Mattress Firm Announces Second Fiscal Quarter Financial Results

— Fiscal Q2 Net Sales Increased 48.2% Over Prior Year —

— Sleepy’s Integration Continues to Progress As Planned —

HOUSTON--(BUSINESS WIRE)-- Mattress Firm Holding Corp. (the “Company”) (NASDAQ: MFRM), the nation's largest specialty mattress retailer, today announced its financial results for the second fiscal quarter (13 weeks) ended August 2, 2016. Net sales for the second fiscal quarter increased 48.2% over the prior year period to $980.0 million, reflecting incremental sales from acquired and new stores, partially offset by a comparable-store sales decline of 1.1%. The Company reported second fiscal quarter earnings (loss) per diluted share (“EPS”) on a generally accepted accounting principles (“GAAP”) basis of $(0.06), and EPS on a non-GAAP adjusted basis, excluding acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs and severance charges (“Adjusted”), of $0.51. Excluding the non-cash amortization of tradenames, Adjusted EPS excluding Tradename Amortization was $0.57.

Expected diluted EPS on a GAAP basis, adjusted basis and adjusted basis excluding tradename amortization are reconciled in the table below:

“We remain excited about the future opportunities for our business as we build a national chain in the U.S,” commented Steve Stagner, executive chairman and chairman of the board. “We are also moving towards the completion of our transaction with Steinhoff, and believe Steinhoff is the ideal long-term partner for our customers, employees, suppliers and other stakeholders.”

Preliminary Second Quarter Financial Summary

• Net sales for the second fiscal quarter increased 48.2% as compared with the comparable prior year period to $980.0 million, reflecting incremental sales from acquired and new stores, partially offset by a comparable-store sales decline of 1.1%. Comparable-store sales growth in the prior year period was 2.8%.
• The Company opened 59 new stores and closed 49 stores, bringing the total number of Company-operated stores to 3,482 as of the end of the fiscal quarter.
• Income from operations was $22.5 million. Excluding a total of $33.2 million of acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs, loss on disposal of properties and severance charges, Adjusted income from operations was $55.7 million, as compared with $48.6 million for the comparable prior year period. Adjusted operating income margin was 5.7% of net sales as compared to 7.4% in the second fiscal quarter of 2015, and included a 260 basis-point decline in gross margin, a 50 basis-point improvement in general and administrative expense leverage and a 40 basis-point increase from sales and marketing expense leverage. Please refer to “Reconciliation of Reported GAAP to Adjusted Statements of Operations Data” for a reconciliation of income from operations to Adjusted income from operations and other information.
• Net loss attributable to Mattress Firm Holding Corp. was $2.2 million and GAAP EPS was $(0.06). Excluding $21.2 million, net of income taxes, of acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs, loss on disposal of properties and severance charges, Adjusted net income was $19.0 million and Adjusted EPS was $0.51. Please refer to “Reconciliation of Reported GAAP to Adjusted Statements of Operations Data” for a reconciliation of net income (loss) and GAAP EPS to Adjusted net income (loss) and Adjusted EPS, respectively, and other information.

For the full fiscal year-to-date:

• Net sales increased $595.8 million, or 48.7%, to $1,819.4 million, for the two fiscal quarters (twenty-six weeks) ended August 2, 2016, from $1,223.6 million in the comparable year period, reflecting incremental sales from acquired and new stores, partially offset by a comparable-store sales decline of 1.1%. Comparable-store sales growth in the prior year comparable period was 2.1%.
• The Company acquired 1,065 stores, opened 144 new and closed 86 stores during the first two fiscal quarters of fiscal 2016, adding 1,123 net store units.
• Loss from operations was $145.2 million, for the two fiscal quarters ended August 2, 2016. Excluding $214.6 million of intangible asset impairment charges, acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs, loss on disposal of properties and severance charges, Adjusted income from operations was $69.4 million for the two fiscal quarters ended August 2, 2016, as compared with $77.6 million for the comparable prior year period. Adjusted operating income margin was 3.8% of net sales as compared with 6.3% in fiscal 2015, and included a 260 basis-point decline in gross margin, a 20 basis-point decrease from sales and marketing expense deleverage, a 10 basis-point decline in franchise fees and royalty income, partially offset by a 40 basis-point improvement in general and administrative expense leverage. Please refer to "Reconciliation of Reported GAAP to Adjusted Statements of Operations Data" for a reconciliation of income from operations to Adjusted income from operations and other information.
• Net loss attributable to Mattress Firm Holding Corp. was $121.4 million for the two fiscal quarters ended August 2, 2016 and GAAP EPS was $(3.27). Excluding $134.0 million, net of income taxes, of intangible asset impairment charges, acquisition-related costs, fixed asset impairment costs, ERP system implementation training costs and severance charges, Adjusted net income was $12.6 million for the two fiscal quarters and Adjusted EPS was $0.34. Please refer to "Reconciliation of Reported GAAP to Adjusted Statements of Operations Data" for a reconciliation of net income and GAAP EPS to Adjusted net income and Adjusted EPS, respectively, and other information.

Balance Sheet

The Company had cash and cash equivalents of $13.6 million on August 2, 2016, the end of the fiscal second quarter. Net cash provided by operating activities was $81.1 million for the two fiscal quarters ended August 2, 2016. As of August 2, 2016, there were $40.0 million in borrowings outstanding under the revolving portion of the Senior Credit Facility (as defined in the Company’s filings with the Securities and Exchange Commission) and approximately $12.3 million in outstanding letters of credit, with additional borrowing capacity of $114.4 million.

Net Sales and Store Unit Information

The components of the net sales increase for the thirteen and twenty-six weeks ended August 2, 2016 as compared to the corresponding prior year period were as follows (in millions):

Historically the Company has provided the composition of net sales by major category of product and services, including conventional mattresses, specialty mattresses, furniture and accessories, and delivery service revenue. Given the growth of the “hybrid” mattress category, which includes characteristics of both conventional and specialty mattresses, the Company will be providing detail on the composition of mattress sales (excluding foundations) by retail price band going forward. The composition of mattress sales (excluding foundations) for the Mattress Firm banner by retail price point were as follows:

The activity with respect to the number of Company-operated store units was as follows:

As previously announced, on August 6, 2016, the Company entered into an Agreement and Plan of Merger with Steinhoff International Holdings N.V. (“Steinhoff”). Due to the proposed acquisition, the Company will not be updating its outlook for fiscal 2016 and will not be holding a conference call to discuss its second quarter fiscal 2016 results. The acquisition is expected to close by or around the end of the third calendar quarter, subject to satisfaction of a majority tender condition and other closing conditions.

Forward-Looking Statements

Certain statements contained in this press release are not based on historical fact and are “forward-looking statements” within the meaning of applicable federal securities laws and regulations. In many cases, you can identify forward-looking statements by terminology such as “may,” “would,” “should,” “could,” “forecast,” “feel,” “project,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue” or the negative of these terms or other comparable terminology; however, not all forward-looking statements contain these identifying words. The forward-looking statements contained in this press release, such as those relating to GAAP and Adjusted EPS and the expected timing and closing of the proposed acquisition of the Company by Steinhoff, are subject to various risks and uncertainties. The risks and uncertainties which may affect GAAP and Adjusted EPS and other measures of our financial performance, include but are not limited to, downturns in the economy; reduction in discretionary spending by consumers; our ability to execute our key business strategies and advance our market-level profitability; our ability to profitably open and operate new stores and capture additional market share; our relationship with our primary mattress suppliers; our dependence on a few key employees; the possible impairment of our goodwill or other acquired intangible assets; the effect of our planned growth and the integration of our acquisitions on our business infrastructure; the impact of seasonality on our financial results and comparable-store sales; our ability to raise adequate capital to support our expansion strategy; our success in pursuing and completing strategic acquisitions; the effectiveness and efficiency of our advertising expenditures; our success in keeping warranty claims and comfort exchange return rates within acceptable levels; our ability to deliver our products in a timely manner; our status as a holding company with no business operations; our ability to anticipate consumer trends; risks related to our largest stockholder, J.W. Childs Associates, L.P.; heightened competition; changes in applicable regulations; risks related to our franchises, including our lack of control over their operation and our liabilities if they default on note or lease obligations; and risks related to our stock. The risks and uncertainties to which our statements regarding the proposed Steinhoff acquisition are subject concern Steinhoff’s ability to complete the acquisition on the proposed terms and schedule, and include, but are not limited to, risks and uncertainties related to the satisfaction of closing conditions such as, without limitation, Company stockholders not tendering shares in the tender offer; the possibility that competing offers will be made; that a material adverse effect occurs with respect to the Company; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the outcome of legal proceedings that may be instituted against the Company. All of the forward looking statements that are made in this press release are subject to those other risks and uncertainties set forth under “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the quarter ended May 3, 2016 and our Annual Report on Form 10-K for the fiscal year ended February 2, 2016, which are filed with the U.S. Securities and Exchange Commission (“SEC”) and our other SEC filings. Forward-looking statements relate to future events or our future financial performance and reflect management’s expectations or beliefs concerning future events as of the date of this press release. Actual results of operations may differ materially from those set forth in any forward-looking statements, and the inclusion of a projection or forward-looking statement in this press release should not be regarded as a representation by us that our plans or objectives will be achieved. We do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

Adjusted EBITDA is defined as net income (loss) before income tax expense (benefit), interest income, interest expense, depreciation and amortization (“EBITDA”), without giving effect to non-cash goodwill and intangible asset impairment charges, gains or losses on store closings and impairment of store assets, gains or losses related to the early extinguishment of debt, financial sponsor fees and expenses, non-cash charges related to stock-based awards and other items that are excluded by management in reviewing the results of operations. We have presented Adjusted EBITDA because we believe that the exclusion of these items is appropriate to provide additional information to investors about our ongoing operating performance excluding certain non-cash and other items and to provide additional information with respect to our ability to comply with various covenants in documents governing our indebtedness and as a means to evaluate our period-to-period results. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. We have provided this information to analysts, investors and other third parties to enable them to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of our ongoing operations. Management also uses Adjusted EBITDA to determine executive incentive compensation payment levels. In addition, our compliance with certain covenants under the Senior Credit Facility, are calculated based on similar measures and differ from Adjusted EBITDA primarily by the inclusion of pro forma results for acquired businesses and new stores in those similar measures. Other companies in our industry may calculate Adjusted EBITDA differently than we do. Adjusted EBITDA is not a measure of performance under U.S. GAAP and should not be considered as a substitute for net income prepared in accordance with U.S. GAAP. Adjusted EBITDA has significant limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

The following table contains a reconciliation of our net income (loss) determined in accordance with U.S. GAAP to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):

Adjusted EPS and the other “Adjusted” data provided in this press release, including Adjusted EPS Excluding Tradename Amortization, are considered non-GAAP financial measures. We report our financial results in accordance with GAAP; however, management believes evaluating our ongoing operating results may be enhanced if investors have additional non-GAAP basis financial measures to facilitate year-over-year comparisons. Management reviews non-GAAP financial measures to assess ongoing operations and considers them to be effective indicators, for both management and investors, of our financial performance over time. Our management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. For more information, please refer to “Reconciliation of Reported GAAP to Adjusted Statements of Operations Data”.

The adjustments for the twenty-six weeks ended August 4, 2015 and August 2, 2016 were tax effected using our annualized effective tax rates as of August 4, 2015 and August 2, 2016 of 38.5% and 37.6%, respectively.

Our “As Adjusted” data is considered a non-U.S. GAAP financial measure and is not in accordance with, or preferable to, “As Reported,” or GAAP financial data. However, we are providing this information as we believe it facilitates year-over-year comparisons for investors and financial analysts.

Additional Information Regarding the Acquisition by Steinhoff and Where to Find It

Nothing in this press release is a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm Holding Corp. stock. STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) FILED BY STEINHOFF WITH THE SEC AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY THE COMPANY WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Stockholders can obtain these documents free of charge from the SEC’s website at http://www.sec.gov, or from the Company upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023, telephone number (713) 923-1090 or from the Company’s website, http://ir.mattressfirm.com. Such materials filed by Steinhoff are also available for free at Steinhoff’s website, http://www.steinhoff.com.

About Mattress Firm Holding Corp.

With more than 3,600 company-operated and franchised stores across 49 states, Mattress Firm Holding Corp. (NASDAQ: MFRM) has the largest geographic footprint in the United States among multi-brand mattress retailers. Founded in 1986, Houston-based MFRM is the nation's leading specialty bedding retailer with over $3.5 billion in pro forma sales in 2015. MFRM, through its brands including Mattress Firm, Sleepy's and Sleep Train, offers a broad selection of both traditional and specialty mattresses, bedding accessories and other related products from leading manufacturers, including Serta, Simmons, Tempur-Pedic, Sealy, Stearns & Foster, King Coil and Hampton & Rhodes. More information is available at www.mattressfirm.com. The Company's website is not part of this release.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160909005047/en/

Mattress Firm Investor Relations Contact:
Scott McKinney, 713-328-3417
Vice President of Investor Relations
[email protected]
or
Mattress Firm Media Contact:
Erica Martinez, 214-269-4404
[email protected]

Source: Mattress Firm Holding Corp.

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