HOFFMAN ESTATES, Ill.,
Nov. 8, 2017 /PRNewswire/
-- Sears Holdings Corporation ("Holdings," "we," "us," "our,"
or the "Company") (NASDAQ: SHLD) announces:
- Entered into an agreement with the Pension Benefit Guaranty
Corporation ("PBGC") to release approximately 140 Sears properties
from ring-fence arrangement in exchange for $407 million of contributions to our pension
plans. This agreement provides the Company with financial
flexibility through the ability to monetize properties, and, in
addition, provides funding relief from contributions to the pension
plans for the next two years.
- Expects third quarter 2017 net loss attributable to Sears
Holdings' shareholders to improve by approximately $190 million, while Adjusted EBITDA is expected
to improve by approximately $100
million (using the mid-point estimate), compared to the
third quarter of 2016. This marks the second consecutive quarter of
at least $100 million year-over-year
improvement in both metrics.
- Achieved our annualized cost savings target of $1.25 billion through the simplification of our
organizational structure, streamlining of operations, and closure
of under-performing stores, including those announced earlier this
month.
- Generated additional cash proceeds of approximately
$167 million subsequent to
quarter-end from real estate transactions and commercial
arrangements. Proceeds were utilized to pay down our outstanding
real estate loans and our revolver borrowings resulting in an
adjusted availability on our revolving credit facility and general
debt basket of $185 million and
$120 million, respectively.
- Paid down outstanding borrowings under our Term Loan maturing
in June of 2018 by $205 million
during November reducing the outstanding balance to approximately
$520 million, bringing our total 2018
Term Loan repayment during 2017 to approximately $450 million.
- Commenced a consent solicitation to amend the "Borrowing Base"
definition in the indenture relating to our 6 5/8% Senior Secured
Notes due 2018. The amendment, if approved by the requisite holders
of the notes, would provide us with additional borrowing
availability.
"This agreement with the PBGC is another positive step forward
which, upon closing, will provide our Company with financial
flexibility while supporting our commitment to honor our
obligations to the associates and retirees covered by the pension
plans," said Edward S. Lampert,
Sears Holdings' Chairman and Chief Executive Officer. "While the
lower interest rate environment has had a significant, unfavorable
impact on the pension plans' funding, Sears Holdings has
demonstrated its commitment to honoring this obligation."
Rob Riecker, Chief Financial
Officer of Sears Holdings, said, "Our recent actions further
demonstrate our ability to manage our business while meeting our
financial obligations. We continue to review our capital structure
to maximize our additional financial flexibility. In addition, we
will continue to evaluate alternatives to meaningfully reduce cash
interest payments in 2018."
Pension Update
The Company and the PBGC have entered into an amendment to their
March 2016 Pension Plan Protection
and Forbearance Agreement (the "PPPFA"). The amendment, which is
expected to close in approximately three months, provides for the
release of approximately 140 Sears properties from a ring-fence
arrangement created under the PPPFA upon, and in exchange for, the
payment of approximately $407 million
into the Sears pension plans. Sears Holdings expects to raise the
$407 million through a sale of
properties and/or financing secured by the properties, with such
financing to be repaid from the proceeds of sales of the properties
over the next two years. Sears is also required to make the
approximately $37 million quarterly
payment due to the pension plans in December
2017.
Following the making of the $407
million contribution, Sears will be relieved of the
obligation to make further contributions to the pension plans for
approximately two years (other than a $20
million supplemental payment due in Q2 2018), and the
remaining properties will no longer be ring-fenced.
The Company has consistently managed its business such that it
is able to meet its pension obligations despite the prolonged low
interest rate environment. Since the 2005 merger of Sears and
Kmart, Sears Holdings has contributed approximately $4.5 billion to the pension plans, to cover what
was initially a $1.8 billion deficit
(on a GAAP basis).
The Company has taken numerous measures to generate the
necessary cash. These measures have included sales of significant
assets, the closing of large numbers of stores, and the sale of the
Craftsman brand. The Company has used cash generated from these
sales to provide for the funding of lump sum buyouts and
annuitizations, thereby reducing its obligations while ensuring
that associates and retirees receive their full pension benefits in
lump sum or annuity form. As a result of these efforts, the number
of participants in the Company's pension plans has been reduced
from approximately 400,000 to approximately 100,000.
Financial Update
Over the past several months, the Company continued to focus on
streamlining its operations, reducing inventory and operating
expenses, and taking actions to further improve performance.
The retail environment remains challenging, with continued
pressures on sales. We had total revenues of approximately
$3.7 billion during the third quarter
of 2017, compared with $5.0 billion
in the prior year quarter, with store closures contributing to over
half of the decline. Our revenues were also negatively impacted by
reductions in the number of pharmacies in open Kmart stores, as
well as the reduction in consumer electronics assortments in both
our Kmart and Sears stores. Total comparable store sales declined
15.3% during the quarter. Kmart comparable store sales decreased
13.0%, while Sears comparable store sales declined 17.0%. Excluding
the impact of the above items, comparable stores sales declined
13.6% during the quarter, with Kmart comparable store sales
declining 10.7%, and Sears comparable store sales declining
15.6%.
Despite the challenges in the retail environment, we expect to
deliver our second consecutive quarter of at least $100 million improvement in Adjusted EBITDA as
the restructuring actions taken in the first three quarters of
2017, including closure of unprofitable stores, have resulted in
meaningful improvement in our performance. Adjusted EBITDA is
expected to be between $(300) million and
$(250) million for the third quarter of 2017 compared to
$(375) million in the third quarter
of 2016. In addition, we expect a net loss attributable to Sears
Holdings' shareholders of between $595
million and $525 million in the third quarter of 2017,
compared to a net loss attributable to Sears Holdings' shareholders
of $748 million in the prior year
third quarter, an improvement of approximately $190 million. We have provided a reconciliation
of Adjusted EBITDA, a non-GAAP financial measure, to net loss
attributable to Sears Holdings' shareholders below.
Earlier this month, we announced the closure of 63 additional
unprofitable stores which are expected to close after the holidays.
We have continued to make progress on the strategic priorities
outlined earlier this year with a goal of restoring positive
Adjusted EBITDA in 2018.
Liquidity
At October 28, 2017, we had
utilized approximately $805 million
of our $1.5 billion revolving credit
facility due in 2020 (consisting of $424
million of borrowings and $381
million of letters of credit outstanding). The amount
available to borrow under our credit facility was approximately
$39 million, which reflects the
effect of our springing fixed charge coverage ratio covenant and
the borrowing base limitation in our revolving credit facility,
which varies based on our overall inventory and receivables
balances. Availability under our general debt basket was
approximately $99 million at
October 28, 2017. After giving effect
to the cash proceeds of $167 million
generated subsequent to quarter end from real estate transactions
and commercial arrangements, availability on our revolving credit
facility and general debt basket was approximately $185 million and $120
million, respectively.
The Company's total cash balances were $354 million at October
28 2017, including restricted cash of $154 million. Short-term borrowings totaled
$1.1 billion at the end of the third
quarter of 2017, consisting of $40
million of commercial paper, $424
million of revolver borrowings, $413
million of line of credit loans, and $185 million of borrowings under the Second
Amended and Restated Loan Agreement in October 2017.
Merchandise inventories were $3.5
billion at October 28, 2017,
compared to $5.0 billion at
October 29, 2016, with the reduction
driven in large part by having over 400 fewer stores in operation
compared to the prior year. Merchandise payables were $0.8 billion and $1.6
billion at October 28, 2017
and October 29, 2016, respectively as
we have significantly reduced our dependency on vendor
financing.
Total long-term debt (including current portion of long-term
debt and capital lease obligations) was $3.3
billion at October 28,
2017.
Finally, during the third quarter of 2017, we generated net cash
proceeds of over $270 million from real estate
transactions and other asset sales, a portion of which were used to
reduce the amounts outstanding under the 2017 Real Estate Loan to
$384 million with remaining proceeds
utilized to pay down our revolving credit facility and a portion of
the aggregate loan. Additionally, the $200 million aggregate loan made under the Second
Amended and Restated Loan Agreement in October 2017 was reduced to $165 million subsequent to the end of the
quarter, and the 2016 Real Estate Loan outstanding is
$263 million.
Adjusted EBITDA Reconciliation
In addition to our net loss attributable to Sears Holdings'
shareholders determined in accordance with Generally Accepted
Accounting Principles ("GAAP"), for purposes of evaluating
operating performance, we use Adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization ("Adjusted EBITDA"), which is
a non-GAAP measure. The tables attached to this press release
provide a reconciliation of GAAP to as adjusted amounts. We believe
that our use of Adjusted EBITDA provides an appropriate measure for
investors to use in assessing our performance across periods, given
that these measures provide adjustments for certain significant
items, which may vary significantly from period to period,
improving the comparability of year-to-year results and is
therefore representative of our ongoing performance. Therefore, we
have adjusted our results for them to make our statements more
useful and comparable. However, we do not, and do not recommend
that investors solely use adjusted amounts to assess our financial
performance.
As a result of the Seritage and JV transactions, Adjusted EBITDA
for the third quarter of 2017 and 2016 included additional rent
expense of approximately $40 million
and $48 million, respectively. Due to
the structure of the leases, we expect that our cash rent
obligations to Seritage and the joint venture partners will
decline, over time, as space in these stores is recaptured. From
the inception of the Seritage transaction to date, we have received
recapture notices on 38 properties and also exercised our right to
terminate the lease on 56 properties, which is estimated to reduce
our rent payments by approximately $50
million on an annual basis.
millions
|
Q3 2017
|
|
|
|
|
|
|
|
Low
|
|
High
|
•
|
Expected net loss
attributable to Holdings' shareholders
|
$
|
(595)
|
|
|
$
|
(525)
|
|
•
|
Plus domestic pension
expense(1) and significant items not included in
Adjusted EBITDA(2)
|
375
|
|
|
365
|
|
•
|
Plus income statement
line items not included in EBITDA consisting of income taxes,
interest expense, interest and investment loss, depreciation and
amortization expense and gain on sales of assets
|
(80)
|
|
|
(90)
|
|
Adjusted
EBITDA
|
$
|
(300)
|
|
|
$
|
(250)
|
|
|
|
(1)
|
The annual pension
expense included in our statement of operations related to our
legacy domestic pension plans is comprised of interest cost,
expected return on plan assets and amortization of experience
losses. Gains and losses occur when actual experience differs from
the estimates used to allocate the change in value of pension plans
to expense throughout the year or when assumptions change, as they
may each year. Significant factors that can contribute to the
recognition of actuarial gains and losses include changes in
discount rates used to remeasure pension obligations on an annual
basis or, upon a qualifying remeasurement, differences between
actual and expected returns on plan assets and other changes in
actuarial assumptions. Management believes these actuarial gains
and losses are primarily financing activities that are more
reflective of changes in current conditions in global financial
markets (and in particular interest rates) that are not directly
related to the underlying business and that do not have an
immediate, corresponding impact on the benefits provided to
eligible retirees. This adjustment eliminates the entire pension
expense from the statement of operations to improve
comparability.
|
|
|
(2)
|
Significant items not
included in Adjusted EBITDA include impairment charges related to
fixed assets, closed store and severance charges and, transaction
costs associated with strategic initiatives.
|
Forward-Looking Statements
This press release contains forward-looking statements intended
to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements about our strategic restructuring
program and anticipated results of strategic initiatives, our
transformation through our integrated retail strategy, our plans to
redeploy and reconfigure our assets, our plans to market and sell a
portion of our existing real estate assets, our liquidity, our
ability to exercise financial flexibility as we meet our
obligations and pursue possible strategic transactions, and other
statements that describe the Company's plans. Whenever used, words
such as "will," "expect," and other terms of similar meaning are
intended to identify such forward-looking statements.
Forward-looking statements, including these, are based on the
current beliefs and expectations of our management and are subject
to significant risks, assumptions and uncertainties, many of which
are beyond the Company's control, that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by these forward-looking statements. Detailed descriptions
of other risks relating to Sears Holdings are discussed in our most
recent Annual Report on Form 10-K and other filings with the
Securities and Exchange Commission. While we believe that our
forecasts and assumptions are reasonable, we caution that actual
results may differ materially. We intend the forward-looking
statements to speak only as of the time made and do not undertake
to update or revise them as more information becomes available,
except as required by law.
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading
integrated retailer focused on seamlessly connecting the digital
and physical shopping experiences to serve our members - wherever,
whenever and however they want to shop. Sears Holdings is home
to Shop Your Way®, a social shopping platform offering
members rewards for shopping at Sears and Kmart as well as with
other retail partners across categories important to them. The
Company operates through its subsidiaries, including Sears, Roebuck
and Co. and Kmart Corporation, with full-line and specialty retail
stores across the United States.
For more information, visit www.searsholdings.com
NEWS MEDIA CONTACT:
Sears Holdings Public
Relations
(847) 286-8371
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SOURCE Sears Holdings Corporation