<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------
FOR THE QUARTERLY PERIOD ENDED COMMISSION FILE NUMBER
MARCH 31, 1999 0-27826
-----------------
PARTY CITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22--3033692
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 COMMONS WAY 07866
ROCKAWAY, NEW JERSEY (Zip Code)
(Address of Principal Executive Offices)
973-983-0888
(Registrant's telephone number, including area code)
-----------------
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes / / No: /X/
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
As of November 28, 2000, there were outstanding 12,722,205 shares of
Common Stock, $.01 par value.
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PARTY CITY CORPORATION
The Company hereby amends Part 1 of its quarterly report on Form 10-Q for
the period March 31, 1999 to reflect the restatement of its financial
statements as of March 31, 1999 and December 31, 1998 and the quarter ended
March 31, 1999.
INDEX
<TABLE>
<CAPTION>
Page No.
Part I. Financial Information --------
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets (Unaudited) - March 31, 1999 and December 31, 1998 3
Consolidated Statements of Operations (Unaudited) - For the Quarter Ended
March 31, 1999 and March 31, 1998 4
Consolidated Statements of Cash Flows (Unaudited) - For the Quarter Ended
March 31, 1999 and March 31, 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 12
Part II. Other Information 16
Item 2. Changes in Securities 16
Item 6. Exhibits and Reports on Form 8-K 16
Exhibit Index
</TABLE>
2
<PAGE> 3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
PARTY CITY CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS) (UNAUDITED)
<TABLE>
<CAPTION>
(As Restated (See Note 7))
-----------------------------
MARCH 31, DECEMBER 31,
--------- ------------
1999 1998
---- ----
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,018 $ 6,892
Merchandise inventory 64,883 56,590
Refundable income taxes 6,500 --
Other current assets 13,972 9,817
-------- --------
Total current assets 88,373 73,299
Property and equipment, net 52,241 49,704
Goodwill, net 18,842 19,189
Other assets 1,183 1,840
-------- --------
Total assets $160,639 $144,032
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 43,797 $ 31,846
Accrued expenses 8,111 8,873
Borrowings under Credit Agreement 56,500 46,800
Other current liabilities 1,314 819
-------- --------
Total current liabilities 109,722 88,338
Deferred rent 6,203 5,446
Other long-term liabilities 770 880
Commitments and contingencies
Stockholders' equity:
Common stock, 12,455,538 and 12,455,538 shares
outstanding, respectively 125 125
Additional paid-in capital 34,024 34,042
Retained earnings 9,795 15,201
-------- --------
Total stockholders' equity 43,944 49,368
-------- --------
Total liabilities and stockholders' equity $160,639 $144,032
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
PARTY CITY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------
(As Restated
(See Note 7))
-------------
MARCH 31, MARCH 31,
1999 1998
---- ----
<S> <C> <C>
Revenues:
Net sales $ 70,420 $ 38,651
Royalty fees 2,138 2,021
Franchise fees 164 42
-------- --------
Total revenues 72,722 40,714
Expenses:
Cost of goods sold and occupancy costs 51,479 28,548
Company-owned stores operating and selling expense 20,505 10,752
Franchise expense 939 941
General and administrative expense 6,137 2,371
-------- --------
Total expenses 79,060 42,612
-------- --------
Loss before interest and income tax benefit (6,338) (1,898)
Interest expense 914 202
-------- --------
Loss before income tax benefit (7,252) (2,100)
Income tax benefit (1,846) (829)
-------- --------
Net loss $ (5,406) $ (1,271)
======== ========
Basic loss per share ($ 0.43) ($ 0.10)
======== ========
Weighted average shares outstanding - basic 12,458 12,327
======== ========
Diluted loss per share ($ 0.43) ($ 0.10)
======== ========
Weighted average shares outstanding - diluted 12,458 12,327
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
PARTY CITY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------
(As Restated
(See Note 7))
------------
MARCH 31, MARCH 31,
1999 1998
---- ----
<S> <C> <C>
Cash flow from operating activities:
Net loss $ (5,406) $ (1,271)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 2,487 1,286
Deferred tax assets (2,061) --
Deferred rent 757 470
Changes in assets and liabilities:
Merchandise inventory (8,293) (8,037)
Refundable income taxes (6,500) (544)
Other current assets (1,492) (1,788)
Other assets 53 (164)
Accounts payable - trade 11,953 (3,590)
Accrued expenses (765) (4,831)
Other current liabilities 495 (173)
Other long term liabilities (110) 142
-------- --------
Net cash used in operating activities (8,882) (18,500)
Cash flow from investing activities:
Purchases of property and equipment (4,672) (4,200)
Stores acquired from franchisees (3) (198)
-------- --------
Net cash used in investing activities (4,675) (4,398)
Cash flow provided by financing activities:
Proceeds from exercise of stock options 33 358
Net proceeds from Credit Agreement 9,700 19,770
Tax effect of non-qualified stock options (50) --
-------- --------
Net cash provided from financing activities 9,683 20,128
-------- --------
Net decrease in cash and cash equivalents (3,874) (2,770)
Cash and cash equivalents, beginning of period 6,892 3,235
-------- --------
Cash and cash equivalents, end of period $ 3,018 $ 465
======== ========
Supplemental disclosure of cash flow information:
Income taxes paid $ 7,254 $ 2,659
Interest paid $ 833 $ 215
</TABLE>
See accompanying notes to consolidated financial statements.
5
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PARTY CITY CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements presented in this Form 10-Q are
unaudited. The December 31, 1998 balance sheet is derived from audited financial
statements. In the opinion of management, the accompanying consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position of the
Company as of December 31, 1998 and March 31, 1999 and the results of operations
and cash flows for the quarters then ended March 31, 1999 and 1998. All
significant intercompany accounts and transactions have been eliminated. Because
of the seasonality of the party goods industry, operating results of the Company
on a quarterly basis may not be indicative of operating results for the full
year.
These consolidated financial statements should be read in conjunction with
the Company's audited consolidated financial statements for the six months ended
July 3, 1999, included in the Company's Annual Report of Form 10-K filed with
the Securities and Exchange Commission.
2. SEGMENT INFORMATION
The following table contains key financial information of the Company's
business segments (in thousands):
<TABLE>
<CAPTION>
Quarter Ended
----------------------------------
(As Restated)
-------------
March 31, March 31,
1999 1998
---- ----
<S> <C> <C>
RETAIL:
Net revenue $70,420 $38,651
Operating loss (1,564) (649)
Identifiable assets 149,202 95,179
Depreciation/amortization 2,054 1,132
Capital expenditures 3,252 3,187
FRANCHISING:
Net revenue $2,302 $2,063
Operating earnings 1,363 1,122
Identifiable assets 1,849 1,085
Depreciation/amortization -- --
Capital expenditures -- --
CORPORATE/OTHER:
Net revenue $-- $--
Operating expenses 6,137 2,371
Identifiable assets 9,588 4,058
Depreciation/amortization 433 154
Capital expenditures 1,420 1,013
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
CONSOLIDATED TOTALS:
Net revenue $72,722 $40,714
Operating loss (6,338) (1,898)
Interest expense 914 202
Loss before income tax benefit (7,252) (2,100)
Income tax benefit (1,846) (829)
Net loss ($5,406) ($1,271)
Identifiable assets $160,639 $100,322
Depreciation/amortization $2,487 $1,286
Capital expenditures $4,672 $4,200
</TABLE>
3. FINANCING AGREEMENTS
On April 24, 1998, the Company refinanced and replaced its then existing
$20 million loan facility with a $60 million secured revolving line of credit
agreement with a group of banks maturing April 24, 2001 (as amended, the "Credit
Agreement"). Advances under the Credit Agreement originally bore interest, at
the Company's option, at the agent bank's base rate (the higher of the bank's
prime rate or the federal funds rate plus 1/2% per annum) or LIBOR plus an
applicable margin. The Company did not meet certain of its financial and
reporting covenants, including those relating to timely filing of consolidated
financial statements, minimum levels of profitability, net worth, liquidity,
fixed charge coverage and others. Consequently, the Company's debt under the
Credit Agreement was subject to acceleration and is classified as a current
liability in the consolidated balance sheets at December 31, 1998 and March 31,
1999. The Credit Agreement was secured by all the assets of the Company.
Additionally, the Credit Agreement restricted the payment of dividends.
4. FINANCING ACTIVITIES, INCLUDING SUBSEQUENT EVENTS
On August 16, 1999, the Company entered into agreements with its existing
bank lenders under the Credit Agreement (the "Banks"), a new group of investors
(the "Investors") and its trade vendors. The Banks and the Company entered into
a Standstill and Forbearance Agreement (the "Bank Forbearance Agreement"). Under
the Bank Forbearance Agreement, the Banks agreed not to exercise rights and
remedies based upon any existing defaults until June 30, 2000, unless a further
event of default occurred. The Company also agreed to reduce its outstanding
borrowings from $58.6 million to $15 million by October 30, 1999. The interest
rate on its bank debt was increased to 2% over the bank's prime interest rate,
and the Company paid a forbearance fee of $580,000.
On August 17, 1999, the Company received $30 million in financing from the
Investors. The Investors purchased senior secured notes and warrants pursuant to
separate securities purchase agreements (the "Securities Purchase Agreements")
each dated as of August 16, 1999. Under these Securities Purchase Agreements,
the Company issued (i) $10 million of its 12.5% Secured Notes due 2003 (the "A
Notes"); (ii) $5 million of its 13.0% Secured Notes due 2003 (the "B Notes");
(iii) $5 million of its 13.0% Secured Notes due 2002 (the "C Notes"); (iv) $10
million of its 14.0% Secured Notes due 2004 (the "D Notes", and
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together with the A Notes, the B Notes and the C Notes, the "Notes"); and (v)
warrants (the "Warrants") to purchase 6,880,000 shares of the Company's common
stock at an initial exercise price of $3.00 per share. The Warrants were valued
at $1,965,000 based on management's estimate using certain fair value
methodologies and represent an original issue discount to the C Notes and D
Notes. Up to $15 million of the Notes were secured by a first lien that was pari
pasu with the liens under the Credit Agreement. The Notes are also secured by a
junior lien on all of the Company's assets. The Company issued the Warrants in
connection with the sale of the C Notes and the D Notes. The Warrants may be
exercised before the close of business on August 16, 2006. The shares of Common
Stock reserved for issuance under the Warrants represent approximately 35% of
the shares of common stock outstanding after giving effect to the exercise of
the Warrants. The proceeds from the $30 million in new financing were used for
the purchase of seasonal inventory, payment of amounts due under the Credit
Agreement, transaction fees and working capital.
The Company also entered into an Investor Rights Agreement (the "Investor
Rights Agreement") with the Investors and Jack Futterman, then the chief
executive officer of the Company. In this agreement, the Company granted
registration rights with respect to shares of common stock. Under the Investor
Rights Agreement, the Investors agree that they will not, without the prior
written consent of the Board of Directors, (i) to acquire or agree to acquire,
publicly offer or make any public proposal with respect to the possible
acquisition of (a) beneficial ownership of any securities of the Company, (b)
any substantial part of the Company's assets, or (c) any rights or options to
acquire any of the foregoing from any person; (ii) make or in any way
participate in any "solicitation" of "proxies" (as such terms are defined in the
rules of the Securities Exchange Act of 1934, as amended) to vote, or seek to
advise or influence any person with respect to the voting of any voting
securities of the Company; or (iii) make any public announcement with respect to
any transaction between the Company or any of its securities holders and the
Investors, including without limitation, any tender or exchange offer, merger or
other business combination of a material portion of the assets of the Company.
These standstill provisions terminate if the Company's consolidated earnings
before interest, taxes, depreciation and amortization and exclusive of special
charges ("EBITDA"), does not meet specified targets. The Company achieved its
target EBITDA for the calendar year 1999. Also, in connection with these
transactions, one outside director of the Company resigned and two
representatives of the Investors joined the Board of Directors. The Company has
amended the restriction that prohibited the Investors from purchasing the
Company's stock to permit purchase up to an aggregate amount of 1.5 million
shares of the Company's common stock.
Party City's trade vendors representing approximately $36.4 million of
trade debt also entered into an agreement with the Company. Pursuant to a Vendor
Standstill and Forbearance Agreement ("Vendor Forbearance Agreement"), these
trade vendors agreed to forbear from taking any action against Party City until
January 15, 2000. The trade vendors received promissory notes from Party City
totaling approximately $12.2 million representing one-third of their unpaid
balances as of May 1, 1999 (the "Trade Notes"). The Trade Notes bore interest at
a rate of 10% per year and were scheduled to mature on November 15, 1999.
Interest on the Trade Notes was due on January 15, 2000, unless the bank debt
was refinanced before such date. Separately, certain seasonal trade vendors
agreed to provide trade credit to the Company for 30% of purchases for the
Halloween, Thanksgiving and year-end holiday seasons. These vendors received a
shared lien on the Company's inventory for the amount of the credit.
In order to meet the cash flow requirements of the Halloween seasonal
purchase of inventory and to meet the requirements of the Bank Forbearance
Agreement, the Company identified stores for sale to existing franchisees to
generate working capital. Eighteen stores with a net book value of approximately
$9.8 million were sold to franchisees. In order to facilitate the sale of these
stores, the Company agreed to waive royalty fees in respect of such stores for
negotiated periods up to five years. The total proceeds from the sales of these
stores was approximately $9.9 million. The net proceeds from the sale of stores
was required under the Bank Forbearance Agreement to be used to pay down the
outstanding borrowings under the Credit Agreement.
On January 14, 2000, the Company replaced the Credit Agreement with a new Loan
and Security Agreement (the "Loan Agreement") with Congress Financial
Corporation ("Congress"), as lender. Under
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<PAGE> 9
the terms of the Loan Agreement, the Company may from time to time borrow
amounts based on a percentage of its eligible inventory, up to a maximum of $40
million at any time outstanding. Advances bear interest, at the Company's
option, (i) at the adjusted Eurodollar rate plus the applicable margin, which
was initially 2.75% per annum (subject to possible reduction to an interest rate
as low as 2.25% from and after June 30, 2001, based on the Company's pre-tax
income and excess availability) or (ii) at the rate of 3/4% per annum above the
prime rate. The term of the Loan Agreement is three years, and is secured by a
lien on substantially all of the assets of the Company. At September 15, 2000,
there was $15.8 million outstanding and approximately $24.2 million was
available for borrowing under this revolving credit facility.
On January 14, 2000, Party City also received $7 million in cash proceeds
from the sale to certain of its existing Investors (the "Investor Group") of a
new series of senior secured notes pursuant to a First Amendment (the "First
Amendment") to the Securities Purchase Agreements. Pursuant to the First
Amendment, the Company issued $7 million in aggregate principal amount of its
14.0% Secured Notes due 2002 (the "E Notes"). The E Notes are secured by a lien
on substantially all of the Company's assets. The Investor Group, together with
other existing Investors and Congress, have entered into an intercreditor
agreement. In consideration for waivers and forbearances granted by the
Investors to various defaults under the terms of the Company's A Notes, B Notes,
C Notes and D Notes, the Company also agreed to amend and restate the terms of
the Warrants held by the Investors to acquire 6,880,000 shares of the Company's
Common Stock. The amended and restated warrants (the "Amended Warrants") provide
for an exercise price of $1.07 per share and were issued upon surrender of the
Warrants which had an exercise price of $3.00 per share. The Amended Warrants
were valued at $3,156,000 based on management's estimate using certain fair
value methodologies and represent an original issue discount to the C Notes and
D Notes. This discount is being amortized using the effective interest method.
The effective yield is 28.6% and 28.9% on the C Notes and D Notes, respectively.
The Company used the proceeds from the sale of the E Notes and initial
amounts borrowed under the Loan Agreement (i) to pay off all amounts owed under
the Credit Agreement, (ii) to pay all amounts owed on the Trade Notes and (iii)
to pay the remaining amounts owed to various seasonal trade vendors for credit
extended for inventory purchased by the Company for the 1999 Halloween,
Thanksgiving and year-end holiday seasons. All the remaining unpaid vendor
balances that were originally due May 1, 1999, were satisfied by individual
arrangements with such vendors.
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5. LITIGATION
The Company has been named as a defendant in the following twelve class
action complaints: (1) Weber v. Party City Corp., Steven Mandell, and David
Lauber, Civ. Action No. 99-CV-1252; (2) Opus GT Partners LP v. Party City Corp.
and Steven Mandell, Civ. Action No. 99-CV-1327; (3) Klein and Shiffrin v. Party
City Corp., Steven Mandell and David Lauber, Civ. Action No. 99-CV-1325; (4)
Flynn v. Party City Corp., David Lauber and Steven Mandell, Civ. Action No.
99-CV-1328; (5) Catanzarite v. Party City Corp., Steven Mandell and David
Lauber, Civ. Action No. 99-CV-1317; (6) Tabbert v. Party City Corp. and Steven
Mandell, Civ. Action No. 99-CV-1353; (7) Maietta v. Steven Mandell and Party
City Corp., Civ. Action No. 99-CV-1386; (8) Barry v. Party City Corp., Steven
Mandell and David Lauber, Civ. Action No. 99-CV-1453; (9) Kurzweil v. Party City
Corp., Steven Mandell and David Lauber, Civ. Action No. 99-CV-1396; (10) Hormel
v. Party City Corp., Steven Mandell and David Lauber, Civ. Action No.
99-CV-1689; (11) Sacher v. Party City Corp., Steven Mandell and David Lauber,
Civ. Action No. 99-CV-2238: and (12) Gross v. Party City Corp., Steven Mandell
and David Lauber, Civ. Action No. 99-CV-2355. The Company's former Chief
Executive Officer and former Chief Financial Officer and Executive Vice
President of Operations have also been named as defendants. The complaints have
all been filed in the United States District Court for the District of New
Jersey. The complaints were filed as class actions on behalf of persons who
purchased or acquired Party City common stock during various time periods
between February 1998 and March 19, 1999. In October 1999, plaintiffs filed an
amended class action complaint and in February 2000, plaintiffs filed a second
amended complaint.
The second amended class action complaint alleges among other things,
violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder, and seek unspecified damages. The
plaintiffs allege that defendants issued a series of false and misleading
statements and failed to disclose material facts concerning, among other things,
the Company's financial condition, adequacy of internal controls and compliance
with certain loan covenants. The plaintiffs further allege that because of the
issuance of a series of false and misleading statements and/or failure to
disclose material facts, the price of Party City common stock was artificially
inflated.
Defendants have moved to dismiss the second amended complaint on
the ground that it fails to state a cause of action. The Court has not yet
issued a decision with respect to the motion to dismiss. Because this case is
in its early stages, no opinion can be expressed as to its likely outcome.
Other
The Company was named as a defendant in a complaint filed with the Supreme
Court of the State of New York, County of New York, on January 16, 1998 (the
"Complaint"), by each of Party City of Greenbrook, Inc., Party City of Watchung,
Inc., Party City of 22, Inc., Party City of Ralph Avenue and Party City of
Jersey City, Inc., each a franchisee of the Company. Four of the plaintiffs in
the suit have existing Party City franchise stores, with the remaining plaintiff
possessing a right of first refusal to develop a Party City store in Watchung,
New Jersey.
The Complaint stated various causes of action, including unjust
enrichment, unfair competition, fraud and misrepresentation, breach of contract,
misappropriation of information and violations of the New Jersey Franchise
Practices Act and the New York State Franchise Sales Act. The crux of the
Complaint was that the Company undertook a course of conduct intentionally
designed to adversely impact the value of the Plaintiffs' franchise stores in
order to permit the Company to purchase such stores at a substantially reduced
value. The Company settled the lawsuit on June 30, 1999, at no cost to the
Company. In connection with the settlement, the Company agreed to sell the
plaintiff one store at its fair value.
On April 23, 1999, plaintiff Emil Asch, Inc. filed a Complaint in the
United States District Court for the Eastern District of New York against the
Company and co-defendants Amscan, Inc., Hallmark, Inc., and Rubie's Costume. The
Complaint alleges five claims, which pertain to price discrimination under the
Robinson-Patman Act, unfair competition, tortious interference with contractual
relations, and false and
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deceptive advertising. Plaintiff seeks damages of $2 million, as well as treble
and punitive damages for certain counts.
On January 6, 2000, Plaintiff amended its Complaint by adding another
plaintiff, Ron's: The Party Super Store, Inc. The Company has answered the
Complaint, and discovery has commenced.
Although the Company's management is unable to express a view on the
likely outcome of these litigations because they are in their early stages, they
could have a material adverse effect on the Company's business and results of
operations.
In addition to the foregoing, the Company is from time to time involved in
routine litigation incidental to the conduct of its business. The Company is
aware of no other material existing or threatened litigation to which it is or
may be a party.
6. EARNINGS PER SHARE
The following table sets forth the computations of basic and diluted earnings
per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
QUARTER ENDED
--------------
(As Restated (See Note 7))
--------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Net loss ($5,406) ($1,271)
Average shares outstanding 12,458 12,327
Loss per share - basic ($0.43) ($0.10)
Dilutive effect of stock options (a) (a)
Average common and common equivalent
shares outstanding 12,458 12,327
Loss per share - diluted ($0.43) ($0.10)
</TABLE>
(a) In periods of losses, options were excluded from the
computation of diluted earnings per share because they would be
antidilutive.
7. RESTATEMENTS
Subsequent to the issuance of the Company's unaudited consolidated
financial statements in its Form 10-Q for the quarter ended March 31, 1999,
management determined that certain adjustments were necessary related primarily
to merchandise inventory and cost of goods sold. As a result, the accompanying
financial statements as of March 31, 1999 and December 31, 1998 and for the
quarter ended March 31, 1999 have been restated from amounts previously reported
in properly reflect these items. A summary of the significant effects of the
restatements is as follows:
<TABLE>
Quarter ended March 31, 1999
----------------------------
As previously As restated
reported
------------- -----------
<S> <C> <C>
Revenues $72,715 $72,722
------- -------
Cost of goods sold and occupancy costs 51,191 51,479
Company-owned stores operating and selling expenses 20,055 20,505
Other expenses 8,056 7,990
------- -------
Total expenses 79,302 79,974
------- -------
Loss before income taxes (6,587) (7,252)
Provision for income tax (benefit) (2,043) (1,846)
------- -------
Net loss $(4,544) $(5,406)
======= =======
Basic loss per share $ (0.36) $ (0.43)
Diluted loss per share $ (0.36) $ (0.43)
</TABLE>
<TABLE>
March 31, 1999 December 31, 1998
------------------------------- -------------------------------
As previously As previously
reported As restated reported As restated
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Total current assets $ 90,570 $ 88,373 $ 79,605 $ 73,299
Total other assets 72,076 72,266 70,354 70,733
-------- -------- -------- --------
Total assets $162,646 $160,639 $149,959 $144,032
======== ======== ======== ========
Total current liabilities $111,563 $109,722 $ 95,001 $ 88,338
Total other liabilities 7,101 6,973 6,465 6,326
Total stockholders equity 43,982 43,944 48,493 49,368
-------- -------- -------- --------
Total liabilities and
stockholders' equity $162,646 $160,639 $149,959 $144,032
======== ======== ======== ========
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Subsequent to the issuance of the Company's unaudited financial statements in
its form 10-Q for the quarter ended March 31, 1999, management determined that
certain adjustments were necessary related primarily to merchandise inventory
and cost of goods sold. As a result, the accompanying financial statements as
of March 31, 1999 and December 31, 1998 and for the quarter ended March 31,
1999 have been restated from amounts previously reported to properly reflect
these items.
SELECTED FINANCIAL DATA
(in thousands, except per share and store data)
<TABLE>
<CAPTION>
QUARTER ENDED
--------------
As Restated
(See Note 7)
------------
MARCH 31, MARCH 31,
-------- ---------
1999 1998
---- ----
(UNAUDITED)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA
Total revenue $ 72,722 $ 40,714
==========================
Company-owned stores
Net sales $ 70,420 $ 38,651
Cost of goods sold and occupancy costs 51,479 28,548
---------- --------
Gross profit 18,941 10,103
Store operating and selling expense 20,505 10,752
---------- --------
Company-owned stores loss (1,564) (649)
Franchise stores:
Royalty fees 2,138 2,021
Franchise fees 164 42
---------- --------
Total franchise revenues 2,302 2,063
Total franchise expense 939 941
---------- --------
Franchise profit contribution 1,363 1,122
General and administrative expense:
Special charges (a) 1,151 --
Other general and administrative expenses 4,986 2,371
---------- --------
6,137 2,371
---------- --------
Loss before interest and income tax benefit (6,338) (1,898)
Interest expense, net 914 202
---------- --------
Loss before income tax benefit (7,252) (2,100)
Income tax benefit (1,846) (829)
---------- --------
Net loss $ (5,406) $ (1,271)
========== ========
Basic earnings per share ($ 0.43) $ (0.10)
========== ========
Diluted earnings per share ($ 0.43) $ (0.10)
========== ========
Weighted average shares outstanding -- Basic 12,458 12,327
========== ========
Weighted average shares outstanding -- Diluted 12,458 12,327
========== ========
EBITDA (b) ($ 2,700) ($ 612)
========== ========
Depreciation and amortization $ 2,487 $ 1,286
========== ========
</TABLE>
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<TABLE>
<CAPTION>
QUARTER ENDED
--------------
(As Restated
See Note 7)
------------
MARCH 31, MARCH 31,
1999 1998
---- ----
(Unaudited)
<S> <C> <C>
STORE DATA:
COMPANY-OWNED:
Stores open at beginning of period 207 117
Stores opened 7 12
Stores closed - -
Stores acquired from franchisees - 1
Stores sold to franchisees -- -
--- ---
Stores open at end of period 214 130
FRANCHISE:
Stores open at beginning of period 167 158
Stores opened 7 2
Stores closed - -
Stores acquired from franchisees - (1)
Stores acquired from Company - -
--- ---
Stores open at end of period 174 159
=== ===
Increase in company-owned same store sales 15.0% 11.6%
Increase in franchise same store sales 10.4% 10.2%
Average sales per Company-owned store 357 308
BALANCE SHEET DATA:
Working capital (deficiency) ($21,349) $30,187
Total assets 160,639 100,322
Bank borrowings and other debt 56,500 24,062
Capital lease obligation 1,036 1,381
Stockholders' equity $43,944 $44,870
</TABLE>
(a) Special charges in 1999 relate to consulting services, accounting fees,
bank fees, legal fees and other expenses related to the Company's default
on its Credit Agreement and related financial transactions. The Company
engaged the services of a crisis management consulting firm and numerous
other professionals to advise management during the complex negotiations
with the bank, vendors and potential investors.
(b) Earnings before interest, taxes, depreciation and amortization, and
exclusive of special charges, as defined above.
Quarter Ended March 31, 1999 ("1999 Quarter") Compared to Quarter Ended March
31, 1998 ("1998 Quarter")
Retail. Net sales from Company-owned stores increased 82.2% to $70.4 million for
three months ended March 31, 1999, from $38.7 million for the comparable 1998
Quarter. Same store sales increased 15.0% in the 1999 Quarter. Gross profit
reflects the cost of goods sold and store occupancy costs including rent, common
area maintenance, real estate taxes, repair and maintenance, depreciation and
utilities. Gross profit for the 1999 Quarter increased 87.5% to $18.9 million
from $10.1 million for the comparable 1998 Quarter. The increase in the 1999
Quarter was primarily due to increased sales volume. Gross margin was 26.9% for
the 1999 Quarter compared with 26.1% for the comparable 1998 Quarter. The
increase in gross margin is related primarily to an increase in discounts and
rebates in the 1999 Quarter due to the size of the organization.
Store operating and selling expenses increased 90.7% to $20.5 million for
the 1999 Quarter from $10.8 million in the comparable 1998 Quarter. The increase
in store operating expenses is attributable to the increased number of stores
operated by the Company during the 1999 Quarter. Store operating and selling
expenses were 29.1% and 27.8% of sales for the 1999 Quarter and 1998 Quarter,
respectively. Pre-opening expenses in the 1999 Quarter were $182,000 relating to
seven Company-owned stores opened in the quarter compared to pre-opening
expenses of $402,000 incurred in the 1998 Quarter. Company-owned stores recorded
an operating loss of $1.6 million for the 1999 Quarter, compared to an operating
loss of
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<PAGE> 14
$649,000 for the 1998 Quarter. The increased loss was primarily the
result of increased gross margin offset by the decrease in pre-opening expenses.
Franchising. Franchise revenue is composed of the initial franchise fees that
are recorded as revenue when the store opens, and ongoing royalty fees,
generally 4.0% of the store's net sales. Franchise fees, recognized on seven
store openings were $164,000 for the 1999 Quarter compared to $42,000 for the
comparable 1998 Quarter, which derived from two store openings. Royalty fees
increased 5.8% to $2.1 million in the 1999 Quarter from $2.0 million in the
comparable 1998 Quarter due primarily to an increase in the number of stores.
Expenses directly related to franchise revenue decreased to $939,000 for
the 1999 Quarter from $941,000 for the 1998 Quarter. As a percentage of
franchise revenue, franchise expenses were 40.8% and 45.6% for the 1999 Quarter
and 1998 Quarter, respectively.
Franchise profit contribution increased 21.5% to $1.4 million for the 1999
Quarter from $1.1 million for the 1998 Quarter. The increase in franchise profit
contribution is due primarily to higher revenues from the increased number of
franchise stores.
General and Administrative. General and administrative expenses increased 159%
to $6.1 million in the 1999 Quarter from $2.4 million in the 1998 Quarter. This
increase is attributable in part to $1.2 million in special charges relating to
consulting accounting, banking and other expense resulting from the Company's
refinancing arrangements. In addition, during the 1999 Quarter there was an
increase in corporate expenses primarily attributable to an increase in payroll
and related benefits and increased travel and occupancy costs as a result of
establishing the necessary organizational infrastructure to allow the Company to
maintain the Company-owned store base and for planned future growth. Exclusive
of the $1.2 million in special charges discussed above, general and
administrative expenses were 6.9% and 5.8% of total revenue for the 1999 Quarter
and 1998 Quarter, respectively.
Interest Expense. Interest expense increased 353% to $914,000 for the 1999
Quarter from $202,000 in the comparable 1998 Quarter. The increased expense is
primarily attributable to higher average borrowings outstanding and, to a lesser
extent, higher interest rates.
Income Tax Benefit. The income tax benefit for the 1999 Quarter was $1.8
million, an increase of 122% over the $829,000 benefit in 1998. This increase is
primarily due to the increase in the loss before income tax benefit in the 1999
Quarter.
Net Loss. As a result of the above factors, net loss for the 1999 Quarter was
$5.4 million, or $0.43 per basic and diluted share, as compared to a net loss of
$1.3 million, or $0.10 per basic and diluted share in the 1998 Quarter.
LIQUIDITY AND CAPITAL RESOURCES
For the 1999 Quarter, cash used in operating activities was $8.9 million,
compared to $18.5 million for the 1998 Quarter. The decrease in cash used in
operating activities was primarily attributable to increases in merchandise
inventory of $8.3 million, other current assets of $1.5 million, and net loss of
$5.4 million, partially offset by depreciation and amortization of $2.5 million,
deferred rent of $757,000, increases in accounts payable of $11.9 million and
decreases in accrued expenses of $765,000 as well as other net changes in
operating assets and liabilities.
Cash used in investing activities for the 1999 Quarter was $4.7 million
compared to $4.4 million in the comparable 1998 Quarter. The increase in cash
used in investing activities was primarily attributable to the expanded store
base offset by a decrease in acquisitions.
Cash provided by financing activities was $9.7 million for the 1999
Quarter compared to $20.1 million in the comparable 1998 Quarter. This amount is
primarily attributable to the increase in borrowings of $9.7 million under the
Credit Agreement.
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<PAGE> 15
The Company did not meet certain of its financial and reporting covenants,
including those relating to timely filing of consolidated financial statements,
minimum levels of profitability, net worth, liquidity, fixed charge coverage and
others. Consequently, the Company's debt under the Credit Agreement was subject
to acceleration and is classified as a current liability in the consolidated
balance sheets at March 31, 1999 and December 31, 1998. The Credit Agreement was
secured by all the assets of the Company. Additionally, the Credit Agreement
restricted the payment of dividends.
Party City's trade vendors representing approximately $36.4 million of
trade debt also entered into an agreement with the Company. Pursuant to a Vendor
Standstill and Forbearance Agreement ("Vendor Forbearance Agreement"), these
trade vendors agreed to forbear from taking any action against Party City until
January 15, 2000. The trade vendors received promissory notes from Party City
totaling approximately $12.2 million representing one-third of their unpaid
balances as of May 1, 1999 (the "Trade Notes"). The Trade Notes bore interest at
a rate of 10% per year and were scheduled to mature on November 15, 1999.
Interest on the Trade Notes was due on January 15, 2000. Substantially all the
remaining two-thirds of the unpaid balances that were due as of May 1, 1999,
were satisfied through individual arrangements with such vendors.
In order to meet the cash flow requirements of the Halloween seasonal
purchase of inventory and to meet the requirements of the Bank Forbearance
Agreement, the Company identified stores for sale to existing franchisees to
generate working capital. Eighteen stores with a net book value of approximately
$9.8 million were sold to franchisees, of which seventeen stores with a net book
value of approximately $9.4 million were sold in the quarter ended October 2,
1999. In order to facilitate the sale of these stores, franchise fees were
negotiated at lower than normal rates for specific periods. The total proceeds
from the sales of these stores was approximately $9.9 million. Under the Bank
Forbearance Agreement, the net proceeds from the sale of stores was required to
be used to pay down the outstanding borrowings under the Credit Agreement.
On January 14, 2000, the Company replaced the Credit Agreement with a new
Loan and Security Agreement (the "Loan Agreement") with Congress Financial
Corporation ("Congress"), as lender. Under the terms of the Loan Agreement, the
Company may from time to time borrow amounts based on a percentage of its
eligible inventory, up to a maximum of $40 million at any time outstanding.
Advances bear interest, at the Company's option, (i) at the adjusted Eurodollar
rate plus the applicable margin, which initially is 2.75% per annum (subject to
possible reduction to an interest rate as low as 2.25% from and after June 30,
2001, based on the Company's pre-tax income and excess availability) or (ii) at
the rate of 3/4% per annum above the prime rate. The term of the Loan Agreement
is three years, and is secured by a lien on substantially all of the assets of
the Company.
On January 14, 2000 Party City also received $7 million in cash proceeds
from the sale to certain of its existing investors (the "Investor Group") of a
new series of senior secured notes pursuant to a First Amendment (the "First
Amendment") to the Securities Purchase Agreement dated as of August 16, 1999.
Pursuant to the First Amendment, the Company issued $7 million in aggregate
principal amount of its 14.0% Secured Notes due 2002 (the "E Notes"). The E
Notes are secured by a lien on substantially all of the Company's assets.
The Company used the proceeds from the sale of the E Notes and initial
amounts borrowed under the Loan Agreement (i) to pay off all amounts owing under
its current credit facility, (ii) to pay all amounts owing on the trade notes
issued to certain of its vendors in August 1999 and (iii) to pay the remaining
amounts owed to various seasonal trade vendors for credit extended for inventory
purchased by the Company for the 1999 Halloween, Thanksgiving and Christmas
seasons.
IMPACT OF YEAR 2000 ON THE COMPANY'S COMPUTER OPERATIONS
The Company prepared for the impact of the arrival of the Year 2000 on its
business. The "Year 2000 Problem" is a term used to describe the problems
created by systems that are unable to accurately interpret dates after December
31, 1999. The Year 2000 Problem created potential risks for the Company,
including the inability to recognize and properly treat dates occurring on or
after January 1, 2000, which may have
15
<PAGE> 16
resulted in computer system failures or miscalculations of critical financial or
operations information.
As of May 8, 2000, the Company has not incurred any significant business
disruptions as a result of year 2000 issues. However, while no such occurrence
has developed as of the date of this filing, year 2000 issues that may arise
related to material Third Parties may not become apparent immediately and
therefore, there is no assurance that the Company will not be affected by Third
Party noncompliance in the future. The Company will continue to monitor the
issue vigilantly and work to remediate any issues that may arise.
FORWARD-LOOKING STATEMENTS
This Form 10-Q (including the information incorporated herein by reference)
contains forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. The statements are made a number of times
throughout the document and may be identified by forward-looking terminology as
"estimate," "project," "expect," "believe," "may," "will," "intend" or similar
statements or variations of such terms. Such forward-looking statements involve
certain risks and uncertainties, and include among others, the following: levels
of sales, store traffic, acceptance of product offerings, competitive pressures
from other party supplies retailers, availability of qualified personnel,
availability of suitable future store locations, schedules of store expansion
plans and year 2000 readiness issues relating to the Company's internal systems
and those of third parties, the ability of the Company to refinance its existing
debt on terms acceptable to it and other factors. As a result of the foregoing
risks and uncertainties, actual results and performance may differ materially
from that projected or suggested herein. Additional information concerning
certain risks and uncertainties that could cause actual results to differ
materially from that projected or suggested may be identified from time to time
in the Company's Securities and Exchange Commission filings and the Company's
public announcements.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits required to be filed as part of this report on Form 10-Q
are listed in the attached Exhibit Index.
(b) No reports on Form 8-K have been filed during the quarter for which
this report has been filed.
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<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.
PARTY CITY CORPORATION
By /s/ James Shea
-----------------------
(James Shea)
Chief Executive Officer
By /s/ Thomas E. Larson
-----------------------
(Thomas E. Larson)
Chief Financial Officer
By /s/ Linda M. Siluk
---------------------
(Linda M. Siluk)
Chief Accounting Officer
Date: November 28, 2000
17
