Bluestem Group Inc. Announces Unaudited Consolidated Second Quarter 2015 Earnings Results

EDEN PRAIRIE, Minn.--()--Bluestem Group Inc. (OTCMKTS: BGRP) today reported unaudited consolidated financial results that include its wholly-owned subsidiary, Bluestem Brands, Inc. and its subsidiaries (“Bluestem”), for the 13-week period ended July 31, 2015 (we refer to the 13-week periods ended July 31, 2015 and August 1, 2014 in this release as respectively the “second quarter” of fiscal 2015 and fiscal 2014). Bluestem is a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise serving low- to middle-income consumers nationwide.

It was an exciting quarter for Bluestem Group with the successful closing of the Orchard Brands acquisition and the adoption of our new corporate name, Bluestem Group Inc. We have a lot of work ahead of us but the integration of the Orchard portfolio is off to a great start. Before the favorable impact of the Orchard portfolio of brands’ performance, which are consolidated with our results for the last 22 days of the quarter, Bluestem’s sales grew 10% year-over-year in the second quarter to $252.9 million. Including results from the Orchard portfolio of brands, Bluestem’s sales grew 31% to $301.4 million. As we expected, adjusted EBITDA including the Orchard portfolio of brands decreased to $20.5 million compared to adjusted pro forma EBITDA of $26.7 million for the second quarter of last year.” said Steve Nave, Bluestem Group’s Chief Executive Officer.

Second Quarter 2015 Bluestem Group Consolidated Highlights

  • Adjusted EBITDA for the second quarter of fiscal 2015 was $17.8 million compared to $13.4 million in second quarter of fiscal 2014.
  • Net loss for the second quarter of fiscal 2015 was $13.8 million compared to net income of $10.9 million for the second quarter of fiscal 2014. Included in the second quarter net loss was $10.1 million amortization of acquired intangible assets related to the acquisition of Bluestem in November 2014, $6.6 million in expenses related to the Orchard Brands acquisition and $8.8 million in interest expense. Diluted loss per share was $0.10 for the second quarter of fiscal 2015, compared to diluted earnings per share of $0.11 for the second quarter of fiscal 2014.
  • Cash and cash equivalents were $163.5 million as of July 31, 2015, and net commercial real estate assets were approximately $53.4 million. During the quarter, $47.4 million in cash was received from asset collections and revenue on legacy commercial real estate-related assets and businesses, including a final redemption of $36.2 million from the equity investment in the Federal Home Loan Bank of Seattle.

Second Quarter 2015 Bluestem Brands Stand-alone Highlights

  • Net sales for the second quarter of fiscal 2015 were $301.4 million, including $48.4 million of net sales from the Orchard portfolio, a 31% increase over net sales of $230.5 million for the second quarter of fiscal 2014. Before the impact of the Orchard portfolio, Bluestem’s net sales grew 10% year-over-year.
  • Adjusted EBITDA was $20.5 million in the second quarter of fiscal 2015, a 23% decrease compared to adjusted pro forma EBITDA of $26.7 million for the second quarter of fiscal 2014.
  • Net loss for the second quarter of fiscal 2015 was $12.7 million, compared to net income of $9.9 million for the second quarter of fiscal 2014.
  • Revolving new customer credit accounts were 150 thousand, a 2% decrease over 153 thousand in the second quarter of fiscal 2014.
  • FreshStart new customer credit accounts were 50 thousand, a 6% increase over 47 thousand in the second quarter of fiscal 2014.
  • Active accounts increased to 1.68 million as of the end of the second quarter of fiscal 2015, an 11% increase over the end of the second quarter of fiscal 2014.
  • 30+ day delinquent balances on the revolving portfolio were 16.3% at the end of the second quarter of fiscal 2015 compared to 16.7% for the same period in 2014.

All financial information included in this release is unaudited. Information for Bluestem Group is presented on a consolidated basis, including Bluestem Brands, Inc. beginning November 7, 2014 and the Orchard Portfolio beginning July 10, 2015. Consolidated information for Bluestem Group’s wholly-owned subsidiary, Bluestem, is also presented on a stand-alone basis. The acquisitions of Bluestem Brands and Orchard were accounted for as business combinations.

Adjusted EBITDA and adjusted pro forma EBITDA are 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

Management will discuss the company’s 13-week period ended July 31, 2015 financial results during a teleconference tomorrow, September 29, 2015, at 8:00 AM ET. The conference call can be accessed at (888) 364-3109 or (719) 325-2361 (International). The call will also be 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 Group’s website. To listen to the telephone replay, call toll-free (877) 870-5176 or (858) 384-5517 (International), replay pin # 7179823. The telephone replay will be available at 8:00 PM ET September 29, 2015. Additional investor information can be accessed at http://www.bluestem.com/investor-relations.

About Bluestem Group

Bluestem Group Inc. is a holding company whose businesses include Bluestem Brands, a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise serving low- to middle-income consumers through 16 retail brands that include: Appleseed’s, Bedford Fair, Blair, Draper’s & Damon’s, Fingerhut, Gettington, Gold Violin, Haband, LinenSource, Norm Thompson, Old Pueblo Traders, PayCheck Direct, Sahalie, Solutions, Tog Shop and Wintersilks. Complementing each brand is a large selection of merchandise with payment options that provide customers with the flexibility of paying over time. Bluestem Group is headquartered in Eden Prairie, MN. 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 January 30, 2015 and January 31, 2014.

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.
BLUESTEM BRANDS, INC.
FINANCIAL INFORMATION
13 and 26 weeks ended July 31, 2015 and August 1, 2014

Overview and Basis of Presentation

The accompanying financial information for Bluestem Group is presented on a consolidated basis, including Bluestem beginning from November 7, 2014. The accompanying financial information for Bluestem Group’s wholly-owned subsidiary, Bluestem, is also presented on a stand-alone basis. All such information is unaudited.

Bluestem Group Consolidated Financial Information

On November 7, 2014, Bluestem Group Inc. (f/k/a Capmark Financial Group Inc.) acquired Bluestem. As a result, the financial results of Bluestem for the 13- and 26-week periods ended July 31, 2015 were included in Bluestem Group’s consolidated results, and Bluestem’s financial results were not included in the Bluestem Group’s consolidated results for the 13- or 26-week periods ended August 1, 2014. The acquisition of Bluestem was accounted for as a business combination.

In December 2014, Bluestem Group changed its fiscal year from December 31 to the Friday closest to January 31 of the following year to conform to the fiscal year of Bluestem. Bluestem operates on a fiscal calendar widely used by the retail industry that results in fiscal years consisting of a 52- or 53-week period ending on the Friday closest to January 31 of the following year.

On June 18, 2015 Capmark Financial Group Inc. changed its name to Bluestem Group Inc. and began trading on the OTC marketplace under the symbol BGRP on June 19, 2015.

On July 10, 2015, Bluestem acquired Orchard Brands Corporation. Information for the Orchard portfolio is presented in Bluestem’s consolidated financial information beginning July 10, 2015.

To supplement the historical financial data derived from Bluestem Group’s consolidated financial statements, which are prepared in accordance with U.S. generally accepted accounting principles, or GAAP, this release uses adjusted EBITDA of Bluestem Group as non-GAAP performance measures. This measure is not in accordance with, or an alternative to, measures prepared in accordance with GAAP.

Bluestem Stand-alone Financial Information

As previously discussed, the acquisition of Bluestem was accounted for as a business combination. By the application of “push down” accounting, Bluestem’s assets and liabilities were adjusted to fair value as of November 7, 2014. The accompanying Bluestem financial results are presented as “Predecessor” or “Successor” to indicate the period preceding the acquisition or the period succeeding the acquisition, respectively.

The financial information in the accompanying report on Bluestem’s results of operations for the 13 and 26 weeks ended July 31, 2015 includes summary Bluestem consolidated adjusted pro forma EBITDA, pro forma net credit expense (income) and pro forma contribution margin data, which gives effect to the Santander Consumer USA transaction to which Bluestem became a party in April 2013. This information has been derived from internally prepared pro forma data, and is presented for informational purposes only and does not purport to represent what Bluestem’s consolidated financial position actually would have been had the events so described occurred on the dates indicated or to project its consolidated financial position as of any future date. This pro forma data does not relate in any way to or depict the effects in any way Bluestem Group’s acquisition of Bluestem.

To supplement the historical financial data derived from Bluestem’s consolidated financial statements, which are prepared in accordance with GAAP, the accompanying report on Bluestem’s results of operations for the 13 and 26 weeks ended July 31, 2015 uses, in addition to the above referenced adjusted pro forma data of Bluestem, adjusted EBITDA, contribution margin and adjusted general and administrative expenses, 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’s results of operations for the 13 and 26 weeks ended July 31, 2015 for further important information concerning these non-GAAP measures.

 
BLUESTEM GROUP INC.
Consolidated Statement of Comprehensive Income
(unaudited — in thousands, except shares and per share amounts)
       
13 Weeks Ended 26 Weeks Ended

July 31, 2015 (a)

August 1, 2014

July 31, 2015 (a)

August 1, 2014
Net sales and revenue
Net retail sales $ 301,375 $ - $ 507,550 $ -
Commercial real estate revenue
Net interest income 379 1,673 1,177 3,671
Net gains on investments available for sale 166 11,986 274 13,776
Other noninterest income   2,344     4,128     7,585     5,873  
Total net sales and revenue   304,264     17,787     516,586     23,320  
Costs and expenses
Retail cost of goods sold 169,535 - 289,795 -
Retail sales and marketing expenses 65,070 - 107,787 -
Retail net credit expense 9,809 - 16,108 -
Commercial real estate operating expenses 605 1,788 1,282 3,208
General and administrative expenses 49,969 5,537 87,717 13,657
Amortization and depreciation not included in retail cost of goods sold 14,758 21 26,809 54
(Gain) loss from derivatives in our own equity   (411 )   -     7,814     -  
Total costs and expenses 309,335 7,346 537,312 16,919
 
Operating (loss) income (5,071 ) 10,441 (20,726 ) 6,401
 
Retail interest expense   8,754     -     16,274     -  
(Loss) income from continuing operations before income taxes (13,825 ) 10,441 (37,000 ) 6,401
Income tax (benefit) expense   (27 )   209     317     499  
(Loss) income from continuing operations after income taxes (13,798 ) 10,232 (37,317 ) 5,902
Loss from discontinued operations, net of tax   -     (2,505 )   -     (4,753 )
Net (loss) income (13,798 ) 7,727 (37,317 ) 1,149
Plus: Net loss attributable to noncontrolling interests   -     3,125     -     5,267  
Net (loss) income attributable to Bluestem Group Inc.   (13,798 )   10,852     (37,317 )   6,416  
 
Other comprehensive income (loss)
Net change in unrealized gains and losses on investment securities   362     (483 )   147     (416 )
Comprehensive (loss) income attributable to Bluestem Group Inc. $ (13,436 ) $ 10,369   $ (37,170 ) $ 6,000  
 
Basic and Diluted Loss Per Share - Common Stockholders
Basic and diluted loss per share - continuing operations

 

$ (0.10 ) $ 0.13 $ (0.27 ) $ 0.11
Basic and diluted loss per share attributable to Bluestem Group Inc.

 

$ (0.10 ) $ 0.11 $ (0.27 ) $ 0.06
Basic weighted average shares outstanding

 

136,140,955 99,803,233 136,132,962 99,803,233
Diluted weighted average shares outstanding

 

136,140,955 101,072,344 136,132,962 100,448,306
 
(a) Includes Orchard Portfolio results for the period July 10, 2015 - July 31, 2015.
 
 
BLUESTEM GROUP INC.
Condensed Consolidated Balance Sheets
(in thousands)
   
July 31, 2015 January 30, 2015
(unaudited)
ASSETS
Current assets:

 

Cash and cash equivalents

 

$ 163,517 $ 254,207
Restricted cash

 

11,605 13,586
Customer accounts receivable — net of allowance of $10,152 and $10,457 46,731 40,928
Commercial real estate accounts and other receivables

 

19,375 19,270
Retail merchandise inventories

 

225,571 96,431
Other current assets

 

  70,372     33,647
Total current assets

 

537,171 458,069
Loans held-for-sale

 

50,251 78,080
Equity investments

 

58,523 114,736
Property and equipment — net

 

98,799 49,755
Intangibles — net

 

360,056 377,892
Goodwill

 

506,649 201,642
Other assets

 

  10,957     21,107
Total Assets

 

$ 1,622,406   $ 1,301,281

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

Accounts payable

 

$ 181,101 $ 82,037
Accrued costs and other liabilities

 

124,153 92,823
Short-term debt

 

  31,179     17,764
Total current liabilities

 

336,433 192,624
Long-term debt

 

558,311 354,116
Deferred income taxes

 

94,772 79,949
Other long-term liabilities

 

  13,371     20,037
Total liabilities

 

  1,002,887     646,726

 

Stockholders' Equity:

 

Series A participating convertible preferred stock

 

4,913 4,856
Common stock

 

1,366 1,364
Treasury stock (131 ) -
Additional paid-in capital

 

358,960 356,697
Retained earnings

 

253,400 290,774
Accumulated other comprehensive income, net of tax

 

  1,011     864
Total Bluestem Group Inc. stockholders’ equity

 

  619,519     654,555
Total Liabilities and Stockholders' Equity

 

$ 1,622,406   $ 1,301,281

 

 
BLUESTEM GROUP INC.
Consolidated Statement of Changes in Stockholders’ Equity
(unaudited — in thousands, except share data)
                     
Bluestem Group, Inc. Stockholders
Accumulated
Series A Convertible Additional Other Total
Preferred Stock Common Stock Treasury Stock Paid-In Retained Comprehensive Noncontrolling Stockholders’
Shares   Amount Shares   Amount Shares   Amount Capital Earnings Income Interest Equity
 
BALANCE — January 31, 2014 - $ - 100,182,419 $ 100 - $ - $ 189,970 $ 181,922 $ 1,601 $ 32,503 $ 406,096
Net income (loss) 108,936 (5,930 ) 103,006
Total other comprehensive loss, net of tax (737 ) (737 )
Common stock par value adjustment 902 (902 ) -
Issuance of preferred stock 1,000 5,000 5,000

Beneficial conversion feature associated with preferred stock at issuance

(228 ) 228 -
Issuance of common stock 2,081,357 21 8,317 8,338
Issuance of restricted common stock 249,623 2 2
Exercise of common stock warrants 33,861,194 339 135,311 135,650

Deemed dividend from beneficial conversion feature associated with preferred stock

84 (84 ) -
Stock-based compensation 23,773 23,773

Other (includes impact from sale of discontinued operations assets)

(26,573 ) (26,573 )
                           
BALANCE — January 30, 2015 1,000   $ 4,856   136,374,593     $ 1,364 -   $ -   $ 356,697   $ 290,774   $ 864   $ -   $ 654,555  
 
Net loss (37,317 ) (37,317 )
Total other comprehensive income, net of tax 147 147
Issuance of restricted common stock 177,165 2 2
Exercise of common stock options 25,624 -

Deemed dividend from beneficial conversion feature associated with preferred stock

57 (57 ) -
Stock-based compensation 2,145 2,145
Treasury shares repurchased (21,419 ) 21,419 (131 ) 118 (13 )
                             
BALANCE — July 31, 2015 1,000   $ 4,913   136,555,963     $ 1,366 21,419   $ (131 ) $ 358,960     $ 253,400   $ 1,011   $ -   $ 619,519  
 
 
BLUESTEM GROUP INC.
Consolidated Statement of Cash Flows
(unaudited — in thousands)
   
26-Weeks Ended
July 31, 2015 August 1, 2014
Operating Activities of Continuing Operations
Net (loss) income $ (37,317 ) $ 1,149
Net loss from discontinued operations   -     (4,753 )
Net (loss) income from continuing operations (37,317 ) 5,902

Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities of continuing operations:

Provision for deferred income taxes (872 ) -
Net (gains) losses on loans held for sale, investment securities and other (6,090 ) (15,607 )
Equity in net (gains) losses of investees and cash return on investment (1,129 ) (1,101 )
Amortization and depreciation expense 27,444 54
Loss from derivatives in our own equity 7,814 -
Provision for doubtful accounts 7,157 -
Provision for retail merchandise returns 13,852 -
Stock-based compensation expense 2,947 900
Inventory obsolescence and other reserves 14,836 -
Other, net 2,268 -
Net change in assets and liabilities which provided (used) cash:
Customer account and other receivables, net (22,637 ) 4,499
Retail merchandise inventories 1,978 -
Other assets (1,570 ) 1,690
Accounts payable and other liabilities (61 ) 1,871
Proceeds from sales of/payments from loans held for sale   33,536     11,376  
Net cash provided by operating activities of continuing operations   42,156     9,584  
 
Investing Activities of Continuing Operations
Net decrease in restricted cash 1,981 -
Proceeds from sales of investment securities classified as available-for-sale 51 -
Proceeds from repayments of investment securities classified as available-for-sale 223 13,769
Proceeds from sales of/capital distributions from equity investments 57,523 33,009
Purchases of customer accounts receivable (475,031 ) -
Proceeds from sale of customer accounts receivable 475,178 -
Acquisition of Orchard Brands Corporation net of cash on hand (392,158 ) -
Net (purchases) dispositions of property and equipment   (15,223 )   4,663  
Net cash (used in) provided by investing activities of continuing operations   (347,456 )   51,441  
 
Financing Activities of Continuing Operations
Net borrowings/repayments of debt 217,486 (13,678 )
Borrowings on revolving credit facilities 192,276 -
Repayments on revolving credit facilities (194,944 ) -
Proceeds from issuance of preferred stock - 5,000
Treasury shares repurchased   (131 )   -  
Net cash provided by (used in) financing activities of continuing operations   214,687     (8,678 )
   
Effect of Foreign Exchange Rates on Cash   (77 )   63  
Discontinued Operations
Net cash used in operating activities of discontinued operations - (1,192 )
Net cash provided by investing activities of discontinued operations   -     2,736  
Net cash provided by discontinued operations   -     1,544  
Net (Decrease) Increase in Cash and Cash Equivalents   (90,690 )   53,954  
Cash and Cash Equivalents, Beginning of Period   254,207     169,444  
Cash and Cash Equivalents, End of Period $ 163,517   $ 223,398  
 
 
BLUESTEM GROUP INC.
Non-GAAP Financial Measures
(unaudited — in thousands)
         
To supplement the consolidated financial statements of Bluestem Group Inc. and its subsidiaries which are presented in accordance with U.S. Generally Accepted Accounting Principles, or GAAP, we use the following measures that are not in accordance with, or an alternative to, measures prepared in accordance with GAAP (non-GAAP measures):
 
Adjusted EBITDA, as presented, represents net loss before interest expense, income tax (benefit) expense, amortization and depreciation expense, stock-based compensation expense, (gain) loss from derivatives in our own equity, acquisition transaction costs and costs related to the Centerbridge Investment Agreement.
 
Non-GAAP net income (loss), as we present it, represents net income (loss) attributable to Bluestem Group Inc. before amortization of acquired intangible assets, stock-based compensation expense, (gain) loss from derivatives in our own equity, acquisition transaction costs and costs related to the Centerbridge Investment Agreement.
 
Non-GAAP diluted income (loss) per share, as we present it, represents diluted income (loss) per share before amortization of acquired intangible assets, stock-based compensation expense, (gain) loss from derivatives in our own equity, acquisition transaction costs and costs related to the Centerbridge Investment Agreement.
 
We provide these measures because we believe they are useful to investors in evaluating our operating performance compared to other companies in our industry. As non-GAAP measures, they have limitations in that they do not reflect all of the amounts associated with Bluestem Group Inc.'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 Adjusted EBITDA, non-GAAP net income and non-GAAP diluted earnings per share may not be comparable to the calculations of such measures by other companies.
13 Weeks Ended 26 Weeks Ended
July 31, 2015 August 1, 2014 July 31, 2015 August 1, 2014
Adjusted EBITDA reconciliation to GAAP net (loss) income:

 

Net (loss) income attributable to Bluestem Group Inc. $ (13,798 ) $ 10,852 $ (37,317 ) $ 6,416
Retail interest expense 8,754 - 16,274 -
Income tax (benefit) expense (27 ) 209 317 499
Amortization and depreciation expense

 

15,106 21 27,444 54
Stock-based compensation expense

 

1,527 450 2,947 900
(Gain) loss from derivatives in our own equity

 

(411 ) - 7,814 -
Acquisition transaction costs

 

6,610 - 8,422 -
Costs related to Centerbridge Investment Agreement

 

  -     1,913   -     5,444
Adjusted EBITDA

 

$ 17,761   $ 13,445 $ 25,901   $ 13,313
 
GAAP net (loss) income attributable to Bluestem Group Inc.

 

$ (13,798 ) $ 10,852 $ (37,317 ) $ 6,416
Adjustments:

 

Amortization of acquired intangible assets

 

10,133 - 17,836 -
Stock-based compensation expense

 

1,527 450 2,947 900
(Gain) loss from derivatives in our own equity

 

(411 ) - 7,814 -
Acquisition transaction costs

 

6,610 - 8,422 -
Costs related to Centerbridge Investment Agreement

 

- 1,913 - 5,444
Tax effect of adjustments

 

  -     -   -     -
Non-GAAP net income (loss) attributable to Bluestem Group Inc.

 

$ 4,061   $ 13,215 $ (298 ) $ 12,760
 
GAAP diluted (loss) income per share available to common stockholders

 

$ (0.10 ) $ 0.11 $ (0.27 ) $ 0.06
Adjustments:
Amortization of acquired intangible assets 0.07 - 0.13 -
Stock-based compensation expense

 

0.01 0.00 0.02 0.01
(Gain) loss from derivatives in our own equity

 

(0.00 ) - 0.06 -
Acquisition transaction costs

 

0.05 - 0.06 -
Costs related to Centerbridge Investment Agreement

 

- 0.02 - 0.06
Tax effect of adjustments

 

  -     -   -     -
Non-GAAP diluted income (loss) per share available to common stockholders

 

$ 0.03   $ 0.13 $ (0.00 ) $ 0.13
 
Fully diluted weighted-average shares outstanding

 

136,140,955 101,072,344 136,132,962 100,448,306
 
 
BLUESTEM BRANDS, INC.
Consolidated Statements of Operations and Selected Operating Data
(unaudited — in thousands, except average order size)
         
Successor Predecessor
(13 Weeks Ended) (13 Weeks Ended)
July 31, 2015 (a) August 1, 2014

Change (b)

 
 
Net sales $ 301,375 $ 230,474 30.8 %
Cost of sales   169,535     132,853   27.6 %
Gross profit 131,840 97,621 35.1 %
Sales and marketing expenses 65,070 42,991 51.4 %
Net credit expense (income) 9,809 174 n/m
General and administrative expenses 46,431 31,533 47.2 %

Amortization and depreciation not included in cost of sales (c)

14,758 3,158 367.3 %

Interest expense, net (d)

  8,754     4,364   100.6 %
(Loss) income before income taxes (12,982 ) 15,401 n/m
Income tax (benefit) expense   (288 )   5,510   n/m
Net (loss) income $ (12,694 ) $ 9,891   n/m
 
 
Margins and Expenses as a Percentage of Net Sales:
Gross profit rate 43.7 % 42.4 % 139 bp
Sales and marketing expenses 21.6 % 18.7 % 294 bp

Pro forma net credit expense (income) (e)

$ 9,809 $ 2,677 266.4 %
As a percentage of net sales 3.3 % 1.2 % 209 bp

Pro forma contribution margin (e)

$ 56,961 $ 51,953 9.6 %
As a percentage of net sales 18.9 % 22.5 % (364 ) bp

Adjusted general and administrative expenses (e)

$ 36,922 $ 25,666 43.9 %
As a percentage of net sales 12.3 % 11.1 % 112 bp

Adjusted EBITDA (e)

$ 20,519 $ 29,402 (30.2 %)
As a percentage of net sales 6.8 % 12.8 % (595 ) bp

Adjusted pro forma EBITDA (e)

$ 20,519 $ 26,659 (23.0 %)
As a percentage of net sales 6.8 % 11.6 % (476 ) bp
 
Selected Operating Data:

Fingerhut and Gettington.com revolving new customer credit accounts (f)

150 153 (2.0 %)

Fingerhut FreshStart new customer credit accounts (f)

50 47 6.4 %

PayCheck Direct new customer credit accounts (f)

8 6 33.3 %
Orchard Portfolio new gross customers (g) 94 n/a n/m
Fingerhut and Gettington.com revolving active accounts (h) 1,682 1,519 10.7 %
Orchard Portfolio active customers (i) 8,000 n/a n/m
PayCheck Direct eligible client employees (j) 4,316 2,194 96.7 %
 

(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.

(b) Changes in rates are presented as the basis point (bp) increase (decrease) from the prior period.

(c) Amortization and depreciation expense not included in cost of sales primarily consists of amortization expense of customer relationship finite-lived intangible assets and depreciation expense of software. Depreciation expense related to equipment in Bluestem's fulfillment facilities are included in cost of sales.

(d) Interest expense 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) Customers who have made a first time purchase from a particular brand within the Orchard Portfolio during the period presented.

(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) Customers that have made at least one purchase within the previous twelve fiscal months.

(j) PayCheck Direct clients' full-time active employees with a tenure greater than six months, are at least 18 years old, and have met certain minimum annual earnings.

 
BLUESTEM BRANDS, INC.
Consolidated Statements of Operations and Selected Operating Data
(unaudited — in thousands, except average order size)
         
Successor Predecessor
(26 Weeks Ended) (26 Weeks Ended)
July 31, 2015 (a) August 1, 2014

Change (b)

 
Net sales $ 507,550 $ 401,725 26.3 %
Cost of sales   289,795     231,606   25.1 %
Gross profit 217,755 170,119 28.0 %
Sales and marketing expenses 107,787 80,202 34.4 %
Net credit expense (income) 16,108 (12,532 ) n/m
General and administrative expenses 80,187 65,286 22.8 %

Amortization and depreciation not included in

cost of sales (c)

26,809 6,337 323.1 %

Interest expense, net (d)

  16,274     9,000   80.8 %
(Loss) income before income taxes (29,410 ) 21,826 n/m
Income tax (benefit) expense   (5,447 )   7,815   n/m
Net (loss) income $ (23,963 ) $ 14,011   n/m
 
 
Margins and Expenses as a Percentage of Net Sales:
Gross profit rate 42.9 % 42.3 % 56 bp
Sales and marketing expenses 21.2 % 20.0 % 128 bp

Pro forma net credit expense (income) (e)

$ 16,108 $ 5,957 170.4 %
As a percentage of net sales 3.2 % 1.5 % 169 bp

Pro forma contribution margin (e)

$ 93,860 $ 83,960 11.8 %
As a percentage of net sales 18.5 % 20.9 % (241 ) bp

Adjusted general and administrative expenses (e)

$ 67,296 $ 51,916 29.6 %
As a percentage of net sales 13.3 % 12.9 % 34 bp

Adjusted EBITDA (e)

$ 27,444 $ 51,741 (47.0 %)
As a percentage of net sales 5.4 % 12.9 % (747 ) bp

Adjusted pro forma EBITDA (e)

$ 27,444 $ 32,774 (16.3 %)
As a percentage of net sales 5.4 % 8.2 % (275 ) bp
 
Selected Operating Data:

Fingerhut and Gettington.com revolving new customer credit accounts (f)

293 291 0.7 %

Fingerhut FreshStart new customer credit accounts (f)

110 96 14.6 %

PayCheck Direct new customer credit accounts (f)

14 7 100.0 %
Orchard Portfolio new gross customers (g) 94 n/a n/m
Fingerhut and Gettington.com revolving active accounts (h) 1,682 1,519 10.7 %
Orchard Portfolio active customers (i) 8,000 n/a n/m
PayCheck Direct eligible client employees (j) 4,316 2,194 96.7 %
 

(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.

(b) Changes in rates are presented as the basis point (bp) increase (decrease) from the prior period.

(c) Amortization and depreciation expense not included in cost of sales primarily consists of amortization expense of customer relationship finite-lived intangible assets and depreciation expense of software. Depreciation expense related to equipment in Bluestem's fulfillment facilities are included in cost of sales.

(d) Interest expense 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) Customers who have made a first time purchase from a particular brand within the Orchard Portfolio during the period presented.

(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) Customers that have made at least one purchase within the previous twelve fiscal months.

(j) PayCheck Direct clients' full-time active employees with a tenure greater than six months, are at least 18 years old, and have met certain minimum annual earnings.

 
BLUESTEM BRANDS, INC.
Condensed Consolidated Balance Sheets
(in thousands)
   
 
July 31, 2015 (a) January 30, 2015
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 8,349 $ 59,222
Restricted cash 11,345 13,425

Customer accounts receivable — net of allowance for doubtful accounts of $10,152 and $10,457, respectively

46,731 40,928
Merchandise inventories 225,571 96,431
Promotional material inventories 50,012 13,976
Deferred income taxes 11,473 14,914
Prepaid expenses and other assets   19,920     19,008
Total current assets 373,401 257,904
Property and equipment — net 98,799 49,755
Intangible assets — net 360,241 377,892
Goodwill 506,464 201,642
Other assets   700     10
Total Assets $ 1,339,605   $ 887,203
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 181,101 $ 82,037
Current income taxes payable 8,469 18,567
Accrued costs and other liabilities 92,785 65,109
Short-term debt   31,179     17,764
Total current liabilities 313,534 183,477
Long-term debt 508,215 272,802
Deferred income taxes 151,553 140,119
Other long-term liabilities 4,648 5,187
 
Stockholders' equity:
Common stock - -
Additional paid-in capital 369,602 269,602
Retained earnings   (7,947 )   16,016
Total stockholders' equity   361,655     285,618
Total Liabilities and Stockholders’ Equity $ 1,339,605   $ 887,203
 
 
(a) Orchard Portfolio results are presented as of July 31, 2015.
 
 
BLUESTEM BRANDS, INC.
Condensed Consolidated Statement of Cash Flows
(unaudited — in thousands)
     
Successor Predecessor
(26 Weeks Ended) (26 Weeks Ended)
July 31, 2015 (a) August 1, 2014
Cash flows from operating activities:
Net (loss) income $ (23,963) $ 14,011
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Amortization and depreciation expense 27,444 7,314
Amortization of deferred charges and original issue discount 1,914 1,197
Provision (benefit) for doubtful accounts 7,157 (8,598)
Provision for merchandise returns 13,852 11,574
Deferred income taxes (820) (780)
Stock-based compensation expense 1,947 1,424
Inventory obsolescence and other reserves 14,836 10,944
Other, net 918 -
Net change in assets and liabilities which provided (used) cash:
Customer accounts receivable (33,521) (13,480)
Merchandise inventories 1,978 (10,377)
Promotional material inventories (5,452) 166
Prepaid expenses and other assets 3,659 9,546
Current income taxes payable (7,195) (10,135)
Accounts payable and other liabilities 5,492 5,283
Net cash provided by operating activities 8,246 18,089
 
Cash flows from investing activities:
Purchase of customer accounts receivable (475,031) (422,344)
Proceeds from sale of customer accounts receivable 475,178 423,336
Acquisition of Orchard Brands, net (392,158) -
Net purchase of property and equipment (15,223) (11,271)
Net decrease (increase) in restricted cash 2,080 (5,121)
Net cash used in investing activities (405,154) (15,400)
 
Cash flows from financing activities:
Borrowings on revolving credit facilities 192,276 209,641
Repayments on revolving credit facilities (194,944) (210,430)
Borrowings on Successor Term Loan, net of financing fees 269,453 -
Repayments on Successor Term Loan (20,750) -
Repayments on Predecessor Term Loan - (40,000)
Cash equity contributions from parent 100,000 -
Issuance of Predecessor common stock - 492
Net cash provided by (used in) financing activities 346,035 (40,297)
 
Net Decrease in Cash and Cash Equivalents (50,873) (37,608)
Cash and Cash Equivalents, Beginning of Period 59,222 132,388
Cash and Cash Equivalents, End of Period $ 8,349 $ 94,780
 
 
(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.
 
 
BLUESTEM BRANDS, INC.
Supplemental Financial Information
(unaudited — in thousands)
         
Successor Predecessor
(13 Weeks Ended) (13 Weeks Ended)
July 31, 2015 August 1, 2014

Change

Total sales by merchandise category: (a)
Home $ 131,833 41.2 % $ 110,682 45.8 % 19.1 %
Entertainment 101,861 31.8 % 96,387 39.8 % 5.7 %
Fashion   85,745   26.8 %   34,891   14.4 % 145.8 %
Total merchandise sales (b) 319,439 100.0 % 241,960 100.0 % 32.0 %
Returns and allowances (26,556 ) (15,885 ) 67.2 %
Commissions and other revenue   8,492     4,399   93.0 %
Net sales $ 301,375   $ 230,474   30.8 %
 
Gross profit rate 43.7 % 42.4 % 139 bp
Sales and marketing expense 21.6 % 18.7 % 294 bp

Contribution margin rate (c)

18.9 % 23.6 % (473 ) bp
Average order size (d) $ 238 $ 232 2.6 %
 
Fingerhut sales by merchandise category:
Home $ 111,752 47.5 % $ 103,129 47.2 % 8.4 %
Entertainment 88,504 37.5 % 82,546 37.8 % 7.2 %
Fashion   35,464   15.0 %   32,860   15.0 % 7.9 %
Total merchandise sales (b) 235,720 100.0 % 218,535 100.0 % 7.9 %
Returns and allowances (16,834 ) (14,411 ) 16.8 %
Commissions   4,794     4,152   15.5 %
Net sales $ 223,680   $ 208,276   7.4 %
 
Gross profit rate 43.8 % 44.5 % (72 ) bp
Sales and marketing expense 19.2 % 19.0 % 15 bp

Contribution margin rate (c)

20.7 % 25.6 % (487 ) bp
Average order size (d) $ 235 $ 230 2.2 %
 
Orchard sales by merchandise category: (a)
Home $ 5,727 10.8 %
Fashion   47,118   89.2 %
Total merchandise sales (b) 52,845 100.0 %
Returns and allowances (7,711 )
Commissions and other revenue   3,307  
Net sales $ 48,441  
 
Gross profit rate 53.9 %
Sales and marketing expense 36.3 %

Contribution margin rate (c)

17.5 %
Average order size (d) $ 75
 
Other sales by merchandise category: (e)
Home $ 14,354 46.5 % $ 7,553 32.2 % 90.0 %
Entertainment 13,357 43.3 % 13,841 59.1 % (3.5 )%
Fashion   3,163   10.2 %   2,031   8.7 % 55.7 %
Total merchandise sales (b) 30,874 100.0 % 23,425 100.0 % 31.8 %
Returns and allowances (2,011 ) (1,474 ) 36.4 %
Commissions   391     247   58.3 %
Net sales $ 29,254   $ 22,198   31.8 %
 
Gross profit rate 26.9 % 22.5 % 445 bp
Sales and marketing expense 15.5 % 15.1 % 46 bp

Contribution margin rate (c)

7.1 % 5.0 % 208 bp
Average order size (d) $ 259 $ 256 1.2 %
 
 

(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.

(b) Total merchandise sales includes shipping and handling revenue and is net of sales discounts.

(c) Contribution margin rate 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.

(d) Average order size represents retail merchandise sales including shipping and handling revenue divided by the number of merchandise orders fulfilled during the fiscal period presented.

(e) Other includes Gettington.com and Paycheck Direct.

 
BLUESTEM BRANDS, INC.
Supplemental Financial Information
(unaudited — in thousands)
         
Successor Predecessor
(26 Weeks Ended) (26 Weeks Ended)
July 31, 2015 August 1, 2014

Change

Total sales by merchandise category: (a)
Home $ 233,550 43.6 % $ 191,801 45.7 % 21.8 %
Entertainment 183,218 34.2 % 165,588 39.4 % 10.6 %
Fashion   118,741   22.2 %   62,495   14.9 % 90.0 %
Total merchandise sales (b) 535,509 100.0 % 419,884 100.0 % 27.5 %
Returns and allowances (40,504 ) (26,487 ) 52.9 %
Commissions and other revenue   12,545     8,328   50.6 %
Net sales $ 507,550   $ 401,725   26.3 %
 
Gross profit rate 42.9 % 42.3 % 56 bp
Sales and marketing expense 21.2 % 20.0 % 127 bp

Contribution margin rate (c)

18.5 % 25.5 % (701 ) bp
Average order size (d) $ 230 $ 224 2.7 %
 
Fingerhut sales by merchandise category:
Home $ 203,419 47.4 % $ 179,255 47.1 % 13.5 %
Entertainment 159,135 37.2 % 142,439 37.4 % 11.7 %
Fashion   65,762   15.4 %   58,674   15.5 % 12.1 %
Total merchandise sales (b) 428,316 100.0 % 380,368 100.0 % 12.6 %
Returns and allowances (29,376 ) (24,020 ) 22.3 %
Commissions   8,515     7,924   7.5 %
Net sales $ 407,455   $ 364,272   11.9 %
 
Gross profit rate 43.7 % 44.3 % (59 ) bp
Sales and marketing expense 20.0 % 20.4 % (40 ) bp

Contribution margin rate (c)

20.2 % 27.3 % (710 ) bp
Average order size (d) $ 228 $ 222 2.7 %
 
Orchard sales by merchandise category: (a)
Home $ 5,727 10.8 %
Fashion   47,118   89.2 %
Total merchandise sales (b) 52,845 100.0 %
Returns and allowances (7,711 )
Commissions and other revenue   3,307  
Net sales $ 48,441  
 
Gross profit rate 53.9 %
Sales and marketing expense 36.3 %

Contribution margin rate (c)

17.5 %
Average order size (d) $ 75
 
Other sales by merchandise category: (e)
Home $ 24,404 44.9 % $ 12,546 31.7 % 94.5 %
Entertainment 24,083 44.3 % 23,149 58.6 % 4.0 %
Fashion   5,861   10.8 %   3,821   9.7 % 53.4 %
Total merchandise sales (b) 54,348 100.0 % 39,516 100.0 % 37.5 %
Returns and allowances (3,417 ) (2,467 ) 38.5 %
Commissions   723     404   79.0 %
Net sales $ 51,654   $ 37,453   37.9 %
 
Gross profit rate 26.3 % 23.4 % 284 bp
Sales and marketing expense 16.6 % 15.5 % 110 bp

Contribution margin rate (c)

6.0 % 8.1 % (210 ) bp
Average order size (d) $ 252 $ 243 3.7 %
 
 

(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.

(b) Total merchandise sales includes shipping and handling revenue and is net of sales discounts.

(c) Contribution margin rate 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.

(d) Average order size represents retail merchandise sales including shipping and handling revenue divided by the number of merchandise orders fulfilled during the fiscal period presented.

(e) Other includes Gettington.com and Paycheck Direct.

 
BLUESTEM BRANDS, INC.
Supplemental Financial Information
(unaudited — in thousands, except average balance outstanding)
         

 

Successor Predecessor
(13 Weeks Ended) (13 Weeks Ended)
July 31, 2015 August 1, 2014   Change
Net credit expense (income):
Finance charge and fee income $ (202 ) $ 1,949 (110.4 )%
Provision (benefit) for doubtful accounts 1,891 (1,225 ) (254.4 )%
Credit management costs 18,107 17,677 2.4 %
Portfolio profit sharing and servicing fee income   (9,987 )   (18,227 ) (45.2 )%
Net credit expense (income) $ 9,809   $ 174   n/m
 
Serviced Portfolio Selected Credit Data:
(13 Weeks Ended)
July 31, 2015
Revolving (a) FreshStart (b) PCD Installment (c)
Balance active accounts 1,800 136 32
Average balance outstanding $ 688 $ 104 $ 545

Customer accounts receivable (d)

$ 1,237,579 $ 14,094 $ 17,318
Balances 30+ days delinquent (e) $ 201,406 $ 5,804 $ 1,521

Balances 30+ days delinquent as a percentage of total customer accounts receivable (f)

16.3 % 41.2 % 8.8 %
Average customer accounts receivable $ 1,252,998 $ 16,852 $ 16,574
Finance charge and fee income (expense) 90,072 (620 ) n/a

Finance charge and fee income rate (g)

28.8 % -3.1 % n/a
Net principal charge-offs $ 60,863 $ 7,219 $ 378

Net principal charge-off rate (h)

19.4 % 36.1 % 9.1 %
 
 
(13 Weeks Ended)
August 1, 2014
Revolving (a) FreshStart (b) PCD Installment (c)
Balance active accounts 1,665 110 10
Average balance outstanding $ 622 $ 105 $ 670

Customer accounts receivable (d)

$ 1,035,927 $ 11,502 $ 6,646
Balances 30+ days delinquent (e) $ 173,326 $ 4,591 $ 144

Balances 30+ days delinquent as a percentage of total customer accounts receivable (f)

16.7 % 39.9 % 2.2 %
Average customer accounts receivable $ 1,035,569 $ 12,040 $ 5,136
Finance charge and fee income $ 78,645 $ (237 ) n/a

Finance charge and fee income rate (g)

30.4 % -1.9 % n/a
Net principal charge-offs $ 39,852 $ 4,201 $ 140

Net principal charge-off rate (h)

15.4 % 33.4 % 10.9 %
 
 

(a) Revolving serviced portfolio includes Fingerhut and Gettington.com revolving credit accounts.

(b) FreshStart serviced portfolio is Fingerhut's installment accounts.

(c) PCD installment serviced portfolio is installment receivables issued to consumers who are members and employees of participating organizations and employers in the PayCheck Direct program.

(d) Customer accounts receivable excludes impact from purchase accounting fair value adjustment.

(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.

(g) 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 July 31, 2015 and August 1, 2014 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 July 31, 2015 and August 1, 2014.

(h) Revolving and PCD Installment net principal charge-off rate represents net principal charge-offs as a percentage of average customer accounts receivable for the 13 weeks ended July 31, 2015 and August 1, 2014 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 July 31, 2015 and August 1, 2014.

 
BLUESTEM BRANDS, INC.
Supplemental Financial Information
(unaudited — in thousands, except average balance outstanding)
         
Successor Predecessor
(26 Weeks Ended) (26 Weeks Ended)
July 31, 2015 August 1, 2014   Change
Net credit expense (income):
Finance charge and fee income $ (4,182 ) $ 7,271 (157.5 )%
Provision (benefit) for doubtful accounts 7,157 (8,598 ) (183.2 )%
Credit management costs 37,202 34,045 9.3 %
Portfolio profit sharing and servicing fee income   (24,069 )   (45,250 ) (46.8 )%
Net credit expense (income) $ 16,108   $ (12,532 ) n/m
 
Serviced Portfolio Selected Credit Data:
(26 Weeks Ended)
July 31, 2015
Revolving (a) FreshStart (b) PCD Installment (c)
Balance active accounts 1,800 136 32
Average balance outstanding $ 688 $ 104 $ 545

Customer accounts receivable (d)

$ 1,237,579 $ 14,094 $ 17,318
Balances 30+ days delinquent (e) $ 201,406 $ 5,804 $ 1,521

Balances 30+ days delinquent as a percentage of total customer accounts receivable (f)

16.3 % 41.2 % 8.8 %
Average customer accounts receivable $ 1,247,272 $ 19,630 $ 16,858
Finance charge and fee income 182,257 1,683 n/a

Finance charge and fee income rate (g)

29.2 % 5.3 % n/a
Net principal charge-offs $ 113,704 $ 10,265 $ 1,065

Net principal charge-off rate (h)

18.2 % 32.6 % 12.6 %
 
 
(26 Weeks Ended)
August 1, 2014
Revolving (a) FreshStart (b) PCD Installment (c)
Balance active accounts 1,665 110 10
Average balance outstanding $ 622 $ 105 $ 670

Customer accounts receivable (d)

$ 1,035,927 $ 11,502 $ 6,646
Balances 30+ days delinquent (e) $ 173,326 $ 4,591 $ 144

Balances 30+ days delinquent as a percentage of total customer accounts receivable (f)

16.7 % 39.9 % 2.2 %
Average customer accounts receivable $ 1,022,708 $ 13,074 $ 4,519
Finance charge and fee income $ 152,366 $ 1,492 n/a

Finance charge and fee income rate (g)

29.8 % 7.2 % n/a
Net principal charge-offs $ 77,672 $ 6,559 $ 157

Net principal charge-off rate (h)

15.2 % 31.5 % 6.9 %
 
 

(a) Revolving serviced portfolio includes Fingerhut and Gettington.com revolving credit accounts.

(b) FreshStart serviced portfolio is Fingerhut's installment accounts.

(c) PCD installment serviced portfolio is installment receivables issued to consumers who are members and employees of participating organizations and employers in the PayCheck Direct program.

(d) Customer accounts receivable excludes impact from purchase accounting fair value adjustment.

(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.

(g) Revolving finance charge and fee income rate represents finance charge and fee income as a percentage of average customer accounts receivable for the 26 weeks ended July 31, 2015 and August 1, 2014 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 26 weeks of FreshStart related sales five months prior to the 26 weeks ended July 31, 2015 and August 1, 2014.

(h) Revolving and PCD Installment net principal charge-off rate represents net principal charge-offs as a percentage of average customer accounts receivable for the 26 weeks ended July 31, 2015 and August 1, 2014 annualized to 52-week periods for comparability. FreshStart net principal charge-off rate represents net principal charge-offs as a percentage of the 26 weeks of FreshStart related sales five months prior to the 26 weeks ended July 31, 2015 and August 1, 2014.

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

To supplement the consolidated financial information of Bluestem Brands, Inc. and its subsidiaries which are presented in accordance with U.S. Generally Accepted Accounting Principles, or 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):

 
Pro forma net credit expense (income), as presented, is defined as net credit expense (income) assuming that the Santander Consumer USA Inc. ("SCUSA") credit financing arrangement had been in place and all revolving customer accounts receivable were sold to SCUSA prior to the 2014 fiscal year. No pro forma adjustments were necessary for the 13 weeks and 26 weeks ended July 31, 2015 as the sale of receivables was fully transitioned by the end of fiscal 2014.
 
Contribution margin, as presented, is defined as net sales less cost of sales, sales and marketing expenses and net credit expense (income). Contribution Margin represents the combined performance of merchandising, marketing and credit management activities.
 
Pro forma contribution margin, as presented, is defined as net sales less cost of sales, sales and marketing expenses and pro forma net credit expense (income) assuming that the SCUSA credit financing arrangement had been in place and all revolving customer accounts receivable were sold to SCUSA prior to the 2014 fiscal year. No pro forma adjustments were necessary for the 13 weeks and 26 weeks ended July 31, 2015 as the sale of receivables was fully transitioned by the end of fiscal 2014.
 
Adjusted general and administrative expense, as presented, is defined as general and administrative expenses adjusted for dividend equivalent expense, stock-based compensation expense, acquisition transaction costs, specified litigation matters, and other. Specified litigation matters are certain litigation contingencies that existed as of the November 7, 2014 acquisition of Bluestem by Bluestem Group that are subject to limited indemnification by Bluestem's former stockholders.
 
Adjusted EBITDA, as presented, represents net (loss) income before interest expense, income tax (benefit) expense, amortization and depreciation expense, stock-based compensation expense, dividend equivalent expense, acquisition transaction costs, specified litigation matters, and other. Specified litigation matters are certain litigation contingencies that existed as of the November 7, 2014 acquisition of Bluestem by Bluestem Group that are subject to limited indemnification by Bluestem's former stockholders.
 
Adjusted pro forma EBITDA, as presented, represents net (loss) income, assuming that the SCUSA credit financing arrangement had been in place and all revolving customer accounts receivable were sold to SCUSA prior to the 2014 fiscal year, before interest expense, income tax (benefit) expense, amortization and depreciation expense, stock-based compensation expense, dividend equivalent expense, acquisition transaction costs, specified litigation matters, and other. In April 2013, the Company entered into a new strategic relationship with SCUSA, under which the Company would sell all newly originated Fingerhut and Gettington revolving credit receivables to SCUSA at par on the same business day as its purchase from WebBank and shares the profit on the receivables with SCUSA. No pro forma adjustments were necessary for the 13 weeks and 26 weeks ended July 31, 2015 as the sale of receivables was fully transitioned by the end of fiscal 2014.
 
We provide these measures because we believe they are useful to investors in evaluating our operating performance (while giving effect to the SCUSA transaction) compared to other companies in our industry. 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 pro forma net credit expense (income), contribution margin, pro forma contribution margin, adjusted general and administrative expense, adjusted EBITDA, and adjusted pro forma EBITDA may not be comparable to the calculations of such measures by other companies.
 
The following table reconciles our pro forma Net Credit Expense (Income) to the nearest GAAP performance measure, which is net credit expense (income):
 
13 Weeks Ended 26 Weeks Ended
July 31, 2015 (a) August 1, 2014 July 31, 2015 (a) August 1, 2014
Pro forma Net Credit Expense (Income):
Net credit expense (income) $ 9,809 $ 174 $ 16,108 $ (12,532 )
Less:
Finance charge and fee income adjustment (b) - (1,712 ) - (8,763 )

Provision for doubtful accounts adjustment (b)

- 3,519 - 14,157
Servicing income adjustment (c) - (98 ) - (274 )
Profit sharing adjustment (c)   -     794     -     13,369  
Total net credit expense (income) pro forma adjustments   -     2,503     -     18,489  
Pro forma Net Credit Expense (Income) $ 9,809   $ 2,677   $ 16,108   $ 5,957  
 
Pro forma net credit expense (income) % of net sales 3.3 % 1.2 % 3.2 % 1.5 %
   

(a) No pro forma adjustments were necessary for the 13 weeks and 26 weeks ended July 31, 2015 as the sale of receivables was fully transitioned by the end of fiscal 2014.

(b) Finance charge and fee income and provision for doubtful accounts shifted to SCUSA for all revolving receivables. Bluestem Brands, Inc. retains finance charge and fee income and provision for doubtful accounts for retained receivables (FreshStart and PayCheck Direct).

(c) Bluestem Brands, Inc. receives a 2% servicing fee and profit sharing (based on Risk Adjusted Margin) from SCUSA.

BLUESTEM BRANDS, INC.
Non-GAAP Financial Measures
(unaudited — in thousands)
       
The following table reconciles our Contribution Margin to the nearest GAAP performance measure, which is net (loss) income:
 
13 Weeks Ended 26 Weeks Ended
July 31, 2015 (a) August 1, 2014 July 31, 2015 (a) August 1, 2014
Contribution Margin:
Net (loss) income $ (12,694 ) $ 9,891 $ (23,963 ) $ 14,011
Income tax (benefit) expense (288 ) 5,510 (5,447 ) 7,815
Interest expense, net 8,754 4,364 16,274 9,000
General and administrative expenses 46,431 31,533 80,187 65,286
Amortization and depreciation not included in cost of sales   14,758     3,158     26,809     6,337  
Contribution Margin $ 56,961   $ 54,456   $ 93,860   $ 102,449  
 
Contribution margin % of net sales 18.9 % 23.6 % 18.5 % 25.5 %
 
The following table reconciles Contribution Margin to pro forma Contribution Margin:
 
13 Weeks Ended 26 Weeks Ended
July 31, 2015 (b) August 1, 2014 July 31, 2015 (b) August 1, 2014
Pro forma Contribution Margin:
Contribution margin 56,961 54,456 93,860 102,449
Less:
Net credit expense (income) pro forma adjustments (c)   -     2,503     -     18,489  
Pro forma Contribution Margin $ 56,961   $ 51,953   $ 93,860   $ 83,960  
 
Pro forma contribution margin % of net sales 18.9 % 22.5 % 18.5 % 20.9 %
 
The following table reconciles Adjusted General and Administrative expenses to the nearest GAAP performance measure, which is general and administrative expenses:
 
13 Weeks Ended 26 Weeks Ended
July 31, 2015 (a) August 1, 2014 July 31, 2015 (a) August 1, 2014
Adjusted General and Administrative Expenses:
General and administrative expenses $ 46,431 $ 31,533 $ 80,187 $ 65,286
Less:
Dividend equivalent expense - 2,976 - 6,136
Stock-based compensation expense 939 703 1,948 1,424
Acquisition transaction costs 6,530 1,335 8,342 2,884
Specified litigation matters - 805 - 2,822
Lease termination costs 1,122 - 1,122 -
Other   918     48     1,479     104  
Adjusted General and Administrative Expenses $ 36,922   $ 25,666   $ 67,296   $ 51,916  
 

Adjusted general and administrative expenses % of net sales

12.3 % 11.1 % 13.3 % 12.9 %
   

(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.

(b) No pro forma adjustments to Contribution Margin was necessary for the 13 weeks and 26 weeks ended July 31, 2015 as the sale of receivables was fully transitioned by the end of fiscal 2014.

(c) Net credit expense (income) pro forma adjustments are described in pro forma net credit expense (income) section.

 
BLUESTEM BRANDS, INC.
Non-GAAP Financial Measures
(unaudited — in thousands)
       
 
The following table reconciles our Adjusted EBITDA to the nearest GAAP performance measure, which is net (loss) income:
 
13 Weeks Ended 26 Weeks Ended
July 31, 2015 (a) August 1, 2014 July 31, 2015 (a) August 1, 2014
Adjusted EBITDA:
Net (loss) income $ (12,694 ) $ 9,891 $ (23,963 ) $ 14,011
Interest expense 8,757 4,370 16,277 9,013
Income tax (benefit) expense (288 ) 5,510 (5,447 ) 7,815
Amortization and depreciation expense 15,108 3,648 27,444 7,311
Stock-based compensation expense 939 703 1,948 1,425
Dividend equivalent expense - 2,976 - 6,136
Acquisition transaction costs 6,530 1,335 8,342 2,884
Specified litigation matters - 805 - 2,822
Lease termination costs 1,122 - 1,122 -
Other   1,045     164     1,721     324  
Adjusted EBITDA $ 20,519   $ 29,402   $ 27,444   $ 51,741  
 
Adjusted pro forma EBITDA % of net sales 6.8 % 12.8 % 5.4 % 12.9 %
 
The following table reconciles our Adjusted EBITDA to Adjusted pro forma EBITDA:
 
13 Weeks Ended 26 Weeks Ended
July 31, 2015 (b) August 1, 2014 July 31, 2015 (b) August 1, 2014
Adjusted pro forma EBITDA:
Adjusted EBITDA $ 20,519 $ 29,402 $ 27,444 $ 51,741
Less:

Net credit expense (income) pro forma adjustments (c)

- (2,503 ) - (18,489 )
Other pro forma adjustments (d)   -     (240 )   -     (478 )
Adjusted pro forma EBITDA $ 20,519   $ 26,659   $ 27,444   $ 32,774  
 
Adjusted pro forma EBITDA % of net sales 6.8 % 11.6 % 5.4 % 8.2 %
   

(a) Orchard Portfolio results are presented for the period from July 10, 2015 through July 31, 2015.

(b) No pro forma adjustments were necessary for the 13 weeks and 26 weeks ended July 31, 2015 as the sale of receivables was fully transitioned by the end of fiscal 2014.

(c) Net credit expense (income) pro forma adjustments are described above in pro forma net credit expense (income).

(d) Amortization and depreciation decrease due to elimination of amortization of deferred SCUSA transaction-related expenses.

 
ORCHARD BRANDS CORPORATION
Consolidated Statements of Operations and Selected Operating Data
(unaudited — in thousands)
       
To supplement the consolidated financial information of Bluestem Brands, Inc. and its subsidiaries, we are providing certain consolidated stand-alone historical results of Orchard Brands Corporation and its subsidiaries for the 26 weeks ended June 27, 2015 and June 28, 2014 and the 52 weeks ended December 27, 2014 and December 28, 2013. These periods represent the first two quarters of Orchard Brands Corporation's 2015 and 2014 fiscal years and its 2014 and 2013 years. This information is being presented to provide an understanding of the historic consolidated results of Orchard Brands Corporation prior to ownership by Bluestem Brands, Inc. This information does not include any adjustments or otherwise give effect to any changes to the operations of Orchard Brands Corporation or its subsidiaries that might result from Bluestem Brand’s acquisition of Orchard Brands Corporation. The results for the periods presented are not included in the results of Bluestem Brands, Inc. Orchard Brand Corporation’s consolidated results of operations for prior periods are not necessarily indicative of future performance.
 
EBITDA, as presented, represents net income before interest expense, income tax expense and amortization and depreciation expense. We provide this measure because we believe it is useful to investors in evaluating operating performance compared to other companies in Orchard Brand’s industry. As a non-GAAP measure, EBITDA has limitations in that it does not reflect all of the amounts associated with Orchards Brands Corporation's results of operations as determined in accordance with GAAP and is 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.
 
52 Weeks Ended
26 Weeks Ended December 27, December 28,
June 27, 2015 June 28, 2014   2014   2013
 
Net Sales $ 490,424 $ 493,004 $ 1,022,926 $ 1,023,323
 
Net Income $ 8,010 $ 4,988 $ 13,904 $ 9,412
Interest expense 8,463 10,101 19,601 16,981
Depreciation and amortization 7,179 7,167 15,075 18,236
Income tax expense   5,014   3,800   10,102   4,109
EBITDA $ 28,666 $ 26,056 $ 58,682 $ 48,738
 
Selected Operating Data:
Active customers (a) 8,020 7,901 7,919 7,857
New gross customers (b) 420 414 843 849
Average order size (c) $ 69 $ 69 $ 70 $ 70
 

(a) Customers that have made at least one purchase within the previous twelve fiscal months.

(b) Customers who have made a first time purchase from a particular brand within the Orchard Portfolio during the period presented.

(c) Average order size represents retail merchandise sales including shipping and handling revenue divided by the number of merchandise orders fulfilled during the fiscal period presented.

MANAGEMENT’S COMMENTARY ON RESULTS OF OPERATIONS OF BLUESTEM BRANDS, INC.

The following management commentary presents the Company’s detailed analysis of the results of operations of Bluestem Brands, Inc. and its consolidated subsidiaries on a stand-alone basis for the (unaudited) 13-weeks and 26-weeks ended July 31, 2015 and August 1, 2014.

As used in this management commentary:

  • “Bluestem”, “we”, “our” or “the Company” refers to Bluestem Brands, Inc. which consists of the Bluestem legacy portfolio of retail brands and, from and after July 10, 2015, the Orchard portfolio of retail brands
  • “Bluestem Legacy Portfolio” refers to the consolidated Fingerhut, Gettington.com and PayCheck Direct retail brands
  • “Orchard Portfolio” refers to the consolidated Appleseed’s, Bedford Fair, Blair, Draper’s & Damon’s, Gold Violin, Haband, LinenSource, Norm Thompson, Old Pueblo Traders, Sahalie, Solutions, Tog Shop and WinterSilks retail brands

On July 10, 2015, Bluestem acquired all of the outstanding common shares and voting interests of the Orchard Brands Corporation, which operates the Orchard Portfolio, for $410 million in cash, subject to customary purchase price adjustments. The results of the Orchard Portfolio have been included in the results of operation of Bluestem for the period from July 10, 2015 through July 31, 2015.

Results of Operations – 13-Weeks Ended July 31, 2015 Compared to 13-Weeks Ended August 1, 2014

Net Income (Loss): For the 13-weeks ended July 31, 2015, net loss was $12.7 million, a decrease of $22.6 million as compared to net income of $9.9 million for the 13-weeks ended August 1, 2014. We reported a net loss for the quarter due to a $22.1 million increase in sales and marketing expenses, a $14.9 million increase in general and administrative expenses, an $11.6 million increase in amortization and depreciation not included in costs of sales, a $9.6 million increase in net credit expense and a $4.4 million increase in interest expense, net, partially offset by a $34.2 million increase in gross profit and a $5.8 million decrease in income tax expense.

Adjusted EBITDA / Adjusted Pro Forma EBITDA: Adjusted EBITDA for the 13-weeks ended July 31, 2015 was $20.5 million, a decrease of $6.1 million as compared to adjusted pro forma EBITDA of $26.7 million for the same period ended August 1, 2014. This decrease is due to a $22.1 million increase in sales and marketing expenses, an $11.2 million increase in adjusted general and administrative expenses and a $7.1 million increase in pro forma net credit expense (income), partially offset by a $34.3 million increase in gross profit.

Net Sales: For the 13-weeks ended July 31, 2015, net sales were $301.4 million, an increase of $70.9 million, or 30.8%, as compared to net sales of $230.5 million for the 13-weeks ended August 1, 2014. The Bluestem Legacy Portfolio average order size increased to $238 for the 13-weeks ended July 31, 2015 compared to an average order size of $232 for the 13-weeks ended August 1, 2014. The Orchard Portfolio recorded an average order size of $75 during the period from July 10, 2015 through July 31, 2015. The Bluestem Legacy Portfolio added 200 thousand new credit customers in the 13-weeks ended July 31, 2015 and in the 13-weeks ended August 1, 2014, respectively. The $70.9 million net sales increase was primarily a result of the acquisition of the Orchard Portfolio, which recorded $48.4 million in net sales during the period from July 10, 2015 through July 31, 2015, and due to strong sales to Bluestem Legacy Portfolio’s new and existing customers. New customer accounts acquired were driven by broader visibility of our website through effective marketing efforts and assortment expansion. Sales to existing customers were driven by our ability to retain customers through our marketing efforts, assortment expansion, credit line account management strategies and targeted promotions.

Gross Profit Rate: The gross profit rate increased 139 basis points to 43.8% for the 13-weeks ended July 31, 2015 as compared to 42.4% for the 13-weeks ended August 1, 2014. The acquisition of the Orchard Portfolio resulted in an increase in gross profit rate of 194 basis points. The Orchard Portfolio recorded a gross profit rate of 53.9% during the period from July 10, 2015 through July 31, 2015. The Bluestem Legacy Portfolio recorded a gross profit rate of 41.8% for the 13-weeks ended July 31, 2015, which represents a 55 basis point decrease as compared to the 13-weeks ended August 1, 2014. The decrease in the Bluestem Legacy Portfolio gross profit rate was primarily a result of an increase in merchandise return activity and an increase in inventory obsolescence.

Sales and Marketing Expenses: For the 13-weeks ended July 31, 2015, sales and marketing expenses were $65.1 million, an increase of $22.1 million, or 51.4%, as compared to $43.0 million for the 13-weeks ended August 1, 2014. As a percent of net sales, our sales and marketing costs increased 294 basis points to 21.6%, compared to 18.7% in the second quarter of fiscal 2014. The acquisition of the Orchard Portfolio resulted in a 283 basis point increase in sales and marketing expense. The Orchard Portfolio recorded sales and marketing expense as a percentage of net sales of 36.3% for the period from July 10, 2015 through July 31, 2015. The Bluestem Legacy Portfolio recorded sales and marketing expense as a percentage of net sales of 18.8% for the 13-weeks ended July 31, 2015, which represents an 11 basis point increase as compared to the 13-weeks ended August 1, 2014. The increase in the Bluestem Legacy Portfolio sales and marketing expense as a percentage of net sales was primarily a result of increased TV advertising.

Net Credit Expense (Income): Net credit expense was $9.8 million for the 13-weeks ended July 31, 2015 compared to a net credit expense of $0.2 million for the 13-weeks ended August 1, 2014. Pro forma net credit expense for the 13-weeks ended August 1, 2014 was $2.7 million. Net credit expense for the 13-weeks ended July 31, 2015 increased 209 basis points as compared to pro-forma net credit expense for the 13-weeks ended August 1, 2014, primarily due to $8.6 million in lower profit sharing on the SCUSA-owned portfolio due to increased gross charge-offs. The $8.6 million decrease in profit sharing was partially offset by a $1.0 million increase in servicing income due to the growth of our portfolio.

General and Administrative Expenses: General and administrative expenses were $46.4 million for the 13-weeks ended July 31, 2015 as compared to $31.5 million for the 13-weeks ended August 1, 2014. Adjusted general and administrative expenses for the 13-weeks ended July 31, 2015 were $36.9 million or 12.3% of net sales, compared to $25.7 million or 11.1% of net sales for the same period ended August 1, 2014. Adjusted general and administrative expenses as a percent of net sales increased 112 basis points due to increased headcount in order to support our growth.

Amortization and Depreciation not Included in Cost of Sales: Amortization and depreciation not included in costs of sales were $14.8 million for the 13-weeks ended July 31, 2015 as compared to $3.2 million for the 13-weeks ended August 1, 2014. This increase was primarily due to the recognition of $10.1 million of amortization expense related to the customer relationship intangible asset as a result of the Bluestem acquisition.

Interest Expense: For the 13-weeks ended July 31, 2015, interest expense was $8.8 million, an increase of $4.4 million versus the same period ended August 1, 2014. The increase is a result of weighted average borrowings outstanding of $352.9 million and a weighted average interest rate of 8.4% for the 13-weeks ended July 31, 2015 compared to $195.3 million of weighted average borrowings outstanding and a 7.9% weighted average interest rate for the 13-weeks ended August 1, 2014. The increase in weighted average borrowings was due to borrowings in connection with the Bluestem acquisition and the acquisition of the Orchard Portfolio.

Income Tax Expense (Benefit): For the 13-weeks ended July 31, 2015, we recorded a $0.3 million income tax benefit, as compared to income tax expense of $5.5 million for the 13-weeks ended August 1, 2014. The $0.3 million income tax benefit was lower than the U.S. statutory rate applied to the $13.0 million pretax loss primarily because of non-deductible acquisition expenses during the 13-weeks ended July 31, 2015. The $5.5 million income tax expense was higher than the U.S. statutory rate applied to $15.4 million pretax income primarily because of state taxes for the 13-weeks ended August 1, 2014.

Results of Operations – 26-Weeks Ended July 31, 2015 Compared to 26-Weeks Ended August 1, 2014

Net Income (Loss): For the 26-weeks ended July 31, 2015, net loss was $24.0 million, a decrease of $38.0 million as compared to net income of $14.0 million for the 26-weeks ended August 1, 2014. We reported a net loss for the 26-weeks ended July 31, 2015 due to a $28.6 million increase in net credit expense, $27.6 million increase in sales and marketing expenses, a $20.5 million increase in amortization and depreciation, a $14.9 million increase in general and administrative expenses and a $7.3 million increase in interest expense, net, partially offset by a $47.6 million increase in gross profit and a $13.3 million decrease in income tax expense.

Adjusted EBITDA / Adjusted Pro Forma EBITDA: Adjusted EBITDA for the 26-weeks ended July 31, 2015 was $27.4 million, a decrease of $5.4 million as compared to adjusted pro forma EBITDA of $32.8 million for the 26-weeks ended August 1, 2014. This decrease is due to a $27.6 million increase in sales and marketing expenses, a $15.4 million increase in adjusted general and administrative expenses and a $10.2 million increase in pro forma net credit expense (income), partially offset by a $47.8 million increase in gross profit.

Net Sales: For the 26-weeks ended July 31, 2015, net sales were $507.6 million, an increase of $105.8 million, or 26.3%, as compared to net sales of $401.7 million for the same period ended August 1, 2014. The Bluestem Legacy Portfolio average order size increased to $230 for the 26-weeks ended July 31, 2015 compared to an average order size of $224 for the 26-weeks ended August 1, 2014. The Orchard Portfolio recorded an average order size of $75 during the period from July 10, 2015 through July 31, 2015. The Bluestem Legacy Portfolio added 403 thousand new credit customers in the 26-weeks ended July 31, 2015 and 387 thousand new credit customers in the 26-weeks ended August 1, 2014. The $105.8 million net sales increase was a result of strong sales to Bluestem Legacy Portfolio’s new and existing customers and the acquisition of the Orchard Portfolio, which recorded $48.4 million in net sales during the period from July 10, 2015 through July 31, 2015. New customer accounts acquired were driven by broader visibility of our website through effective marketing efforts and assortment expansion. Sales to existing customers were driven by our ability to retain customers through our marketing efforts, assortment expansion, credit line account management strategies and targeted promotions.

Gross Profit Rate: The gross profit rate increased 56 basis points to 42.9% for the 26-weeks ended July 31, 2015 as compared to 42.3% for the 26-weeks ended August 1, 2014. The acquisition of the Orchard Portfolio resulted in a 116 basis point increase in gross profit. The Orchard Portfolio recorded a gross profit rate of 53.9% during the period from July 10, 2015 through July 31, 2015. The Bluestem Legacy Portfolio recorded a gross profit rate of 41.8% for the 26-weeks ended July 31, 2015, which represents a 60 basis point decrease as compared to the 26-weeks ended August 1, 2014. The decrease in the Bluestem Legacy Portfolio gross profit rate was primarily a result of an increase in merchandise return activity and an increase in inventory obsolescence.

Sales and Marketing Expenses: For the 26-weeks ended July 31, 2015, sales and marketing expenses were $107.8 million, an increase of $27.6 million, or 34.4%, as compared to $80.2 million for the 26-weeks ended August 1, 2014. As a percent of net sales, our sales and marketing costs were 21.2%, compared to 20.0% in the prior year period. The acquisition of the Orchard Portfolio resulted in a 159 basis point increase in sales and marketing expense as a percentage of net sales. The Orchard Portfolio recorded sales and marketing expense as a percentage of net sales of 36.3% for the period from July 10, 2015 through July 31, 2015. The Bluestem Legacy Portfolio recorded sales and marketing expense as a percent of net sales was 19.6%, which represents a 32 basis point decrease as compared to the 26-weeks ended August 1, 2014. The decrease was a result of advertising efficiencies.

Net Credit Expense (Income): Net credit expense was $16.1 million for the 26-weeks ended July 31, 2015 compared to a net credit income of $12.5 million for the 26-weeks ended August 1, 2014. Pro forma net credit expense for the 26-weeks ended August 1, 2014 was $6.0 million. Net credit expense for the 26-weeks ended July 31, 2015 increased 169 basis points as compared to pro-forma net credit expense for the same period ended August 1, 2014 primarily due to $10.2 million in lower profit sharing on the SCUSA-owned portfolio due to an increase in gross charge-offs, partially offset by an increase in finance charge revenue.

General and Administrative Expenses: General and administrative expenses were $80.2 million for the 26-weeks ended July 31, 2015 as compared to $65.3 million for the 26-weeks ended August 1, 2014. Adjusted general and administrative expenses for the 26-weeks ended July 31, 2015 were $67.3 million or 13.3% of net sales, compared to $51.9 million, or 13.0% of net sales, for the same period ended August 1, 2014. Adjusted general and administrative expenses as a percent of net sales increased 34 basis points due to increased headcount in order to support our growth and increased professional fees.

Amortization and Depreciation not Included in Cost of Sales: Amortization and depreciation not included in costs of sales were $26.8 million for the 26-weeks ended July 31, 2015 as compared to $6.3 million for the 26-weeks ended August 1, 2014. This increase was primarily due to the recognition of $17.8 million of amortization expense related to the customer relationship intangible asset as a result of the Bluestem acquisition.

Interest Expense: For the 26-weeks ended July 31, 2015, interest expense was $16.3 million, an increase of $7.3 million as compared to $9.0 million for the 26-weeks ended August 1, 2014. The increase is a result of weighted average borrowings outstanding of $322.9 million and a weighted average interest rate of 8.4% for the 26-weeks ended July 31, 2015 compared to $204.3 million weighted average borrowings outstanding and a 7.9% weighted average interest rate for the 26-weeks ended August 1, 2014. The increase in weighted average borrowings was due to borrowings in connection with the Bluestem acquisition and the acquisition of the Orchard Portfolio.

Income Tax Expense (Benefit): For the 26-weeks ended July 31, 2015 we recorded a $5.4 million income tax benefit, as compared to income tax expense of $7.8 million for the 26-weeks ended August 1, 2014. The $5.4 million income tax benefit was lower than the U.S. statutory rate applied to the $29.4 million pretax loss primarily because of non-deductible acquisition expenses and other adjustments during the 26-weeks ended July 31, 2015. The $7.8 million income tax expense was higher than the U.S. statutory rate applied to $21.8 million pretax income primarily because of state taxes for the 26-weeks ended August 1, 2014.

Contacts

Investor Relations:
ICR
Denise Garcia, 215-328-1555

Contacts

Investor Relations:
ICR
Denise Garcia, 215-328-1555