Hudson’s Bay Company Reports Third Quarter 2014 Financial Results

Hudson's Bay Company (“HBC” or the “Company”) (TSX:HBC) today announced its results for the 13-week period ended November 1, 2014 (the “third quarter”).

Third Quarter Year-Over-Year Highlights
HBC's financial results for 2014 include Saks Incorporated ("Saks")

• Consolidated sales growth of 94% to over $1.9 billion, on a same store sales (local currency basis) increase of 2.7%
  • Department Store Group (“DSG”) same store sales increase of 1.7%
  • Saks Fifth Avenue same store sales increase of 1.0%
  • Saks Fifth Avenue OFF 5TH (“OFF 5TH”) same store sales increase of 19.2%
• Digital sales of $228 million, including increase of 73% at DSG
• Normalized EBITDA of $116 million compared to $63 million
  • Normalized EBITDA margin of 6.1% compared to 6.4%
• Opened one new Lord & Taylor, three new OFF 5TH locations and one new Hudson’s Bay Outlet

Year-to-Date Highlights
HBC's financial results for 2014 include Saks

• Consolidated sales growth of 97% to over $5.5 billion, on same store sales (local currency basis) increase of 2.5%
  • DSG same store sales increase of 1.0%
  • Saks Fifth Avenue same store sales increase of 1.9%
  • OFF 5TH same store sales increase of 16.6%
• Digital sales of $597 million, including increase of 86% at DSG
• Normalized EBITDA of $294 million compared to $152 million
  • Normalized EBITDA margin of 5.3% compared to 5.4%

“We are pleased with our third quarter financial performance,” stated Richard Baker, HBC’s Governor and Chief Executive Officer. “We remain on track with our integration of Saks and continue to gain traction on our strategic growth initiatives, especially at HBC Digital where we experienced substantial sales growth. We are well-positioned for the holiday shopping season with a value proposition underpinned by differentiated merchandising and superior customer service initiatives across all our banners. We remain confident in achieving our financial performance targets for Fiscal 2014.”

“We continue to progress on the five core strategies of our long-term plan to grow our sales and expand our EBITDA margin. We remain committed to driving digital sales across all our banners, growing OFF 5TH, bringing Saks Fifth Avenue and OFF 5TH to Canada, driving outsized growth at our top doors and driving synergies and efficiencies across our business. In addition, our recently completed US$1.25 billion, 20-year mortgage on the ground portion of our Saks Fifth Avenue flagship in New York City has strengthened our financial position by providing long-term, fixed-rate capital on highly attractive terms.”

Financial Results

Throughout this press release, the terms "Normalized SG&A" and "Normalized EBITDA" refer to financial results that have been adjusted to exclude certain non-recurring items and charges. For a full explanation of the Company's use of non-IFRS measures, please refer to the “Supplemental Information” section of this press release. For further discussion of the Company's financial and operating results, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations for the Thirteen and Thirty-Nine Weeks Ended November 1, 2014 (the “MD&A”). DSG refers to the Company as structured prior to the acquisition of Saks (i.e., excluding Saks).

Third Quarter Summary

All comparative figures below are for the 13-week period ended November 1, 2014 compared to the 13-week period ended November 2, 2013.

Retail sales were $1,913 million, an increase of $929 million or 94.4% from $984 million for the prior year. The increase is primarily attributable to the inclusion of Saks. On a local currency basis, consolidated same store sales increased by 2.7%, with increases of 1.7% at DSG, 1.0% at Saks Fifth Avenue and 19.2% at OFF 5TH. Digital commerce sales totaled $228 million, including $166 million from Saks and growth of 73% at DSG.

In terms of merchandise category performance, sales growth at DSG was driven by men’s apparel, ladies’ shoes, cosmetics and TopShop/TopMan stores. Sales growth at Saks Fifth Avenue was led by menswear, accessories and fragrances. Sales growth at OFF 5TH was strong across the majority of categories.

Gross profit was $787 million, an increase of $391 million from $396 million for the prior year. The increase is primarily attributable to the inclusion of Saks. Gross profit as a percentage of retail sales was 41.1%, an increase of 90 basis points. The increase was driven by higher gross profit as a percentage of retail sales at DSG, as well as the inclusion of Saks, which contributed higher gross profit as a percentage of retail sales than DSG.

SG&A was $690 million, an increase of $331 million from $359 million for the prior year. The increase is primarily attributable to the inclusion of Saks. Excluding normalization items of $19 million ($26 million in the prior year), Normalized SG&A as a percentage of retail sales was 35.1% compared to 33.8% for the prior year, an increase of 130 basis points. This increase was driven largely by strategic investments in our HBC digital business, higher occupancy costs associated with the Queen Street sale and leaseback transaction and performance-based incentive compensation, partially offset by the inclusion of Saks, which runs at a lower SG&A rate than DSG, and operating synergies. Absent these items, Normalized SG&A as a percentage of retail sales was 33.7%, essentially flat to the prior year. Management believes that HBC remains on track to realize approximately $50 million in synergy savings in Fiscal 2014, which will be principally reflected in SG&A.

Excluding normalization items of $8 million ($17 million in the prior year), Normalized EBITDA was $116 million, a year-over-year increase of $53 million. These figures include a positive impact of $2 million and a negative impact of $1 million, respectively, due to the required implementation of IFRIC 21 (see below). Normalized EBITDA as a percentage of retail sales was 6.1%, compared to 6.4% for the prior year.

Finance costs were $47 million, a decrease of $87 million from $134 million for the prior year. The decrease is comprised primarily of the expiration of equity commitment forwards related to financing the Saks acquisition that resulted in $104 million of mark-to-market charges in the third quarter of Fiscal 2013, as well as $12 million in bridge financing transaction fees in the prior year. These cost reductions were partially offset by $24 million of incremental interest expense on debt financing related to the acquisition of Saks and a net increase of $5 million in non-cash charges related to the mark-to-market of outstanding warrants.

Year-to-Date Summary

All comparative figures below are for the 39-week period ended November 1, 2014 compared to the 39-week period ended November 2, 2013.

Retail sales were $5,537 million, an increase of $2,721 million or 96.6% from $2,816 million for the prior year. The increase is primarily attributable to the inclusion of Saks. On a local currency basis, consolidated same store sales increased by 2.5%, with increases of 1.0% at DSG, 1.9% at Saks Fifth Avenue and 16.6% at OFF 5TH. Digital commerce sales totaled $597 million, including $444 million from Saks and growth of 86% at DSG.

In terms of merchandise category performance, sales growth at DSG was driven by men’s apparel, ladies’ shoes, cosmetics and TopShop/TopMan stores. Sales growth at Saks Fifth Avenue was led by menswear and accessories. Sales growth at OFF 5TH was strong across the majority of categories.

Gross profit was $2,203 million, an increase of $1,083 million from $1,120 million for the prior year. The increase is primarily attributable to the inclusion of Saks. Adjusted to exclude purchase price accounting charges related to the acquisition of Saks, gross profit as a percentage of retail sales was 40.5%, an increase of 70 basis points. The increase was driven in large part by the inclusion of Saks, which contributed higher gross profit as a percentage of retail sales than DSG.

SG&A was $2,023 million, an increase of $993 million from $1,030 million for the prior year. The increase is primarily attributable to the inclusion of Saks. Excluding normalization items of $74 million ($62 million in the prior year), Normalized SG&A as a percentage of retail sales was 35.2% compared to 34.4% for the prior year, an increase of 80 basis points. This increase was driven in large part by strategic investments in our HBC digital business, higher occupancy costs associated with the Queen Street sale and leaseback transaction and performance-based incentive compensation, partially offset by the inclusion of Saks, which runs at a lower SG&A rate than DSG, and operating synergies. Absent these items, Normalized SG&A as a percentage of retail sales was 34.4%, flat to the prior year.

Excluding a first quarter gain of $308 million on the Queen Street sale, partially offset by net adjustments of $83 million largely attributable to the Saks acquisition, Normalized EBITDA was $294 million, an increase of $142 million from $152 million for the prior year. Normalized EBITDA as a percentage of retail sales was 5.3%, compared to 5.4% for the prior year.

Finance costs were $151 million, a decrease of $72 million from $223 million for the prior year. The decrease is comprised primarily of expiration of equity commitment forwards related to financing the Saks acquisition that resulted in $153 million of non-cash mark-to-market charges in the 39 weeks ended November 2, 2013, a net decrease of $9 million in non-cash charges related to the mark-to-market of outstanding warrants, and $12 million in bridge financing transaction fees last year. These cost decreases were partially offset by $77 million of incremental interest expense from debt incurred to finance the acquisition of Saks, and a net increase of $24 million in non-cash write-offs of deferred financing costs and early payment penalties for the retirement of debt utilizing proceeds from the Queen Street sale.

Store Network Development

During the third quarter, the Company opened one new Lord & Taylor store in Albany, New York; three new OFF 5TH stores in Eagan, Minnesota; Costa Mesa, California; and Columbus, Ohio; and a Hudson’s Bay Outlet in Mirabel, Quebec.

Dividend

The Company also announced today that its Board of Directors approved a quarterly dividend to be paid on January 15, 2015, to shareholders of record at the close of business on December 31, 2014. The dividend is in the amount of $0.05 per Common Share and is designated as an “eligible dividend” for Canadian tax purposes.

Outlook

Based upon HBC’s results for the first three quarters of Fiscal 2014 as well as management’s views on the operating environment and our ongoing initiatives, management reaffirms Fiscal 2014 guidance as follows:

• Total sales of $7.8 billion to $8.1 billion. This implies low-to-mid single-digit consolidated same store sales growth calculated on a local currency basis, driven in part by strong digital sales growth.

• Normalized EBITDA of $580 million to $620 million.
• Capital investments of $380 million to $420 million, net of landlord incentives.

This guidance reflects a U.S. dollar exchange rate assumption of USD:CAD = 1:1.09 for Fiscal 2014. Significant variation in this exchange rate assumption would impact the guidance. In the 39-week period ended November 1, 2014, the exchange rate incorporated in the Company’s financial results was USD:CAD = 1:1.10.

Real Estate Strategy

The Company continues to make progress in its work to surface value from the balance of its real estate portfolio which, in addition to the Saks Fifth Avenue flagship, includes the Lord & Taylor Fifth Avenue flagship, the Saks Beverly Hills flagship and 62 other owned and ground leased locations in the United States, together with 13 locations in Canada, including flagship properties in many of Canada’s major urban centers. As previously announced, HBC expects to be in a position to communicate details of this review by the release of its fiscal 2014 annual financial statements in the spring of next year.

IFRIC 21

As required, HBC has retrospectively implemented IFRIC 21 – Levies ("IFRIC 21"), an accounting interpretation issued by the International Accounting Standards Board that provides guidance on the accounting for levies imposed by governments. Prior to the adoption of IFRIC 21, the Company recorded all property taxes rateably over the relevant tax year. Rateable recognition of property taxes in Canada continues to be appropriate under IFRIC 21. However, in the majority of the U.S. municipalities in which the Company operates, point-in-time recognition of property taxes is required where the obligating event for taxes is ownership of the property on the day of the year, frequently the assessment date, for which the tax is imposed. For further discussion of IFRIC 21, please refer to the "New Accounting Policies - Levies" section of the MD&A and Note 2 of the Company's unaudited Interim Condensed Consolidated Financial Statements for the Thirteen and Thirty-Nine Weeks Ended November 1, 2014.

Conference Call to Discuss Results

Richard Baker, HBC’s Governor and Chief Executive Officer, and Paul Beesley, HBC’s Chief Financial Officer, will discuss the quarter’s financial results and other matters during a conference call on December 9, 2014 at 8:30 am EST.

The conference call will be accessible by calling the participant operator assisted toll-free dial-in number (877) 852-2926 or international dial-in number (253) 237-1123. A live webcast of the conference call will be accessible on HBC's website at: http://investor.hbc.com/events.cfm. The audio replay also will be available via this link.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company's unaudited interim condensed consolidated financial statements for the thirteen and thirty-nine weeks ended November 1, 2014 and Management's Discussion and Analysis thereon are available under the Company's profile on SEDAR at www.sedar.com.

Selected Consolidated Financial Information

The following summary unaudited consolidated financial information has been prepared on a basis consistent with our audited consolidated financial statements for Fiscal 2013, except for the retrospective application of IFRIC 21 as described in Note 2 of the unaudited interim condensed consolidated financial statements. In the opinion of our management, such unaudited financial data reflects all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of the results for these periods. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year or any future period. The information presented herein does not contain disclosures required by IFRS and should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements for the thirteen and thirty-nine weeks ended November 1, 2014.

Supplemental Information

The following table shows the reconciliation of Net (Loss) Earnings – Continuing Operations to EBITDA as well as Normalized EBITDA.

The following table shows the reconciliation of Net (Loss) Earnings – Continuing Operations to Normalized Net (Loss) Earnings.

EBITDA is a non-IFRS measure that we use to assess our operating performance. EBITDA is defined as net earnings before finance costs, income tax, non-cash share based compensation expense, depreciation and amortization expense, impairment and other non-cash expenses, and non-cash pension expense. The Company’s Canadian defined benefit pension plan is currently over-funded and as a result, pension expense is adjusted as management does not expect to make any payments in the foreseeable future.

Normalized EBITDA is defined as EBITDA adjusted to exclude: (i) business and organization restructuring/realignment charges; (ii) merger/acquisition costs and expenses; (iii) normalizing adjustments, if any, related to transactions that are not associated with day-to-day operations; and (iv) EBITDA related to discontinued operations. Normalized Net Earnings (Loss) is defined as net earnings (loss) adjusted to exclude: (i) business and organization restructuring/realignment charges; (ii) merger/acquisition costs and expenses; (iii) normalizing adjustments, including those related to purchase accounting, if any, related to transactions that are not associated with day-to-day operations; and (iv) net earnings (loss) related to discontinued operations. Normalized SG&A is defined as SG&A adjusted to exclude: (i) business and organization restructuring/realignment charges; (ii) merger/acquisition costs and expenses; (iii) normalizing adjustments, if any, related to transactions that are not associated with day-to-day operations; and (iv) expenses related to discontinued operations. We have included Normalized EBITDA, Normalized Net Earnings (Loss) and Normalized SG&A to provide investors and others with supplemental measures of our operating performance. We believe Normalized EBITDA, Normalized Net Earnings (Loss) and Normalized SG&A are important supplemental measures of operating performance because they eliminate items that have less bearing on our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also believe that securities analysts, investors, rating agencies and other interested parties frequently use EBITDA, Normalized EBITDA, Normalized Net Earnings (Loss) and Normalized SG&A in the evaluation of issuers, many of which present similar metrics when reporting their results. Our management also uses Normalized EBITDA in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our future debt service, capital expenditure and working capital requirements and our ability to pay dividends on our shares. As other companies may calculate EBITDA, Normalized EBITDA, Normalized Net Earnings (Loss) or Normalized SG&A differently than we do, these metrics are not comparable to similarly titled measures reported by other companies.

About Hudson’s Bay Company

Hudson's Bay Company, founded in 1670, is North America's longest continually operated company. Today, HBC offers customers a range of retailing categories and shopping experiences primarily in the United States and Canada. Our leading banners – Hudson's Bay, Lord & Taylor, Saks Fifth Avenue and OFF 5TH – offer a compelling assortment of apparel, accessories, shoes, beauty and home merchandise. Hudson’s Bay is Canada's most prominent department store with 90 full-line locations, two outlet stores and thebay.com. Lord & Taylor operates 50 full-line locations primarily in the northeastern and mid-Atlantic U.S., four Lord & Taylor outlet locations and lordandtaylor.com. Saks Fifth Avenue, one of the world's pre-eminent luxury specialty retailers, comprises 39 U.S. stores, five international licensed stores and saks.com. OFF 5TH offers value-oriented merchandise through 80 U.S. stores and saksoff5th.com. Home Outfitters is Canada's largest kitchen, bed and bath specialty superstore with 69 locations. Hudson’s Bay Company trades on the Toronto Stock Exchange under the symbol “HBC”.

Forward-Looking Statements

Information in this press release that is not current or historical factual information may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of securities laws. This information is based on certain assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking information is subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what the Company currently expects. These risks, uncertainties and other factors include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, the timing and market acceptance of future products, competition in the Company’s markets, the growth of certain business categories and market segments and the willingness of customers to shop at the Company’s stores, the Company’s margins and sales and those of the Company’s competitors, the Company’s reliance on customers, risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, regulations, competition, seasonality, commodity price and business disruption, the Company’s relationships with suppliers and manufacturers, changes to existing accounting pronouncements, the ability of the Company to successfully implement its strategic initiatives, changes in consumer spending, managing our portfolio of brands and our merchandising mix, seasonal weather patterns, economic, social, and political instability in jurisdictions where suppliers are located, increased shipping costs, potential transportation delays and interruptions, the risk of damage to the reputation of brands promoted by the Company and the cost of store network expansion and retrofits, compliance costs associated with environmental laws and regulations, fluctuations in currency and exchange rates, commodity prices, the Company’s ability to maintain good relations with its employees, changes in the law or regulations regarding the environment or other environmental liabilities, the Company’s capital structure, funding strategy, cost management programs and share price, the Company’s ability to integrate acquisitions and the Company’s ability to protect its intellectual property.

For more information on these risks, uncertainties and other factors the reader should refer to the Company’s filings with the securities regulatory authorities, including the Company’s annual information form dated May 2, 2014, which is available on SEDAR at www.sedar.com. To the extent any forward-looking information in this press release constitutes future-oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are based on assumptions and subject to risks, uncertainties and other factors. Actual results may differ materially from what the Company currently expects. Other than as required under securities laws, the Company does not undertake to update any forward-looking information at any particular time. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.