<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-58233
DIAMOND BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
MINNESOTA 411565294
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1800 CLOQUET AVENUE 55720
CLOQUET, MINNESOTA
(Address of principal executive offices) (Zip Code)
(218) 879-6700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 {x} No { }
As of May 4, 1999, 1,489,308 shares of common stock of the Registrant were
issued and outstanding. Of total outstanding shares of common stock on May 4,
1999, 330,266 were held of record by affiliates. There is no established public
trading market for such stock.
Documents incorporated by reference: None
<PAGE>
DIAMOND BRANDS OPERATING CORP.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM - 1. Financial Statements (Unaudited)
Consolidated Balance Sheet
Consolidated Statements of Operations
Consolidated Statements of Cash Flow
Notes to Consolidated Financial Statements
ITEM - 2. Management's Discussion and Analysis of Results
Of Operations and Financial Condition
PART II - OTHER INFORMATION
Signature
<PAGE>
DIAMOND BRANDS INCORPORATED
Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts receivable, net of allowances of $2,099 and $2,047 $ 13,826 $ 16,094
Inventories 26,624 22,372
Deferred income taxes 4,791 4,196
Prepaid expenses 985 999
------------ ------------
Total current assets 46,226 43,661
PROPERTY, PLANT AND EQUIPMENT, net of
accumulated depreciation of $18,878 and $18,222 18,109 17,730
GOODWILL 37,351 37,771
DEFERRED FINANCING COSTS 8,757 8,777
------------ ------------
$ 110,443 $ 107,939
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-tem debt $ 3,500 $ 2,750
Accounts payable 6,676 9,410
Accrued expenses 12,900 9,958
------------ ------------
Total current liabilities 23,076 22,118
POSTRETIREMENT BENEFIT OBLIGATIONS 1,559 1,559
DEFERRED INCOME TAXES 20 20
LONG-TERM DEBT, net of current maturities 228,990 226,373
------------ ------------
Total liabilities 253,645 250,070
------------ ------------
COMMITMENTS AND CONTINGENCIES
Redeemable preferred stock, $0.01 par value; 1,000,000 shares authorized;
46,900 issued and outstanding, net of subscriptions receivable of $1,167 37,414 36,068
STOCKHOLDERS' DEFICIT:
Common stock, $.01 par value; 50,000,000 shares authorized;
1,489,308 shares issued and outstanding 15 15
Warrants 10,614 10,614
Additional paid in capital 1,488 1,488
Accumulated deficit (192,733) (190,316)
------------ ------------
Total stockholders' deficit (180,616) (178,199)
------------ ------------
$ 110,443 $ 107,939
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
<PAGE>
DIAMOND BRANDS INCORPORATED
Consolidated Statements of Operations (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
NET SALES $ 26,384 $ 26,486
COST OF SALES 18,220 18,277
------------ ------------
Gross profit 8,164 8,209
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,480 2,980
GOODWILL AMORTIZATION 420 420
------------ ------------
Operating income 4,264 4,809
INTEREST EXPENSE 5,931 1,047
------------ ------------
Income (loss) before benefit for income taxes (1,667) 3,762
BENEFIT FOR INCOME TAXES (596) --
------------ ------------
Net income (loss) (1,071) 3,762
PREFERRED STOCK DIVIDENDS AND ACCRETION 1,346 --
------------ ------------
Net income (loss) applicable to common stock $ (2,417) $ 3,762
------------ ------------
------------ ------------
PRO FORMA NET INCOME (LOSS):
Income (loss) before provision (benefit) for income taxes $ (1,667) $ 3,762
Pro forma income tax expense (benefit) (Note 4) (596) 1,500
------------ ------------
Pro forma net income (loss) $ (1,071) $ 2,262
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
DIAMOND BRANDS INCORPORATED
Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (1,071) $ 3,762
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities-
Depreciation and amortization 1,346 1,150
Deferred income taxes (595) --
Accretion of debentures 1,542 --
Change in operating assets and liabilities-
Accounts receivable 2,268 476
Inventories (4,252) (2,276)
Prepaid expenses 14 82
Accounts payable (2,734) 1,067
Accrued expenses 2,942 (712)
------------ ------------
Net cash provided by (used for) operating activities (540) 3,549
------------ ------------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (1,035) (472)
------------ ------------
FINANCING ACTIVITIES:
Borrowings under bank revolving line of credit 4,050 12,250
Repayments of bank revolving line of credit (2,100) (9,650)
Repayments of long-term debt (125) (1,940)
Distributions to stockholders -- (3,737)
Debt issuance costs (250) --
------------ ------------
Net cash provided by (used for) financing activities 1,575 (3,077)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS, beginning of period -- --
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ -- $ --
------------ ------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for-
Interest $ 3,361 $ 1,047
------------ ------------
Income taxes $ 7 $ 32
------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
DIAMOND BRANDS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Diamond Brands Incorporated ("Holdings") and its wholly owned subsidiary,
Diamond Brands Operating Corp. ("Operating Corp") and Operating Corp.'s
wholly -owned subsidiaries, Forster Inc. and Empire Candle, Inc. after
elimination of all material intercompany balances and transactions.
Holdings and Operating Corp. are collectively referred to as "the Company".
The Company is a leading manufacturer and marketer under two business
segments (i) consumer products, consisting primarily of wooden matches,
toothpicks, clothespins and wooden crafts, and plastic cutlery and straws
("Consumer Products"); and (ii) poured scented, air freshener and
citronella candles ("Candles"). The Company's products are marketed
primarily in the United States and Canada under the nationally recognized
Diamond, Forster and Empire brand names.
The interim consolidated financial statements of the Company are unaudited;
however, in the opinion of management, all adjustments necessary for a fair
presentation of such consolidated financial statements have been reflected
in the interim periods presented. The significant accounting policies and
certain financial information which are normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which are not required for interim reporting purposes, have
been condensed or omitted. The accompanying consolidated financial
statements of the Company should be read in conjunction with the
consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K.
2. RECAPITALIZATION
On March 3, 1998, the stockholders of the Company entered into a
recapitalization agreement (the "Recapitalization Agreement") with Seaver
Kent - TPG Partners, L.P. and Seaver Kent I Parallel, L.P. (collectively
"the Sponsors"), which provided for the recapitalization of the Company.
Pursuant to the Recapitalization Agreement, in April 1998, the Company
purchased from the existing stockholders 15,129,232 shares of the Company's
common stock for $211.5 million by (i) issuing $100.0 million of senior
subordinated notes and $45.1 million senior discount debentures, (ii)
entering into a bank credit agreement which provided for $80.0 million in
term loan facilities and a $25.0 million revolving credit facility, and
(iii) selling redeemable preferred stock with warrants to the Sponsors and
other investors for $47.0 million. The Sponsors and other investors
exercised warrants for 417,382 shares of common stock at closing. The
transaction was accounted for as a recapitalization for accounting
purposes.
<PAGE>
3. LONG TERM DEBT
In April 1998, the Company completed offerings of $100.0 million of 10 1/8%
senior subordinated notes due to 2008 and $84 million of 12 7/8% senior
discount debentures due 2009 with an original issue discount of $38.9
million. The net proceeds to the Company for the offerings, after
discounts, commissions and other offering costs were $138.4 and were used
to repay existing indebtedness and purchase common stock of the Company.
The Company also entered into a bank credit agreement which provides for
$80.0 million in term loan facilities due in installments through March
2006 and a $25.0 million revolving credit facility. As of March 31, 1999,
the Company was in compliance with the provisions of its debt covenants.
4. INCOME TAXES
Effective with the Recapitalization (see Note 2) in April 1998, the Company
converted from an S Corporation to a C Corporation and began accounting for
income taxes using the liability method.
The taxable income or loss of the Company for the three months ended March
31, 1998 is included in the individual returns of the stockholders for
federal tax purposes and, to the extent allowed and elected, for state tax
purposes. Accordingly, there is no provision for current income taxes for
the three months ended March 31, 1998.
The unaudited pro forma income tax expense is presented assuming the
Company had been a C corporation since January 1, 1998.
5. SEGMENT REPORTING
The Company's reportable segments include consumer products and candles.
The consumer products segment consists of wooden matches, toothpicks,
clothespins and wooden crafts, and plastic cutlery and straws sold
primarily to grocery, mass and drug store channels. The candles segment
consists primarily of poured scented, air freshener and citronella candles
sold through club, mass and grocery channels.
Financial results of the Company's operating segments for the three months
ended March 31, 1999 and 1998 are summarized below (dollars in millions):
<TABLE>
<CAPTION>
1999 1998
---------------------------------- ----------------------------------
Consumer Consumer
Products Candles Total Products Candles Total
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales $22.3 $ 4.1 $26.4 $21.2 $ 5.3 $26.5
Gross profit (loss) 8.4 ( .2) 8.2 7.0 1.2 8.2
Operating income (loss) 5.2 ( .9) $ 4.3 4.4 .4 4.8
</TABLE>
<PAGE>
DIAMOND BRANDS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATION
The Company focuses manufacturing and marketing under two business segments:
(i) consumer products, consisting primarily of plastic cutlery/straws, wooden
matches, toothpicks, clothespins and wooden crafts ("Consumer Products"); and
(ii) poured scented, air freshener and citronella candles ("Candles"). The
Company's products are marketed primarily under the nationally recognized
Diamond, Forster and Empire brand names, which have been in existence since
1881, 1887 and 1950, respectively.
The Company derives its revenue primarily from the sale of its products to
substantially all major grocery stores, drug stores, mass merchandisers and
warehouse clubs in the United States. During the three months ended March 31,
1999, sales to the Company's top 10 customers accounted for approximately 39%
of the Company's gross sales, with one customer accounting for approximately
16% of the Company's gross sales. The following table sets forth, for the
period indicated, certain historical statements of operations data, as well
as the Company's EBITDA and EBITDA margin for Consumer Products, Candles, and
the total for the Company.
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
------------------------------------ ------------------------------------
(dollars in millions)
Consumer Consumer
Products Candles Total Products Candles Total
-------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $22.3 $ 4.1 $26.4 $21.2 $ 5.3 $26.5
Cost of Sales 13.9 4.3 18.2 14.2 4.1 18.3
----- ----- ----- ----- ----- -----
Gross Profit (Loss) 8.4 (.2) 8.2 7.0 1.2 8.2
Gross Margin % 37.7% (4.9%) 31.1% 33.0% 22.6% 30.9%
Selling, General
and Administrative Expense 3.0 .5 3.5 2.4 .6 3.0
Goodwill Amortization(1) .2 .2 .4 .2 .2 .4
----- ----- ----- ----- ----- -----
Operating Income (Loss) $5.2 ($ .9) $ 4.3 $ 4.4 $ .4 $ 4.8
EBITDA(2) $5.9 ($ .6) $ 5.3 $ 5.1 $ .7 $ 5.8
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
EBITDA Margin(3) 26.5% (14.6%) 20.1% 24.1% 13.2% 22.0%
</TABLE>
(1) Excludes amortization of deferred financing costs.
(2) EBITDA represents operating income plus depreciation and amortization
(excluding amortization of deferred financing costs). The Company believes
that EBITDA provides useful information regarding the Company's ability to
service its debt; however, EBITDA does not represent cash flow from
operations as defined by generally accepted accounting principles and
should not be considered as a substitute for net income as a indicator of
the Company's operating performance or cash flow as a measure of
liquidity.
(3) EBITDA margin represents EBITDA as a percentage of net sales.
<PAGE>
THREE MONTHS ENDED MARCH 31, 1999
COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
CONSUMER PRODUCTS
Net sales for the Consumer Products segment were $22.3 million for the three
months ended March 31, 1999, a 5.2% increase over net sales of $21.2 million for
the three months ended March 31, 1998. The increase was led by strong sales
performance in plastic cutlery/straws and wooden matches. Cutlery/straws net
sales were $6.7 million, up 15.7% over the comparable three months of 1998,
while wooden matches net sales totaled $5.3 million, 11.7% ahead of the
comparable period.
Gross profit was $8.4 million, or 37.7% of net sales for the three months ended
March 31, 1999, compared to $7.0 million or 33.0% for the comparable period in
1998. This increase was achieved through (i) the increased sales volume of
cutlery/straws and wooden matches; (ii) operating efficiencies at the related
plants; and (iii) favorable product sales mix.
Selling, general and administrative expenses were $3.0 million for the three
months ended March 31, 1999, compared to $2.4 million for the comparable period
in 1998. The increased spending was due to Year 2000 remediation and
infrastructure improvements.
Earnings before interest, taxes, depreciation and amortization (EBITDA) were
$5.9 million or 26.5% of net sales for the three months ended March 31, 1999,
compared to $5.1 million or 24.1% for the same period in 1998.
CANDLES
Net sales for the Candle segment were $4.1 million for the three months ended
March 31, 1999, or a 22.6% decrease from net sales of $5.3 million for the three
months ended March 31, 1998. This decrease was caused by soft sales of spring
scented candles and a realization decline of citronella products due to
competitive pricing pressure (citronella unit volume increased 4.0% while
realization dropped 17.4%).
Gross profit (loss) was ($0.2) million or (4.9%) for the three months ended
March 31, 1999, compared to $1.2 million or 22.6% for the comparable period in
1998. This decline was caused primarily by (i) high promotions and allowances
($0.6 million), principally due to slotting amortization of Reflections air
freshener candles; (ii) drop in citronella realization ($0.4 million); (iii)
sales shortfall on scented candles ($0.3 million) and (iv) unabsorbed fixed
manufacturing expenses ($0.2 million) due to the volume shortfall.
Selling, general and administrative expenses were $0.5 million versus $0.6
million for the three months ended March 31, 1998.
Earnings (loss) before interest, taxes, depreciation and amortization (EBITDA)
were $(0.6 million) or (14.6%) of net sales compared to $0.7 million or 13.2% in
1998.
INTEREST EXPENSE
Interest expense for three months ended March 31, 1999, was $5.9 million
compared to $1.0 million for the comparable period in 1998. This increase was
due to the increased debt load as the result of the April 21, 1998,
recapitalization of the Company.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The senior credit agreement was amended on March 5, 1999, allowing for certain
non-recurring expenses totaling $6.0 million to be excluded in the calculation
of EBITDA on or before the third quarter of 1999. The amendment also adjusted
the Minimum Fixed Charge Coverage Ratio, Maximum Leverage Ratio and Interest
Coverage Ratio for the next eight quarters. The Company was in compliance with
all covenants as of March 31, 1999.
CASH FLOW - OPERATING ACTIVITIES. Cash provided by (used for) operating
activities was ($0.5 million) for the three months ended March 31, 1999.
Principle use of cash during this period was for seasonal inventory build to
support the warm weather demand for cutlery, clothespins, and citronella
candles. For the comparable period in 1998, cash provided was $3.5 million.
CASH FLOW - INVESTMENT ACTIVITIES. Capital expenditures for the three months
ended March 31, 1999, were $1.0 million, primarily used to expand capacity at
the Company's cutlery plant. Capital expenditures for the comparable quarter in
1998 were $0.5 million. The Company currently expects its capital expenditures
for 1999 to be approximately $4.9 million.
CASH FLOW - FINANCING ACTIVITIES. Cash provided by (used for) financing
activities was $1.6 million for the three months ended March 31, 1999, as
compared to ($3.1 million) used in the 1998 comparable quarter. A distribution
to stockholders of $3.7 million comprised the majority of the cash used for
financing activities during the three months ended March 31, 1998.
OTHER MATTERS
INFLATION AND ECONOMIC TRENDS. Although its operations are affected by general
economic trends, the Company does not believe that inflation has had a material
impact on its results of operations during the past three fiscal years.
YEAR 2000. Many computer systems and software applications, including most of
those used by the Company, identify dates using only the last two digits of the
year. These systems are unable to distinguish between dates in the year 2000 and
dates in the year 1900. That inability (referred to as the "Year 2000" issue),
if not addressed, could cause certain systems or applications to fail or provide
incorrect information after December 31, 1999, or when using dates after
December 31, 1999. This could have an adverse effect on Diamond Brands, due to
Diamond Brands' direct dependence on its own system and applications and
indirect dependence on those of other entities with whom Diamond Brands must
interact.
The Company has implemented a process to either replace or modify all of the
Company's current computer systems and software applications, which will be Year
2000 compliant. The Company expects to complete the entire process by June 1999.
In connection with this process, the Company has retained two information
technology consulting groups.
The Company currently estimates that its costs through the year 2000 to enhance
its information systems may cost approximately $1.4 million, of which $0.6
million has been paid to date. These costs include estimates for employee
compensation on the project team, consultants, hardware and software. The
Company does not anticipate incurring any additional expenses in connection with
the Year 2000 issue.
As a result of implementation of the new information system, Diamond Brands is
not likely to initiate other major systems projects in connection with the Year
2000 issue. There can be no assurance that Diamond Brands will not experience
cost overruns or delays in connection with its plan for replacing or modifying
systems.
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This document contains statements that constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. When
used in this document, the words "anticipates," "plans," "believes,"
"estimates," "expects," and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, but are not limited to:
the Company's highly leveraged capital structure, its substantial principal
repayment obligations, price and product changes and promotional activity by
competitors, the loss of a significant customer, the difficulties of integrating
acquisitions, issues related to the year 2000, adverse publicity and product
liability claims and dependence on key employees. The risk factors described
herein could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statements of the Company and investors,
therefore, should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to update
any forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all such factors. Further, management cannot
assess the impact of each such factor on the Company's business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
<PAGE>
SIGNATURE
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.
DIAMOND BRANDS INCORPORATED (Registrant)
By: /s/ Thomas W. Knuesel
----------------------------------------------------
Thomas W. Knuesel Vice President of Finance and
Chief Financial Officer (authorized officer, principal
financial and accounting officer)
Date: May 11 , 1999
----
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 15,925
<ALLOWANCES> 2,099
<INVENTORY> 26,624
<CURRENT-ASSETS> 46,226
<PP&E> 36,987
<DEPRECIATION> 18,878
<TOTAL-ASSETS> 110,443
<CURRENT-LIABILITIES> 23,076
<BONDS> 228,990
37,414
0
<COMMON> 15
<OTHER-SE> (180,631)
<TOTAL-LIABILITY-AND-EQUITY> 110,443
<SALES> 26,384
<TOTAL-REVENUES> 26,384
<CGS> 18,220
<TOTAL-COSTS> 18,220
<OTHER-EXPENSES> 3,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,931
<INCOME-PRETAX> (1,667)
<INCOME-TAX> (596)
<INCOME-CONTINUING> (1,071)
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<NET-INCOME> (1,071)
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</TABLE>
