The following discussion and analysis of Tile Shop Holdings, Inc.'s ("Holdings," and together with its wholly owned subsidiaries, the "Company," "we," "us," or "our") financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 and our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "depend," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "seek," "should," "target," "will," "will likely result," "would," and similar expressions or variations, although some forward-looking statements are expressed differently. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are difficult to predict and are outside of our control, that may cause our actual results, performance, or achievements to differ materially from any expected future results, performance, or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, our anticipated new store openings, remodeling plans, and growth opportunities; our business strengths, marketing strategies, competitive advantages and role in our industry and markets; an overall decline in the health of the economy, the tile industry, consumer confidence and spending, and the housing market, including as a result of rising inflation or interest rates, instability in the global banking system, the possibility of an economic recession, or the COVID-19 pandemic; our expectations regarding the potential impacts on our business of the COVID-19 pandemic, including its effect on general economic conditions and credit markets, the supply chain and product availability, labor, and customer traffic to our stores; the impact of ongoing supply chain disruptions and inflationary cost pressures, including increased materials, labor, energy, and transportation costs and decreased discretionary consumer spending; our ability to successfully implement and realize the anticipated benefits of our strategic plan; our ability to successfully anticipate consumer trends; any statements with respect to dividends or stock repurchases and timing, methods, and payment of same; the effectiveness of our marketing strategy; potential fluctuations in our comparable store sales; our expectations regarding our and our customers' financing arrangements and our ability to obtain additional capital, including potential difficulties of obtaining financing due to market conditions resulting from the COVID-19 pandemic, geopolitical conditions, including any failure by the U.S. federal government to increase the debt ceiling, and other economic factors; supply costs and expectations, including the continued availability of sufficient products from our suppliers, risks related to relying on foreign suppliers, and the potential impact of the COVID-19 pandemic and the Russia-Ukraine conflict on, among other things, product availability and pricing and timing and cost of deliveries; our expectations with respect to ongoing compliance with the terms of the Credit Agreement (as defined below), including increasing interest rates; our ability to provide timely delivery to our customers; the effect of regulations on us and our industry, and our suppliers' compliance with such regulations, including any environmental or climate change-related requirements; the impact of corporate citizenship and environmental, social and governance matters; labor shortages and our expectations regarding the effects of employee recruiting, training, mentoring, and retention on our ability to recruit and retain employees; tax-related risks; the potential impact of cybersecurity breaches or disruptions to our management information systems; our ability to successfully implement our information technology and other digital initiatives; our ability to effectively manage our online sales; costs and adequacy of insurance; the potential impact of natural disasters, which may worsen or increase due to the effects of climate change, and other catastrophic events; risks inherent in operating as a holding company; fluctuations in material and energy costs, including ongoing volatility of, oil and gas prices; the potential outcome of any legal proceedings; risks related to ownership of our common stock;



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and those factors set forth in the section captioned "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Form 10-Q.

There is no assurance that our expectations will be realized. If one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated, or projected. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

We intend to use our website, investors.tileshop.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD of the Securities and Exchange Commission ("SEC"). Such disclosures will be included on our website under the heading News and Events. Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. Information contained on or accessible through our website is not a part of, and is not incorporated by reference into, this Quarterly Report on Form 10-Q or any other report or document we file with the SEC. Any reference to our website is intended to be an inactive textual reference only.

Overview and Recent Trends

We are a specialty retailer of natural stone and man-made tiles, setting and maintenance materials, and related accessories in the United States. We offer a wide selection of products, attractive prices, and exceptional customer service in an extensive showroom setting. As of March 31, 2023, we operated 142 stores in 31 states and the District of Columbia, with an average size of approximately 20,000 square feet.

We purchase our tile products and accessories directly from suppliers and manufacture our own setting and maintenance materials, such as thinset, grout, and sealers. We believe that our long-term supplier relationships, together with our design, manufacturing and distribution capabilities, enable us to offer a broad assortment of high-quality products to our customers, who are primarily homeowners and professionals, at competitive prices. We have invested significant resources to develop our proprietary brands and product sources, and we believe that we are a leading retailer of natural stone and man-made tiles, accessories, and related materials in the United States.

Our business continues to be impacted by a number of macro-economic factors including rising interest rates, and slowing existing home turnover. We believe this is contributing to a slowdown in demand for home improvement products. While the macro challenges persisted during the first quarter of 2023, we were able to generate revenues that were in line with levels reported in the first quarter of 2022. Comparable store sales increased by 0.1% due to an increase in average ticket that was partially offset by a decrease in traffic.

We also continued to see an increase in the average cost of the inventory we sold during the first quarter of 2023 due to inflationary cost pressures. We were encouraged to see the rate of gross margin decline start to taper from a 200 basis point decrease in gross margin between the third and fourth quarter of 2022 to a 30 basis point decline in gross margin between the fourth quarter of 2022 and the first quarter of 2023. We have observed a decrease in international freight rates in recent months. Further, we are actively working to resource portions of our assortment to suppliers who can provide high quality products at lower price points.

Selling, general and administrative expenses decreased by $0.7 million from $62.1 million in the first quarter of 2022 to $61.4 million in the first quarter of 2023. The decrease in selling, general and administrative expenses was due to a $1.1 million decrease in variable selling expenses, a $0.9 million decrease in transportation expenses due to an improvement in inventory availability across our distribution centers and a $0.7 million decrease in depreciation expense. These factors were partially offset by a $0.6 million increase in wages due to headcount increases and pay rate changes, a $0.6 million increase in software licensing costs and a $0.4 million increase in operating supplies. In addition during the first quarter of 2023, we recorded a $0.1 million asset impairment charge. We did not record any asset impairment charges during the first quarter of 2022.

During the first quarter of 2023, we generated $25.8 million of operating cash flow that was used to fund capital expenditures and reduce our debt by $20.4 million. As of March 31, 2023, borrowings outstanding on our line of credit were $25.0 million.

Key Components of our Consolidated Statements of Operations

Net Sales - Net sales represents total charges to customers, net of returns, and includes freight charged to customers. We recognize sales at the time that the customer takes control of the merchandise or final delivery of the product has occurred. We are required to charge and collect sales and other taxes on sales to our customers and remit these taxes back to government authorities. Total revenues



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do not include sales tax because we are a pass-through conduit for collecting and remitting sales tax. Sales are reduced by a reserve for anticipated sales returns that we estimate based on historical returns.

Comparable store sales growth is the percentage change in sales of comparable stores period-over-period. A store is considered comparable on the first day of the 13th full month of operation. When a store is relocated, it is excluded from the comparable store sales growth calculation. Comparable store sales growth amounts include total charges to customers less any actual returns. We include the change in allowance for anticipated sales returns applicable to comparable stores in the comparable store sales calculation. Comparable store sales data reported by other companies may be prepared on a different basis and therefore may not be useful for purposes of comparing our results to those of other businesses. Company management believes the comparable store sales growth (decline) metric provides useful information to both management and investors to evaluate the Company's performance, the effectiveness of its strategy and its competitive position.

Cost of Sales - Cost of sales consists primarily of material costs, freight, customs and duties fees, and storage and delivery of product to the customers, as well as physical inventory losses and costs associated with manufacturing of setting and maintenance materials.

Gross Profit - Gross profit is net sales less cost of sales. Gross margin rate is the percentage determined by dividing gross profit by

net sales.

Selling, General, and Administrative Expenses - Selling, general, and administrative expenses consist primarily of compensation costs, occupancy, utilities, maintenance costs, advertising costs, shipping and transportation expenses to move inventory from our distribution centers to our stores, and depreciation and amortization.

Income Taxes - We are subject to income tax in the United States as well as other tax jurisdictions in which we conduct business.

Results of Operations

Comparison of the three months ended March 31, 2023 to the three months ended


                                 March 31, 2022

                                                            ($ in thousands)
                                          2023       % of sales(1)       2022       % of sales(1)
Net sales                              $  102,019         100.0 %     $  102,471         100.0 %
Cost of sales                              36,481          35.8 %         35,626          34.8 %
Gross profit                               65,538          64.2 %         66,845          65.2 %
Selling, general and administrative
expenses                                   61,413          60.2 %         62,109          60.6 %
Income from operations                      4,125           4.0 %          4,736           4.6 %
Interest expense                            (798)         (0.8) %          (266)         (0.3) %
Income before income taxes                  3,327           3.3 %          4,470           4.4 %
Provision for income taxes                  (815)         (0.8) %          (957)         (0.9) %
Net income                             $    2,512           2.5 %     $    3,513           3.4 %

(1) Amounts do not foot due to rounding.

Net Sales Net sales for the first quarter of 2023 decreased $0.5 million, or 0.4%, compared with the first quarter of 2022. Sales increased at comparable stores by 0.1% during the first quarter of 2023 compared to the first quarter of 2022, primarily due to an increase in average ticket driven and partially offset by a decrease in traffic.

Gross Profit Gross profit for the first quarter of 2023 decreased $1.3 million, or 2.0%, compared with the first quarter of 2022. The gross margin rate was 64.2% and 65.2% during the first quarter of 2023 and 2022, respectively. The decrease in the gross margin rate was primarily due to inflationary cost pressure which resulted in an increase in the cost of products we sold over the last year. These cost increases were partially offset by an increase in our selling prices.

Selling, General, and Administrative Expenses Selling, general, and administrative expenses for the first quarter of 2023 decreased $0.7 million, or 1.1%, from $62.1 million in the first quarter of 2022 to $61.4 million in the first quarter of 2023. The decrease in selling, general and administrative expenses was due to a $1.1 million decrease in variable selling expenses, and $0.9 million decrease in transportation expenses due to an improvement in inventory availability across our distribution centers and a $0.7 million decrease in depreciation expense. These factors were partially offset by a $0.6 million increase in wages due to headcount increases and pay rate changes, a $0.6 million increase in software licensing costs and a $0.4 million increase in operating supplies. In addition during the first quarter of 2023, we recorded a $0.1 million asset impairment charge. We did not record any asset impairment charges during the first quarter of 2022.



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Interest Expense Interest expense was $0.8 million and $0.3 million for the first quarter of 2023 and 2022, respectively. The increase was due to an increase in average borrowings outstanding on our line of credit as well as an increase in interest rates between the first quarter of 2022 and the first quarter of 2023.

Provision for Income Taxes The provision for income taxes was $0.8 million and $1.0 million for the first quarter of 2023 and 2022, respectively. Our effective tax rate for the three months ended March 31, 2023 and 2022 was 24.5% and 21.4%, respectively. The increase in the effective tax rate was largely due to a decrease in the tax benefit associated with employee equity award vestings that occurred during the first quarter of 2023. ?

Non-GAAP Measures

We calculate Adjusted EBITDA by taking net income calculated in accordance with accounting principles generally accepted in the United States ("GAAP"), and adjusting for interest expense, income taxes, depreciation and amortization, and stock based compensation expense. Adjusted EBITDA margin is equal to Adjusted EBITDA divided by net sales. We calculate pretax return on capital employed by taking income from operations divided by capital employed. Capital employed equals total assets less accounts payable, income taxes payable, other accrued liabilities, lease liability and other long-term liabilities. Other companies may calculate both Adjusted EBITDA and pretax return on capital employed differently, limiting the usefulness of these measures for comparative purposes.

We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, for budgeting and planning purposes and for assessing the effectiveness of capital allocation over time. These measures are used in monthly financial reports prepared for management and our Board of Directors. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other specialty retailers, many of which present similar non-GAAP financial measures to investors.

Our management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitations of these non-GAAP financial measures are that they exclude significant expenses and income that are required by GAAP to be recognized in our consolidated financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.

The reconciliation of Adjusted EBITDA to net income for the three months ended March 31, 2023 and 2022 is as follows:



                                                    ($ in thousands)
                                                    Three Months Ended
                                                        March 31,
                                 2023        % of sales(1)         2022       % of sales
Net income                     $  2,512          2.5          %  $  3,513       3.4       %
Interest expense                    798          0.8          %       266       0.3       %

Provision for income taxes 815 0.8 % 957 0.9 % Depreciation and amortization 5,783 5.7 % 6,439 6.3 % Stock based compensation

            405          0.4          %       492       0.5       %
Adjusted EBITDA                $ 10,313         10.1          %  $ 11,667      11.4       %


(1) Amounts do not foot due to rounding.



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The calculation of pretax return on capital employed is as follows:



                                                     ($ in thousands)
                                                         March 31,
                                                   2023(1)       2022(1)

Income from Operations (trailing twelve months) $ 21,998 $ 18,438



Total Assets                                         346,695       350,217
Less: Accounts payable                              (28,002)      (23,724)
Less: Income tax payable                               (850)         (409)
Less: Other accrued liabilities                     (37,696)      (42,174)
Less: Lease liability                              (130,385)     (138,478)
Less: Other long-term liabilities                    (4,623)       (5,086)
Capital Employed                                 $   145,139   $   140,346

Pretax Return on Capital Employed                       15.2 %        13.1 %


(1) Income statement accounts represent the activity for the trailing twelve months ended as of each of the balance sheet dates. Balance sheet accounts represent the average account balance for the four quarters ended as of each of the balance sheet dates.

Liquidity and Capital Resources

Our principal liquidity requirements have been for working capital and capital expenditures. Our principal sources of liquidity are $8.6 million of cash and cash equivalents at March 31, 2023, our cash flow from operations, and borrowings available under our Credit Agreement. We expect to use this liquidity to purchase inventory, acquire assets to maintain our stores and distribution centers, build new stores and general corporate purposes.

On September 30, 2022, Holdings and its operating subsidiary, The Tile Shop, LLC, and certain subsidiaries of each entered into a Credit Agreement with JPMorgan Chase Bank, N.A. and the lenders party thereto, including Fifth Third Bank (the "Credit Agreement"). The Credit Agreement provides us with a senior credit facility consisting of a $75.0 million revolving line of credit through September 30, 2027. Borrowings pursuant to the Credit Agreement initially bear interest at a rate per annum equal to: (i) Adjusted Term SOFR Rate (as defined in the Credit Agreement), plus a margin ranging from 1.25% to 1.75%; (ii) Adjusted Daily Simple SOFR (as defined in the Credit Agreement), plus a margin ranging from 1.25% to 1.75%; or (iii) the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.25% to 0.75%. The margin is determined based on the Rent Adjusted Leverage Ratio (as defined in the Credit Agreement). Borrowings outstanding as of March 31, 2023 were SOFR-based interest rate loans. The SOFR-based interest rate was 6.37% on March 31, 2023.

The Credit Agreement is secured by virtually all of our assets, including but not limited to, inventory, accounts receivable, equipment and general intangibles. The Credit Agreement contains customary events of default, conditions to borrowing and restrictive covenants, including restrictions on our ability to dispose of assets, engage in acquisitions or mergers, make distributions on or repurchases of capital stock, incur additional debt, incur liens or make investments. The Credit Agreement also includes financial and other covenants, including covenants to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of no less than 1.20 to 1.00 and a Rent Adjusted Leverage Ratio (as defined in the Credit Agreement) of no greater than 3.50 to 1.00. We were in compliance with the covenants as of March 31, 2023.

Borrowings outstanding consisted of $25.0 million on the revolving line of credit as of March 31, 2023. As of March 31, 2023, there was $48.2 million available for borrowing on the revolving line of credit, which may be used to purchase inventory, acquire assets to maintain our stores and distribution centers, build new stores and general corporate purposes.

We believe that our cash flow from operations, together with our existing cash and cash equivalents and borrowings available under our Credit Agreement, will be sufficient to fund our operations and anticipated capital expenditures over at least the next twelve months and our long-term liquidity requirements.

Capital Expenditures

Capital expenditures were $3.4 million and $2.9 million for the three months ended March 31, 2023 and 2022, respectively. Capital expenditures in 2023 were primarily due to investments in store remodels, merchandising, distribution and information technology assets.



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Cash flows



The following table summarizes our cash flow data for the three months ended
March 31, 2023 and 2022.

                                               (in thousands)
                                             Three Months Ended
                                                 March 31,
                                              2023        2022

Net cash provided by operating activities $ 25,822 $ 7,634 Net cash used in investing activities (3,367) (2,933) Net cash used in financing activities (20,827) (607)

Operating activities

Net cash provided by operating activities during the three months ended March 31, 2023 was $25.8 million compared with $7.6 million during the three months ended March 31, 2022. The increase was primarily attributable to a decrease in inventory purchases in 2023, collection of an income tax refund in 2023 and other working capital changes.

Investing activities

Net cash used in investing activities totaled $3.4 million for the three months ended March 31, 2023 compared with $2.9 million for the three months ended March 31, 2022. Cash used in investing activities during the three months ended March 31, 2023 was primarily due to investments in store remodels, merchandising, distribution and information technology assets.

Financing activities

Net cash used in financing activities was $20.8 million for the three months ended March 31, 2023 compared with $0.6 million of net cash used for the three months ended March 31, 2022. The increase in cash outflows associated with financing activities is primarily attributable to payments made during the quarter to reduce the balance outstanding on our line of credit.

Cash and cash equivalents totaled $8.6 million at March 31, 2023 compared with $5.9 million at December 31, 2022. Working capital was $48.1 million at March 31, 2023 compared with $63.1 million at December 31, 2022.

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