Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

For the quarterly period ended May 5, 2018

 

Commission file number 001-36501


 

THE MICHAELS COMPANIES, INC.

A Delaware Corporation

 

IRS Employer Identification No. 37-1737959

 

 

8000 Bent Branch Drive

Irving, Texas 75063

 

(972) 409-1300


 

 

 

The Michaels Companies, Inc. (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

The Michaels Companies, Inc. has submitted electronically and posted on its corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

The Michaels Companies, Inc. is a large accelerated filer.

 

The Michaels Companies, Inc. is not a shell company or emerging growth company (as defined in Rule 12b-2 of the Exchange Act).

 

As of June 5, 2018, 182,074,328 shares of The Michaels Companies, Inc.’s common stock were outstanding.

 

 

 

994

 

 

 


 

Table of Contents

 

 

 

 

 

THE MICHAELS COMPANIES, INC.

 

TABLE OF CONTENTS

 

 

 

 

 

Part I—FINANCIAL INFORMATION 

 

 

 

Page

 

 

 

Item 1. 

Financial Statements

3

 

 

 

 

Consolidated Statements of Comprehensive Income for the 13 weeks ended May 5, 2018 and April 29, 2017 (unaudited)

3

 

 

 

 

Consolidated Balance Sheets as of May 5, 2018, February 3, 2018 and April 29, 2017 (unaudited)

4

 

 

 

 

Consolidated Statements of Cash Flows for the 13 weeks ended May 5, 2018 and April 29, 2017 (unaudited)

5

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

6

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

24

 

 

 

Item 4. 

Controls and Procedures

24

 

 

 

Part II—OTHER INFORMATION 

 

 

 

Item 1. 

Legal Proceedings

25

 

 

 

Item 1A. 

Risk Factors

25

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 6. 

Exhibits

26

 

 

 

Signatures 

 

27

 

 

 

2

 


 

Table of Contents

 

Part I—FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

THE MICHAELS COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

 

2018

 

2017

Net sales

 

$

1,155,511

 

$

1,158,563

Cost of sales and occupancy expense

 

 

698,948

 

 

690,929

Gross profit

 

 

456,563

 

 

467,634

Selling, general and administrative

 

 

328,617

 

 

327,396

Restructure charge

 

 

47,498

 

 

 —

Store pre-opening costs

 

 

1,505

 

 

978

Operating income

 

 

78,943

 

 

139,260

Interest expense

 

 

34,594

 

 

30,437

Other income, net

 

 

(1,693)

 

 

(44)

Income before income taxes

 

 

46,042

 

 

108,867

Income taxes

 

 

19,157

 

 

36,659

Net income

 

$

26,885

 

$

72,208

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

Foreign currency translation adjustment and other

 

 

(7,053)

 

 

(5,272)

Comprehensive income

 

$

19,832

 

$

66,936

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

Basic

 

$

0.15

 

$

0.38

Diluted

 

$

0.15

 

$

0.38

Weighted-average common shares outstanding:

 

 

 

 

 

 

Basic

 

 

181,523

 

 

188,968

Diluted

 

 

182,652

 

 

190,399

 

See accompanying notes to consolidated financial statements.

 

3

 


 

Table of Contents

THE MICHAELS COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

May 5,

 

February 3,

 

April 29,

ASSETS

 

2018

 

2018

 

2017

Current Assets:

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

$

422,454

 

$

425,896

 

$

197,863

Merchandise inventories

 

 

1,121,563

 

 

1,123,288

 

 

1,102,346

Prepaid expenses and other

 

 

108,481

 

 

97,830

 

 

84,865

Accounts receivable, net

 

 

30,033

 

 

26,207

 

 

26,381

Income taxes receivable

 

 

2,818

 

 

3,761

 

 

3,394

Total current assets

 

 

1,685,349

 

 

1,676,982

 

 

1,414,849

Property and equipment, at cost

 

 

1,569,720

 

 

1,593,683

 

 

1,497,816

Less accumulated depreciation and amortization

 

 

(1,144,815)

 

 

(1,173,663)

 

 

(1,094,767)

Property and equipment, net

 

 

424,905

 

 

420,020

 

 

403,049

Goodwill

 

 

119,074

 

 

119,074

 

 

119,074

Other intangible assets, net

 

 

21,376

 

 

21,769

 

 

23,219

Deferred income taxes

 

 

33,338

 

 

34,538

 

 

37,376

Other assets

 

 

29,496

 

 

27,832

 

 

12,214

Total assets

 

$

2,313,538

 

$

2,300,215

 

$

2,009,781

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

449,687

 

$

483,002

 

$

430,261

Accrued liabilities and other

 

 

384,630

 

 

370,457

 

 

348,807

Current portion of long-term debt

 

 

24,900

 

 

24,900

 

 

24,900

Income taxes payable

 

 

82,219

 

 

79,586

 

 

108,345

Total current liabilities

 

 

941,436

 

 

957,945

 

 

912,313

Long-term debt

 

 

2,696,408

 

 

2,701,764

 

 

2,717,831

Other liabilities

 

 

159,615

 

 

150,001

 

 

101,562

Total liabilities

 

 

3,797,459

 

 

3,809,710

 

 

3,731,706

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

 

 

 

 

 

Common stock, $0.06775 par value, 350,000 shares authorized; 182,055 shares issued and outstanding at May 5, 2018; 181,919 shares issued and outstanding at February 3, 2018; and 188,849 shares issued and outstanding at April 29, 2017

 

 

12,225

 

 

12,206

 

 

12,656

Additional paid-in-capital

 

 

27,463

 

 

21,740

 

 

142,986

Accumulated deficit

 

 

(1,512,896)

 

 

(1,539,781)

 

 

(1,858,071)

Accumulated other comprehensive loss

 

 

(10,713)

 

 

(3,660)

 

 

(19,496)

Total stockholders’ deficit

 

 

(1,483,921)

 

 

(1,509,495)

 

 

(1,721,925)

Total liabilities and stockholders’ deficit

 

$

2,313,538

 

$

2,300,215

 

$

2,009,781

 

See accompanying notes to consolidated financial statements.

4

 


 

Table of Contents

THE MICHAELS COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

    

2018

 

2017

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

26,885

 

$

72,208

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

29,458

 

 

28,551

Share-based compensation

 

 

6,969

 

 

4,942

Debt issuance costs amortization

 

 

1,274

 

 

1,274

Accretion of long-term debt, net

 

 

(126)

 

 

(126)

Restructure charge

 

 

47,498

 

 

 —

Deferred income taxes

 

 

2,580

 

 

259

Changes in assets and liabilities:

 

 

 

 

 

 

Merchandise inventories

 

 

(18,755)

 

 

25,516

Prepaid expenses and other

 

 

1,523

 

 

2,311

Accounts receivable

 

 

(4,892)

 

 

(3,166)

Other assets

 

 

(842)

 

 

(433)

Accounts payable

 

 

(46,639)

 

 

(91,767)

Accrued interest

 

 

8,325

 

 

(4,983)

Accrued liabilities and other

 

 

(35,356)

 

 

(46,266)

Income taxes

 

 

11,689

 

 

32,442

Other liabilities

 

 

2,912

 

 

2,183

Net cash provided by operating activities

 

 

32,503

 

 

22,945

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Additions to property and equipment

 

 

(27,824)

 

 

(15,690)

Net cash used in investing activities

 

 

(27,824)

 

 

(15,690)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Common stock repurchased

 

 

(2,119)

 

 

(100,167)

Payments on term loan credit facility

 

 

(6,225)

 

 

(12,450)

Borrowings on asset-based revolving credit facility

 

 

 —

 

 

12,000

Payments on asset-based revolving credit facility

 

 

 —

 

 

(12,000)

Payment of dividends

 

 

(317)

 

 

(317)

Proceeds from stock options exercised

 

 

540

 

 

4,729

Net cash used in financing activities

 

 

(8,121)

 

 

(108,205)

 

 

 

 

 

 

 

Net change in cash and equivalents

 

 

(3,442)

 

 

(100,950)

Cash and equivalents at beginning of period

 

 

425,896

 

 

298,813

Cash and equivalents at end of period

 

$

422,454

 

$

197,863

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

25,344

 

$

34,560

Cash paid for taxes

 

$

5,370

 

$

4,245

See accompanying notes to consolidated financial statements.

 

 

 

5

 


 

Table of Contents

THE MICHAELS COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. BASIS OF PRESENTATION

 

All expressions of the “Company”, “us”, “we”, “our”, and all similar expressions are references to The Michaels Companies, Inc. and our consolidated, wholly-owned subsidiaries, unless otherwise expressly stated or the context otherwise requires. Our consolidated financial statements include the accounts of The Michaels Companies, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 3, 2018 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934. In the opinion of management, all adjustments (consisting of normal recurring accruals and other items) considered necessary for a fair presentation have been included.

 

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to January 31. All references to fiscal year mean the year in which that fiscal year began. References to “fiscal 2018” relate to the 52 weeks ending February 2, 2019 and references to “fiscal 2017” relate to the 53 weeks ended February 3, 2018. In addition, all references to “the first quarter of fiscal 2018” relate to the 13 weeks ended May 5, 2018 and all references to “the first quarter of fiscal 2017” relate to the 13 weeks ended April 29, 2017.  Because of the seasonal nature of our business, the results of operations for the 13 weeks ended May 5, 2018 are not indicative of the results to be expected for the entire year. 

 

Aaron Brothers

 

In March 2018, we closed all 94 full-size Aaron Brothers stores and began the process of repositioning our Aaron Brothers brand as a store-within-a-store, providing custom framing services in all Michaels stores. In the first quarter of fiscal 2018, we recorded a restructure charge totaling $47.5 million, consisting primarily of costs associated with the termination of the remaining lease obligations, the write-off of fixed assets and employee-related expenses. In the first quarters of fiscal 2018 and fiscal 2017, Aaron Brothers net sales totaled approximately $12.9 million and $25.5 million, respectively. Excluding the restructure charge, Aaron Brothers did not have a material impact on the Company’s operating income in the periods presented.

 

Share Repurchase Program

 

In June 2017, the Board of Directors authorized a new share repurchase program for the Company to purchase $500.0 million of the Company’s common stock on the open market. The share repurchase program does not have an expiration date, and the timing and number of repurchase transactions under the program will depend on market conditions, corporate considerations, debt agreements and regulatory requirements. Shares repurchased under the program are held as treasury shares until retired. During the first quarter of fiscal 2018, we did not repurchase any shares under our current share repurchase program. During the first quarter of fiscal 2017, we repurchased 4.8 million shares under our previous share repurchase program for an aggregate amount of $99.3 million. As of May 5, 2018, we had $350.0 million of availability remaining under our current program.

 

 

 

6

 


 

Table of Contents

Accounting Pronouncements Recently Adopted

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014‑09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” which provides further guidance on identifying performance obligations and improves the operability and understandability of the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. We used the modified retrospective transition method to adopt ASU 2014-09 in the first quarter of fiscal 2018 with no adjustments required to our opening retained earnings. The adoption did not have a material impact to the consolidated financial statements, however, it did result in additional disclosures. 

 

Recent Accounting Pronouncements Not Yet Adopted

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the measurement of goodwill impairment by removing the second step of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. Under ASU 2017-04, goodwill impairment is to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value with the loss recognized not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The standard is to be applied on a prospective basis. We do not anticipate a material impact to the consolidated financial statements once implemented.

 

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). Under ASU 2016‑02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In January 2018, the FASB issued ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” which provides a practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of Topic 842 and were not previously considered leases.  The guidance under these standards is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. We are currently evaluating the impact that ASU 2016-02 will have on the consolidated financial statements and related disclosures. We believe the most significant impact relates to our accounting for real estate leases, which will be recorded as right-of-use assets and lease liabilities on our balance sheet upon adoption.

 

2. REVENUE RECOGNITION

 

Our revenue is primarily associated with sales of merchandise to customers within our stores, customers utilizing our e-commerce platforms and through our Darice wholesale business (“Darice”). Revenue is measured based on the amount of consideration that we expect to receive, reduced by estimates for return allowances, point-of-sale coupons and discounts. Revenue also excludes any amounts collected on behalf of third parties, including sales tax. Revenue from sales

7

 


 

Table of Contents

of our merchandise is recognized when the customer takes possession of the merchandise.  Payment for our retail sales is typically due at the time of the sale.

 

Right of Return

 

We allow for merchandise to be returned under most circumstances up to 180 days after purchase. A sales return reserve is established using historical customer return behavior and reduces both revenue and cost of goods sold. Historically, the sales returns reserve was presented net of cost of sales in other current liabilities in the consolidated balance sheets. As a result of adopting ASU 2014-09, the Company presents the gross sales return reserve in other current liabilities and the estimated value of the merchandise expected to be returned in prepaid expenses and other in the consolidated balance sheets. The change did not have a material impact in the first quarter of fiscal 2018. 

Customer Receivables

As of May 5, 2018, February 3, 2018 and April 29, 2017 receivables from customers, which consist primarily of trade receivables related to Darice, were approximately $18.4 million, $19.2 million and $18.2 million, respectively, and are included in accounts receivable, net in the consolidated balance sheets.

 

Gift Cards

 

We record a gift card liability on the date we issue the gift card to the customer. We record revenue and reduce the gift card liability as the customer redeems the gift card or when the likelihood of redemption by the customer is remote (“gift card breakage”). We estimate gift card breakage using the expected value method based on customers’ historical redemption rates and patterns. Gift card breakage income is recorded in net sales in the consolidated statements of comprehensive income over the estimated redemption period. The gift card liability is included in accrued liabilities and other in the consolidated balance sheets.

 

The following table includes activity related to gift cards (in thousands):

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

 

2018

 

2017

Balance at beginning of period

 

$

56,729

 

$

49,869

Issuance of gift cards

 

 

9,031

 

 

9,298

Revenue recognized (1)

 

 

(13,497)

 

 

(14,001)

Gift card breakage

 

 

(750)

 

 

(310)

Balance at end of period

 

$

51,513

 

$

44,856


(1) Revenue recognized from the beginning liability during the first quarters of fiscal 2018 and fiscal 2017 totaled $8.1 million and $8.4 million, respectively.

 

3. FAIR VALUE MEASUREMENTS

 

As defined in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level valuation hierarchy for fair value measurements. These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect

8

 


 

Table of Contents

market data obtained from independent sources, while unobservable inputs reflect less transparent active market data, as well as internal assumptions. These two types of inputs create the following fair value hierarchy:

 

·

Level 1—Quoted prices for identical instruments in active markets;

 

·

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and

 

·

Level 3—Instruments with significant unobservable inputs.

 

Impairment losses related to store-level property and equipment are calculated using significant unobservable inputs including the present value of future cash flows expected to be generated using a risk-adjusted weighted-average cost of capital and comparable store sales growth assumptions and therefore, are classified as a Level 3 measurement in the fair value hierarchy.

 

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

 

The table below provides the fair values of our senior secured term loan facility (“Amended Term Loan Credit Facility”), our 5.875% senior subordinated notes maturing in 2020 (“2020 Senior Subordinated Notes’’) and our interest rate swaps executed in the first quarter of fiscal 2018. 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 5,

 

February 3,

 

April 29,

 

 

2018

 

2018

 

2017

 

 

(in thousands)

Assets

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

1,106

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Term loan credit facility

 

$

2,237,256

 

$

2,246,302

 

$

2,245,397

Senior subordinated notes

 

 

518,925

 

 

518,288

 

 

522,750

Interest rate swaps

 

 

4,930

 

 

 —

 

 

 —

 

 

The fair values of our Amended Term Loan Credit Facility and our 2020 Senior Subordinated Notes were determined based on quoted market prices which are considered Level 1 inputs within the fair value hierarchy.

 

The fair value of our interest rate swaps was calculated using significant observable inputs including the present value of estimated future cash flows using the applicable interest rate curves and therefore, were classified as Level 2 inputs within the fair value hierarchy.

 

9

 


 

Table of Contents

4. DEBT

 

Long-term debt consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 5,

 

February 3,

 

April 29,

 

Interest Rate

 

2018

 

2018

 

2017

Term loan credit facility

Variable

 

$

2,226,125

 

$

2,232,350

 

$

2,251,025

Senior subordinated notes

5.875

%

 

510,000

 

 

510,000

 

 

510,000

Total debt

 

 

 

2,736,125

 

 

2,742,350

 

 

2,761,025

Less unamortized discount/premium and debt costs

 

 

 

(14,817)

 

 

(15,686)

 

 

(18,294)

Total debt, net

 

 

 

2,721,308

 

 

2,726,664

 

 

2,742,731

Less current portion

 

 

 

(24,900)

 

 

(24,900)

 

 

(24,900)

Long-term debt

 

 

$

2,696,408

 

$

2,701,764

 

$

2,717,831

 

Revolving Credit Facility

 

As of May 5, 2018 and April 29, 2017, the borrowing base under our senior secured asset-based revolving credit facility was $770.7 million and $786.9 million, respectively, of which Michaels Stores, Inc. (“MSI”) had unused borrowing capacity of $674.0 million and $727.6 million, respectively. As of May 5, 2018 and April 29, 2017, outstanding standby letters of credit, which reduce our borrowing base, totaled $96.7 million and $59.3 million, respectively.

 

Term Loan Credit Facility

 

On May 23, 2018, MSI entered into an amendment with JPMorgan Chase Bank, N.A. (“JPMorgan”) and other lenders to amend and restate our term loan credit facility. The amended and restated credit agreement, together with the related security, guarantee and other agreements, is referred to as the “Amended and Restated Term Loan Credit Facility”. Borrowings under the Amended and Restated Term Loan Credit Facility bear interest at a rate per annum, at MSI’s option, of either (a) a margin of 1.50% plus a base rate defined as the highest of (1) the prime rate of JPMorgan, (2) the federal funds effective rate plus 0.5%, and (3) the one-month London Interbank Offered Rate (“LIBOR”) plus 1% or (b) a margin of 2.50% plus the applicable LIBOR. MSI is required to make scheduled quarterly payments equal to 0.25% of the original principal amount of the term loans (subject to adjustments relating to the incurrence of additional term loans) for the first four years and two quarters of the Amended and Restated Term Loan Credit Facility, with the balance to be paid on January 28, 2023. All other terms under the Amended Term Loan Credit Facility have remained unchanged. As a result of this refinancing, we will record a loss on the early extinguishment of debt of approximately $2 million during the second quarter of fiscal 2018.

 

Interest Rate Swaps

 

In April 2018, we executed two interest rate swaps with an aggregate notional value of $1.0 billion associated with our outstanding Amended Term Loan Credit Facility. The interest rate swaps have a maturity date of April 30, 2021 and were executed for risk management and are not held for trading purposes. The objective of the interest rate swap is to hedge the variability of cash flows resulting from fluctuations in the one-month LIBOR. The swaps replaced the one-month LIBOR with a fixed interest rate of 2.7765% and payments are settled monthly. The swaps qualify as cash flow hedges and changes in the fair values are recorded in accumulated other comprehensive income in the consolidated balance sheet. The changes in fair value are reclassified from accumulated other comprehensive income to interest expense in the same period that the hedged items affect earnings. There were no amounts reclassified from accumulated other comprehensive income to interest expense during the three months ended May 5, 2018.  As of May 5, 2018, the fair value of the interest rate swaps was a net liability of $3.8 million, consisting of $4.9 million recorded in accrued liabilities and other and $1.1 million recorded in other assets in our consolidated balance sheets.  

 

   

10

 


 

Table of Contents

 

5. ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The following table includes detail regarding changes in the composition of accumulated other comprehensive loss (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

 

2018

    

2017

Beginning of period

  

$

(3,660)

 

$

(14,224)

Foreign currency translation adjustment and other

 

 

(4,147)

 

 

(5,272)

Interest rate swaps

 

 

(2,906)

 

 

 —

End of period

 

$

(10,713)

 

$

(19,496)

 

 

6. INCOME TAXES

 

The effective tax rate was 41.6% for the first quarter of fiscal 2018 compared to 33.7% for the first quarter of fiscal 2017. The effective tax rate for the first quarter of fiscal 2018 was higher than the same period in the prior year due to provisional adjustments of $8.1 million related to repatriation taxes for accumulated earnings of foreign subsidiaries associated with the enactment of the Tax Cuts and Jobs Act (“Tax Act”) in the fourth quarter of fiscal 2017, partially offset by the reduction of the federal statutory tax rate from 35% to 21%.  The U.S. Treasury is expected to issue additional regulations and guidance in connection with the Tax Act, which may alter interpretations of the new tax law and could materially change our estimated provisional adjustments.

 

 

7. EARNINGS PER SHARE

 

The Company’s unvested restricted stock awards contain non-forfeitable rights to dividends and meet the criteria of a participating security as defined by ASC 260, “Earnings Per Share”. In applying the two-class method, net income is allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. Basic earnings per share is computed by dividing net income allocated to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average common shares outstanding plus the potential dilutive impact from stock options and restricted stock units. Common equivalent shares are excluded from the computation if their effect is anti-dilutive. There were 5.7 million and 4.9 million anti-dilutive shares during the first quarters of fiscal 2018 and fiscal 2017, respectively.

 

11

 


 

Table of Contents

The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

 

2018

 

2017

Basic earnings per common share:

 

 

 

 

 

 

Net income

 

$

26,885

  

$

72,208

Less income related to unvested restricted shares

 

 

(67)

 

 

(337)

Income available to common shareholders - Basic

 

$

26,818

 

$

71,871

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

181,523

 

 

188,968

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.15

 

$

0.38

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

Net income

 

$

26,885

 

$

72,208

Less income related to unvested restricted shares

 

 

(66)

 

 

(334)

Income available to common shareholders - Diluted

 

$

26,819

 

$

71,874

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

181,523

 

 

188,968

Effect of dilutive stock options and restricted stock units

 

 

1,129

 

 

1,431

Weighted-average common shares outstanding - Diluted

 

 

182,652

 

 

190,399

 

 

 

 

 

 

 

Diluted earnings per common share

 

$

0.15

 

$

0.38

 

 

 

 

 

8. SEGMENTS AND GEOGRAPHIC INFORMATION

 

We consider Michaels-U.S., Michaels-Canada, Aaron Brothers, Pat Catan’s and Darice to be our operating segments for purposes of determining reportable segments based on the criteria of ASC 280, Segment Reporting (“ASC 280”). We determined that Michaels-U.S., Michaels-Canada, Aaron Brothers and Pat Catan’s have similar economic characteristics and meet the aggregation criteria set forth in ASC 280. Therefore, we combine these operating segments into one reporting segment. Darice does not meet the materiality criteria in ASC 280 and, therefore, is not disclosed as a reportable segment. Our chief operating decision makers evaluate historical operating performance and forecast future periods’ operating performance based on operating income.

 

Our net sales by country are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

 

2018

 

2017

United States

 

$

1,048,001

 

$

1,056,643

Canada

 

 

107,510

 

 

101,920

Total

 

$

1,155,511

 

$

1,158,563

 

 

12

 


 

Table of Contents

9. CONTINGENCIES

 

Fair Credit Reporting Claim

 

On December 11, 2014, MSI was served with a lawsuit, Christina Graham v. Michaels Stores, Inc., filed in the U.S. District Court for the District of New Jersey by a former employee. The lawsuit is a purported class action, bringing plaintiff’s individual claims, as well as claims on behalf of a putative class of applicants who applied for employment with Michaels through an online application, and on whom a background check for employment was procured. The lawsuit alleges that MSI violated the Fair Credit Reporting Act (“FCRA”) and the New Jersey Fair Credit Reporting Act by failing to provide the proper disclosure and obtain the proper authorization to conduct background checks. Since the initial filing, another named plaintiff joined the lawsuit, which was amended in February 2015, Christina Graham and Gary Anderson v. Michaels Stores, Inc., with substantially similar allegations. The plaintiffs seek statutory and punitive damages as well as attorneys’ fees and costs.

 

Following the filing of the Graham case in New Jersey, five additional purported class action lawsuits with six plaintiffs were filed, Michele Castro and Janice Bercut v. Michaels Stores, Inc., in the U.S. District Court for the Northern District of Texas, Michelle Bercut v. Michaels Stores, Inc. in the Superior Court of California for Sonoma County, Raini Burnside v. Michaels Stores, Inc., in the U.S. District Court for the Western District of Missouri, Sue Gettings v. Michaels Stores, Inc., in the U.S. District Court for the Southern District of New York, and Barbara Horton v. Michaels Stores, Inc., in the U.S. District Court for the Central District of California. All of the plaintiffs alleged violations of the FCRA. In addition, the Castro, Horton and Janice Bercut lawsuits also alleged violations of California’s unfair competition law. The Burnside, Horton and Gettings lawsuits, as well as the claims by Michele Castro, have been dismissed. The Graham, Janice Bercut and Michelle Bercut lawsuits were transferred for centralized pretrial proceedings to the District of New Jersey. On January 24, 2017, the Company’s motion to dismiss for lack of standing was granted, and the court declined to rule on the merits of plaintiffs’ claims. The dismissal order was stayed for 30 days to allow the plaintiffs to amend their complaints. Because there were no amendments filed, two of the three centralized cases were dismissed and subsequently appealed to the U.S. Court of Appeals for the Third Circuit, and the remaining case (Michelle Bercut) was remanded to California Superior Court. We reached a tentative settlement on all pending lawsuits and a preliminary approval of the settlement was granted by the Court on April 18, 2018. The final approval hearing is scheduled for September 19, 2018. We do not believe the resolution of the lawsuits will have a material effect on our consolidated financial statements.  

 

General

 

In addition to the litigation discussed above, we are now, and may be in the future, involved in various other lawsuits, claims and proceedings incident to the ordinary course of business. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources.

 

10. RELATED PARTY TRANSACTIONS

 

Affiliates of, or funds advised by, Bain Capital Private Equity, L.P. (“Bain Capital”) and The Blackstone Group L.P. (“The Blackstone Group”, together with Bain Capital and their applicable affiliates, the “Sponsors”) owned approximately 40% of our outstanding common stock as of May 5, 2018.

 

The Blackstone Group owns a majority equity position in RGIS, a vendor we utilized until February 2018 to count our store inventory. Payments associated with this vendor during the first quarters of fiscal 2018 and fiscal 2017 were $0.7 million and $2.0 million, respectively. These expenses are included in selling, general and administrative (“SG&A”) in the consolidated statements of comprehensive income.

 

The Blackstone Group owns a majority equity position in Excel Trust, Inc., Blackstone Real Estate DDR Retail Holdings III, LLC and Blackstone Real Estate RC Retail Holdings, LLC, vendors we utilize to lease certain properties.

13

 


 

Table of Contents

Payments associated with these vendors during the first quarters of fiscal 2018 and fiscal 2017 were $1.8 million and $1.9 million, respectively. These expenses are included in cost of sales and occupancy expense in the consolidated statements of comprehensive income.

 

Three of our current directors, Joshua Bekenstein, Ryan Cotton and Peter F. Wallace, are affiliates of either Bain Capital or The Blackstone Group. As such, some or all of such directors may have an indirect material interest in payments with respect to debt securities of the Company that have been purchased by affiliates of Bain Capital and The Blackstone Group. As of May 5, 2018, affiliates of The Blackstone Group held $93.1 million of our Amended Term Loan Credit Facility.

 

11. CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

Our debt covenants restrict MSI, and certain subsidiaries of MSI, from various activities including the incurrence of additional debt, payment of dividends and the repurchase of MSI’s capital stock (subject to certain exceptions), among other things. The following condensed consolidated financial information represents the financial information of MSI and its wholly-owned subsidiaries subject to these restrictions. The information is presented in accordance with the requirements of Rule 12-04 under the SEC’s Regulation S-X.

 

Michaels Stores, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

May 5,

 

February 3,

 

April 29,

ASSETS

    

2018

 

2018

 

2017

Current assets:

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

$

421,685

 

$

425,129

 

$

197,100

Merchandise inventories

 

 

1,121,563

 

 

1,123,288

 

 

1,102,346

Prepaid expenses and other current assets

 

 

141,229

 

 

127,656

 

 

114,536

Total current assets

 

 

1,684,477

 

 

1,676,073

 

 

1,413,982

Property and equipment, net

 

 

424,905

 

 

420,020

 

 

403,049

Goodwill

 

 

119,074

 

 

119,074

 

 

119,074

Other assets

 

 

84,608

 

 

84,537

 

 

73,414

Total assets

 

$

2,313,064

 

$

2,299,704

 

$

2,009,519

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

449,687

 

$

483,002

 

$

430,261

Accrued liabilities and other

 

 

384,170

 

 

369,647

 

 

347,987

Current portion of long-term debt

 

 

24,900

 

 

24,900

 

 

24,900

Other current liabilities

 

 

127,568

 

 

124,881

 

 

153,243

Total current liabilities

 

 

986,325

 

 

1,002,430

 

 

956,391

Long-term debt

 

 

2,696,408

 

 

2,701,764

 

 

2,717,831

Other liabilities

 

 

173,162

 

 

165,662

 

 

109,975

Total stockholders’ deficit

 

 

(1,542,831)

 

 

(1,570,152)

 

 

(1,774,678)

Total liabilities and stockholders’ deficit

 

$

2,313,064

 

$

2,299,704

 

$

2,009,519

 

14

 


 

Table of Contents

 

Michaels Stores, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

    

2018

    

2017

Net sales

 

$

1,155,511

 

$

1,158,563

Cost of sales and occupancy expense

 

 

698,948

 

 

690,929

Gross profit

 

 

456,563

 

 

467,634

Selling, general and administrative

 

 

328,392

 

 

327,465

Restructure charge

 

 

47,498

 

 

 —

Store pre-opening costs

 

 

1,505

 

 

978

Operating income

 

 

79,168

 

 

139,191

Interest and other expense

 

 

32,904

 

 

30,396

Income before income taxes

 

 

46,264

 

 

108,795

Income taxes

 

 

19,211

 

 

36,634

Net income

 

$

27,053

 

$

72,161

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

Foreign currency translation adjustment and other

 

 

(7,053)

 

 

(5,272)

Comprehensive income

 

$

20,000

 

$

66,889

 

Michaels Stores, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 5,

 

April 29,

 

 

2018

 

2017

Cash flows from operating activities:

 

 

 

 

 

 

Net cash provided by operating activities

 

$

30,605

 

$

26,543

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Additions to property and equipment

 

 

(27,824)

 

 

(15,690)

Net cash used in investing activities

 

 

(27,824)

 

 

(15,690)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net repayments of debt

 

 

(6,225)

 

 

(24,450)

Net borrowings of debt

 

 

 —

 

 

12,000

Payment of dividend to Michaels Funding, Inc.

 

 

 —

 

 

(95,357)

Net cash used in financing activities

 

 

(6,225)

 

 

(107,807)

 

 

 

 

 

 

 

Net change in cash and equivalents

 

 

(3,444)

 

 

(96,954)

Cash and equivalents at beginning of period

 

 

425,129

 

 

294,054

Cash and equivalents at end of period

 

$

421,685

 

$

197,100

 

15

 


 

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements of the Company (and the related notes thereto included elsewhere in this quarterly report), the audited consolidated financial statements of the Company (and the related notes thereto) and the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2018 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on March 20, 2018.

 

All of the “Company”, “us”, “we”, “our”, and similar expressions are references to The Michaels Companies, Inc. (“Michaels”) and our consolidated wholly-owned subsidiaries,  unless otherwise expressly stated or the context otherwise requires.

 

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to January 31. All references to fiscal year mean the year in which that fiscal year began. References to “fiscal 2018” relate to the 52 weeks ending February 2, 2019 and references to “fiscal 2017” relate to the 53 weeks ended February 3, 2018. In addition, all references to “the first quarter of fiscal 2018” relate to the 13 weeks ended May 5, 2018 and all references to “the first quarter of fiscal 2017” relate to the 13 weeks ended April 29, 2017. Because of the seasonal nature of our business, the results of operations for the 13 weeks ended May 5, 2018 are not indicative of the results to be expected for the entire year. 

 

Overview

 

We are the largest arts and crafts specialty retailer in North America (based on store count) providing materials, project ideas and education for creative activities under the retail brands of Michaels, Aaron Brothers and Pat Catan’s. We also operate an international wholesale business under the Darice brand name and a market-leading vertically-integrated custom framing business under the Artistree brand name. As of May 5, 2018, we operated 1,243 Michaels stores, 3 Aaron Brothers stores and 36 Pat Catan’s stores.

 

In March 2018, we closed all 94 full-size Aaron Brothers stores and began the process of repositioning our Aaron Brothers brand as a store-within-a-store, providing custom framing services in all Michaels stores. In the first quarter of fiscal 2018, we recorded a restructure charge totaling $47.5 million, consisting primarily of costs associated with the termination of the remaining lease obligations, the write-off of fixed assets and employee-related expenses. In the first quarters of fiscal 2018 and fiscal 2017, Aaron Brothers net sales totaled approximately $12.9 million and $25.5 million, respectively. Excluding the restructure charge, Aaron Brothers did not have a material impact on the Company’s operating income in the periods presented. 

 

Net sales for the first quarter of fiscal 2018 decreased 0.3% compared to the same period in the prior year. The decrease in net sales was due to the closure of substantially all of our Aaron Brothers stores and a decrease in wholesale revenue.  The decrease was partially offset by an increase in net sales due to the opening of 18 additional Michaels stores (net of closures) since April 29, 2017 and a 0.4% increase in comparable store sales. Gross profit as a percent of net sales decreased 90 basis points to 39.5% during the first quarter of fiscal 2018 due primarily to higher distribution related costs and the negative impact associated with the closure of substantially all of our Aaron Brothers stores.  Operating income as a percent of net sales decreased to 6.8% for the first quarter of fiscal 2018 compared to 12.0% in the same period in the prior year. The decrease was primarily due to the restructure charge associated with the Aaron Brothers store closures.

 

16

 


 

Table of Contents

Comparable Store Sales

 

Comparable store sales represents the change in net sales for stores open the same number of months in the comparable period of the previous year, including stores that were relocated or expanded during either period, as well as e-commerce sales. A store is deemed to become comparable in its 14th month of operation in order to eliminate grand opening sales distortions. A store temporarily closed more than two weeks is not considered comparable during the month it is closed. If a store is closed longer than two weeks but less than two months, it becomes comparable in the month in which it reopens, subject to a mid-month convention. A store closed longer than two months becomes comparable in its 14th month of operation after its reopening. All Aaron Brothers stores have been excluded from comparable stores sales in fiscal 2018. 

 

Operating Information

 

The following table sets forth certain operating data: 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

 

May 5,

 

April 29,

 

 

 

2018

 

2017

 

Michaels stores:

 

 

 

 

 

 

 

Open at beginning of period

 

 

1,238

 

 

1,223

 

New stores

 

 

 6

 

 

 3

 

Relocated stores opened

 

 

 9

 

 

 7

 

Closed stores

 

 

(1)

 

 

(1)

 

Relocated stores closed

 

 

(9)

 

 

(7)

 

Open at end of period

 

 

1,243

 

 

1,225

 

 

 

 

 

 

 

 

 

Aaron Brothers stores:

 

 

 

 

 

 

 

Open at beginning of period

 

 

97

 

 

109

 

Closed stores

 

 

(94)

 

 

(5)

 

Open at end of period

 

 

 3

 

 

104

 

 

 

 

 

 

 

 

 

Pat Catan's stores:

 

 

 

 

 

 

 

Open at beginning and end of period

 

 

36

 

 

35

 

Total store count at end of period

 

 

1,282

 

 

1,364

 

 

 

 

 

 

 

 

 

Other Operating Data:

 

 

 

 

 

 

 

Average inventory per Michaels store (in thousands) (1)

 

$

814

 

$

803

 

Comparable store sales

 

 

0.4

%

 

(1.2)

%

Comparable store sales, at constant currency

 

 

0.0

%

 

(1.2)

%


(1) The calculation of average inventory per Michaels store excludes our Aaron Brothers and Pat Catan’s stores.

17

 


 

Table of Contents

Results of Operations

 

The following table sets forth the percentage relationship to net sales of line items of our consolidated statements of comprehensive income. This table should be read in conjunction with the following discussion and with our consolidated financial statements, including the related notes.

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

 

May 5,

 

April 29,

 

 

 

2018

 

2017

 

Net sales

 

100.0

%

100.0

%

Cost of sales and occupancy expense

 

60.5

 

59.6

 

Gross profit

 

39.5

 

40.4

 

Selling, general and administrative

 

28.4

 

28.3

 

Restructure charge

 

4.1

 

 —

 

Store pre-opening costs

 

0.1

 

0.1

 

Operating income

 

6.8

 

12.0

 

Interest expense

 

3.0

 

2.6

 

Other income, net

 

(0.1)

 

 —

 

Income before income taxes

 

4.0

 

9.4

 

Income taxes

 

1.7

 

3.2

 

Net income

 

2.3

%

6.2

%

 

13 Weeks Ended May 5, 2018 Compared to the 13 Weeks Ended April 29, 2017

 

Net Sales. Net sales decreased $3.1 million for the first quarter of fiscal 2018, or 0.3%, compared to the first quarter of fiscal 2017. The decrease in net sales was due to a $12.6 million decrease related to the closure of substantially all of our Aaron Brothers stores and a $4.4 million decrease in wholesale revenue. The decrease was partially offset by a $9.4 million increase related primarily to 18 additional Michaels stores opened (net of closures) since the first quarter of fiscal 2017 and a $3.9 million increase in comparable store sales. Comparable store sales increased 0.4% compared to the first quarter of fiscal 2017 due to an increase in average ticket, partially offset by a decrease in customer transactions.  

 

Gross Profit. Gross profit was 39.5% of net sales in the first quarter of fiscal 2018 compared to 40.4% in the first quarter of fiscal 2017. The 90 basis point decrease was primarily due to higher distribution related costs, occupancy cost deleverage and the negative impact related to the Aaron Brothers store closures. The decrease was partially offset by our ongoing sourcing initiatives.

 

Selling, General and Administrative. Selling, general and administrative (“SG&A”) was 28.4% of net sales for the first quarter of fiscal 2018 compared to 28.3% for the first quarter of fiscal 2017. SG&A increased $1.2 million to $328.6 million for the first quarter of fiscal 2018. The increase was primarily due to  a $2.9 million increase in professional fees related to strategic initiatives, $2.3 million associated with operating 18 additional Michaels stores (net of closures) and a  $1.9 million increase in payroll-related expenses. The increase was partially offset by a $5.0 million decrease related to the Aaron Brothers store closures during the first quarter of fiscal 2018.

 

Restructure Charge. We recorded a restructure charge of $47.5 million in the first quarter of fiscal 2018 primarily related to the closure of substantially all of our Aaron Brothers stores.

 

Interest Expense. Interest expense increased $4.2 million to $34.6 million in the first quarter of fiscal 2018 compared to the same period in the prior year. The increase was primarily due to a higher interest rate on our amended term loan credit facility.

 

18

 


 

Table of Contents

Income Taxes. The effective tax rate was 41.6% for the first quarter of fiscal 2018 compared to 33.7% for the first quarter of fiscal 2017. The effective tax rate for the first quarter of fiscal 2018 was higher than the same period in the prior year due to provisional adjustments of $8.1 million related to repatriation taxes for accumulated earnings of foreign subsidiaries associated with the enactment of the Tax Cuts and Jobs Act in the fourth quarter of fiscal 2017, partially offset by the reduction of the federal statutory tax rate from 35% to 21%.

 

Liquidity and Capital Resources

 

We require cash principally for day-to-day operations, to finance capital investments, purchase inventory, service our outstanding debt and for seasonal working capital needs. We expect that our available cash, cash flow generated from operating activities and funds available under our Amended Revolving Credit Facility will be sufficient to fund planned capital expenditures, working capital requirements, debt repayments, debt service requirements and anticipated growth for the foreseeable future. Our ability to satisfy our liquidity needs and continue to refinance or reduce debt could be adversely affected by the occurrence of any of the events described under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended February 3, 2018 or our failure to meet our debt covenants. Our Amended Revolving Credit Facility provides senior secured financing of up to $850.0 million, subject to a borrowing base. As of May 5, 2018, the borrowing base was $770.7 million, of which we had $96.7 million of outstanding standby letters of credit and $674.0 million of unused borrowing capacity. Our cash and cash equivalents totaled $422.5 million at May 5, 2018.

 

In June 2017, the Board of Directors authorized a new share repurchase program for the Company to purchase $500.0 million of the Company’s common stock on the open market. The share repurchase program does not have an expiration date, and the timing and number of repurchase transactions under the program will depend on market conditions, corporate considerations, debt agreements and regulatory requirements. Shares repurchased under the program are held as treasury shares until retired. During the first quarter of fiscal 2018, we did not repurchase any shares under our current share repurchase program. During the first quarter of fiscal 2017, we repurchased 4.8 million shares under our previous share repurchase program for an aggregate amount of $99.3 million. As of May 5, 2018, we had $350.0 million of availability remaining under our current program.

 

On May 23, 2018, Michaels Stores, Inc. (“MSI”) entered into an amendment with JPMorgan Chase Bank, N.A. (“JPMorgan”) and other lenders to amend and restate our term loan credit facility.  The amended and restated credit agreement, together with the related security, guarantee and other agreements, is referred to as the “Amended and Restated Term Loan Credit Facility”.  Borrowings under the Amended and Restated Term Loan Credit Facility bear interest at a rate per annum, at MSI’s option, of either (a) a margin of 1.50% plus a base rate defined as the highest of (1) the prime rate of JPMorgan, (2) the federal funds effective rate plus 0.5%, and (3) the one-month London Interbank Offered Rate (“LIBOR”) plus 1% or (b) a margin of 2.50% plus the applicable LIBOR.  MSI is required to make scheduled quarterly payments equal to 0.25% of the original principal amount of the term loans (subject to adjustments relating to the incurrence of additional term loans) for the first four years and two quarters of the Amended and Restated Term Loan Credit Facility, with the balance to be paid on January 28, 2023.  All other terms under the Amended Term Loan Credit Facility have remained unchanged.  As a result of this refinancing, we will record a loss on the early extinguishment of debt of approximately $2 million during the second quarter of fiscal 2018.

   

We had total outstanding debt of $2,736.1 million at May 5, 2018, of which $2,226.1 million was subject to variable interest rates and $510.0 million was subject to fixed interest rates. In April 2018, we executed two interest rate swaps with an aggregate notional value of $1.0 billion associated with our outstanding Amended Term Loan Credit Facility. The interest rate swaps have a maturity date of April 30, 2021 and were executed for risk management and are not held for trading purposes. The objective of the interest rate swap is to hedge the variability of cash flows resulting from fluctuations in the one-month LIBOR. The swaps replaced the one-month LIBOR with a fixed interest rate of 2.7765% and payments are settled monthly.

 

Our substantial indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations.

19

 


 

Table of Contents

Management reacts strategically to changes in economic conditions and monitors compliance with debt covenants to seek to mitigate any potential material impacts to our financial condition and flexibility.

 

We intend to use excess operating cash flows to invest in growth opportunities, repurchase outstanding shares and repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. As such, we and our subsidiaries, affiliates and significant shareholders may, from time to time, seek to retire or purchase our outstanding debt (including publicly issued debt) through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. If we use our excess cash flows to repay our debt, it will reduce the amount of excess cash available for additional capital expenditures.

 

Cash Flow from Operating Activities

 

Cash flows provided by operating activities were $32.5 million in the first quarter of fiscal 2018 compared to $22.9 million in the first quarter of fiscal 2017. The increase was primarily due to the timing of interest payments.

 

Inventory at the end of the first quarter of fiscal 2018 increased $19.2 million, or 1.7%, to $1,121.6 million, compared to $1,102.3 million at the end of the first quarter of fiscal 2017. The increase in inventory was primarily due to additional inventory associated with the operation of 18 additional Michaels stores (net of closures), partially offset by a decrease in inventory related to the Aaron Brothers store closures in the first quarter of fiscal 2018. Average inventory per Michaels store (inclusive of distribution centers, in-transit and inventory for the Company’s e-commerce site) increased 1.4% to $814,000 at May 5, 2018 from $803,000 at April 29, 2017.

 

Cash Flow from Investing Activities

 

The following table includes capital expenditures paid during the periods presented (in thousands):