99 CENTS ONLY STORES LLC

CIK:0001011290|SEC Filings

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 27, 2017	Oct. 28, 2016	Oct. 27, 2017	Oct. 28, 2016
Net Sales:
99 Only Stores	$ 543,856	$ 489,900	$ 1,613,136	$ 1,479,126
Bargain Wholesale	9,775	10,244	28,457	30,405
Total sales	553,631	500,144	1,641,593	1,509,531
Cost of sales	390,776	354,982	1,160,522	1,074,202
Gross profit	162,855	145,162	481,071	435,329
Selling, general and administrative expenses	172,434	165,219	498,444	481,933
Operating loss	(9,579)	(20,057)	(17,373)	(46,604)
Other (income) expense:
Interest income	(1)	(7)	(8)	(45)
Interest expense	17,480	16,920	51,983	50,230
Loss on extinguishment				335
Total other expense, net	17,479	16,913	51,975	50,520
Loss before provision for income taxes	(27,058)	(36,970)	(69,348)	(97,124)
Provision for income taxes		21	87	146
Net loss	(27,058)	(36,991)	(69,435)	(97,270)
Other comprehensive income, net of tax:
Unrealized losses on interest rate cash flow hedge				(168)
Less: reclassification adjustment included in net loss				330
Other comprehensive income, net of tax				162
Comprehensive loss	$ (27,058)	$ (36,991)	$ (69,435)	$ (97,108)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Oct. 27, 2017	Oct. 28, 2016
Cash flows from operating activities:
Net loss	$ (69,435)	$ (97,270)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation	50,980	51,375
Amortization of deferred financing costs and accretion of OID	5,179	4,457
Amortization of intangible assets	1,313	1,312
Amortization of favorable/unfavorable leases, net	2,117	1,802
Loss on extinguishment of debt		335
Gain on disposal of fixed assets	(16,402)	(564)
Long-lived assets impairment	1,515	491
Loss on interest rate hedge		514
Stock-based compensation	368	543
Changes in assets and liabilities associated with operating activities:
Accounts receivable	1,179	(1,468)
Inventories	(36,946)	8,271
Deposits and other assets	(5,577)	5,202
Accounts payable	9,470	8,190
Accrued expenses	30,236	19,781
Accrued workers' compensation	49	(847)
Income taxes	1,137	1,322
Deferred rent	276	1,339
Other long-term liabilities	(1,485)	3,146
Net cash (used in) provided by operating activities	(26,026)	7,931
Cash flows from investing activities:
Purchases of property and equipment	(32,051)	(35,273)
Proceeds from sale of property and fixed assets	9,399	617
Insurance recoveries for replacement assets	475	937
Net cash used in investing activities	(22,177)	(33,719)
Cash flows from financing activities:
Proceeds from long-term debt	25,000
Payment of long-term debt	(4,604)	(4,604)
Proceeds under revolving credit facility	211,400	168,500
Payments under revolving credit facility	(197,200)	(174,500)
Payments of debt issuance costs	(880)	(4,725)
Proceeds from financing lease obligations	15,317	41,993
Payments of capital and financing lease obligations	(887)	(762)
Net cash provided by financing activities	48,146	25,902
Net (decrease) increase in cash	(57)	114
Cash - beginning of period	2,448	2,312
Cash - end of period	2,391	2,426
Supplemental cash flow information:
Income taxes refunded	(1,124)	(1,175)
Interest paid	39,907	38,436
Non-cash investing activities for purchases of property and equipment	$ (1,182)	$ (662)

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 27, 2017	Jan. 27, 2017
Current Assets:
Cash	$ 2,391	$ 2,448
Accounts receivable, net of allowance for doubtful accounts of $7 and $122 at October 27, 2017 and January 27, 2017, respectively	2,331	3,510
Income taxes receivable	2,739	3,876
Inventories, net	212,838	175,892
Assets held for sale	4,903	4,903
Other	10,935	10,307
Total current assets	236,137	200,936
Property and equipment, net	461,688	507,620
Deferred financing costs, net	1,976	3,488
Intangible assets, net	442,711	447,027
Goodwill	380,643	380,643
Deposits and other assets	13,491	8,592
Total assets	1,536,646	1,548,306
Current Liabilities:
Accounts payable	97,240	86,588
Payroll and payroll-related	35,736	24,110
Sales tax	16,712	19,389
Other accrued expenses	67,710	46,082
Workers' compensation	69,218	69,169
Current portion of long-term debt	6,138	6,138
Current portion of capital and financing lease obligations	1,228	31,330
Total current liabilities	293,982	282,806
Long-term debt, net of current portion	902,417	865,375
Unfavorable lease commitments, net	3,079	3,988
Deferred rent	30,636	30,360
Deferred compensation liability	959	816
Capital and financing lease obligation, net of current portions	52,584	47,195
Deferred income taxes	161,450	161,450
Other liabilities	16,587	12,297
Total liabilities	1,461,694	1,404,287
Commitments and contingencies (Note 11)
Member's Equity:
Member units - 100 units issued and outstanding at October 27, 2017 and January 27, 2017	551,286	550,918
Investment in Number Holdings, Inc. preferred stock	(19,200)	(19,200)
Accumulated deficit	(457,134)	(387,699)
Total equity	74,952	144,019
Total liabilities and equity	$ 1,536,646	$ 1,548,306