Core Viewpoint - Tile Shop Holdings, Inc. is implementing a reverse and forward stock split in connection with its voluntary delisting from The Nasdaq Capital Market to reduce costs and focus on long-term growth [1][4]. Stock Split Details - The company will execute a 1-for-3,000 reverse stock split followed by a 3,000-for-1 forward stock split on December 15, 2025 [2]. - Stockholders with fewer than 3,000 shares will receive $6.60 in cash for each whole share held prior to the reverse split [3]. - Continuing stockholders will retain the same number of shares post-split, as the forward split will reconvert their fractional interests back into whole shares [3]. Delisting and Deregistration - The delisting and deregistration aim to save the company over $2.4 million annually by avoiding the costs associated with being a public reporting company [4]. - The company plans to file a Form 25 with the SEC on December 17, 2025, to initiate the delisting process [4]. - Following the delisting, a Form 15 will be filed around December 27, 2025, to deregister the common stock and suspend periodic reporting obligations [4]. Company Overview - Tile Shop is a leading specialty retailer in the U.S. for natural stone, man-made, and luxury vinyl tiles, operating 140 stores across 31 states and the District of Columbia [6].

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MINNEAPOLIS, Dec. 03, 2025 (GLOBE NEWSWIRE) -- Tile Shop Holdings, Inc. (Nasdaq: TTSH) (“Tile Shop” or the “Company”), a specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials and related accessories, today announced that, at the special meeting of stockholders of the Company held on December 3, 2025 (the “Special Meeting”), the requisite stockholders of the Company approved an amendment to the certificate of incorporation of the Company, as amended (the “Cer ...

Core Insights - Tile Shop Holdings, Inc. (TTSH) reported a net loss of $1.6 million for Q3 2025, a significant decline from a net income of $41,000 in the same quarter last year, reflecting ongoing challenges in the home improvement sector [2][6][10] - The company's net sales for Q3 2025 were $83.1 million, down 1.7% from $84.5 million a year ago, with comparable store sales decreasing by 1.4% year over year [2][10] - Management remains cautious but hopeful for future demand recovery, citing potential easing of interest rates as a positive factor [7][11] Financial Performance - Gross profit fell 7% to $52.3 million, with gross margin contracting 360 basis points to 62.9% due to higher product costs and increased delivery expenses [3][10] - Adjusted EBITDA dropped 59.5% to $2 million, representing a margin of 2.5% compared to 6% in the prior-year quarter [3][5] - For the nine-month period ended Sept. 30, 2025, net sales totaled $259.3 million, down 3.1% from $267.6 million, with a net loss of $1.1 million compared to a net income of $2.9 million in 2024 [5][10] Cost Management and Efficiency - Selling, general and administrative expenses decreased by 3.1% to $54.2 million, driven by cost reductions from distribution center closures and lower corporate staffing expenses [4][10] - Despite these reductions, the company recorded an operating loss of $1.9 million, compared to an operating profit of $0.3 million a year ago [4][10] - Capital expenditures declined to $7.9 million in the first nine months of 2025 from $11.8 million a year earlier, indicating a focus on prudent capital allocation [9] Market Conditions and Challenges - The weaker quarterly results were attributed to macroeconomic softness affecting discretionary home remodeling activity, increased competition, and price sensitivity among consumers [10] - Higher delivery fees and supplier cost inflation have further eroded margins, despite efforts to capture market share through affordable product lines [10] - Comparable sales declines have moderated, but the overall sales trajectory remains negative as industry recovery lags [10] Strategic Outlook - TTSH did not provide formal quantitative guidance for upcoming quarters but emphasized maintaining financial discipline and aligning inventory with subdued demand levels [11] - The company anticipates gradual improvement in the operating environment contingent on stabilization in housing market activity and recovery in consumer spending [11] Corporate Developments - On Oct. 6, 2025, TTSH's board approved a plan to delist its shares from the Nasdaq Stock Market and suspend periodic SEC filings, aiming to reduce regulatory costs associated with public company reporting [12]

Financial Performance - Comparable store sales decreased by 1.4% and 3.0% during the three and nine months ended September 30, 2025, respectively, due to lower levels of traffic in stores [95]. - Net sales for the third quarter of 2025 decreased by $1.4 million, or 1.7%, compared to the third quarter of 2024, with comparable store sales down by 1.4% due to decreased traffic [108]. - For the nine months ended September 30, 2025, net sales decreased by $8.3 million, or 3.1%, compared to the same period in 2024, with comparable store sales down by 3.0% due to decreased store traffic [112]. - Net loss for the nine months ended September 30, 2025, was $1,050,000, compared to a net income of $2,949,000 for the same period in 2024, representing a significant decline [121]. Gross Margin and Profit - Gross margin rate decreased by 360 basis points to 62.9% during the third quarter of 2025 compared to 66.5% during the third quarter of 2024, primarily due to increased product costs and higher levels of discounting [96]. - Gross profit for the third quarter of 2025 decreased by $3.9 million, or 7.0%, with a gross margin rate of 62.9% compared to 66.5% in the same quarter of 2024, primarily due to increased product costs and higher delivery expenses [109]. - Gross profit for the nine months ended September 30, 2025, decreased by $9.7 million, or 5.5%, with a gross margin rate of 64.5% compared to 66.1% in the same period of 2024 [113]. Expenses and Cost Management - Selling, general and administrative expenses decreased by $1.7 million, or 3.1%, from $56.0 million in the third quarter of 2024 to $54.2 million in the third quarter of 2025 [98]. - Selling, general, and administrative expenses for the nine months ended September 30, 2025, decreased by $4.0 million, or 2.3%, compared to the same period in 2024, due to various cost reductions [115]. - The closure of the Spring Valley, WI distribution center is expected to yield an annualized benefit of approximately $1.0 million [100]. - The Company is evaluating strategic options to manage anticipated cost pressures due to U.S. trade policy changes, including elevated tariffs [91]. Cash Flow and Capital Expenditures - Net cash provided by operating activities was $11.3 million for the nine months ended September 30, 2025, down from $28.5 million in 2024, attributed to a decrease in net income [131]. - Capital expenditures were $7.9 million for the nine months ended September 30, 2025, a decrease from $11.8 million in 2024, primarily due to investments in store remodels and technology [128]. - Cash and cash equivalents totaled $24.1 million at September 30, 2025, an increase from $21.0 million at December 31, 2024 [134]. Stock and Financing - The Company plans to implement a reverse stock split at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000, subject to stockholder approval [85]. - Approximately 1,307,000 shares of common stock are expected to be cashed out in the Reverse Stock Split based on a mid-point ratio of 1-for-3,000 [85]. - The company had no borrowings outstanding on its line of credit as of September 30, 2025, with $73.8 million available for borrowing [125]. - The Credit Agreement provides a $75.0 million revolving line of credit, with interest rates ranging from 1.25% to 1.75% based on the Rent Adjusted Leverage Ratio [123]. Tax and EBITDA - The effective tax rate for the nine months ended September 30, 2025, was 18.7%, down from 27.9% in 2024, primarily due to a decrease in taxable income [116]. - Adjusted EBITDA for the third quarter of 2025 was $2.0 million, or 2.5% of net sales, compared to $5.0 million, or 6.0% of net sales, in the third quarter of 2024 [120]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $11,543,000, which is 4.5% of sales, down from $19,194,000 or 7.2% of sales in 2024 [121]. Company Operations - The Company operated 140 stores in 31 states and the District of Columbia as of September 30, 2025, with an average store size of approximately 20,000 square feet [93]. - Standby letters of credit totaled $1.2 million as of September 30, 2025, related to workers' compensation and medical insurance policies [125].

Financial Performance - Net sales for Q3 2025 decreased by $1.4 million, or 1.7%, compared to Q3 2024, with comparable store sales down 1.4% due to decreased traffic[3][6] - Gross margin for Q3 2025 was 62.9%, down from 66.5% in Q3 2024, primarily due to increased product costs and delivery expenses[3][7] - The company reported a net loss of $1.6 million for Q3 2025, compared to a net income of $41,000 in Q3 2024[3][12] - Adjusted EBITDA for Q3 2025 was $2.0 million, a decrease from $5.0 million in Q3 2024, representing 2.5% of net sales[3][12] - Net sales for Q3 2025 were $83,064,000, a decrease of 1.7% compared to $84,505,000 in Q3 2024[27] - Gross profit for Q3 2025 was $52,279,000, down 6.9% from $56,228,000 in Q3 2024, resulting in a gross margin rate of 62.9%[27] - Net loss for Q3 2025 was $1,614,000, compared to a net income of $41,000 in Q3 2024, leading to a loss per share of $0.04[27] - Adjusted EBITDA margin rate for Q3 2025 was 2.5%, down from 6.0% in Q3 2024[27] - Operating cash flow for the nine months ended September 30, 2025, was $11,257,000, compared to $28,511,000 for the same period in 2024[28] Expenses and Liabilities - Selling, general, and administrative expenses decreased by $1.7 million, or 3.1%, from $56.0 million in Q3 2024 to $54.2 million in Q3 2025[3][8] - Total liabilities decreased to $192,882,000 as of September 30, 2025, from $196,691,000 at the end of 2024[26] Cash and Assets - As of September 30, 2025, the company had $24.1 million in cash and no debt outstanding[3][10] - Cash and cash equivalents at the end of Q3 2025 were $24,145,000, up from $20,957,000 at the end of 2024[26] - Total current assets increased to $124,939,000 as of September 30, 2025, from $119,822,000 at the end of 2024[26] Operational Metrics - The number of stores open at the end of Q3 2025 remained at 140, unchanged from the previous year[3][4] - The pretax return on capital employed was (2.2%) for the trailing twelve months as of Q3 2025, compared to 4.8% for the same period in 2024[3][16] - The company reported a decrease in inventories to $87,240,000 as of September 30, 2025, from $86,267,000 at the end of 2024[26] Future Outlook - The company remains optimistic about future demand, citing potential catalysts from declining interest rates despite current challenges in the home improvement market[3][4] - The company anticipates potential risks affecting future performance, including market conditions and operational challenges[25] - The company plans to delist its shares from Nasdaq and suspend its duty to file periodic reports with the SEC following a proposed reverse stock split[3][11]

Core Insights - Tile Shop Holdings, Inc. reported a net sales decrease of 1.7% for Q3 2025 compared to Q3 2024, with comparable store sales down 1.4% due to reduced customer traffic [2][5][6] - The company experienced a net loss of $1.6 million in Q3 2025, contrasting with a net income of $41,000 in Q3 2024, reflecting ongoing challenges in the retail environment [2][11] - The gross margin rate declined to 62.9% from 66.5% year-over-year, primarily due to rising product costs and increased delivery expenses [2][6][27] Financial Performance - Net sales for Q3 2025 were $83.1 million, down from $84.5 million in Q3 2024, while year-to-date sales totaled $259.3 million, a decrease from $267.6 million [2][26] - Adjusted EBITDA for Q3 2025 was $2.0 million, significantly lower than $5.0 million in Q3 2024, indicating a decline in operational efficiency [2][11] - The company maintained a strong liquidity position with $24.1 million in cash and no debt outstanding as of September 30, 2025 [2][9] Management Commentary - The CEO noted a modest increase in unit volumes due to a broader range of competitively priced products, but acknowledged ongoing pressure on average selling prices [3] - Management remains optimistic about potential demand recovery driven by declining interest rates, although current home improvement project demand is still low [3] - The company plans to focus on expense reduction and limit capital spending to navigate the challenging business environment [3] Operational Metrics - The gross profit for Q3 2025 was $52.3 million, down from $56.2 million in Q3 2024, reflecting a gross margin rate decrease [6][26] - Selling, general, and administrative expenses decreased by 3.1% to $54.2 million, attributed to cost-cutting measures following the closure of distribution centers [7] - The number of stores remained stable at 140, with no significant changes in store count year-over-year [2][27] Tax and Capital Structure - The effective tax rate for Q3 2025 was 17.7%, down from 77.0% in Q3 2024, primarily due to a pretax loss in 2025 compared to taxable income in 2024 [8] - The company reported a pretax return on capital employed of (2.2%) for the trailing twelve months, a decline from 4.8% in the previous year [15]

Core Points - Tile Shop Holdings, Inc. will release its financial results for Q3 2025 on November 4, 2025, after market close [1] - The Company will not host a conference call following the earnings release [1] - The Company utilizes its website for disclosing material non-public information in compliance with Regulation FD [2] Company Overview - Tile Shop is a leading specialty retailer in the U.S. for natural stone, man-made and luxury vinyl tiles, as well as related materials and accessories [3] - The Company operates 140 stores across 31 states and the District of Columbia [3] - Tile Shop is a member of several industry associations, including ASID, NAHB, NKBA, and NTCA [4]

Core Viewpoint - Tile Shop Holdings, Inc. plans to delist its shares from Nasdaq and suspend its reporting obligations to the SEC to reduce costs and focus on long-term shareholder value [1][2][4]. Delisting and Deregistration Plan - The Independent Transaction Committee has recommended and the Board has approved a plan to delist shares, suspend periodic reporting, and terminate registration under federal securities laws after a proposed reverse stock split [1][4]. - The anticipated savings from this plan are approximately $2.4 million annually [2]. Reverse Stock Split Details - The proposed reverse stock split will be at a ratio between 1-for-2,000 and 1-for-4,000, with fractional shares being cashed out at $6.60 per share, which is a premium over the closing price on October 2, 2025 [3]. - Stockholders with more shares than the split ratio will remain shareholders, and their number of shares will be unchanged post-transaction [3][4]. Board's Rationale - The Board unanimously believes the transaction is in the best interests of the Company and its stockholders, as the Company incurs significant costs without realizing the benefits of public company status [4][5]. - The reverse stock split aims to reduce the number of record holders below 300, thus eliminating SEC public reporting obligations, and to provide liquidity to smaller stockholders [4][5]. Future Steps - The Company expects to hold a Special Meeting in December 2025 for stockholder approval of the proposed transaction [6]. - Following stockholder approval, the Company plans to delist its common stock and cease SEC filings shortly thereafter [7].

Core Viewpoint - Tile Shop Holdings, Inc. (TTSH) reported a decline in net sales and profitability for the second quarter of 2025, reflecting challenges in store traffic and pricing pressures, while the stock underperformed compared to the S&P 500 Index [1][2][3]. Financial Performance - TTSH's net sales for Q2 2025 were $88.3 million, a decrease of 3.4% from $91.4 million in the same quarter last year [2]. - Gross profit fell 5.8% year-over-year to $56.8 million, with gross margin contracting 160 basis points to 64.4% due to higher discounting and increased product costs [2]. - Net income dropped to $0.4 million, or $0.01 per diluted share, down from $1.2 million, or $0.03 per diluted share, a year ago [3]. - Adjusted EBITDA decreased by 26.7% to $4.9 million, with a margin decline from 7.4% to 5.6% [3]. Operational Metrics - The operating income margin fell to 0.5% from 2% a year earlier, reflecting sales decline and margin compression [4]. - Selling, general and administrative (SG&A) expenses were $56.4 million, down 3.6% from $58.5 million the previous year, driven by cost savings from prior distribution center closures and reduced marketing spend [4]. - The store count decreased to 141 at the end of the quarter, down from 142 last year [3]. Capital Structure - TTSH maintained a conservative capital structure with no outstanding debt and a cash balance of $27.8 million, up from $20.9 million at the end of 2024 [5]. - Operating cash flow in the first half of 2025 totaled $13.5 million, compared to $23.5 million in the same period last year [5]. - The pretax return on capital employed over the trailing 12 months fell to 0.0% from 6.8% the previous year [5]. Management Insights - CEO Cabell Lolmaugh noted that product assortment refinements, particularly in entry-level and competitively priced products, helped improve unit volumes, although this was offset by increased sales of lower-priced products and heavier discounting [6]. - New product categories introduced include luxury vinyl tile, laminate, engineered wood flooring, and large-format tiles, aimed at capturing additional project scope per customer [6]. Market Challenges - Key challenges included persistently low housing turnover, which reduced customer traffic, and pricing pressure from discounting [7]. - Gross margins faced challenges from lower average selling prices and higher product costs, although a leaner cost structure helped mitigate some impacts [7]. Strategic Guidance - Management indicated a focus on continued expense control, limiting capital expenditures, and identifying operational efficiencies, without providing formal numerical guidance [8]. - TTSH emphasized its diversified sourcing from over 20 countries as a strategic advantage in navigating potential tariff volatility [8]. Recent Developments - The closure of the Spring Valley, WI, distribution center is expected to generate approximately $1 million in annualized SG&A savings [7]. - TTSH has implemented a broader cost-cutting strategy, including the closure of one retail store and significant corporate workforce reductions in response to ongoing demand pressures [9].