0.4 | )% |
Comparable store sales (decline) growth(2) | |
| (10.2 | )% | |
| 0.1 | % |
Gross margin rate | |
| 65.8 | % | |
| 64.2 | % |
Income from operations as a % of net sales | |
| 2.5 | % | |
| 4.0 | % |
Net income | |
$ | 1,689 | | |
$ | 2,512 | |
Net income per diluted share | |
$ | 0.04 | | |
$ | 0.06 | |
Adjusted EBITDA | |
$ | 7,417 | | |
$ | 10,313 | |
Adjusted EBITDA as a % of net sales | |
| 8.1 | % | |
| 10.1 | % |
Number of stores open at the end of period | |
| 142 | | |
| 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. |
FIRST
QUARTER 2024
Net Sales
Net sales for the first quarter of 2024 decreased
$10.3 million, or 10.1%, compared to the first quarter of 2023. Sales decreased at comparable stores by 10.2% during the first quarter
of 2024 compared to the first quarter of 2023 principally due to a decrease in traffic.
Gross Profit
Gross profit decreased $5.2 million, or 8.0%, in the first quarter
of 2024 compared to the first quarter of 2023. The gross margin rate was 65.8% for the first quarter of 2024, which represents a 160 basis
point increase compared to the gross margin rate of 64.2% during the first quarter of 2023. The improvement in gross margin rate was primarily
due to lower levels of international freight and decreases in product costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $3.4 million,
or 5.5%, from $61.4 million in the first quarter of 2023 to $58.0 million in the first quarter of 2024. The decrease was due
to a $2.9 million decrease in variable costs and a $1.0 million decrease in depreciation expense, which were partially offset by a $0.6
million increase in rent expense.
Provision for Income Taxes
The provision for income taxes for the first quarter of 2024 and 2023
was $0.4 million and $0.8 million respectively. The decrease in the provision for income tax was due to a decrease in pretax income. The
Company’s effective tax rate was 20.2% and 24.5% in the first quarter of 2024 and 2023, respectively. The decrease in the effective
tax rate was largely due to an increase in the tax benefit associated with employee equity award vestings that occurred during the first
quarter of 2024.
Capital Structure and Liquidity
As of March 31, 2024 the Company had no borrowings outstanding
on its $75.0 million line of credit. Cash and cash equivalents increased $15.4 million from $8.6 million on December 31, 2023 to
$24.0 million on March 31, 2024.
NON-GAAP INFORMATION
Adjusted EBITDA
Adjusted EBITDA for the first quarter of 2024
was $7.4 million compared with $10.3 million for the first quarter of 2023. See the table below for a reconciliation of GAAP net income
to Adjusted EBITDA.
| |
Three Months Ended | |
($ in thousands, unaudited) | |
March 31, | |
| |
2024 | | |
% of net sales | | |
2023 | | |
% of net sales (1) | |
GAAP net income | |
$ | 1,689 | | |
| 1.8 | % | |
$ | 2,512 | | |
| 2.5 | % |
Interest expense | |
| 166 | | |
| 0.2 | | |
| 798 | | |
| 0.8 | |
Provision for income taxes | |
| 428 | | |
| 0.5 | | |
| 815 | | |
| 0.8 | |
Depreciation and amortization | |
| 4,742 | | |
| 5.2 | | |
| 5,783 | | |
| 5.7 | |
Stock-based compensation | |
| 392 | | |
| 0.4 | | |
| 405 | | |
| 0.4 | |
Adjusted EBITDA | |
$ | 7,417 | | |
| 8.1 | % | |
$ | 10,313 | | |
| 10.1 | % |
| (1) | Amounts do not foot due to rounding. |
Pretax Return on Capital Employed
Pretax Return on Capital Employed was 11.3% for
the trailing twelve months as of the end of the first quarter in 2024 compared to 15.2% for the trailing twelve months as of the end of
the first quarter in 2023. See the Pretax Return on Capital Employed calculation in the table below.
($ in thousands, unaudited) | |
March 31, | |
| |
2024(1) | | |
2023(1) | |
Income from Operations (trailing twelve months) | |
$ | 14,316 | | |
$ | 21,998 | |
| |
| | | |
| | |
Total Assets | |
| 322,685 | | |
| 346,695 | |
Less: Accounts payable | |
| (24,560 | ) | |
| (28,002 | ) |
Less: Income tax payable | |
| (652 | ) | |
| (850 | ) |
Less: Other accrued liabilities | |
| (31,865 | ) | |
| (37,696 | ) |
Less: Lease liability | |
| (134,303 | ) | |
| (130,385 | ) |
Less: Other long-term liabilities | |
| (4,720 | ) | |
| (4,623 | ) |
Capital Employed | |
$ | 126,585 | | |
$ | 145,139 | |
| |
| | | |
| | |
Pretax Return on Capital Employed | |
| 11.3 | % | |
| 15.2 | % |
(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.
WEBCAST AND CONFERENCE CALL
As announced on May 2, 2024, the Company
will host a conference call via webcast for investors and other interested parties beginning at 9:00 a.m. Eastern Time on Thursday,
May 9, 2024. The call will be hosted by Cabell Lolmaugh, CEO, Mark Davis, CFO, and Ken Cooper, Investor Relations.
To
participate in the live call, please pre-register here. All registrants will
receive dial-in information and a unique PIN. A webcast of the call can be accessed by visiting the Company’s Investor Relations
page at www.tileshop.com. 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
Chief Financial Officer
investorrelations@tileshop.com
ABOUT THE TILE SHOP
Tile Shop Holdings, Inc. (Nasdaq: TTSH) is
a leading specialty retailer of natural stone, man-made and luxury vinyl 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 142 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. 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.
Tile Shop Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands, except per share data)
| |
(Unaudited) | | |
(Audited) | |
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 24,027 | | |
$ | 8,620 | |
Receivables, net | |
| 3,935 | | |
| 2,882 | |
Inventories | |
| 88,835 | | |
| 93,679 | |
Income tax receivable | |
| 127 | | |
| 129 | |
Other current assets, net | |
| 9,744 | | |
| 9,248 | |
Total Current Assets | |
| 126,668 | | |
| 114,558 | |
Property, plant and equipment, net | |
| 62,372 | | |
| 64,317 | |
Right of use asset | |
| 128,976 | | |
| 129,092 | |
Deferred tax assets | |
| 4,971 | | |
| 5,256 | |
Other assets | |
| 2,935 | | |
| 3,449 | |
Total Assets | |
$ | 325,922 | | |
$ | 316,672 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 24,263 | | |
$ | 23,345 | |
Income tax payable | |
| 1,275 | | |
| 1,135 | |
Current portion of lease liability | |
| 28,084 | | |
| 27,265 | |
Other accrued liabilities | |
| 34,061 | | |
| 27,000 | |
Total Current Liabilities | |
| 87,683 | | |
| 78,745 | |
Long-term debt, net | |
| - | | |
| - | |
Long-term lease liability, net | |
| 111,911 | | |
| 112,697 | |
Other long-term liabilities | |
| 5,024 | | |
| 5,543 | |
Total Liabilities | |
| 204,618 | | |
| 196,985 | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Common stock, par value $0.0001; authorized: 100,000,000 shares; issued and outstanding: 44,593,602 and 44,510,779 shares, respectively | |
| 4 | | |
| 4 | |
Preferred stock, par value $0.0001; authorized: 10,000,000 shares; issued and outstanding: 0 shares | |
| - | | |
| - | |
Additional paid-in capital | |
| 128,798 | | |
| 128,861 | |
Accumulated deficit | |
| (7,420 | ) | |
| (9,109 | ) |
Accumulated other comprehensive loss | |
| (78 | ) | |
| (69 | ) |
Total Stockholders' Equity | |
| 121,304 | | |
| 119,687 | |
Total Liabilities and Stockholders' Equity | |
$ | 325,922 | | |
$ | 316,672 | |
Tile Shop Holdings, Inc. and Subsidiaries
Consolidated Statements of Income
($ in thousands, except per share data)
(Unaudited)
| |
Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
Net sales | |
$ | 91,728 | | |
$ | 102,019 | |
Cost of sales | |
| 31,409 | | |
| 36,481 | |
Gross profit | |
| 60,319 | | |
| 65,538 | |
Selling, general and administrative expenses | |
| 58,036 | | |
| 61,413 | |
Income from operations | |
| 2,283 | | |
| 4,125 | |
Interest expense | |
| (166 | ) | |
| (798 | ) |
Income before income taxes | |
| 2,117 | | |
| 3,327 | |
Provision for income taxes | |
| (428 | ) | |
| (815 | ) |
Net income | |
$ | 1,689 | | |
$ | 2,512 | |
| |
| | | |
| | |
Income per common share: | |
| | | |
| | |
Basic | |
$ | 0.04 | | |
$ | 0.06 | |
Diluted | |
$ | 0.04 | | |
$ | 0.06 | |
| |
| | | |
| | |
Weighted average shares outstanding: | |
| | | |
| | |
Basic | |
| 43,570,745 | | |
| 43,237,856 | |
Diluted | |
| 43,717,347 | | |
| 43,509,993 | |
Tile Shop Holdings, Inc. and Subsidiaries
Rate Analysis
(Unaudited)
| |
Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
Gross margin rate | |
| 65.8 | % | |
| 64.2 | % |
SG&A expense rate | |
| 63.3 | % | |
| 60.2 | % |
Income from operations margin rate | |
| 2.5 | % | |
| 4.0 | % |
Adjusted EBITDA margin rate | |
| 8.1 | % | |
| 10.1 | % |
Tile Shop Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
| |
Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
Cash Flows From Operating Activities | |
| | | |
| | |
Net income | |
$ | 1,689 | | |
$ | 2,512 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 4,742 | | |
| 5,783 | |
Amortization of debt issuance costs | |
| 18 | | |
| 64 | |
Loss on disposals of property, plant and equipment | |
| 40 | | |
| 7 | |
Impairment charges | |
| - | | |
| 112 | |
Non-cash lease expense | |
| 6,703 | | |
| 6,385 | |
Stock based compensation | |
| 392 | | |
| 405 | |
Deferred income taxes | |
| 285 | | |
| 593 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Receivables, net | |
| (1,053 | ) | |
| (412 | ) |
Inventories | |
| 4,845 | | |
| 5,472 | |
Other current assets, net | |
| (1 | ) | |
| 89 | |
Accounts payable | |
| 800 | | |
| 2,125 | |
Income tax receivable / payable | |
| 142 | | |
| 4,503 | |
Accrued expenses and other liabilities | |
| (13 | ) | |
| (1,816 | ) |
Net cash provided by operating activities | |
| 18,589 | | |
| 25,822 | |
Cash Flows From Investing Activities | |
| | | |
| | |
Purchases of property, plant and equipment | |
| (2,719 | ) | |
| (3,367 | ) |
Net cash used in investing activities | |
| (2,719 | ) | |
| (3,367 | ) |
Cash Flows From Financing Activities | |
| | | |
| | |
Payments of long-term debt | |
| (10,000 | ) | |
| (30,400 | ) |
Advances on line of credit | |
| 10,000 | | |
| 10,000 | |
Employee taxes paid for shares withheld | |
| (455 | ) | |
| (427 | ) |
Net cash used in financing activities | |
| (455 | ) | |
| (20,827 | ) |
Effect of exchange rate changes on cash | |
| (8 | ) | |
| 3 | |
Net change in cash, cash equivalents and restricted cash | |
| 15,407 | | |
| 1,631 | |
Cash, cash equivalents and restricted cash beginning of period | |
| 8,620 | | |
| 7,759 | |
Cash, cash equivalents and restricted cash end of period | |
$ | 24,027 | | |
$ | 9,390 | |
| |
| | | |
| | |
Cash and cash equivalents | |
$ | 24,027 | | |
$ | 8,624 | |
Restricted cash | |
| - | | |
| 766 | |
Cash, cash equivalents and restricted cash end of period | |
$ | 24,027 | | |
$ | 9,390 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Purchases of property, plant and equipment included in accounts payable and accrued expenses | |
$ | 548 | | |
$ | 646 | |
Cash paid for interest | |
| 127 | | |
| 958 | |
Cash paid (received) for income taxes, net | |
| - | | |
| (4,280 | ) |
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- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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- DefinitionTitle of a 12(b) registered security.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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