Management Presentation A Confidential Presentation December 2017 - - PowerPoint PPT Presentation

Management Presentation

A Confidential Presentation

December 2017

Disclaimers

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Forward-looking Information

This presentation, including, in particular, under the headings entitled “Stable, long-term growth”, “Key drivers of SSS growth”, “Roadmap to growth – Increase accessories sales”, “Roadmap to growth – Add stores in existing, satellite and new markets”, “Attractive financial model results in strong cash flow conversion”, “National scale has economic benefits”, “Regional store density adds profitability and barrier to entry”, Select Financial Highlights and Growth Targets” and “Investment Highlights”, contains forward-looking information and forward-looking statements which reflect the current view of management with respect to the Company’s objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. Wherever used, the words “may”, “will”, “anticipate”, “intend”, “estimate”, “expect”, “plan”, “believe” and similar expressions identify forward-looking information and forward-looking statements. Forward-looking information and forward-looking statements should not be reads as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All of the information in this presentation containing forward-looking information or forward-looking statements is qualified by these cautionary statements. Forward-looking information and forward-looking statements are based on information available to management at the time they are made, underlying estimates, opinions and assumptions made by management and management’s current good faith belief with respect to future strategies, prospects, events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally. Such risks and uncertainties include, but are not limited to, those described in the Company’s 2016 annual information form (the “AIF”) filed on February 28, 2017. A copy

• f the AIF can be accessed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Additional risks and uncertainties not presently

known to the Company or that the Company currently believes to be less significant may also adversely affect the Company. The Company cautions that the list of risk factors and uncertainties described in the AIF is not exhaustive and that should certain risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual strategies, prospects, events, performance and results may vary significantly from those expected. There can be no assurance that the actual strategies, prospects, results, performance, events or activities anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and forward-looking statements and are cautioned not to place undue reliance on such information and statements. The Company does not undertake to update any such forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. The Company prepares its financial statements in accordance with IFRS. In order to provide additional insight into the business, to provide investors with supplemental measures of its operating performance and to highlight trends in its business that may not otherwise be apparent when relying solely on IFRS financial measures, the Company has also provided in this MD&A certain non-IFRS measures, including “Same Store Sales” or “SSS”, “EBITDA”, “Operating EBITDA”, “Operating EBITDA Margin”, “Adjusted Net Income” and “Adjusted EPS” each as defined below. These measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Readers are cautioned that these non-IFRS measures are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS. They are therefore unlikely to be comparable to similarly titled measures presented by other publicly traded companies. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. See below for further details concerning how the Company calculates these non-IFRS measures and for reconciliations to the most comparable IFRS measures.

Non-IFRS Measures and Retail Industry Metrics

Sleep Country

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David Friesema Robert Masson Stewart Schaefer Chief Executive Officer Chief Financial Officer & Corporate Secretary Chief Business Development Officer

Investment Highlights

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The Leading Specialty Mattress Retailer in Canada Best-in-Class Retailer Driven by Superior Strategy and Execution Clear Growth Strategy Attractive Financial Model with Strong Cash Flow Conversion Compelling Industry Fundamentals Experienced and Committed Management Team

Industry Fundamentals Stable Growth – Canadian Market

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(1) Source: Based on survey of the 10 largest mattress manufacturers in Canada.

• Unit demand in Canada has grown at only 1% CAGR over the past 13 years. AUSP has driven most of the growth.
• Necessity purchase not a fashion item; Recurring demand driven by 10-12 year replacement cycle, so even during an economic downturn sales are

typically deferred and not lost

• Consumer preferences evolving toward premium quality, larger mattresses given growing health awareness and preference for high-quality sleep
• Price increases due to inflation are typically passed through to consumers

Canada Mattress and Foundation Wholesale Sales (1)

INCREASE 8.0% 6.6% 4.0%

• 1.3%
• 11.3%

3.2% 3.3% 6.1% 6.0% 0.6% 4.9% 6.8% INCREASE 6.1% 4.1% 4.8% 0.0%

• 12.9%

4.4% 4.2% 2.2% 2.2% 0.3%

• 2.5%

2.0% INCREASE 2.8% 2.4%

• 0.8%
• 1.3%

1.9%

• 1.2%
• 0.9%

3.9% 3.7% 0.3% 7.5% 4.7%

The Leading Specialty Mattress Retailer in Canada

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• 247 stores and 16 distribution centres across 9 provinces (1)
• Has opened 109 stores since the beginning of 2007
• Only specialty mattress retailer with a national and regionally diverse footprint
• Estimated national market share of approx. 25%

(1) Store count as of November 24, 2017.

BC AB SK MB ON QC NL NB PE NS 41 30 6 7 100 10 53

Sleep Country's National Footprint (# of stores)

LTM (C$ millions)

Sales $570 Operating EBITDA $93

Best-in-Class Retailer Driven by Superior Strategy and Execution

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“Best-in-Class” Retailer

Strong Brand Recognition

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Unrivalled In-Store Customer Experience

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Highly Trained and Dedicated Workforce with a Strong Culture of Customer Service

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Superior Home Delivery Experience and Ongoing Customer Relationships

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Differentiated strategy has delivered strong results and momentum

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Sleep Country Quarterly Sales Growth (1)

(1) Source: Company report. See ‘‘Non-IFRS Measures and Retail Industry Metrics”.

1.3% 9.1% 11.1% 10.2% 10.5% 7.7% 13.4% 12.9% 11.7% 12.2% 7.7% 9.6% 11.9% 7.5% 7.3% 5.5% 13.1% 14.7% 13.1% 12.6% 10.6% 17.7% 18.3% 17.1% 17.3% 12.5% 13.7% 15.8% 10.7% 10.1% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 2017 Same Store Sales Growth Total Sales Growth

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Roadmap to Growth - SSS Growth

Increase Traffic

• Increased marketing investment
• Expand messaging
• Increase market share

Increase Conversion

• f Shoppers to Buyers
• Continued focus on hiring the best people
• Additional training initiatives

Higher AUSP

• Continued shift to higher quality mattresses
• Larger sizes are increasing in popularity

Expand Accessory Sales

• Expand and improve product lines
• Additional marketing messaging
• Enhanced training
• Launch of eCommerce channel in May 2017
• More details on page 11

Enhanced Store Design

• Contemporary design creates bright and welcoming atmosphere
• Greater emphasis on accessory displays
• More details on page 14

$61 $119 2012 2017

Roadmap to Growth – Expand Accessories Sales

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• Bedframes
• Pillows
• Mattress pads

Key Accessories Sleep Country Accessories Revenue (1) (C$ millions)

• Sheets
• Duvets
• Headboards and

Footboards Opportunity to capture market share in an estimated $830 million highly fragmented yet addressable market in Canada

(1) Source: Company report. 2017 is LTM Q3 2017

15.0% CAGR

Launch of e-commerce with mattress in-a-box and accessories.

Provide our customer with a seamless experience across both channels. Drive new traffic by targeting a different demographic. The creation of a new revenue channel. Continue to drive traffic to our stores.

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Introducing Bloom, our exclusive mattress in a box that ships for free right to your door….

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Roadmap to Growth – Enhanced Store Design

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As of November 30th, 104 stores representing 42% of our total stores are in our enhanced store design, which continue to achieve higher SSS growth relative to our legacy stores.

10 13 5 13 11 12 2012 2013 2014 2015 2016 YTD 2017

Store Growth

Roadmap to Growth – Add New Stores

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Significant white space is available given our low store density Target to open 8 to 12 new stores per year

• Modest net new store investment of approximately $400,000 comprising of capex and working capital investment
• Typically, new in-fill and satellite stores are cash flow positive within 6 and 12 months, respectively

Average 10.7

Store count as of November 3, 2017.

Attractive Financial Model – Recent Results

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Sales momentum driving increasing EBITDA Strong historical sales growth through new store openings and same store sales growth

$332.6 $353.9 $396.1 $456.2 $523.8 $569.9 $- $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 LTM 2017

Total Sales

38.4 39.4 50.6 69.1 85.0 93.3 11.5% 11.1% 12.8% 15.2% 16.2% 16.4% 7.0% 9.0% 11.0% 13.0% 15.0% 17.0% 20 40 60 80 100 2012 2013 2014 2015 2016 2017 LTM

Operating EBITDA

EBITDA EBITDA Margin

Attractive Financial Model - Low Capital Expenditure Model

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Maintenance capital expenditures have averaged 1% of revenue from 2012 to 2017

(1) Source: Company report.

Sleep Country Maintenance and Growth Capital Expenditures (% of sales) (1) 1.3% 1.2% 0.5% 0.8% 1.0% 0.7% 1.5% 1.9% 1.3% 2.4% 2.5% 4.2% 2.9% 3.1% 1.8% 3.2% 3.5% 4.9% 2012 2013 2014 2015 2016 Q3 2017 Maintenance Growth

Attractive Financial Model - Strong New Store Economics

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Stores Generate Cash on Cash Payback < 1.5 Years

Representative New Store Investment ($ in thousands) Average Investment Buildout and Equipping Cost Floor Sample Inventory $430 50 Less: Tenant Reimbursement 480 (80) Cash Requirement, Net $400 New Store Results ($ in thousands) Year 1 Sales $1,200 - $1,500 Store 4-Wall Profitability(1) % of Sales $317 - $396 26.4% Annual Cash on Cash Return 79% -100%

Store 4-wall profitability drives improving leverage over market-level costs as store penetration increases

(1) Based on 2016 gross profit margin after taking in to account 3rd party finance charges and mattress recycling cost.

Attractive Financial Model – Conservative Leverage

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Capital structure provides financial flexibility to grow the business, while providing returns to shareholders

Revolving Credit Facility $100.0 Finance Leases $2.8 Total Long Term Debt $102.8 Net Debt / LTM Operating EBITDA 0.8x Less: Cash on Hand ($28.8) Net Debt $74.0 Outstanding Lease Liabilities Net Debt / EBITDAR $189.0 2.1x

As at September 30, 2017

(C$ millions)

Attractive Financial Model – Strong Free Cash Flow

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Negative working capital model, quick ROI on new stores and low leverage provides flexibility for investments and return to shareholders

As at September 30, 2017

(C$ millions)

Operating EBITDA(1) 93.3 CAPEX(1) 25.4 Interest(2) 3.6 Taxes(3) 20.5 Free Cash Flow available for dividends 43.8 Number of shares outstanding 37.65 million Dividend - $0.165 per quarter 24.8 Payout Ratio 56.8%

(1) Based on last 12 months ended September 30, 2017. (2) Pro-forma based on year to date September 30, 2017. (3) Pro-forma based on 26.5% tax rate.

Select Financial Highlights(1)

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(1) See “Non-IFRS Measures and Retail Industry Metrics”. (2) Excludes SG&A expenses added back in the reconciliation of EBITDA to Operating EBITDA.

(C$ million unless otherwise stated)

2015 2016 Q3 2016 Q3 2107 Revenue $456.2 $523.8 $160.8 $177.1

Same Store Sales Growth

11.3% 10.0% 9.6% 7.3%

Net New Stores

13 11 1 2 Gross profit $126.8 $151.4 $52.1 $58.4

Gross Margin

27.8% 28.9% 32.4% 33.0% General & Administration Expenses(2) $57.7 $66.4 $18.4 $22.6

% of Sales

12.6% 12.7% 11.5% 12.7% Operating EBITDA $69.1 $85.0 $33.6 $35.8

Operating EBITDA Margin

15.2% 16.2% 20.9% 20.2% Adjusted Net Income $39.3 $51.1 $21.9 $23.5 Adjusted Earning per Share 1.05 1.36 0.58 0.63

Proven Management Team committed to growing the business and shareholder value

22 Member Years at Sleep Country Relevant Experience Biography Dave Friesema

• Chief Executive Officer

20+ 20+

• Held numerous senior positions at Sleep Country including Head of Sales, General

Manager and Chief Operating Officer

• Chairman of the Better Sleep Council Canada
• Helped establish and manage mattress retail organizations in the United States

Robert Masson

• Chief Financial Officer and

Corporate Secretary 5 20+

• Chief Financial Officer of Second Cup from 2009 to 2013
• Prior to joining Sleep Country, Robert had extensive management experience with several
• ther public and private companies including, IBM Canada, Manchuwok, Ernst & Young,

Deloitte & Touche and Sappi

Stewart Schaefer

• President, Dormez-vous?
• Chief Business Development

Officer 11 20+

• Founded Dormez-vous? in 1994; grew the business to five stores before being acquired by

Sleep Country in 2006

• In 1992, co-founded Heritage Classic Beds, a distributor of metal beds
• Commodity Broker in Chicago from 1986 to 1992, later returning to Montreal to work at

Dean Witter Reynolds and Refco Futures

Dave Howcroft

• Senior Vice President, Sales

20+ 20+

• Created programs to consistently build, develop and motivate a first-class sales team
• Instrumental in developing and implementing various sales workshops, training programs

and sales processes

Sieg Will

• Senior Vice President, Operations

17 20+

• Instrumental in development and implementation of standard operating policies and

procedures across organization

• Held senior positions with Canadian Tire and PepsiCo in the sales, operations and account

management areas

Eric Solomon

• Senior Vice President,

Merchandising and Marketing 20+ 20+

• Instrumental in growing the business by increasing "top-of-mind" brand awareness
• Provides oversight to the marketing department

Stephen Gunn

• Founder & Co-Chair

20+ 20+

• Co-founded Sleep Country in 1994
• Co-founded and was President of Kenrick Capital, a private equity firm
• Management Consultant at McKinsey and Company from 1981 to 1987
• Serves on the Board of Directors of Dollarama, Golfsmith International, Cara and

Mastermind Toys

Christine Magee

• Founder & Co-Chair

20+ 20+

• Co-founded Sleep Country in 1994
• Senior Manager of Corporate and Commercial Lending with National Bank from 1985 to

1994

• Serves on the Board of Directors of Sirius XM Canada, Trillium Health Partners and the

Advisory Board of the Ivey School of Business

Investment Highlights

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Compelling Industry Fundamentals

• North American mattress and foundation industry is characterized by stable, long-term growth and a high degree of resiliency to economic swings
• Industry demand driven by essential nature of product and replacement cycle of 10-12 years
• Shift in consumer preference towards larger size mattresses and premium quality products
• Consumers have shifted preference towards specialty mattress retailers due to big-ticket nature of mattress purchase and lack of consumer product

knowledge

• Low vulnerability to online competition and showrooming due to highly tactile purchase decision,

The Leading Specialty Mattress Retailer in Canada

• Only specialty mattress retailer in Canada with a national and regionally diverse footprint
• National footprint of 247 stores and 16 distribution centres across 9 provinces
• Leading specialty mattress retailer with an estimated national market share of 25%

Best-in-Class Retailer Driven by Superior Strategy and Execution

• Largest share of customer visits across Canada driven by “top-of-mind” unaided brand awareness and 20-year advertising investment
• Unrivalled in-store customer experience drives high conversion of sales, repeat business and superior sales per associate metrics
• Superior home delivery experience and ongoing customer relationships drives high customer satisfaction, repeat sales and word-of-mouth

advertising

• Highly trained and dedicated workforce with a strong culture of customer service
• Convenient and highly visible locations

Clear Growth Strategy

• Strong same store sales growth(1) potential driven by increased mattress and accessories sales growth and continued implementation of enhanced

store design

• Opportunity to open 8-12 net new stores per year in existing, satellite and new markets
• Operating leverage on sales growth through highly scalable centralized support infrastructure
• Selectively consider strategic acquisitions that are accretive and enhance market opportunities

Attractive Financial Model with Strong Cash Flow Conversion

• National scale creates economic advantages
• Regional scale optimizes economics on a per-store basis
• Negative working capital operating model facilitated by "just in time" inventory relationship with suppliers, funds growth
• Low capital expenditure requirements due to asset-light business model (~1.0% maintenance capex requirements)
• Compelling new store economics with cash payback of less than 1.5 years

Experienced and Committed Management Team

• Highly experienced management team with proven track record
• On average 15+ years of experience with Sleep Country and 20+ years of relevant industry experience
• Proven track record of success as a public company
• Co-founders remain committed to the business and its long-term success

(1) See “Non-IFRS Measures and Retail Industry Metrics”.

Description of Non-IFRS Measures and Retail Industry Metrics

24 This presentation makes reference to certain non-IFRS measures including: “AUSP” is defined as the average unit selling price of a mattress and foundation set. “EBITDA” is defined as net earnings (loss) from continuing operations before: (i) net interest expense and other financing charges; (ii) income taxes; (iii) depreciation of property, plant and equipment; and (iv) amortization of other assets. “Conversion” is defined as the number of customers who entered a store and made a purchase divided by the total number of customers who entered the store (expressed as a percentage). “Operating EBITDA” is defined as EBITDA adjusted for: (i) reduction in management bonuses; (ii) reduction in management compensation; (iii) certain non- recurring items (shareholder reorganization, professional fees and customer deposit breakages and other provision); and (iv) share based compensation. “Same Store Sales” or “SSS” is a non-IFRS measure used in the retail industry to compare sales derived from established stores over a certain period compared to the same period in the prior year. SSS helps to explain what portion of revenue growth can be attributed to growth in established stores and what portion can be attributed to the opening of the stores. SCC calculates SSS as the percentage increase or decrease in sales of stores opened for at least 12 complete months relative to the same period in the prior year. “Adjusted Net Income from Continuing Operations” is used by SCC to assess its operating performance. Adjusted net income from continuing operations is defined as net income (loss) from continuing operations adjusted for:

• share-based compensation.

“Adjusted EPS” is defined as adjusted net income from continuing operations attributable to the common shareholders of the Company divided by weighted average number of shares issued and outstanding during the period. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. They are therefore unlikely to be comparable to similarly titled measures presented by other publicly traded companies. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. For further details concerning how the Company calculates these non-IFRS measures and for reconciliations to the most comparable IFRS measures, please see the Company's most recent management's discussion and analysis of financial condition and results of operation filed with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.