Bluestem Group Inc. Announces Unaudited Consolidated Third Quarter Fiscal 2018 Earnings Results

EDEN PRAIRIE, Minn.--()--Bluestem Group Inc. ("Bluestem Group" or the "Company")(OTCMKTS: BGRP) today reported unaudited consolidated financial results that include its wholly-owned subsidiary, Bluestem Brands, Inc. and its subsidiaries (“Bluestem Brands”), for the 13- and 39-weeks ended November 2, 2018 and November 3, 2017. We refer to the 13-week periods in this release as the "third quarter". Bluestem is a multi-brand, direct-to-consumer online retailer of a broad selection of name-brand and private label general merchandise serving the boomer and senior demographic, generally considered age 50 and over, and low- to middle-income consumers across all age demographics.

Third Quarter Fiscal 2018 Bluestem Brands Highlights

  • Net sales were $407.8 million, a 2.0% increase compared to the third quarter of fiscal 2017.
  • Gross margin was 46.8% compared to 47.7% in the third quarter of fiscal 2017.
  • The new revenue recognition accounting standard ("Topic 606") adopted in Q1 2018 resulted in a net increase of $6.8 million of direct response advertising costs.
  • Selling and marketing expenses as a percent of net sales was 27.1% compared to 26.8% in the third quarter of fiscal 2017. Excluding the impact of Topic 606, selling and marketing expenses as a percent of net sales was 25.5% compared to 26.8% in the third quarter of fiscal 2017.
  • Adjusted EBITDA was $9.0 million compared to $11.0 million in the third quarter of fiscal 2017, a decrease of 50 basis points as a percent of net sales*. Excluding the impact from the adoption of Topic 606, Adjusted EBITDA was $15.8 million in the third quarter of fiscal 2018.
  • Compliant with lender covenants throughout and as of the end of the third quarter, net liquidity was $87.0 million compared to a covenant requirement of $40.0 million and lender leverage ratio was 4.09x compared to a covenant requirement of 4.50x.

Lisa Gavales, Interim CEO, stated, "We are pleased with the continued progress we made during the third quarter. Bluestem Brands Adjusted EBITDA excluding the impact of the new revenue recognition standard increased 44% to $15.8 million and as a percentage of net sales increased 120 bps. At Northstar, we drove an 8% increase in net sales and a 360 basis point improvement in contribution margin excluding the impact of the new revenue recognition standard and servicing rights valuation changes. We attribute the strong performance to merchandising and marketing initiatives we have executed and to continuing improvement in the performance of the credit portfolio where we achieved our third consecutive quarter of improved delinquency rates. While our Orchard brand performance was below expectations, we are taking important steps to drive sustainable long-term sales and profitability. Specifically, we have hired key business leaders in our e-commerce and marketing areas in support of our transformation into a digitally focused business and began implementation of our catalog marketing productivity initiatives. Overall, we remain focused on continuing to strengthen our credit portfolio and executing on strategic initiatives designed to drive improved sales and profitability across our brand portfolio.”

   

Third Quarter Fiscal 2018 Bluestem Group Consolidated Information

 
unaudited in millions (except loss per share) Q3 2018 Q3 2017
Bluestem Group net loss* $ (14.0 ) $ (16.5 )
Bluestem Group basic and diluted loss per share* $ (0.11 ) $ (0.12 )
Bluestem Group Adjusted EBITDA* $ 7.8 $ 9.7
Bluestem Group cash and cash equivalents $ 120.7 $ 119.1
 
   

Third Quarter Fiscal 2018 Bluestem Brands Stand-Alone Information

 
unaudited in millions Q3 2018 Q3 2017
Bluestem Brands net sales $ 407.8 $ 399.8
Bluestem Brands net loss* $ (14.4 ) $ (10.8 )
Bluestem Brands Adjusted EBITDA* $ 9.0 $ 11.0
 
Northstar Portfolio net sales $ 227.5 $ 210.1
Orchard Portfolio net sales $ 184.3 $ 201.7
Northstar portfolio active accounts 1.6 1.5
Orchard Portfolio gross active customers 7.2 7.5
Northstar Portfolio revolving credit portfolio:
30+ day delinquency rate 19.3 % 19.8 %
Net principal charge-off rate 22.2 % 21.2 %
 

*Third quarter of fiscal 2018 includes a $6.8 million impact from the net increase of certain advertising costs as a result of the adoption of Topic 606.

All financial information included in this release is unaudited. Information for Bluestem Group is presented on a consolidated basis. Consolidated information for Bluestem Group’s wholly-owned subsidiary, Bluestem Brands, Inc., is also presented on a stand-alone basis.

Adjusted EBITDA is defined in the accompanying financial information of Bluestem Group and Bluestem Brands. Please see “Bluestem Group Inc. and Bluestem Brands, Inc. Financial Information-Overview and Basis of Presentation” below and accompanying disclosures for a more detailed explanation of the foregoing matters, reconciliations to results reported under GAAP and other important information for investors to consider.

Earnings Teleconference Information

The Company will host a conference call at 9:30 AM ET on Thursday, December 13, 2018. The conference call can be accessed at (800) 239-9838 or (323) 794-2551 (International), conference ID # 9978683 and broadcast simultaneously at http://www.bluestem.com/investor-relations. Following completion of the call, a recorded replay of the webcast will be available on Bluestem’s website. To listen to the telephone replay, call toll-free (844) 512-2921 or (412) 317-6671 (International), replay pin # 9978683. The telephone replay will be available at 12:30 PM ET December 13, 2018. Additional investor information can be accessed at http://www.bluestem.com/investor-relations.

About Bluestem Group

Bluestem Group Inc., a holding company headquartered in Eden Prairie, MN, operates multiple direct to consumer retail brands through its subsidiary Bluestem Brands. The Northstar Portfolio includes Fingerhut and Gettington, both of which are national multi-channel retail brands offering a broad selection of name brand and private label merchandise serving low- to middle-income consumers by offering multiple payment plans through revolving credit lines or installment loans offered by WebBank. The Orchard Portfolio consists of multi-channel brands including Appleseed’s, Bedford Fair, Blair, Draper’s & Damon’s, Gold Violin, Haband, Norm Thompson, Old Pueblo Traders, Sahalie, Tog Shop and WinterSilks. These brands offer apparel, accessories, and home products for the boomer and senior demographic, generally considered age 50 and over and provide customers with the ability to obtain credit through a third-party private label credit card. For additional information visit the Bluestem Group website at www.bluestem.com.

Forward Looking Statements

This release contains statements that are “forward-looking statements”. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. All statements contained herein that are not clearly historical in nature are forward-looking. In some cases, you can identify these statements by use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential,” “project,” “intend,” “could” or similar expressions. In particular, statements regarding Bluestem Group’s plans, strategies, prospects and expectations regarding its business are forward-looking statements. You should be aware that these statements and any other forward-looking statements in this document only reflect Bluestem Group’s beliefs, assumptions and expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Many of these risks, uncertainties and assumptions are beyond Bluestem Group’s control and may cause actual results and performance to differ materially from Bluestem Group’s expectations. Forward-looking statements are based on Bluestem Group’s beliefs, assumptions and expectations of its future performance and actions, taking into account all information currently available to Bluestem Group. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to Bluestem Group or are within its control. If a change occurs, Bluestem Group’s plans, business, financial condition, and liquidity may vary materially from those expressed in its forward-looking statements. Important factors that could cause the actual results to be materially different from Bluestem Group’s expectations include the risks and uncertainties set forth in “Risk Factors” in Bluestem Group’s Report as of and for the fiscal years ended February 2, 2018 and February 3, 2017.

Accordingly, you should not place undue reliance on the forward-looking statements contained in this release. These forward-looking statements are made only as of the date of this release. Bluestem Group undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 
BLUESTEM GROUP INC.
Table of Contents
 
Page
Overview and Basis of Presentation

5

Bluestem Group Inc.

6

Condensed Consolidated Statements of Comprehensive Loss

7

Condensed Consolidated Balance Sheets (Unaudited)

8

Condensed Consolidated Statements of Cash Flows (Unaudited)

9

Non-GAAP Financial Measure

10

Impact of Topic 606 Adoption

11

Bluestem Brands, Inc.

13

Condensed Consolidated Statements of Comprehensive Loss and Selected Operating Data (unaudited)

14

Condensed Consolidated Balance Sheets (Unaudited)

16

Condensed Consolidated Statements of Cash Flows (Unaudited)

17

Supplemental Financial Information
Segment Net Sales

18

Credit Portfolio

21

Non-GAAP Financial Measures

23

Impact of Topic 606 Adoption

28

 

BLUESTEM GROUP INC.
BLUESTEM BRANDS, INC.
FINANCIAL INFORMATION
13- and 39-weeks ended November 2, 2018 and November 3, 2017

Overview and Basis of Presentation

As used in this release:

  • “Bluestem Group,” "BGI," “we,” “us,” “our,” or “the Company” refers to Bluestem Group Inc. with its consolidated subsidiaries
  • “BGI Holding Company” refers to the Bluestem Group Inc. legal entity, excluding its subsidiaries
  • "Bluestem Brands" or “Bluestem” refers to Bluestem Brands, Inc., an indirect subsidiary of Bluestem Group, which consists of Northstar Portfolio, Orchard Portfolio and PayCheck Direct (which was exited in the first quarter of fiscal 2017)
  • "Northstar Portfolio” refers to the consolidated Fingerhut and Gettington retail brands
  • “Orchard Portfolio” refers to the consolidated Appleseed’s, Bedford Fair, Blair, Draper’s & Damon’s (retail stores were exited during the first quarter of fiscal 2017), Gold Violin, Haband, LinenSource (which was exited in the second quarter of fiscal 2017), Norm Thompson, Old Pueblo Traders, Sahalie, Tog Shop, and WinterSilks retail brands

The accompanying financial information for Bluestem Group Inc. is presented on a consolidated basis, including its wholly owned subsidiary Bluestem Brands, Inc. and its consolidated subsidiaries. The accompanying financial information for Bluestem Brands, Inc. is also presented on a stand-alone basis. All financial information included in this release is unaudited.

The business results for 2018 reflect the adoption of the new revenue recognition accounting standard (Topic 606). The primary impact of the adoption of Topic 606 was to accelerate the timing of recognizing direct mail catalog advertising costs, which were capitalized and amortized over their expected period of future benefit prior to adoption and are now recognized on the estimated date of first delivery to recipients.

The Company reviews and presents the consolidated business results based on the organizational structure management uses to evaluate performance and make decisions on allocating resources and assessing performance.

Financial Information

To supplement the historical financial data derived from Bluestem Group’s and Bluestem’s consolidated financial statements, which are prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), this release uses adjusted EBITDA as a non-GAAP performance measure. In addition, Bluestem’s stand-alone consolidated financial statements includes contribution margin, adjusted general and administrative expenses, adjusted free cash flow, program agreement adjusted EBITDA, lender adjusted EBITDA, leverage ratio net debt, program agreement leverage ratio, lender leverage ratio, working capital, adjusted working capital, program agreement net liquidity and lender net liquidity as non-GAAP performance measures. These measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP. Please see the accompanying report on Bluestem Group’s and Bluestem’s results for further important information concerning these measures.

Bluestem Group Inc.
Results for the 13- and 39-Weeks Ended November 2, 2018

   
BLUESTEM GROUP INC.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited - in thousands, except shares and per share amounts)
 
13-Weeks Ended 39-Weeks Ended
November 2, 2018   November 3, 2017 November 2, 2018   November 3, 2017
(13-weeks) (13-weeks) (39-weeks) (39-weeks)
Net sales and revenue
Net sales $ 407,777 $ 399,798 $ 1,211,036 $ 1,266,314
Commercial real estate revenue, net 514   1,115   1,268   2,522  
Total net sales and revenue 408,291   400,913   1,212,304   1,268,836  
Costs and expenses
Cost of goods sold 216,273 208,663 631,499 661,190
Sales and marketing expenses 110,591 107,192 335,843 343,636
Net credit expense 26,674 30,398 80,833 89,821
General and administrative expenses 48,847 46,274 144,034 168,119
Amortization and depreciation not included in cost of goods sold 11,961 13,471 36,308 42,797
Loss on impairment       230  
Total costs and expenses 414,346 405,998 1,228,517 1,305,793
 
Operating loss (6,055 ) (5,085 ) (16,213 ) (36,957 )
 
Interest expense, net 12,738   12,785   37,853   38,401  
Loss before income taxes (18,793 ) (17,870 ) (54,066 ) (75,358 )
Income tax benefit (4,807 ) (1,390 ) (6,080 ) (1,514 )
Net loss $ (13,986 ) $ (16,480 ) $ (47,986 ) $ (73,844 )
 
Other comprehensive loss
Unrealized (loss) gain on interest rate swap, net of tax (206 ) 917   (58 ) 124  
Comprehensive loss $ (14,192 ) $ (15,563 ) $ (48,044 ) $ (73,720 )
 
Loss per share - common stockholders
Basic and diluted loss per share $ (0.11 ) $ (0.12 ) $ (0.36 ) $ (0.56 )
Diluted $ (0.11 ) $ (0.12 ) $ (0.36 ) $ (0.56 )
Basic and diluted weighted average shares outstanding 133,186,691 132,326,876 132,758,358 132,181,045
 
     
BLUESTEM GROUP INC.
Condensed Consolidated Balance Sheets
(unaudited - in thousands)
 
November 2, 2018 February 2, 2018 November 3, 2017
ASSETS
Current assets:
Cash and cash equivalents $ 120,727 $ 123,398 $ 119,123
Restricted cash 14,579 15,759 27,109
Customer accounts receivable, net of allowance of $5,537, $8,233 and $8,176 5,776 9,008 13,628
Merchandise inventories 255,085 194,693 234,856
Promotional material inventories 22,562 34,660 64,034
Other current assets 38,326   28,399   33,860  
Total current assets 457,055 405,917 492,610
Property and equipment, net 93,983 106,246 110,470
Intangibles, net 151,926 163,377 195,565
Goodwill 36,717 36,717 202,556
Other assets 6,707   11,222   10,471  
Total Assets $ 746,388   $ 723,479   $ 1,011,672  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 205,123 $ 160,300 $ 209,769
Accrued costs and other liabilities 79,499 67,754 84,956
Short-term debt 82,022   26,434   75,411  
Total current liabilities 366,644 254,488 370,136
Long-term debt 401,805 420,297 426,615
Deferred income taxes 2,541 4,245 37,988
Other long-term liabilities 29,215   39,349   33,807  
Total liabilities 800,205   718,379   868,546  
 
Stockholders' Equity:
Series A participating convertible preferred stock 5,000 5,000 5,000
Common stock 1,340 1,332 1,332
Treasury stock (131 ) (131 ) (131 )
Additional paid-in capital 296,852 293,892 293,038
Accumulated deficit (359,151 ) (297,324 ) (156,858 )
Accumulated other comprehensive income, net of tax 2,273   2,331   745  
Total stockholders’ equity (53,817 ) 5,100   143,126  
Total Liabilities and Stockholders' Equity $ 746,388   $ 723,479   $ 1,011,672  
 
 
BLUESTEM GROUP INC.
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)
 
39-Weeks Ended
November 2, 2018   November 3, 2017
Operating Activities
Net loss $ (47,986 ) $ (73,844 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization and depreciation expense 39,664 46,485
Loss on impairment 230
Provision for doubtful accounts 61,362 61,420
Provision for deferred income taxes (1,718 ) 794
Gain on servicing right (4,337 ) (968 )
Net losses (gains) on loans held for sale, investment securities and other 287 (1,614 )
Stock-based compensation expense 2,466 3,164
Other, net 3,534 1,738
Net change in assets and liabilities:
Customer account receivables (3,562 ) 26,505
Merchandise inventories (60,392 ) (4,886 )
Promotional material inventories (1,744 ) (14,304 )
Other assets (8,586 ) 7,742
Accounts payable and other liabilities 51,851   (233 )
Net cash provided by operating activities 30,839 52,229
 
Investing Activities
Purchases of customer accounts receivable (664,414 ) (652,326 )
Proceeds from sale of customer accounts receivable 609,846 600,826
Net purchases of property and equipment (16,430 ) (14,604 )
Distributions from equity investments 2,966 8,215
Other   (13 )
Net cash used in investing activities (68,032 ) (57,902 )
 
Financing Activities
Borrowings of debt 1,802
Repayments of debt (23,402 ) (21,601 )
Borrowings on asset backed line of credit 283,069 339,603
Repayments on asset backed line of credit (228,017 ) (314,694 )
Payment of dividends   (80,201 )
Net cash used in by financing activities 33,452 (76,893 )
 
Effect of Foreign Exchange Rates on Cash (110 ) 59  
 
Net Decrease in Cash, Cash Equivalents and Restricted Cash (3,851 ) (82,507 )
Cash, Cash Equivalents and Restricted Cash, Beginning of Period 139,157   228,739  
Cash, Cash Equivalents and Restricted Cash, End of Period $ 135,306   $ 146,232  
 

BLUESTEM GROUP INC.
Non-GAAP Financial Measure
(unaudited - in thousands)

To supplement the consolidated financial statements of Bluestem Group Inc. and its subsidiaries, which are presented in accordance with GAAP, we use the following measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP ("non-GAAP measure"):

Adjusted EBITDA, as presented, represents net loss attributable to Bluestem Group Inc. before income tax benefit, interest expense, amortization and depreciation expense, loss on impairment, gain or loss on servicing right, stock-based compensation expense, restructuring costs, Orchard Portfolio segmentation and positioning research, a one-time class action legal settlement and other.

We provide this measure because we believe it is useful to investors in evaluating our operating performance compared to other companies in our industry. As a non-GAAP measure, it has limitations in that it does not reflect all of the amounts associated with Bluestem Group Inc.'s results of operations as determined in accordance with GAAP and is not based on any comprehensive set of accounting rules or principles. This non-GAAP measure should be considered along with the GAAP financial presentation and should not be considered in isolation or as a substitute for results reported in accordance with GAAP. In addition, our calculation of Adjusted EBITDA may not be comparable to the calculation of such measure by other companies.

The following table reconciles Adjusted EBITDA from the nearest GAAP performance measure, which is net loss:

   
13-Weeks Ended 39-Weeks Ended
November 2, 2018   November 3, 2017 November 2, 2018   November 3, 2017
Adjusted EBITDA:
Net loss $ (13,986 ) $ (16,480 ) $ (47,986 ) $ (73,844 )
Income tax benefit (4,807 ) (1,390 ) (6,080 ) (1,514 )
Interest expense 12,743 12,787 37,865 38,404
Amortization and depreciation expense 13,081 14,607 39,664 46,485
Loss on impairment 230
Gain on servicing right (1,147 ) (1,558 ) (4,337 ) (968 )
Stock-based compensation expense 751 552 2,466 3,164
Restructuring costs (207 ) 94 15,685
Class action legal settlement 1,200 1,200
Other (27 ) 1,348   1,676   6,882  
Adjusted EBITDA $ 7,808   $ 9,659   $ 24,562   $ 34,524  
 

BLUESTEM GROUP INC.
Non-GAAP Financial Measure
(unaudited - in thousands)

Impact of Adoption of Topic 606

The Company adopted Topic 606 which pertains to revenue recognition, on February 3, 2018.

The adoption of Topic 606 had a material impact on the timing of advertising expense recognition related to direct response advertising. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients. Prior to adoption of Topic 606, these costs were capitalized and amortized over their expected period of future benefit. In addition, the estimated realizable value of future product returns was reclassified from current liabilities to current assets.

The following tables present the impact the adoption of Topic 606 had on the Company's Condensed Consolidated Statements of Comprehensive Loss and Condensed Consolidated Balance Sheet:

 
13-Weeks Ended November 2, 2018
      Balances  
without
% of net Topic 606 Adoption of % of net
As reported sales Adjustments Topic 606 sales
Total net sales and revenue $ 408,291 100.0

 %

$ $ 408,291 100.0

 %

Costs and expenses
Cost of goods sold 216,273 53.0

 %

216,273 53.0

 %

Sales and marketing expenses 110,591 27.1

 %

(6,808 ) 103,783 25.4

 %

Net credit expense 26,674 6.5

 %

26,674 6.5

 %

General and administrative expenses 48,847 12.0

 %

48,847 12.0

 %

Amortization and depreciation not included in cost of goods sold 11,961   2.9

 %

  11,961   2.9

 %

Total costs and expenses 414,346   101.5

 %

(6,808 ) 407,538   99.8

 %

Operating income (loss) (6,055 ) (1.5 )% 6,808 753 0.2

 %

Interest expense, net 12,738   3.1

 %

  12,738   3.1

 %

Loss before income taxes (18,793 ) (4.6 )% 6,808 (11,985 ) (2.9 )%
Income tax benefit (4,807 ) (1.2 )%   (4,807 ) (1.2 )%
 
Net loss $ (13,986 ) (3.4 )% $ 6,808   $ (7,178 ) (1.8 )%
 
 
39-Weeks Ended November 2, 2018
      Balances  
without
% of net Topic 606 Adoption of % of net
As reported sales Adjustments Topic 606 sales
Total net sales and revenue $ 1,212,304 100.0

 %

$ $ 1,212,304 100.0

 %

Costs and expenses
Cost of goods sold 631,499 52.1

 %

631,499 52.1

 %

Sales and marketing expenses 335,843 27.7

 %

(9,249 ) 326,594 26.9

 %

Net credit expense 80,833 6.7

 %

80,833 6.7

 %

General and administrative expenses 144,034 11.9

 %

144,034 11.9

 %

Amortization and depreciation not included in cost of goods sold 36,308   3.0

 %

  36,308   3.0

 %

Total costs and expenses 1,228,517   101.3

 %

(9,249 ) 1,219,268   100.6

 %

Operating loss (16,213 ) (1.3 )% 9,249 (6,964 ) (0.6 )%
Interest expense, net 37,853   3.1

 %

  37,853   3.1

 %

Loss before income taxes (54,066 ) (4.5 )% 9,249 (44,817 ) (3.7 )%
Income tax benefit (6,080 ) (0.5 )%   (6,080 ) (0.5 )%
Net loss $ (47,986 ) (4.0 )% $ 9,249   $ (38,737 ) (3.2 )%
 
                    As of November 2, 2018
    Balances Without
As Reported

Topic 606 Adjustment

Adoption of Topic 606

Promotional material inventories $       22,562 $       23,090 $       45,652
Other current assets 38,326 (4,117 ) 34,209
Accrued costs and other liabilities 79,499 (4,117 ) 75,382
Accumulated deficit (359,151 ) 23,090 (336,061 )
 

Bluestem Brands, Inc.
Results for the 13- and 39-Weeks Ended November 2, 2018

   
BLUESTEM BRANDS, INC.
Condensed Consolidated Statements of Comprehensive Loss and Selected Operating Data
(unaudited)
(in thousands)
 
13-Weeks Ended  

November 2,
2018

 

November 3,
2017

Change(a)
Net sales $ 407,777 $ 399,798 2.0

 %

Cost of goods sold 216,743   209,003   3.7

 %

Gross profit 191,034 190,795 0.1

 %

Sales and marketing expenses(b) 110,591 107,192 3.2

 %

Net credit expense 26,697 29,636 (9.9 )%
General and administrative expenses 46,286 43,832 5.6

 %

Amortization and depreciation not included in cost of goods sold (c) 11,961 13,471 (11.2 )%
Interest expense, net (d) 12,738   12,785   (0.4 )%
Loss before income taxes (17,239 ) (16,121 ) (6.9 )%
Income tax benefit (2,882 ) (5,318 ) 45.8

 %

Net loss $ (14,357 ) $ (10,803 ) (32.9 )%
 
Margins and Expenses as a Percentage of Net Sales:
Gross profit 46.8 % 47.7 % (90 ) bps
Sales and marketing expenses(b) 27.1 % 26.8 % 30 bps
Net credit expense 6.5 % 7.4 % (90 ) bps
Contribution margin (b,e) $ 53,746 $ 53,967 (0.4 )%
As a percentage of net sales(b) 13.2 % 13.5 % (30 ) bps
Adjusted general and administrative expenses (e) $ 44,515 $ 42,420 4.9

 %

As a percentage of net sales 10.9 % 10.6 % 30 bps
Adjusted EBITDA (b,e) $ 8,974 $ 10,979 (18.3 )%
As a percentage of net sales(b) 2.2 % 2.7 % (50 ) bps
 
Selected Operating Data:
Northstar Portfolio revolving new customer credit accounts (f) 127 104 22.1

 %

Fingerhut FreshStart new customer credit accounts (f) 52 46 13.0

 %

Orchard Portfolio new gross customers (g) 437 494 (11.5 )%
Northstar Portfolio active accounts (h) 1,550 1,500 3.3

 %

Orchard Portfolio gross active customers (i) 7,155 7,533 (5.0 )%
 
(a)   Changes in rates are presented as the basis point ("bps") increase (decrease) from the prior period.
(b) Fiscal 2018 amounts and percentages include the impact of the adoption of Topic 606, which pertains to revenue recognition. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients. Prior to adoption of Topic 606, these costs were capitalized and amortized over their expected period of future benefit. The impact of adopting Topic 606 was an increase in sales and marketing expense of $6,808 for the 13-weeks ended November 2, 2018.
(c) Consists of amortization expense of customer relationship finite-lived intangible assets and depreciation expense related to software and office equipment. Owned fulfillment facilities and equipment depreciation is included in cost of goods sold.
(d) Interest expense is net of interest income.
(e) Please refer to the "Bluestem Brands, Inc. - Non-GAAP Financial Measures" within this release for a reconciliation of non-GAAP financial measures to GAAP and why Bluestem believes these are important measures of its performance.
(f) Customers that have made their initial order on account during the fiscal period presented. Revolving new customer credit accounts excludes FreshStart graduates initially included in FreshStart new customer credit accounts when their initial order was made.
(g) Individual customers who have made a first-time purchase from a particular brand within the Orchard Portfolio during the period presented. Unique new customers, representing unique individuals who have made a first-time purchase from the Orchard Portfolio during the 13-weeks ended November 2, 2018 and November 3, 2017, were 167 and 167, respectively.
(h) Revolving credit customers that have made at least one purchase on account within the previous twelve fiscal months and at least one payment on account since origination.
(i) Individual customers that have made at least one purchase from a particular brand within the Orchard Portfolio during the previous twelve fiscal months. Unique active customers, representing unique individuals who have made at least one purchase from the Orchard Portfolio during the twelve fiscal months ended November 2, 2018 and November 3, 2017, were 4.3 million and 4.6 million, respectively.
 
   
BLUESTEM BRANDS, INC.
Condensed Consolidated Statements of Comprehensive Loss and Selected Operating Data
(unaudited)
(in thousands)
 
39-Weeks Ended

November 2,
2018

 

November 3,
2017

Change(a)
Net sales $ 1,211,036 $ 1,266,314 (4.4 )%
Cost of goods sold 632,923   661,530   (4.3 )%
Gross profit 578,113 604,784 (4.4 )%
Sales and marketing expenses 335,843 343,636 (2.3 )%
Net credit expense 80,441 91,737 (12.3 )%
General and administrative expenses 137,149 163,181 (16.0 )%
Amortization and depreciation not included in cost of goods sold (c) 36,308 42,797 (15.2 )%
Loss on impairment 230 (100.0 )%
Interest expense, net (d) 37,853   38,401   (1.4 )%
Loss before income taxes (49,481 ) (75,198 ) 34.2 %
Income tax expense (benefit) (7,336 ) (27,174 ) 73.0 %
Net loss $ (42,145 ) $ (48,024 ) 12.2 %
 
Margins and Expenses as a Percentage of Net Sales:
Gross profit 47.7 % 47.8 % (10 ) bps
Sales and marketing expenses(b) 27.7 % 27.1 % 60 bps
Net credit expense 6.6 % 7.2 % (60 ) bps
Contribution margin (b,e) $ 161,829 $ 169,411 (4.5 )%
As a percentage of net sales(b) 13.4 % 13.4 % bps
Adjusted general and administrative expenses (e) $ 132,166 $ 139,977 (5.6 )%
As a percentage of net sales 10.9 % 11.1 % (20 ) bps
Adjusted EBITDA (b,e) $ 28,003 $ 37,830 (26.0 )%
As a percentage of net sales(b) 2.3 % 3.0 % (70 ) bps
 
Selected Financial Data:
Lender net liquidity (e) $ 86,982 $ 70,476 23.4 %
Availability on inventory line of credit $ 83,205 $ 65,238 27.5 %
Adjusted free cash flow (e) $ (27,024 ) $ (2,052 ) 1,217.0 %
Lender leverage ratio (e) 4.09 3.84
Lender leverage ratio requirement < 4.50 < 4.50
Program agreement leverage ratio (e) 4.11 4.13
Program agreement leverage ratio requirement < 5.00 < 5.00
 
Selected Operating Data:
Northstar Portfolio revolving new customer credit accounts (f) 371 302 22.8 %
Fingerhut FreshStart new customer credit accounts (f) 152 142 7.0 %
Orchard Portfolio new gross customers (g) 1,425 1,603 (11.1 )%
Northstar Portfolio active accounts (h) 1,550 1,500 3.3 %
Orchard Portfolio gross active customers (i) 7,155 7,533 (5.0 )%
 
(a)   Changes in rates are presented as the basis point ("bps") increase (decrease) from the prior period.
(b) Fiscal 2018 amounts and percentages include the impact of the adoption of Topic 606, which pertains to revenue recognition. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients. Prior to adoption of Topic 606, these costs were capitalized and amortized over their expected period of future benefit. The impact of adopting Topic 606 was an increase in sales and marketing expense of $9,249 for the 39-weeks ended November 2, 2018.
(c) Consists of amortization expense of customer relationship finite-lived intangible assets and depreciation expense related to software and office equipment. Owned fulfillment facilities and equipment depreciation is included in cost of goods sold.
(d) Interest expense is net of interest income.
(e) Please refer to the "Bluestem Brands, Inc. - Non-GAAP Financial Measures" within this release for a reconciliation of non-GAAP financial measures to GAAP and why Bluestem believes these are important measures of its performance.
(f) Customers that have made their initial order on account during the fiscal period presented. Revolving new customer credit accounts excludes FreshStart graduates initially included in FreshStart new customer credit accounts when their initial order was made.
(g) Individual customers who have made a first-time purchase from a particular brand within the Orchard Portfolio during the period presented. Unique new customers, representing unique individuals who have made a first-time purchase from the Orchard Portfolio during the 39-weeks ended November 2, 2018 and November 3, 2017, were 518 and 530, respectively.
(h) Revolving credit customers that have made at least one purchase on account within the previous twelve fiscal months and at least one payment on account since origination.
(i) Individual customers that have made at least one purchase from a particular brand within the Orchard Portfolio during the previous twelve fiscal months. Unique active customers, representing unique individuals who have made at least one purchase from the Orchard Portfolio during the twelve fiscal months ended November 2, 2018 and November 3, 2017, were 4.3 million and 4.6 million, respectively.
 
     
BLUESTEM BRANDS, INC.
Condensed Consolidated Balance Sheets
(unaudited - in thousands)
 
November 2, 2018 February 2, 2018 November 3, 2017
ASSETS
Current assets:
Cash and cash equivalents $ 9,223 $ 9,173 $ 13,011
Restricted cash 14,579 15,759 27,024
Customer accounts receivable, net of allowance of $5,485, $7,082 and $4,923 5,776 7,275 6,619
Merchandise inventories 255,085 194,693 234,856
Promotional material inventories 22,562 34,660 64,034
Prepaid expenses and other assets 36,275   25,346   29,694  
Total current assets 343,500 286,906 375,238
Property and equipment, net 75,164 89,385 93,836
Intangible assets, net 151,926 163,377 195,565
Goodwill 36,717 36,717 202,556
Other assets 2,291   4,040   2,635  
Total Assets $ 609,598   $ 580,425   $ 869,830  
 
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 205,123 $ 160,300 $ 209,769
Current income taxes payable 40,978 36,370 14,090
Accrued costs and other liabilities 96,625 81,098 99,362
Short-term debt 82,022   26,434   75,411  
Total current liabilities 424,748 304,202 398,632
Long-term debt 401,588 420,080 426,398
Deferred income taxes 956 16,325 51,025
Other long-term liabilities 34,319   39,145   34,643  
Total liabilities 861,611 779,752 910,698
 
Stockholder's equity:
Common stock
Additional paid-in capital 369,602 369,602 369,602
Accumulated deficit (623,339 ) (570,697 ) (410,935 )
Accumulated other comprehensive income, net of tax 1,724   1,768   465  
Total stockholder's equity (252,013 ) (199,327 ) (40,868 )
Total Liabilities and Stockholder's Equity $ 609,598   $ 580,425   $ 869,830  
 
 
BLUESTEM BRANDS, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)
 
39-Weeks Ended
November 2, 2018   November 3, 2017
Operating Activities
Net loss $ (42,145 ) $ (48,024 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization and depreciation expense 38,973 46,337
Loss on impairment 230
Provision for doubtful accounts 61,443 65,206
Provision for deferred income taxes (10,709 ) (5,733 )
Gain on servicing right (4,337 ) (968 )
Stock-based compensation expense 2,013 2,670
Other, net 3,772 2,537
Net change in assets and liabilities:
Customer accounts receivable (5,161 ) (117 )
Merchandise inventories (60,392 ) (4,886 )
Promotional material inventories (1,744 ) (14,304 )
Prepaid expenses and other assets (9,588 ) 294
Current income taxes payable 3,291 (19,969 )
Accounts payable and other liabilities 58,566   1,789  
Net cash provided by operating activities 33,982 25,062
 
Investing Activities
Purchase of customer accounts receivable (661,726 ) (652,326 )
Proceeds from sale of customer accounts receivable 606,943 630,671
Proceeds from sale of assets 24,295
Net purchase of property and equipment (13,781 ) (14,604 )
Net cash used in investing activities (68,564 ) (11,964 )
 
Financing Activities
Borrowings of debt 1,802
Repayments of debt (23,402 ) (21,601 )
Borrowings on asset backed line of credit 283,069 339,603
Repayments on asset backed line of credit (228,017 ) (314,694 )
Net cash used in financing activities 33,452   3,308  
 
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash (1,130 ) 16,406
Cash, Cash Equivalents and Restricted Cash, Beginning of Period 24,932   23,629  
Cash, Cash Equivalents and Restricted Cash, End of Period $ 23,802   $ 40,035  
 
   
BLUESTEM BRANDS, INC.
Supplemental Financial Information - Segment Net Sales
(unaudited - in thousands, except average order size)
 
13-Weeks Ended
November 2, 2018   November 3, 2017 Change
$   % of Sales $   % of Sales %
Total sales by merchandise category:
Home $ 103,370 23.5 % $ 102,661 23.5 % 0.7 %
Entertainment 91,002 20.6 % 89,453 20.5 % 1.7 %
Fashion 246,408   55.9 % 244,202   56.0 % 0.9 %
Total merchandise sales(a) 440,780 100.0 % 436,316 100.0 % 1.0 %
Corporate and other(b) (4,104 ) (12,020 ) (65.9 )%
Returns and allowances (40,010 ) (42,808 ) (6.5 )%
Commissions and other revenues 11,111   18,310   (39.3 )%
Net sales $ 407,777   $ 399,798   2.0 %
Gross profit rate 46.8 % 47.7 % (90 ) bps
Sales and marketing expense rate(c) 27.1 % 26.8 % 30 bps
Contribution margin rate(c, d) 13.2 % 13.5 % (30 ) bps
Average order size(e) $ 107 $ 105
 
Northstar Portfolio sales by merchandise category:
Home $ 95,622 40.4 % $ 90,395 41.3 % 5.8 %
Entertainment 91,002 38.4 % 89,453 40.8 % 1.7 %
Fashion 50,184   21.2 % 39,113   17.9 % 28.3 %
Total merchandise sales(a) 236,808 100.0 % 218,961 100.0 % 8.2 %
Returns and allowances (13,687 ) (13,178 ) 3.9 %
Commissions and other revenues 4,428   4,332   2.2 %
Net sales $ 227,549   $ 210,115   8.3 %
 
Gross profit rate 43.8 % 43.1 % 70 bps
Sales and marketing expense rate(c) 15.6 % 14.0 % 160 bps
Contribution margin rate(c, d) 16.5 % 14.8 % 170 bps
Average order size(e) $ 222 $ 232
 
Orchard Portfolio sales by merchandise category:
Home $ 7,748 3.8 % $ 12,266 5.6 % (36.8 )%
Fashion 196,224   96.2 % 205,089   94.4 % (4.3 )%
Total merchandise sales(a) 203,972 100.0 % 217,355 100.0 % (6.2 )%
Returns and allowances (26,323 ) (29,630 ) (11.2 )%
Commissions and other revenues 6,683   13,978   (52.2 )%
Net sales $ 184,332   $ 201,703   (8.6 )%
 
Gross profit rate 50.4 % 52.3 % (190 ) bps
Sales and marketing expense rate(c) 40.8 % 40.1 % 70 bps
Contribution margin rate(c,d) 9.5 % 12.2 % (270 ) bps
Average order size(e) $ 66 $ 67
 
(a)   Total merchandise sales include shipping and handling revenue and is net of sales discounts.
(b) Corporate and other consist of adjustments to Bluestem's net sales related to in-transit product sales from shipping point to estimated time of delivery to the customer, net sales of PayCheck Direct and the elimination of inter-segment activities.
(c) Fiscal 2018 percentages include the impact of the adoption of Topic 606, which pertains to revenue recognition. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients. Prior to adoption of Topic 606, these costs were capitalized and amortized over their expected period of future benefit. The impact of adopting Topic 606 was a decrease in sales and marketing expense of $6,808 for the 13-weeks ended November 2, 2018, of which $3,598 related to Northstar Portfolio and $1,716 related to Orchard Portfolio.
(d) Represents contribution margin as a percentage of net sales. Please refer to the "Bluestem Brands, Inc. - Non-GAAP Financial Measures" within this release for a reconciliation of non-GAAP financial measures to GAAP and why Bluestem believes these are important measures of its performance.
(e) Represents merchandise sales including shipping and handling revenue divided by the number of merchandise orders fulfilled during the fiscal period presented.
 
   
BLUESTEM BRANDS, INC.
Supplemental Financial Information - Segment Net Sales
(unaudited - in thousands, except average order size)
 
39-Weeks Ended
November 2, 2018   November 3, 2017 Change
$   % of Sales $   % of Sales %
Total sales by merchandise category:
Home $ 311,673 23.7 % $ 333,537 24.7 % (6.6 )%
Entertainment 243,878 18.6 % 251,260 18.6 % (2.9 )%
Fashion 757,336   57.7 % 763,507   56.7 % (0.8 )%
Total merchandise sales(a) 1,312,887 100.0 % 1,348,304 100.0 % (2.6 )%
Corporate and other(b) (10,903 ) (4,311 ) 152.9 %
Returns and allowances (124,907 ) (135,189 ) (7.6 )%
Commissions and other revenues 33,959   57,510   (41.0 )%
Net sales $ 1,211,036   $ 1,266,314   (4.4 )%
Gross profit rate 47.7 % 47.8 % (10 ) bps
Sales and marketing expense rate(c) 27.7 % 27.1 % 60 bps
Contribution margin rate(c, d) 13.4 % 13.4 % bps
Average order size(e) $ 104 $ 106
 
Northstar Portfolio sales by merchandise category:
Home $ 286,042 43.5 % $ 284,831 44.4 % 0.4 %
Entertainment 243,878 37.1 % 251,260 39.2 % (2.9 )%
Fashion 127,316   19.4 % 105,056   16.4 % 21.2 %
Total merchandise sales(a) 657,236 100.0 % 641,147 100.0 % 2.5 %
Returns and allowances (35,369 ) (36,558 ) (3.3 )%
Commissions and other revenues 13,184   13,628   (3.3 )%
Net sales $ 635,051   $ 618,217   2.7 %
 
Gross profit rate 43.9 % 42.8 % 110 bps
Sales and marketing expense rate(c) 14.9 % 15.0 % (10 ) bps
Contribution margin rate(c, d) 16.3 % 14.0 % 230 bps
Average order size(e) $ 225 $ 232
 
Orchard Portfolio sales by merchandise category:
Home $ 25,631 3.9 % $ 48,706 6.9 % (47.4 )%
Fashion 630,020   96.1 % 658,451   93.1 % (4.3 )%
Total merchandise sales(a) 655,651 100.0 % 707,157 100.0 % (7.3 )%
Returns and allowances (89,538 ) (98,631 ) (9.2 )%
Commissions and other revenues 20,775   43,882   (52.7 )%
Net sales $ 586,888   $ 652,408   (10.0 )%
 
Gross profit rate 51.5 % 52.5 % (100 ) bps
Sales and marketing expense rate(c) 41.2 % 38.7 % 250 bps
Contribution margin rate(c,d) 10.4 % 13.7 % (330 ) bps
Average order size(e) $ 67 $ 71
 
(a)   Total merchandise sales include shipping and handling revenue and is net of sales discounts.
(b) Corporate and other consist of adjustments to Bluestem's net sales related to in-transit product sales from shipping point to estimated time of delivery to the customer, net sales of PayCheck Direct and the elimination of inter-segment activities.
(c) Fiscal 2018 percentages include the impact of the adoption of Topic 606, which pertains to revenue recognition. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients. Prior to adoption of Topic 606, these costs were capitalized and amortized over their expected period of future benefit. The impact of adopting Topic 606 was an increase in sales and marketing expense of $9,249 for the 39-weeks ended November 2, 2018, of which $4,657 related to Northstar Portfolio and $3,005 related to Orchard Portfolio.
(d) Represents contribution margin as a percentage of net sales. Please refer to the "Bluestem Brands, Inc. - Non-GAAP Financial Measures" within this release for a reconciliation of non-GAAP financial measures to GAAP and why Bluestem believes these are important measures of its performance.
(e) Represents merchandise sales including shipping and handling revenue divided by the number of merchandise orders fulfilled during the fiscal period presented.
 
     
BLUESTEM BRANDS, INC.
Supplemental Financial Information - Credit Portfolio
(unaudited - in thousands, except average balance outstanding)
 
13-Weeks Ended

November 2,
2018

 

November 3,
2017

Change %
Net credit expense:
Provision for doubtful accounts:
Loss on sale of customer accounts receivable $ 17,477 $ 20,950 (16.6 )%
Company-owned customer accounts receivable 2,437   1,839   32.5

 %

Total provision for doubtful accounts 19,914 22,789 (12.6 )%
Credit management costs 15,220 16,151 (5.8 )%
Finance charge and fee income, net (683 ) (361 ) 89.2

 %

Servicing fee income and portfolio profit sharing (6,607 ) (7,385 ) (10.5 )%
Gain on servicing right (1,147 ) (1,558 ) (26.4 )%
Net credit expense $ 26,697   $ 29,636   (9.9 )%
 
13-Weeks Ended
November 2, 2018 November 3, 2017
Serviced Portfolio Selected Credit Data: Revolving(a) FreshStart(b) Revolving(a) FreshStart(b)
Finance charge and fee income $ 97,075 $ 696 $ 83,475 $ 360
Finance charge and fee income rate(c) 28.7 % 7.5 % 24.7 % 4.1

 %

Net principal charge-offs $ 75,126 $ 2,541 $ 71,758 $ 2,975
Net principal charge-off rate(d) 22.2 % 27.3 % 21.2 % 33.8

 %

Average customer accounts receivable $ 1,350,821 $ 11,018 $ 1,351,508 $ 10,377
(a)   Revolving serviced portfolio includes Northstar Portfolio revolving credit accounts.
(b) FreshStart serviced portfolio is Fingerhut's installment accounts.
(c) Revolving finance charge and fee income rate represents finance charge and fee income as a percentage of average customer accounts receivable for the 13-weeks ended November 2, 2018 and November 3, 2017, respectively, annualized to 52-week periods for comparability. FreshStart finance charge and fee income rate represents finance charge and fee income as a percentage of the 13 weeks of FreshStart related sales five months prior to the 13-weeks ended November 2, 2018 and November 3, 2017, respectively.
(d) Revolving net principal charge-off rate represents net principal charge-offs as a percentage of average customer accounts receivable for the 13-weeks ended November 2, 2018 and November 3, 2017, respectively, annualized to 52-week periods for comparability. FreshStart net principal charge-off rate represents net principal charge-offs as a percentage of the 13 weeks of FreshStart related sales five months prior to the 13-weeks ended November 2, 2018 and November 3, 2017, respectively.
 
   
BLUESTEM BRANDS, INC.
Supplemental Financial Information - Credit Portfolio
(unaudited - in thousands, except average balance outstanding)
 
39-Weeks Ended

November 2,
2018

 

November 3,
2017

Change %
Net credit expense:
Provision for doubtful accounts:
Loss on sale of customer accounts receivable $ 54,865 $ 52,145 5.2%
Company-owned customer accounts receivable 6,578 9,275 (29.1)%
Loss on sale of PayCheck Direct customer accounts receivable to BGI Holding Company   3,786   (100.0)%
Total provision for doubtful accounts 61,443 65,206 (5.8)%
Credit management costs 46,286 51,721 (10.5)%
Finance charge and fee income (2,149 ) (1,763 ) 21.9%
Servicing fee income and portfolio profit sharing (20,802 ) (22,459 ) (7.4)%
Gain on servicing right (4,337 ) (968 ) 348.0%
Net credit expense $ 80,441   $ 91,737   (12.3)%
 
39-Weeks Ended
November 2, 2018 November 3, 2017
Serviced Portfolio Selected Credit Data: Revolving(a) FreshStart(b) Revolving(a) FreshStart(b)
 
Finance charge and fee income $ 287,370 $ 2,151 $ 267,568 $ 1,722
Finance charge and fee income rate(c) 27.7 % 7.2 % 25.5 % 5.1 %
Net principal charge-offs $ 223,856 $ 8,446 $ 218,580 $ 10,356
Net principal charge-off rate(d) 21.6 % 28.4 % 20.8 % 29.5 %
Average customer accounts receivable $ 1,382,463 $ 11,735 $ 1,398,761 $ 12,764
           
November 2, 2018 November 3, 2017
Accounts Receivable Data: Revolving(a) FreshStart(b) Revolving(a) FreshStart(b)
 
Balance active accounts 1,749 108 1,740 112
Average balance outstanding $ 756 $ 99 $ 755 $ 87
Customer accounts receivable $ 1,321,081 $ 10,731 $ 1,313,206 $ 9,684
Balances 30+ days delinquent(e) $ 255,519 $ 3,285 $ 260,070 $ 3,117
Balances 30+ days delinquent as a percentage of total customer accounts receivable(f) 19.3 % 30.6 % 19.8 % 32.2 %
(a)   Revolving serviced portfolio includes Northstar Portfolio revolving credit accounts.
(b) FreshStart serviced portfolio is Fingerhut's installment accounts.
(c) Revolving finance charge and fee income rate represents finance charge and fee income as a percentage of average customer accounts receivable for the 39-weeks ended November 2, 2018 and November 3, 2017, respectively, annualized to 52-week periods for comparability. FreshStart finance charge and fee income rate represents finance charge and fee income as a percentage of the 13 weeks of FreshStart related sales five months prior to the 39-weeks ended November 2, 2018 and November 3, 2017, respectively.
(d) Revolving net principal charge-off rate represents net principal charge-offs as a percentage of average customer accounts receivable for the 39-weeks ended November 2, 2018 and November 3, 2017, respectively, annualized to 52-week periods for comparability. FreshStart net principal charge-off rate represents net principal charge-offs as a percentage of the 13 weeks of FreshStart related sales five months prior to the 39-weeks ended November 2, 2018 and November 3, 2017, respectively.
(e) Delinquent balances as of the customers' statement cycle dates prior to or on fiscal period end.
(f) Delinquent balances as of the customers' statement cycle dates prior to or on fiscal period end as a percentage of total customer accounts receivable as of the customers' statement cycle dates prior to or on fiscal period end.
 

BLUESTEM BRANDS, INC.
Non-GAAP Financial Measures
(unaudited - in thousands)

To supplement the consolidated financial information of Bluestem Brands, Inc. and its subsidiaries for the 13- and 26-weeks ended November 2, 2018 and November 3, 2017 which are presented in accordance with GAAP, Bluestem uses the following measures that are not in accordance with, or an alternative to, measures prepared in accordance with GAAP ("non-GAAP measures"):

Contribution margin, as presented, is defined as net sales less cost of goods sold, sales and marketing expenses and net credit expense. Contribution Margin represents the combined performance of merchandising, marketing and credit management activities.

Adjusted general and administrative expenses, as presented, is defined as general and administrative expenses adjusted for stock-based compensation expense, restructuring costs, Orchard Portfolio segmentation and positioning research, a one-time class action legal settlement and other.

Adjusted EBITDA, as presented, represents net loss before income tax benefit, interest expense, amortization and depreciation expense, loss on impairment, gain or loss on servicing right, stock-based compensation expense, restructuring costs, Orchard Portfolio segmentation & positioning research, a one-time class action legal settlement and other.

Adjusted free cash flow, as presented, represents net cash provided by operating activities, plus proceeds from the sale of customer accounts receivable, less purchase of customer accounts receivable and less maintenance capital expenditures.

Program agreement adjusted EBITDA, as presented, represents Adjusted EBITDA, as defined above, plus adjustments allowed for under Bluestem's program agreement including certain non-cash charges, certain one-time charges, accelerated advertising costs associated with the adoption of Topic 606, and expected cost savings reflecting the projected impact of savings in credit account repricing, print and paper, headcount reduction and other operational improvements . Other includes charges such as, but not limited to or necessarily inclusive of, strategic investments, system implementations and executive recruiting.

Lender adjusted EBITDA, as presented, represents program agreement adjusted EBITDA, as defined above, less designated unrestricted subsidiaries, which consists of the subsidiary making sales for our PayCheck Direct business, and incremental expected cost savings as allowed for under Bluestem's lender agreements.

Leverage ratio net debt, as presented, is defined as short-term debt plus long-term debt plus deferred charges and less cash and cash equivalents.

Program agreement leverage ratio, as presented, represents Leverage ratio net debt, as defined above, divided by program agreement adjusted EBITDA, as defined above.

Lender leverage ratio, as presented, represents Leverage ratio net debt, as defined above, divided by Lender adjusted EBITDA, as defined above.

Working capital, as presented, is defined as total current assets less total current liabilities.

Adjusted working capital, as presented, represents working capital, as defined above, plus the inter-company portion of current income taxes payable and inter-company payable due to stock compensation.

Program agreement net liquidity, as presented, is defined as cash and cash equivalents less third-party credit card receivables ("Lender cash and cash equivalents") as defined by the lender plus availability under the asset backed line of credit.

Lender net liquidity, as presented, is defined as program agreement net liquidity, as defined above, less unrestricted subsidiary cash as defined by the lender.

We provide these measures because we believe they are useful to investors in evaluating our operating performance and financial condition compared to other companies in our industry and to evaluate our financial condition and operating performance compared to term loan and program agreement financial covenants. As non-GAAP measures, they have limitations in that they do not reflect all of the amounts associated with Bluestem's results of operations as determined in accordance with GAAP and are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures should be considered along with the GAAP financial presentation and should not be considered in isolation or as a substitute for results reported in accordance with GAAP. In addition, our calculations of contribution margin, adjusted general and administrative expense, adjusted EBITDA, adjusted free cash flow, program agreement adjusted EBITDA, lender adjusted EBITDA, leverage ratio net debt, program agreement leverage ratio, lender leverage ratio, working capital, adjusted working capital, and program agreement and lender net liquidity may not be comparable to the calculations of such measures by other companies.

The following table reconciles contribution margin from the nearest GAAP performance measure, which is net loss:

   
13-Weeks Ended 39-Weeks Ended
November 2,   November 3, November 2,   November 3,
2018 2017 2018 2017
Contribution margin:
Net loss $ (14,357 ) $ (10,803 ) $ (42,145 ) $ (48,024 )
Income tax benefit (2,882 ) (5,318 ) (7,336 ) (27,174 )
Interest expense, net 12,738 12,785 37,853 38,401
Loss on impairment 230
Amortization and depreciation not included in cost of sales 11,961 13,471 36,308 42,797
General and administrative expenses 46,286   43,832   137,149   163,181  
Contribution margin $ 53,746   $ 53,967   $ 161,829   $ 169,411  
 
Contribution margin % of net sales 13.2 % 13.5 % 13.4 % 13.4 %
 

The following table reconciles adjusted general and administrative expenses from the nearest GAAP performance measure, which is general and administrative expenses:

   
13-Weeks Ended 39-Weeks Ended
November 2,   November 3, November 2,   November 3,
2018 2017 2018 2017
Adjusted general and administrative expenses:
General and administrative expenses $ 46,286 $ 43,832 $ 137,149 $ 163,181
Less:
Stock-based compensation expense (598 ) (271 ) (2,013 ) (2,671 )
Restructuring costs 207 (94 ) (13,651 )
Class action legal settlement (1,200 ) (1,200 )
Other 27   (1,348 ) (1,676 ) (6,882 )
Adjusted general and administrative expenses $ 44,515   $ 42,420   $ 132,166   $ 139,977  
 
Adjusted general and administrative expenses % of net sales 10.9 % 10.6 % 10.9 % 11.1 %
 

The following table reconciles adjusted EBITDA from the nearest GAAP performance measure, which is net loss:

   
13-Weeks Ended 39-Weeks Ended
November 2,   November 3, November 2,   November 3,
2018 2017 2018 2017
Adjusted EBITDA:
Net loss $ (14,357 ) $ (10,803 ) $ (42,145 ) $ (48,024 )
Income tax benefit (2,882 ) (5,318 ) (7,336 ) (27,174 )
Interest expense 12,743 12,787 37,865 38,404
Amortization and depreciation expense 12,846 14,459 38,973 46,337
Loss on impairment 230
Gain on servicing right (1,147 ) (1,558 ) (4,337 ) (968 )
Stock-based compensation expense 598 271 2,013 2,671
Restructuring costs (207 ) 94 19,472
Class action legal settlement 1,200 1,200
Other (27 ) 1,348   1,676   6,882  
Adjusted EBITDA $ 8,974   $ 10,979   $ 28,003   $ 37,830  
 
Adjusted EBITDA % of net sales 2.2 % 2.7 % 2.3 % 3.0 %
 

The following table reconciles adjusted free cash flow from net cash provided by operating activities:

   
13-Weeks Ended 39-Weeks Ended
November 2,   November 3, November 2,   November 3,
2018 2017 2018 2017
Adjusted free cash flow:
Net cash provided by operating activities $ (12,223 ) $ 3,640 $ 33,982 $ 25,061
Plus: Proceeds from sale of customer accounts receivable 220,291 199,268 606,943 630,671
Less: Purchase of customer accounts receivable (237,773 ) (219,635 ) (661,726 ) (652,326 )
Less: Maintenance capital expenditures (3,071 ) (2,436 ) (6,223 ) (5,458 )
Adjusted free cash flow $ (32,776 ) $ (19,163 ) $ (27,024 ) $ (2,052 )
 
Adjusted free cash flow % of net sales (8.0 )% (4.8 )% (2.2 )% (0.2 )%
 

BLUESTEM BRANDS, INC.
Non-GAAP Financial Measures
(unaudited - in thousands)

The following table presents trailing twelve months lender adjusted EBITDA and leverage ratios:

 
Trailing Twelve Fiscal Months
November 2, 2018   November 3, 2017
Adjusted EBITDA $ 82,468 $ 98,257
Expected cost savings (a) 17,241 18,281
Non-cash charges (103 ) (103 )
One-time charges (1,142 )
Acceleration of advertising expense due to adoption of Topic 606 (b) 9,249
Other (c) 9,168   6,728  
Program agreement adjusted EBITDA 118,023   122,021  
Unrestricted subsidiary (d) 527 7,655
Incremental expected cost savings (a, e) 105   1,531  
Lender adjusted EBITDA $ 118,655   $ 131,207  
 
Balances As Of
November 2, 2018 November 3, 2017
Leverage ratio net debt:
Short-term debt
Current portion of term loan, net of discount $ 25,567 $ 25,404
Asset backed line of credit 55,587 48,346
Capital lease obligation and other 868   1,661  
Total short-term debt 82,022 75,411
Term loan, net of discount 401,589 425,531
Capital lease obligation   868  
Total long-term debt 401,589   426,399  
Total debt 483,611 501,810
Plus: Deferred charges 5,029 7,515
Less: Cash and cash equivalents (f) (3,913 ) (5,268 )
Leverage ratio net debt $ 484,727   $ 504,057  
 
Program agreement leverage ratio 4.11 4.13
Program agreement leverage ratio requirement < 5.00 < 5.00
 
Lender leverage ratio 4.09 3.84
Lender leverage ratio requirement < 4.50 < 4.50
(a)   Expected cost savings reflects the projected savings in credit account repricing, print and paper, headcount reduction and other operational improvements.
(b) The Company adopted Topic 606, which pertains to revenue recognition, on February 3, 2018. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients.
(c) Other includes charges such as, but not limited to or necessarily inclusive of, strategic investment charges, system implementation charges and executive recruiting.
(d) Bluestem Enterprises, Inc. ("BEI"), a subsidiary of Bluestem, was designated as an unrestricted subsidiary under Bluestem's term loan agreement at the end of fiscal 2016, which requires BEI's results of operations to be excluded from Bluestem's consolidated adjusted EBITDA calculation.
(e) Due to the unrestricted subsidiary designation, incremental expected cost savings above program agreement threshold limitations are able to be included in lender adjusted EBITDA.
(f) Excludes third party credit card receivables.
 

The following table presents adjusted working capital and net liquidity:

   
November 2, November 3,
2018 2017
Adjusted working capital:
Total current assets $ 343,500 $ 375,238
Total current liabilities 424,748   398,632  
Working capital $ (81,248 ) $ (23,394 )
Plus: Inter-company portion of current income taxes payable 29,497 7,974
Plus: Inter-company payable due to stock compensation 16,093 13,818
Plus: Effect of Topic 606 on Promotional inventories 23,090    
Adjusted working capital $ (12,568 ) $ (1,602 )
 
Program agreement and lender net liquidity:
Cash and cash equivalents $ 9,223 $ 13,011
Less: Third party credit card receivables (5,310 ) (7,743 )
Lender cash and cash equivalents 3,913 5,268
Plus: Asset backed line availability 83,205   65,238  
Program agreement net liquidity $ 87,118   $ 70,506  
Less: Unrestricted subsidiary cash (136 ) (30 )
Lender net liquidity $ 86,982   $ 70,476  
 
Program agreement and lender net liquidity requirement > $40,000 > $40,000
 

BLUESTEM BRANDS, INC.
Non-GAAP Financial Measures
(unaudited - in thousands)

Impact of Adoption of Topic 606

The Company adopted Topic 606 which pertains to revenue recognition, on February 3, 2018.

The adoption of Topic 606 had a material impact on the timing of advertising expense recognition related to direct response advertising. Under Topic 606, the Company now recognizes the expense associated with its catalogs on the estimated date of first delivery to recipients. Prior to adoption of Topic 606, these costs were capitalized and amortized over their expected period of future benefit. In addition, the estimated realizable value of future product returns was reclassified from current liabilities to current assets.

The following tables present the impact the adoption of Topic 606 had on the Company's Condensed Consolidated Statements of Comprehensive Loss and Condensed Consolidated Balance Sheet:

 
13-Weeks Ended November 2, 2018
      Balances  
without
% of net Topic 606 Adoption of % of net
As reported sales Adjustments Topic 606 sales
Total net sales and revenue $ 407,777 100.0

 %

$ $ 407,777 100.0

 %

Costs and expenses
Cost of goods sold 216,743 53.2

 %

216,743 53.2

 %

Sales and marketing expenses 110,591 27.1

 %

(6,808 ) 103,783 25.5

 %

Net credit expense 26,697 6.5

 %

26,697 6.5

 %

General and administrative expenses 46,286 11.4

 %

46,286 11.4

 %

Amortization and depreciation not included in cost of goods sold 11,961   2.9

 %

  11,961   2.9

 %

Total costs and expenses 412,278   101.1

 %

(6,808 ) 405,470   99.4

 %

Operating income (loss) (4,501 ) (1.1 )% 6,808 2,307 0.6

 %

Interest expense, net 12,738   3.1

 %

  12,738   3.1

 %

Income (loss) before income taxes (17,239 ) (4.2 )% 6,808 (10,431 ) (2.6 )%
Income tax benefit (2,882 ) (0.7 )% (269 ) (3,151 ) (0.8 )%
Net income (loss) $ (14,357 ) (3.5 )% $ 7,077   $ (7,280 ) (1.8 )%
 
 
39-Weeks Ended November 2, 2018
      Balances  
without
% of net Topic 606 Adoption of % of net
As reported sales Adjustments Topic 606 sales
Total net sales and revenue $ 1,211,036 100.0 % $ $ 1,211,036 100.0 %
Costs and expenses
Cost of goods sold 632,923 52.3 % 632,923 52.3 %
Sales and marketing expenses 335,843 27.7 % (9,249 ) 326,594 27.0 %
Net credit expense 80,441 6.6 % 80,441 6.6 %
General and administrative expenses 137,149 11.3 % 137,149 11.3 %
Amortization and depreciation not included in cost of goods sold 36,308   3.0 %   36,308   3.0 %
Total costs and expenses 1,222,664   101.0 % (9,249 ) 1,213,415   100.2 %
Operating loss (11,628 ) (1.0 )% 9,249 (2,379 ) (0.2 )%
Interest expense, net 37,853   3.1 %   37,853   3.1 %
Loss before income taxes (49,481 ) (4.1 )% 9,249 (40,232 ) (3.3 )%
Income tax benefit (7,336 ) (0.6 )% 1,383   (5,953 ) (0.5 )%
Net loss $ (42,145 ) (3.5 )% $ 7,866   $ (34,279 ) (2.8 )%
 
 
As of November 2, 2018
As Reported   Topic 606 Adjustment  

Balances Without
Adoption of Topic 606

Promotional material inventories $ 22,562 $ 23,090 $ 45,652
Other current assets 36,275 (4,117 ) 32,158
Accrued costs and other liabilities 96,625 (4,117 ) 92,508
Deferred income taxes 956 4,727 5,683
Accumulated deficit (623,339 ) 18,363 (604,976 )
 

Contacts

Investor Relations:
Jean Fontana
ICR
IR@bluestembrands.com

Contacts

Investor Relations:
Jean Fontana
ICR
IR@bluestembrands.com