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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ___
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
CLOQUET, MINNESOTA 55720
(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{ }
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 30, 2000, 1,482,600 shares of common stock of the Registrant were
issued and outstanding. Of the total outstanding shares of common stock on March
24, 2000, 330,266 were held of record by affiliates. There is no established
public trading market for such stock.
Documents incorporated by reference: None
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TABLE OF CONTENTS
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<S> <C>
PART I
Item 1. Business...............................................................................
Item 2. Properties.............................................................................
Item 3. Legal Proceedings and Environmental Matters............................................
Item 4. Submission of Matters to a Vote of Security Holders....................................
PART II
Item 5. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters................................................................................
Item 6. Selected Financial Data................................................................
Item 7. Management's Discussion and Analysis of Results of Operations and Financial
Condition..............................................................................
Item 7a. Quantitative and Qualitative Disclosure about Market Risk..............................
Item 8. Financial Statements and Supplementary Data............................................
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.............................................................................
PART III
Item 10. Directors and Executive Officers of the Registrant. ...................................
Item 11. Executive Compensation................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management.........................
Item 13. Certain Relationships and Related Transactions.........................................
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K.........................
</TABLE>
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PART I
ITEM 1. BUSINESS
OVERVIEW
Diamond Brands Incorporated's (Holdings') predecessor, Diamond Match,
was formed in 1881 following the consolidation of 12 match companies. Holdings
was incorporated in Minnesota in 1986 when the then stockholder group purchased
certain assets of Diamond Match. In 1991, Holdings purchased certain assets of
Universal Match. In March 1995, Holdings acquired (the "Forster Acquisition")
Forster Holdings, Inc. ("Forster") and in February 1997, Holdings acquired (the
"Empire Acquisition") the business of Empire Manufacturing Company ("Empire").
Prior to the Recapitalization in April 1998 (see further discussion under "The
Recapitalization"), Holdings and its direct subsidiaries carried on the business
described herein. In connection with the Recapitalization, Holdings organized
Diamond Brands Operating Corp. ("Operating Corp.") and immediately prior to the
consummation of the Recapitalization, Holdings transferred substantially all of
its assets and liabilities to Operating Corp. Holdings' operations subsequent to
the Recapitalization are limited to owning the stock of Operating Corp. Unless
the context otherwise requires, the "Company" or "Diamond Brands" refers to
Holdings and its direct and indirect subsidiaries.
The Form 10K has been restated to reflect the Candle operation as a
discontinued operation as further discussed under the Discontinued Operations
heading within Item 1. Unless otherwise indicated, all financial information
presented excludes discontinued operations.
Diamond Brands is a leading manufacturer and marketer of consumer
products, consisting primarily of wooden matches, toothpicks, clothespins,
wooden crafts, and plastic cutlery. The Company's products are marketed
primarily under the nationally recognized Diamond and Forster brand names, which
have been in existence since 1881 and 1887 respectively. The Company believes it
has the leading domestic retail market share in the wooden match, plastic
cutlery, toothpick, clothespin and wooden craft product categories. The Company
believes it has achieved a domestic retail market share of more than double that
of its nearest branded competitor. For the year ended December 31, 1999, the
Company generated net sales of $104.7 million and EBITDA (earnings before
interest, income taxes, depreciation and amortization) of $29.1 million from
continuing operations.
The Company believes it has achieved its leading market shares and
strong profitability by: (i) capitalizing on the Company's strong brand name
recognition, high quality products and category management strategy to secure
and maintain retail shelf space; (ii) expanding its product offerings through
strategic acquisitions, including the Forster Acquisition in 1995; (iii)
achieving cost savings through the integration of the Forster businesses,
including headcount reductions and facilities consolidations; and (iv) focusing
on reducing manufacturing costs.
The Company's products are sold in substantially all major grocery
stores, drug stores, and mass merchandisers in the United States. Diamond Brands
also sells certain of its products to institutional and other customers such as
food service and food processing companies and redistributors. The Company sells
its products through a nationwide sales network consisting primarily of
independent broker organizations and also sells products directly to selected
mass merchandisers, including Wal-Mart. In order to strengthen relationships
with its customers, the Company employs a category management strategy, which
includes a corporate rebate program that provides incentives to grocery
retailers to buy multiple products from the Company.
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Diamond Brands produces its products at three automated manufacturing
facilities located in Cloquet, Minnesota, East Wilton, Maine, and Strong, Maine.
The Company believes it is a low-cost manufacturer in most of its product
categories. In the United States, Diamond Brands believes it is the sole
manufacturer of wooden matches and the largest manufacturer of toothpicks and
clothespins.
THE RECAPITALIZATION
Holdings, its existing stockholders (the "Stockholders"), Seaver
Kent-TPG Partners, L.P., an investment partnership jointly formed by Seaver Kent
& Company, LLC ("Seaver Kent") and Texas Pacific Group ("TPG"), and Seaver Kent
I Parallel, L.P. (collectively, the "Sponsors") entered into a Recapitalization
Agreement, dated March 3, 1998 (the "Recapitalization Agreement"), which
provided for the recapitalization of Holdings. Pursuant to the Recapitalization
Agreement, the Sponsors and other investors purchased from Holdings, for an
aggregate purchase price of $47.0 million ($45.8 million in cash and $1.2
million in shareholder notes receivable), shares of pay-in-kind preferred stock
of Holdings ("Holdings Preferred Stock"), together with warrants (the
"Warrants") to purchase shares of common stock of Holdings ("Holdings Common
Stock"). The shares of Holdings Common Stock issuable upon the full exercise of
the Warrants would represent 77.5% of the outstanding shares of Holdings Common
Stock after giving effect to such issuance. In addition, Holdings purchased (the
"Equity Repurchase") for $211.4 million, subject to certain working capital
adjustments, from the Stockholders, all outstanding shares of Holdings' capital
stock other than shares (the "Retained Shares") of Holdings Common Stock having
an implied value (based solely on the per share price to be paid in the Equity
Repurchase) of $15.0 million (the "Implied Value"), which will continue to be
held by certain of the Stockholders. The Retained Shares will represent 22.5% of
the outstanding shares of Holdings Common Stock after giving effect to the full
exercise of the Warrants. Holdings, the Sponsors and the holders of the Retained
Shares also entered into a Stockholders' Agreement pursuant to which, among
other things, the Sponsors have the ability to direct the voting of outstanding
shares of Holdings Common Stock in proportion to their ownership of such shares
as if the Warrants were exercised in full. Accordingly, the Sponsors have voting
control of Holdings commencing upon the Recapitalization.
In connection with the Recapitalization, Holdings organized Operating
Corp. and, immediately prior to the consummation of the Recapitalization,
Holdings transferred substantially all of its assets and liabilities to
Operating Corp. Holdings' future operations are limited to owning the stock of
Operating Corp. Operating Corp. repaid substantially all of the Company's funded
debt obligations existing immediately before the consummation of the
Recapitalization in the amount of $51.8 million (the "Debt Retirement").
Funding requirements for the Recapitalization were $281.5 million
(excluding the Implied Value of the Retained Shares) and were satisfied through
the Retained Shares and the following: (i) the purchase by the Sponsors and
other investors of Holdings Preferred Stock and the Warrants for $47.0 million
($45.8 million in cash and $1.2 million in officer notes receivables); (ii)
$45.1 million of gross proceeds from the offering of 12.875% senior discount
debentures ("the Debentures"); (iii) $80.0 million of borrowings under senior
secured term loan facilities (the "Term Loan Facilities") provided by a
syndicate of lenders (collectively, the "Banks"); (iv) $10.6 million of
borrowings under a senior secured revolving credit facility (the "Revolving
Credit Facility" and, together with the Term Loan Facilities, the "Bank
Facilities") have availability of up to $25.0 million provided by the Banks; and
(v) $100.0 million of gross proceeds from the sale by Operating Corp. of 10.125%
senior subordinated notes ("the Notes").
The Equity Repurchase, the Debentures, the Debt Retirement, the
issuance and sale by Holdings of Holdings Preferred Stock and the Warrants, the
borrowing by Operating Corp. of funds under the Bank Facilities and the issuance
and sale by Operating Corp. of the Notes are referred to herein collectively as
the "Recapitalization." The Recapitalization was accounted for as a
recapitalization transaction for accounting purposes.
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PRODUCTS
WOODEN LIGHTS. The Company's Wooden Lights products include kitchen
matches, penny matches (smaller wooden matches), fireplace matches and fire
starter products. The Company focuses on the retail consumer market, which it
believes offers higher margins and less competition than the institutional
market.
The Company sells its wooden match products primarily under the
Diamond, Ohio Blue Tip and Fire Chief names and its fire starter products under
the SuperMatch and Superstart names. Diamond Brands' Wooden Lights products are
primarily sold through grocery stores, drug stores and mass merchandisers. The
Company manufactures its Wooden Lights products at its Cloquet, Minnesota
facility.
The Company believes it is the sole manufacturer of wooden matches in
the United States and that it holds the leading domestic retail market share in
the wooden match category with a market share of more than double that of its
nearest branded competitor. The Company competes in the domestic retail wooden
match market with foreign manufacturers, particularly from Sweden, Chile, China
and Korea. The wooden match market is mature, and the Company has maintained
relatively stable sales and attractive gross margins. Although the market for
penny match and kitchen match products is affected by smoking patterns, the
Company believes that its wooden match product mix makes it somewhat less
dependent on smoking patterns than manufacturers of book matches and disposable
lighters. The market for fire starter products, which are used by consumers in
both household and camping applications, is growing in the United States, and
the Company competes with First Brands, Duraflame and Conros, each of which the
Company believes has a greater market share than that of the Company.
Diamond Brands' kitchen match products are sold primarily in 250 count
boxes in both the "strike anywhere" and "strike on box" format. Penny matches
are sold in 32 and 40 count boxes in both strike formats. The Company's
fireplace matches are imported. Retail prices for the Company's wooden matches
generally range from $0.59 to $1.99. Retail prices for the Company's fire
starter products generally range from $1.29 to $4.99.
The Company's strategy in Wooden Lights focuses on maintaining and
increasing retail shelf space. In addition, the Company plans to focus on
increasing its presence in the fire starter category through product
enhancements and packaging changes.
CUTLERY. The Company offers a wide range of plastic cutlery and straws.
The Company focuses on the retail consumer market, which it believes offers
higher margins and less competition than the institutional market. The Company
significantly expanded its Cutlery business through the Forster Acquisition in
March 1995. In 1997, Diamond Brands entered the retail plastic straw market to
offer its customers a more complete product line. The Company's Cutlery products
are sold under both the Diamond and Forster brand names. The Company is also a
major supplier of private label plastic cutlery to retailers. Diamond Brands'
Cutlery products are primarily sold through grocery stores, drug stores and mass
merchandisers. The Company manufactures its Cutlery products at its East Wilton,
Maine facility.
The retail plastic cutlery market includes four major branded
participants (Diamond Brands, OWD, Maryland Plastic and Solo) and a sizable
private label component. The Company believes that it holds the leading domestic
retail market share in the plastic cutlery category with a market share of more
than double that of its nearest branded competitor. The Company also believes
that private label sales will continue to represent an attractive growth area.
Consumer demand for convenience and the growing popularity of prepared foods are
positively impacting the Company's Cutlery product growth.
The Company produces its plastic cutlery products in various weights
(heavy duty, full size and lightweight), colors (including holiday themes) and
packages (boxes and bags of 18, 24, 48, 100 and 288 pieces). The Company also
manufactures seasonal products for Christmas and Halloween. Heavy duty
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cutlery is the Company's largest plastic cutlery product line, followed by
full-size cutlery, which is marketed as dinnerware. Servingware consists of
large plastic serving spoons and forks. Retail prices for the Company's
Cutlery products generally range from $0.59 to $1.49.
The Company's strategy in the Cutlery segment focuses on: (i) expanding
on the Company's current category management strategy in grocery stores by
emphasizing the corporate rebate program; (ii) providing consumer promotions
such as coupon inserts; (iii) increasing private label sales; and (iv)
supporting plastic straw products through cross-promotions with plastic cutlery.
WOODENWARE. The Company's Woodenware products include toothpicks,
clothespins, clothesline and wooden crafts (small wooden shapes). Diamond Brands
strengthened its leadership position in these product lines with the Forster
Acquisition in March 1995. The Company focuses on the retail consumer market,
which it believes offers higher margins and less competition than the
institutional market. Diamond Brands' Woodenware products, with the exception of
wooden crafts, are sold through grocery stores, mass merchandisers, and drug
stores. Wooden crafts are sold primarily through Wal-Mart and craft retail
stores. All of the Company's Woodenware products, with the exception of
clothesline and wooden crafts, are sold both under the Diamond and Forster brand
names. The Company manufactures its Woodenware products at its facilities in
Cloquet, Minnesota (toothpicks and wooden crafts), East Wilton, Maine (plastic
clothespins), and Strong, Maine (toothpicks, clothespins and wooden crafts).
The Company believes it holds the leading domestic retail market share
in the clothespins, toothpick, and wooden craft categories with a market share
of more than double that of its nearest branded competitor in each of these
product categories. The toothpick market is a mature market and the Company
faces competition from two domestic toothpick companies and imports from China,
Canada and Korea. The clothespin market is a mature market, and the Company
faces competition from Home Products International/Seymour, Penley Corporation
and imports from China.
The Company sells a variety of toothpick stock-keeping units ("SKUs")
under both the Diamond and Forster names. The majority of its square, round and
flat toothpicks are sold in 250 count boxes, while specialty and colored
toothpick SKUs are sold in 100, 120 or 250 count plastic containers. Retail
prices on the Company's toothpicks generally range from $0.39 to $3.99. The
Company also sells both wooden and plastic clothespins under the Diamond and
Forster names. The Company sells clothespins in 18, 24, 36, 50 and 100 count
bags. Retail prices for the Company's clothespins generally range from $0.99 to
$3.49. The Company's wooden craft products are used for creative play and to
build structures, including houses and figurines, and comprise a large number of
SKUs. Retail prices for the Company's wooden craft products generally range from
$0.39 to $1.99.
The Company's Woodenware strategy focuses on maintaining and increasing
shelf space. The Company intends to utilize both domestic and imported products
for certain Woodenware products, emphasizing quality for domestic products and
price for imported products. Diamond Brands also cross-markets clothespins and
clothesline.
INSTITUTIONAL/OTHER. The Company's Institutional/Other product group
consists of institutional/food service products (such as wrapped toothpicks,
heavy duty reusable plastic cutlery, bulk cutlery, coffee stirrers, skewers and
steak markers) and industrial woodenware products (such as corn dog sticks),
which are sold primarily to food service and food processing customers. The
Company's Institutional/Other products also include resale book matches, which
are sold primarily to retailers, and advertising matches, which are primarily
sold to redistributors. Diamond Brands is the primary supplier of wooden
advertising matches to the two leading redistributors of advertising matches in
North America and is also the largest producer of corn dog sticks in North
America. Advertising matches are penny matches packaged in boxes carrying an
advertising logo and are principally utilized as promotional tools by
restaurants, bars and hotels.
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The Company offers certain products in the institutional market,
largely to utilize available production capabilities. The Company believes that
in the past it has not focused on competing in the institutional market,
however, there is potential to increase sales and EBITDA by increasing its
presence in the foodservice portion of the institutional market.
SALES AND MARKETING
The Company sells its products in substantially all major grocery
stores, drug stores, and mass merchandisers in the United States. Diamond Brands
also sells certain of its products to institutional and other customers such as
food service and food processing companies and redistributors. The Company has
established strong relationships with many of the largest retailers in the
United States (such as Wal-Mart, Target, Publix and Kroger). The Company sells
its products through a nationwide sales network consisting primarily of
independent broker organizations and also sells products directly to selected
mass merchandisers including Wal-Mart.
The Company utilizes a category management strategy designed to
maintain and increase shelf space at retail outlets. A central element of this
strategy is the Company's corporate rebate program, which provides incentives to
grocery retailers to buy multiple products from the Company. The Company intends
to expand its corporate rebate program to include additional grocery retailers.
The category management strategy also includes consolidated invoicing and
shipping across the Company's product lines, which allows retailers to lower
buying costs and reduce their number of suppliers.
The Company cross-markets its products through the use of product
packaging which include coupons or promotional offers for other Company
products. The Company offers price promotions and cash discounts to retailers as
a means of increasing sales volume from time to time. In addition, the Company
employs consumer promotion programs to increase sales, including coupon inserts,
"buy one, get one free" promotions, bonus packs and shipper displays.
PRODUCT DEVELOPMENT
The Company has an active program of product development, focusing on
product line extensions (such as specialty toothpicks, fireplace matches and
plastic servingware) and new products in related areas (such as plastic straws,
SuperMatch and clothesline). The Company believes its products mix is attractive
because its product categories tend to be less reliant on new product
introductions than are other consumer product categories.
CUSTOMERS
The Company derives its revenue primarily from the sale of its products
to substantially all major grocery stores, drug stores, and mass merchandisers
in the United States. During the year ended December 31, 1999, sales to the
Company's top 10 customers accounted for approximately 50% of the Company's
gross sales, with one customer, Wal-Mart accounting for approximately 19% of
gross sales.
MANUFACTURING
Diamond Brands operates three automated manufacturing facilities
located in Cloquet, Minnesota (round and flat toothpicks, matches, and corn dog
sticks), East Wilton, Maine (Cutlery and plastic clothespins), and Strong, Maine
(clothespins, square toothpicks and wooden crafts). The Company believes that
its three automated manufacturing facilities position it as a low-cost
manufacturer in most of its product categories. The Company has continued to
invest in automation equipment in order to reduce headcount and increase
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efficiency. For example, Diamond Brands' automated cutlery operations consist of
combination modules which include an injection molding machine, molds and
robotic packaging machinery, which allows the Company to automatically package
cutlery in boxes and bags suitable for retail distribution. The Company believes
that these operations provide it with a competitive advantage over other retail
plastic cutlery manufacturers. The Company believes it has sufficient
manufacturing capacity to satisfy its foreseeable production requirements.
The Company is currently outsourcing the production of certain
products, including resale book and fireplace matches, specialty toothpicks, and
plastic straws. In the aggregate, sales of outsourced products amounted to
approximately 11% of the Company's 1999 gross sales.
COMPETITION
The markets for certain of the Company's products are highly
competitive. The Company competes, particularly with respect to its Cutlery
products, with a several domestic manufacturers, some of which are larger and
have significantly greater resources than the Company. In addition, the Company
competes with foreign manufacturers, particularly those located in China,
Sweden, Brazil, Chile, Japan and Korea. Although the barriers to entry into the
Company's businesses are relatively low, the Company believes that it has a
number of competitive advantages over potential new market entrants (including
strong brand names, established national distribution and existing
cost-efficient manufacturing operations) and that the relatively small market
size for certain of the Company's products may make those markets economically
less attractive to potential competitors.
RAW MATERIALS
The primary raw materials used by Diamond Brands are generally
available from multiple suppliers, and the Company has not experienced any
significant interruption in the availability of such materials. However, the
price of polystyrene resin, the key raw material from which the Company's
Cutlery products is produced, can be volatile. The polystyrene resin used by the
Company is produced from petrochemical intermediates that are, in turn, derived
from petroleum. Polystyrene resin prices may fluctuate as a result of, among
other things, worldwide changes in natural gas and crude oil prices and supply,
as well as changes in supply and demand for polystyrene resin and petrochemical
intermediates from which it is produced. Among other industries, the automotive
and housing industries are significant users of polystyrene resin. As a result,
significant changes in worldwide capacity and demand in these and other
industries may cause significant fluctuations in the prices of polystyrene
resin. Although the Company has a long term supply contract with a major
polystyrene resin supplier which the Company believes gives it the lowest price
available to any customer purchasing similar volume and short-term price
protection during periods of rising prices, there can be no assurance this
transaction would reduce the impact on the Company from polystyrene resin price
changes. During periods of rising prices, the Company attempts to pass through
the resin price increases to its customers on a delayed basis. During periods of
declining polystyrene resin prices, the Company generally has reduced prices to
its customers.
Other primary raw materials required by Diamond Brands in its business
include birch and maple wood to produce the Company's Woodenware products, and
aspen wood and commodity chemicals to produce the Company's Wooden Lights
products. Other major raw materials include paperboard and corrugated cardboard.
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TRADEMARKS
The Company owns United States trademark registrations with respect to
certain of its products. All of the Company's United States trademark
registrations can be maintained and renewed provided that the trademarks are
still in use for the goods and services covered by such registrations. The
Company regards its trademarks and tradenames as valuable assets.
EMPLOYEES
At March 20, 2000, the Company had 680 full-time employees of which 225
are represented by the Paper, Allied Industrial, Chemical and Energy Workers
International Union (PACE). In August 1997, the Company signed a six-year labor
agreement with PACE, which included a 3.0% annual wage increase. Five of the
Company's employees are represented by the International Union of Operating
Engineers. In 1997, the Company extended its labor agreement with the
International Union of Operating Engineers for six additional years. The Company
has not had a work stoppage at any of its current facilities in the last 25
years and believes its relations with its employees are good.
DISCONTINUED OPERATIONS
Effective September 30 1999, the Board of Directors of the Company
approved the divestiture of the candle operations of the Company and recorded a
total charge for the loss from discontinued operations of approximately $18.5
million, net of tax. For segment reporting purposes, the candle operations were
previously reported as the "Candles" reportable segment.
Effective December 14, 1999, the Company entered into an asset purchase
agreement to sell certain assets and liabilities of Empire for total
consideration of approximately $2.9 million. The sale resulted in a decrease of
the net loss on disposal of discontinued operations of $2.3 million, net of tax,
during the fourth quarter of 1999.
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ITEM 2. PROPERTIES
PROPERTIES
The following table sets forth certain information regarding the
Company's facilities as of 12/31/99:
<TABLE>
<CAPTION>
SIZE LEASE
LOCATION PRIMARY USE (SQUARE FEET) TITLE EXPIRATION
-------- ----------- ------------- ----- -----------
<S> <C> <C> <C> <C>
Cloquet, Minnesota Manufacturing of matches, toothpicks 290,000 Owned
and ice cream and corn dog sticks;
warehouse; administration
Minneapolis, Minnesota Sales and marketing 7,000 Leased January 2004
East Wilton, Maine Manufacturing of plastic cutlery and 75,000 Owned
plastic clothespin; administration
East Wilton, Maine Warehouse 150,000 Owned
East Wilton, Maine Printing; warehouse 240,000 Owned
Strong, Maine Manufacturing of toothpicks, 62,000 Owned
clothespins and wooden crafts
Kansas City, Kansas Warehouse 75,000 Leased March 2000
</TABLE>
ITEM 3. LEGAL PROCEEDINGS AND ENVIRONMENTAL MATTERS
The Company is a defendant in several lawsuits, including product
liability lawsuits, arising in the ordinary course of business. Although the
amount of any liability that could arise with respect to any such lawsuit cannot
be accurately predicted, in the opinion of management, the resolution of these
matters is not expected to have a material adverse effect on the financial
position or results of operations of the Company. A predecessor to the Company
and certain other match producers are parties to a 1946 consent decree under
which the parties thereto are prohibited from engaging in anticompetitive acts
or participating in specified commercial relationships with one another.
The Company's operations are subject to a wide range of general and
industry specific federal, state and local environmental laws and regulations
which impose limitations on the discharge of pollutants into the air and water
and establish standards for the treatment, storage and disposal of solid and
hazardous waste. Under various federal, state and local laws and regulations, an
owner or operator of real estate may be liable for the costs of removal or
remediation of certain hazardous substances on such property. Although
management believes that the Company is in substantial compliance with all
applicable environmental laws and regulations, unforeseen expenditures to remain
in such compliance, or unforeseen environmental liabilities, could have a
material adverse affect on its business and financial positions. Additionally,
there can be no assurance that changes in environmental laws and regulations or
their application will not require further expenditures by the Company.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders by the Company
during the fourth quarter of the year ended December 31, 1999.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
As of December 31, 1999, the Company had 1,482,600 shares of common
stock outstanding. Substantially all of the Company's common stock is held by
affiliates and there is no established public trading market therefor. The
Company does not have a recent history of paying dividends and has no present
intention to pay dividends on its common stock in the foreseeable future.
Pursuant to the Recapitalization, Holdings issued the Holdings
Preferred Stock and Warrants (see Item 1 - "The Recapitalization"). The Warrants
are exercisable at $0.01 per share of common stock and expire in April 2008.
During 1998, 417,382 shares of common stock were issued in connection with the
exercise of warrants and 10,582 warrants were repurchased by Holdings. During
1999, 52,436 warrants were repurchased by Holdings. As of December 31, 1999,
3,216,110 warrants remained outstanding.
The Holdings Preferred Stock ranks senior to all classes of common
stock and will accumulate dividends at the rate of 12.0% of the $1,000
liquidation preference per share per annum (payable semi-annually). Dividends
will compound to the extent not paid. Shares of Holdings Preferred Stock may be
redeemed at the option of Holdings, in whole or in part, at the redemption
prices per share equal to the liquidation preference per share plus an amount
equal to all accumulated and unpaid dividends. Holdings will be required on
October 15, 2009 to redeem shares of Holdings Preferred Stock.
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data of
the Company for the years indicated. This information should be read in
conjunction with the Consolidated Financial Statements and the related notes
contained in Item 14 and "Management's Discussion and Analysis of Results of
Operations and Financial Condition" contained in Item 7.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1995 1996 1997 1998 1999
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<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................................ $77,659 $90,201 $94,070 $98,377 $104,694
Cost of sales........................................ 56,490 63,032 60,820 63,837 64,952
-------- -------- ------- -------- --------
Gross profit...................................... 21,169 27,169 33,250 34,540 39,742
Selling, general and administrative expenses......... 10,152 9,148 9,276 16,564 12,912
Goodwill amortization................................ 600 720 720 720 720
-------- -------- ------- -------- --------
Operating income.................................. 10,417 17,301 23,254 17,256 26,110
Interest expense..................................... 3,963 3,858 3,067 19,646 25,278
-------- -------- ------- -------- --------
Income (loss) before provision (benefit) for
income taxes................................... 6,454 13,443 20,187 (2,390) 832
Provision (benefit) for income taxes................. 2,352 5,807 1,376 (2,081) 621
-------- -------- ------- -------- --------
Income (loss) from continuing operations.......... 4,102 7,636 18,811 (309) 211
Discontinued Operations
Income (loss) from discontinued operations, net of - - 1,818 (2,222) (3,941)
income tax benefit of $0, $0, $0, $1,483, $2,628
Loss on disposal, net of income tax benefit of - - - - (12,203)
$8,136 in 1999
-------- -------- ------- -------- --------
Gain (loss) from discontinued operations - - 1,818 (2,222) (16,144)
-------- -------- ------- -------- --------
Preferred stock dividends and accretion.............. - - - 3,557 5,736
-------- -------- ------- -------- --------
Net income (loss) applicable to common stock......... $4,102 $7,636 $20,629 $(6,088) $(21,669)
-------- -------- ------- -------- --------
-------- -------- ------- -------- --------
UNAUDITED PRO FORMA INCOME TAX DATA:
Income (loss) from continuing operations before
provision (benefit) for income taxes............. $6,454 $13,443 $20,187 $(2,390) $832
Provision (benefit) for income taxes (1)............. 2,700 5,807 8,100 (1,000) 621
-------- -------- ------- -------- --------
Pro forma income (loss) from continuing operations... $3,754 $7,636 $12,087 $(1,390) $211
-------- -------- ------- -------- --------
-------- -------- ------- -------- --------
OTHER DATA - CONTINUING OPERATIONS:
Depreciation and amortization (2).................... $3,761 $4,204 $3,714 $2,898 $2,996
EBITDA (3)........................................... 14,178 21,505 26,968 20,154 29,106
Recapitalization expense (4)......................... - - - 6,094 -
Adjusted EBITDA (5).................................. 14,178 21,505 26,968 26,248 29,106
Adjusted EBITDA margin (6)........................... 18.3% 23.8% 28.6% 26.7% 27.8%
Capital expenditures................................. $1,926 $1,979 $2,275 $2,113 $3,966
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (7)....................................... $6,989 $ 5,409 $435 $ 10,938 $ 11,561
Total assets.............................................. 69,630 66,503 94,250 104,404 90,014
Total assets from continuing operations (7)............... 69,630 66,503 63,431 77,896 88,425
Total debt, including current maturities.................. 46,713 34,845 49,497 229,123 233,361
Redeemable preferred stock, net of subscription receivable - - - 36,068 41,684
Stockholders' equity (deficit)............................ 10,118 17,754 27,930 (178,199) (199,998)
</TABLE>
- -----------
(1) Reflects the pro forma income tax provision as if the Company had been
a Subchapter C corporation rather than a Subchapter S corporation for
federal income tax purposes. For the years ended December 31, 1995,
1996, 1999 and the period from April 21, 1998 to December 31, 1998, the
Company was a Subchapter C corporation for federal income tax purposes.
For the year ended December 31, 1997, and the period from January 1,
1998 to April 20, 1998, the Company was a Subchapter S corporation for
federal income tax purposes.
(2) Excludes amortization of deferred financing costs.
(3) 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 an indicator of the Company's operating performance or
cash flow as a measure of liquidity.
(4) Represents one time costs incurred in connection with the
Recapitalization including brokerage fee ($2.7 million), change in
control management bonuses and option payments ($2.2 million), and
legal and professional fees ($1.2 million).
(5) Represents EBITDA excluding Recapitalization expenses.
(6) Adjusted EBITDA margin represents adjusted EBITDA as a percentage of
net sales.
(7) Excludes net assets from discontinued operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
GENERAL
Diamond Brands, through its subsidiary, Operating Corp., is a leading
manufacturer and marketer of a broad range of consumer products, including
plastic cutlery/straws, wooden matches, toothpicks, clothespins and wooden
crafts. The Company's products are marketed primarily under the nationally
recognized Diamond and Forster brand names, which have been in existence since
1881 and 1887 respectively.
The Company derives its revenue primarily from the sale of its products
to substantially all major grocery stores, drug stores, and mass merchandisers
in the United States. During the year ended December 31, 1999, sales to the
Company's top 10 customers accounted for approximately 50% of the Company's
gross sales, with one customer accounting for approximately 19% of the Company's
gross sales. The Company's ability to maintain and increase its sales depends on
a variety of factors including its competitive position in such areas as price,
quality, brand identity, distribution and customer service. The Company's
products are manufactured at its three automated manufacturing facilities
located in Cloquet, Minnesota, East Wilton, Maine, and Strong, Maine.
-13-
<PAGE>
Net sales are determined by subtracting discounts and allowances from
gross sales. Discounts and allowances consist of price promotions, cash
discounts, corporate rebates, slotting fees, consumer coupons, co-op advertising
and unsaleables. The Company's cost of sales and its resulting gross margin
(defined as gross profit as a percentage of net sales) are principally
determined by the cost of raw materials, the cost of the labor to manufacture
its products, the overhead expenses of its manufacturing facilities, warehouse
costs and freight expenses to its customers. In recent years, the Company has
focused on improving its gross margin by seeking to: (i) consolidate
manufacturing operations; (ii) reduce headcount and expenses in manufacturing;
and (iii) increase operating efficiencies through capital projects with rapid
returns on investment.
Polystyrene resin, a commodity whose market price fluctuates with
supply and demand, is a significant component of cost of sales in the Company's
cutlery products. Although the Company has a long term supply contract with a
major polystyrene resin supplier which the Company believes gives it the lowest
price available to any customer purchasing similar volume and short-term price
protection during periods of rising prices, there can be no assurance this
transaction would reduce the impact on the Company from polystyrene resin price
changes. During periods of rising prices, the Company attempts to pass through
the resin price increases to its customers on a delayed basis. During periods of
declining polystyrene resin prices, the Company generally has reduced prices to
its customers
Selling, general and administrative expenses consist primarily of
selling expenses, broker commissions and administrative costs. Broker
commissions and certain selling expenses generally vary with sales volume while
administrative costs are relatively fixed in nature.
THE RECAPITALIZATION
Holdings, the Stockholders, Seaver Kent-TPG Partners, L.P., and Seaver
Kent I Parallel, L.P. (collectively, the "Sponsors") entered into a
Recapitalization Agreement, dated March 3, 1998 (the "Recapitalization
Agreement"), which provided for the recapitalization of Holdings. Pursuant to
the Recapitalization Agreement, the Sponsors and other investors purchased from
Holdings, for an aggregate purchase price of $47.0 million, shares of Holdings
Preferred Stock, together with the Warrants to purchase shares of Holdings
Common Stock. The shares of Holdings Common Stock issuable upon the full
exercise of the Warrants would represent 77.5% of the outstanding shares of
Holdings Common Stock after giving effect to such issuance. In addition,
Holdings purchased (the "Equity Repurchase") for $211.4 million, subject to
certain working capital adjustments, from the Stockholders, all outstanding
shares of Holdings' capital stock other than shares (the "Retained Shares") of
Holdings Common Stock having an implied value (based solely on the per share
price to be paid in the Equity Repurchase) of $15.0 million (the "Implied
Value"), which will continue to be held by certain of the Stockholders. The
Retained Shares will represent 22.5% of the outstanding shares of Holdings
Common Stock after giving effect to the full exercise of the Warrants. Holdings,
the Sponsors and the holders of the Retained Shares also entered into a
Stockholders' Agreement pursuant to which, among other things, the Sponsors have
the ability to direct the voting of outstanding shares of Holdings Common Stock
in proportion to their ownership of such shares as if the Warrants were
exercised in full. Accordingly, the Sponsors have voting control of Holdings
commencing upon the Recapitalization.
In connection with the Recapitalization, Holdings organized Operating
Corp. and, immediately prior to the consummation of the Recapitalization,
Holdings transferred substantially all of its assets and liabilities to
Operating Corp. Holdings' future operations are limited to owning the stock of
Operating Corp. Operating Corp. repaid substantially all of the Company's funded
debt obligations existing immediately before the consummation of the
Recapitalization in the amount of $51.8 million ("the Debt Retirement").
-14-
<PAGE>
Funding requirements for the Recapitalization were $281.5 million
(excluding the Implied Value of the Retained Shares) and were satisfied through
the Retained Shares and the following: (i) the purchase by the Sponsors and
other investors of Holdings Preferred Stock and the Warrants for $47.0 million
($45.8 million in cash and $1.2 million in officer notes receivable); (ii) $45.1
million of gross proceeds from the offering of 12.875% senior discount
debentures ("the Debentures"); (iii) $80.0 million of borrowings under senior
secured term loan facilities (the "Term Loan Facilities") provided by a
syndicate of lenders (collectively, the "Banks"); (iv) $10.6 million of
borrowings under a senior secured revolving credit facility (the "Revolving
Credit Facility" and, together with the Term Loan Facilities, the "Bank
Facilities") have availability of up to $25.0 million provided by the Banks; and
(v) $100.0 million of gross proceeds from the sale by Operating Corp. of 10.125%
senior subordinated notes ("the Notes").
The Equity Repurchase, the Debentures, the Debt Retirement, the
issuance and sale by Holdings of Holdings Preferred Stock and the Warrants, the
borrowing by Operating Corp. of funds under the Bank Facilities and the issuance
and sale by Operating Corp. of the Notes are referred to herein collectively as
the "Recapitalization." The Recapitalization was accounted for as a
recapitalization transaction for accounting purposes.
RESULTS OF CONTINUING OPERATIONS
Diamond Brands manufactures and markets consumer products, consisting
primarily of wooden matches, toothpicks, clothespins and wooden crafts, and
plastic cutlery/straws . The following table sets forth, for the periods
indicated, certain historical statements of operation data as well as the
Company's EBITDA, adjusted EBITDA and adjusted EBITDA margin for the last three
years.
<TABLE>
<CAPTION>
(Dollars in millions) 1997 1998 1999
<S> <C> <C> <C>
Net Sales $94.1 $98.4 $104.7
Cost of Goods 60.8 63.9 65.0
---- ---- ----
Gross Profit 33.3 34.5 39.7
Gross Margin % 35.4% 35.1% 37.9%
Selling, General &
Administrative Expenses 9.3 16.5 12.9
Goodwill amortization 0.7 0.7 0.7
--- --- ---
Operating Income 23.3 17.3 26.1
Interest Expense 3.1 19.6 25.3
Income (loss) before
provisions (benefit) for 20.2 (2.3) 0.8
income taxes
Income Tax (benefit) 1.4 (2.0) 0.6
--- ----- ---
Net Income $18.8 $ (0.3) $ 0.2
===== ======== =====
EBITDA (1) $26.9 $20.1 29.1
Recapitalization Expense (2) -- 6.1 --
Adjusted EBITDA (3) $26.9 $26.2 $29.1
Adjusted EBITDA Margin 28.6% 26.7% 27.8%
</TABLE>
(1) 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 a substitute for net income as an indicator of the
Company's operating performance or cash flow as a measure of liquidity.
(2) Represents one time costs incurred in connection with the Recapitalization
including brokerage fee ($2.7 million), change in control management
bonuses and option payments ($2.2 million), and legal and professional fees
($1.2 million).
(3) Represents EBITDA excluding Recapitalization expenses.
-15-
<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
CONTINUING OPERATIONS
Net sales were $104.7 million for 1999, an increase of $6.3 million or
6.0% over 1998 net sales of $98.4 million. This increase was led by strong
performances in plastic cutlery/straws and matches. We believe some of the
growth in wooden light and cutlery sales in the fourth quarter was related to
Year 2000 stock-up purchases that may not be repeated. Gross Profit was $39.7
million or 38.0% of net sales for 1999, compared to $34.5 million or 35.1% in
1998, with continued margin improvement through (i) increased sales volumes in
cutlery and matches offset somewhat by increased spending on cutlery promotions
and allowances to support growth; (ii) operating efficiencies achieved through
capital projects with rapid returns on investment. Selling, general and
administrative expenses were $12.9 million for 1999 compared to $16.6 million in
1998, with the decrease due to one-time charges in 1998 of $6.1 million offset
primarily by consulting fees associated with year 2000 remediation. Goodwill
amortization for 1999 and 1998 was $0.7 million. Interest expense was $25.3
million for 1999, an increase of $5.6 million from 1998. This increase is the
result of the full year impact of increased debt and deferred financing costs
associated with the Recapitalization.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for
1999 were $29.1 million as compared with $26.2 million in 1998. EBITDA in 1999
was 27.8% of sales compared with 26.7% in 1998.
DISCONTINUED OPERATIONS
Effective September 30, 1999, the Board of Directors of the Company approved the
divestiture of the candle operations of the Company and recorded a total charge
from the loss from discontinued operations of approximately $18.5 million, net
of tax. For segment reporting purposes, the candle operations were previously
reported as the "Candles" reportable segment.
Effective December 14, 1999, the Company entered into an asset purchase
agreement to sell certain assets and liabilities of Empire for total
consideration of approximately $2.9 million. The sale resulted in a decrease of
the net loss from discontinued operations of $2.3 million, net of tax, during
the fourth quarter of 1999.
Net sales from discontinued operations in 1999 were $15.7 million,
compared to $21.9 million for 1998. The gross profit (loss) for 1999 was ($4.0)
million compared to $0.2 million for 1998. Selling, general and administrative
expenses were $1.9 million in 1999 compared to $2.9 million for 1998.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for
1999 were ($5.6) million as compared with ($2.4) million in 1998.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
CONTINUING OPERATIONS
Net sales were $98.4 million for 1998, an increase of $4.3 million or
4.6% over 1997 net sales of $94.1 million. This increase was led by strong
performances in plastic cutlery/straws, matches and wooden crafts. Gross Profit
was $34.5 million or 35.1% of net sales for 1998, compared to $33.3 million or
35.4% in 1997, with continued margin improvement through (i) reduced cutlery
manufacturing costs as a result of lower polystyrene resin prices; (ii)
operating efficiencies achieved through capital projects with rapid returns on
investment; and (iii) increased sales volume in cutlery, matches, and craft
items, offset by
-16-
<PAGE>
increased spending on promotions and allowances to support cutlery growth.
Selling, general and administrative expenses were $16.6 million for 1998
compared to $9.3 million in 1997, with the increase due to one time charges
of $6.1 million, related to the Recapitalization. In addition the Company
incurred higher expenses to improve the infrastructure of the Company.
Goodwill amortization for 1998 was $0.7 million, the same as 1997. Interest
expense was $19.6 million for 1998, an increase of $16.5 million from 1997.
This increase is the result of the increased debt and deferred financing
costs associated with the Recapitalization.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for
1998 were $20.2 million as compared with $26.9 million in 1997. Excluding
recapitalization costs, the adjusted EBITDA in 1998 was $26.0 million or 26.4%
compared with 28.6% in 1997.
DISCONTINUED OPERATIONS
Net sales from discontinued operations in 1998 were $21.9 million, compared
to $24.0 million for 1997. The decrease of $2.1 million was attributed to the
loss of three major customers in 1998, one each to consolidation, bankruptcy and
quality/service problems; offset somewhat by the introduction of Reflections
(air freshener) candles into the grocery trade and the full year impact of the
Empire acquisition in February 1997. The gross profit for 1998 was $0.2 million
or 0.7%, down from $6.2 million or 26.0% in 1997. The decline was principally
the result of the volume decrease and mix ($1.0 million), slotting allowances
for Reflections ($1.4 million), production problems ($1.7 million), inventory
obsolescence ($1.1 million) and quality problems ($0.8 million) at the candle
facility. Selling, general and administrative expenses were $2.9 million in
1998, an increase of $0.8 million from $2.1 million in 1997. The Company
incurred non-recurring costs related to the Recapitalization ($0.3 million), the
severance of the Chief Operating Officer of the Candle line ($0.1 million) and
the write off of receivables as the result of a bankruptcy of a major customer
($0.1 million). In addition, the Company incurred higher expenses to support the
introduction of Reflections candles into the grocery trade. Goodwill
amortization increased to $1.0 million, from $0.8 million in 1997 as the result
of the Empire Candle acquisition in February 1997.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
for 1998 were ($2.4) million as compared with $4.3 million in 1997. Excluding
recapitalization costs, the adjusted EBITDA in 1998 was ($2.1) million or (9.3%)
compared with 17.7% in 1997.
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, for the purpose of
calculating covenant compliance. 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
December 31, 1999.
OPERATING ACTIVITIES. Cash provided by (used in) operating activities
of continuing operations was ($5.2) million, $7.1 million and $6.9 million in
1997, 1998, and 1999 respectively.
INVESTING ACTIVITIES. Capital expenditures in 1999 were $4.0 million
compared to $2.1 million in 1998 and $2.3 million in 1997. The Company's
historical capital expenditures have been primarily used to expand capacity and
improve manufacturing efficiencies. The Company currently expects its capital
expenditures for 2000 to be approximately $3.2 million.
-17-
<PAGE>
FINANCING ACTIVITIES. Cash provided by (used for) financing activities
was $7.4 million, ($5.0) million, and ($2.9) million in 1997, 1998 and 1999,
respectively. Financing activities in 1998 resulted primarily from the
Recapitalization. Funding requirements for the Recapitalization were $281.5
(excluding the implied value of the Retained Shares) and were satisfied through
the following: (i) the purchase by the sponsors and other investors of Holdings
Preferred Stock and the Warrants for $47.0 million ($45.8 million in cash and
$1.2 million in officer notes receivable) (ii) $45.1 million of gross proceeds
from the offering of the cash and $1.2 million of the Debentures (iii) $80.0
million of borrowing under the Term Loan Facilities; (iv) $10.6 million of
borrowings under the Revolving Credit Facility; and (v) $100.0 million of gross
proceeds from the sale of the Notes.
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. To date, the Company has not experienced any significant
business disruptions and has had no delays in receiving product from its
suppliers as a result of the Year 2000. While the risks associated with Year
2000 readiness peaked with the change of the date from December 31, 1999 to
January 1, 2000, there is a risk that a Year 2000 related issue could surface
within the year. The Company plans to continue to devote the necessary resources
to resolve all significant Year 2000 issues in a timely manner. However, if
third parties upon which the Company relies fail to adequately address any of
their Year 2000 problems, it could disrupt the Company's business. In the most
reasonably likely worst case scenarios the Company could experience delays in
receiving product from vendors, shipping product to customers, accessing various
types of information or communicating effectively with financial institutions or
vendors. The Company's Year 2000 task force has developed a contingency plan,
which generally follows an approach similar to the Company's disaster recovery
plan should any significant business disruption related to the Year 2000 occur.
The Company's Year 2000 readiness process for its internal systems was
substantially complete by the third quarter of 1999. Incremental costs of
addressing the Year 2000 issue, which have totaled approximately $1.6 million,
were charged to expense as incurred. The cost for the purchase of any new, Year
2000 compliant system was capitalized in accordance with SOP 98-1.
FORWARD-LOOKING STATEMENTS. This annual report of Form 10-K contains
certain forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, and information relating to the Company that are
based upon beliefs of the management of the Company as well as assumptions made
by and information currently available to the management of the Company.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terminology such as "believes", "expects", "may", "will",
"should", "seeks", "anticipates", "intends" or the negative of any thereof, or
other variations thereon or comparable terminology, or by discussions of
strategy or intentions. A number of factors could cause actual results,
performance, achievements of the Company, or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. These factors include, but are not
limited to: general economic and market conditions; changes in consumer demand
and demographics; possible disruptions in the Company's computer or telephone
systems, increased or unanticipated costs or other effects associated with Year
2000 compliance by the Company or its service or supply providers; possible work
stoppages or increases in labor costs; the ability to attract and retain
qualified personnel; effects competition; possible increases in shipping rates
or interruptions in shipping services; changes in prevailing interest rates and
the availability of and terms of financing to fund the anticipated growth of the
Company's business and other factors which may be outside of the Company's
control. Should one or more of these risks or uncertainties
-18-
<PAGE>
materialize, or should underlying assumptions prove incorrect, actual results
or outcomes may vary materially from those describes therein as anticipated,
believed, estimated, expected, intended or planned. Accordingly, any
forward-looking statements included herein do not purpose to be predictions
of future events or circumstances and may not be realized. Subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the
cautionary statements in this paragraph.
FUTURE LIQUIDITY
As a result of the Recapitalization, the Company is highly leveraged.
The Company's high degree of leverage may have important consequences for the
Company, including that (i) the ability of the Company to obtain additional
financing, if necessary, for working capital, capital expenditures, acquisitions
or other purposes may be impaired, or such financing may not be available on
terms favorable to the Company; (ii) a substantial portion of the Company's cash
flow will be used to pay the Company's interest expense and, in the cases of
indebtedness incurred in the future, possible principal repayments, which will
reduce the funds that would otherwise be available to the Company for its
operations and future business opportunities; (iii) substantial decrease in net
operating cash flows or an increase in expenses of the company could make it
difficult for the Company to meet its debt service requirements and force it to
modify its operations; (iv) the Company may be more highly leveraged than its
competitors, which may place it at a competitive disadvantage; and (v) the
Company's high degree of leverage may make it more vulnerable to a downturn in
its business or the economy generally. Any inability of the Company to service
its indebtedness or to obtain additional financing, as needed, would have a
material adverse effect on the Company's business.
During 1999, the Company obtained a waiver to exclude certain costs in
the calculation of earnings before interest, taxes, depreciation and
amortization (EBITDA) in order to comply with all bank covenants as of December
31, 1998. Additionally, the Company obtained an amendment on financial covenants
through December 31, 2000. At December 31, 1999, the company was in compliance
with such covenants. The Company, based upon its operating plan, expects to
comply with all financial covenants for 2000. If the operating plan is not met,
the Company believes it has the ability to manage its cash flows and
discretionary spending to maintain the compliance. Beginning March 31, 2001, the
financial covenants will revert back to the original covenants and will require
improved fixed-charge and interest coverages and reduced maximum leverage.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY RISK
The Company is exposed to market risk stemming from changes in
commodity prices, primarily polystyrene resin, which is a significant component
of cost of sales in the Company's plastic cutlery products. In the ordinary
course of business, the Company actively manages its exposure to these market
risks. Although the Company has a long term supply contract with a major
polystyrene resin supplier which the Company believes gives it the lowest price
available to any customer purchasing similar volume and short-term price
protection during periods of rising prices, there can be no assurance this
transaction would reduce the impact on the Company from polystyrene resin price
changes. During periods of rising prices, the Company attempts to pass through
the resin price increases to its customers on a delayed basis. During periods of
declining polystyrene resin prices, the Company generally has reduced prices to
its customers
-19-
<PAGE>
INTEREST RATE RISK
The Company is exposed to various market risks, including changes in
interest rates. The Company enters into financial instruments to manage and
reduce the impact of changes in interest rates. At December 31, 1999, Diamond
Brands has debt totaling $233.4 million and interest rate swaps with notional
value of $55.0 million at fixed LIBOR rates ranging from 5.93% to 5.98%. The
interest rate swaps expire as follows: $15 million in 2001 and $40 million in
2003.
Interest rate swaps are entered into as a hedge of underlying debt
instruments to effectively change the characteristics of the interest rate
without actually changing the debt instrument. At December 31, 1999, the
Company's interest rate swap agreements converted outstanding floating rate debt
to fixed rate debt for a period ranging from two to four years. For fixed rate
debt, interest rate changes affect the fair market value but do not impact
earnings or cash flows. Conversely for floating rate debt, interest rate changes
generally do not affect the fair market value but do impact future earnings and
cash flows, assuming other factors are held constant.
At December 31, 1999, the Company had fixed rate debt, after giving
effect to the interest rate swaps, of $210.8 million and variable rate debt of
$22.6 million. The pre-tax earnings and cash flows impact for the next year
resulting from a one percentage point increase in interest rates would be
approximately $0.2 million, holding debt level constant.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related notes are included in
Item 14 of this report. See Index to Consolidated Financial Statements contained
in Item 14 herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and position of
individuals who are serving as the directors and executive officers of Holdings
and Operating Corp. Each director of Holdings and Operating Corp. will hold
office until the next annual meeting of stockholders or until his or her
successor has been elected and qualified. Officers of Holdings and Operating
Corp. are elected by their respective Boards of Directors and serve at the
discretion of such Boards.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Naresh K. Nakra............................... 53 President, CEO and Director
Alexander M. Seaver........................... 40 Director
Bradley R. Kent............................... 36 Director
Alfred Aragona................................ 58 Director
Terry R. Peets................................ 55 Director
Thomas W. Knuesel............................. 52 Vice President of Finance and Chief Financial Officer
James M. Lincoln.............................. 50 Vice President of Sales
Peter R. Lynn................................. 41 Vice President of Business Development & CIO
</TABLE>
-20-
<PAGE>
<TABLE>
<S> <C> <C>
Christopher A. Mathews........................ 45 Vice President of Manufacturing
Kenneth D. Toumey............................. 42 Vice President of Marketing
</TABLE>
NARESH K. NAKRA
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
Dr. Nakra has been President, CEO and a director of Holdings and
Operating Corp. since April 1998. From January 1993 to March 1998, he served as
President and CEO of Gruma Corporation, an U.S. subsidiary of Gruma, S.A.
ALEXANDER M. SEAVER
DIRECTOR
Mr. Seaver has been a director of Holdings and Operating Corp. since
April 1998. Mr. Seaver is a principal and founding member of Seaver Kent. Prior
to forming Seaver Kent in October 1996, Mr. Seaver was with InterWest Partners
from 1987 to 1996, where he was a general partner. At InterWest Partners, Mr.
Seaver focused on non-technology acquisitions, recapitalizations and late-stage
venture capital investments. Mr. Seaver has served on the board of directors of
a variety of companies including Bojangles', Cafe Valley, Heidi's Fine Desserts,
Java City and Pacific Grain Products.
BRADLEY R. KENT
DIRECTOR
Mr. Kent has been a director of Holdings and Operating Corp. since
April 1998. Mr. Kent is a principal and founding member of Seaver Kent. Prior to
forming Seaver Kent in October 1996, Mr. Kent was with InterWest Partners from
1993 to 1996, where he was a general partner. At InterWest, Mr. Kent focused on
non-technology acquisitions, recapitalizations and late-stage venture capital
investments. Mr. Kent has served on the board of directors of Cafe Valley,
Artco-Bell Holding and MidWest Folding Products.
ALFRED ARAGONA
DIRECTOR
Mr. Aragona has been a director of Holdings and Operating Corp. since
July 1998. Since April 1998, Mr. Aragona has served as Chairman and CEO of Cafe
Valley, a national baked goods company. Since 1996, Mr. Aragona has also served
as Chairman of Pacific Grain Products, Inc., an international grain company. Mr.
Aragona served as Chairman, CEO and President of Pacific Grain Products, Inc.
from 1992 to 1996. From 1986 to 1992, Mr. Aragona served as President and CEO of
Uncle Ben's, Inc.
-21-
<PAGE>
TERRY R. PEETS
DIRECTOR
Mr. Peets has been Chairman of the Board of Bruno's Supermarkets, Inc.
since 1999. Mr. Peets served as President, Chief Executive Officer and Director
at PIA Merchandising Company, Inc. as well as Executive Vice President of The
Vons Companies from 1995 to April 1997. Prior to joining Vons, Mr. Peets served
in various sales, marketing and operation roles as Senior Vice President for
Ralphs Grocery Company from 1977 to 1994, until he was named Executive Vice
President in 1994. Mr. Peets also serves as director of SuperMarkets Online, a
division of Catalina Marketing Corporation, a provider of in-store electronic
marketing services.
THOMAS W. KNUESEL
VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
Mr. Knuesel rejoined the Company in 1995 as the Vice President of
Finance and Chief Financial Officer. Prior to rejoining the Company, Mr. Knuesel
served as the Vice President of Finance of VEE Corporation from 1989 to 1995. He
served as the Vice President and Corporate Controller of the Company from 1986
to 1989 and as the Vice President and Controller of Carter-Day Co. from 1984 to
1986.
JAMES M. LINCOLN
VICE PRESIDENT OF SALES
Mr. Lincoln joined the Company in 1998 as the Vice President of Sales.
Prior to joining the Company, Mr. Lincoln was the President of Tool Division,
Mid America Hydraulic Repair, Inc. from 1997 to 1998. He served as Vice
President of Sales at Carlisle Plastics, Inc. from 1995 to 1997. Mr. Lincoln was
employed by James River Corporation from 1981 to 1995 and held various
positions, most recently as the Director of Sales.
PETER R. LYNN
VICE PRESIDENT OF BUSINESS DEVELOPMENT AND CHIEF INFORMATION OFFICER
Mr. Lynn joined the Company as the Vice President of Business
Development in 1998. Prior to joining the Company, Mr. Lynn was the Managing
Director for the National Association of Chain Drug Stores from 1997 to 1998. He
has also served as the Senior Vice President of Strategic Planning and Market
Research for ShopKo Stores, Inc. from 1993 to 1997.
CHRISTOPHER A. MATHEWS
VICE PRESIDENT OF MANUFACTURING
Mr. Mathews joined the Company in 1986 and served as the Vice President
of Operations--Minnesota. In June 1998, Mr. Mathews was appointed Vice President
of Manufacturing for all facilities. Prior to joining the Company, Mr. Mathews
served as the General Manager of Northern Mining Equipment Corporation from 1981
to 1986 and as the Mill Engineer of United States Steel from 1979 to 1981.
KENNETH D. TOUMEY
VICE PRESIDENT OF MARKETING
-22-
<PAGE>
Mr. Toumey joined the Company in 1998 as the Vice President of
Marketing. Prior to joining the Company, Mr. Toumey held a variety of Director
level positions from 1987 to 1998 with Diageo, PLC in the company's food
(Haagen-Dazs, Pregresso) and drink (Smirnoff vodka, Blossom Hill wine) business.
BOARD COMMITTEES
The Board of Directors of each of Holdings and Operating Corp. approved
the formation of an audit committee ("Audit Committee") and a compensation
committee ("Compensation Committee"). Mr. Seaver and Mr. Kent are the only
members of each of the Audit and Compensation Committees. No other Audit or
Compensation Committee members have been appointed, but the Board of Directors
of Holdings and Operating Corp. may appoint additional members in the future.
The Audit Committee will recommend to the Board of Directors the accounting firm
to be selected as independent auditors and review matters relating to public
disclosure, corporate practices, regulatory and financial reporting, accounting
procedures and policies, financial and accounting controls, and transactions
involving conflicts of interest. The Audit Committee will also review the
planned scope and results of audits, the annual reports of the stockholders, the
proxy statement and will make recommendations regarding approval to the Board of
Directors.
The Compensation Committee will review and make recommendations to the
Board of Directors from time to time regarding compensation of officers and
non-employee directors. The Compensation Committee will also administer the
Company's stock-based compensation and incentive plans and make decisions
regarding the grant of stock options and other awards to officers and employees
thereunder. Mr. Seaver also serves on the compensation committees of the boards
of directors of Java City and Pacific Grain Products.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation paid by the Company for
fiscal year 1997, 1998 and 1999 to its CEO during fiscal 1999 and to each of the
four other most highly compensated executive officers of the Company as of the
end of fiscal 1999 (collective, the "named executives").
-23-
<PAGE>
<TABLE>
<CAPTION>
(10) Number of
Other Securities
Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Options Compensation
--------------------------- ------- --------- ---------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
NARESH K. NAKRA 1999 390,000 115,000 - 381,608 11,262 (2)
President, Chief Executive Officer 1998 265,625 112,500 - 95,402 51,434 (8)
1997 - - - - -
CHRISTOPHER A. MATHEWS 1999 137,000 25,000 - 47,701 135,650 (3)
Vice President Manufacturing 1998 137,000 11,700 129,533 47,701 138,663 (9)
1997 128,000 81,957 - 20,000 13,022 (1)
THOMAS W. KNUESEL (11) 1999 147,000 12,000 - 47,701 135,650 (3)
Vice President of Finance and CFO 1998 137,000 11,700 129,533 47,701 138,663 (9)
1997 128,000 72,728 - 20,000 13,022 (1)
KENNETH D. TOUMEY 1999 130,000 13,000 - 23,850 -
Vice President of Marketing 1998 16,250 - - 23,850 -
1997 - - - - -
JAMES M. LINCOLN 1999 120,000 12,000 23,850
Vice President of Sales 1998 22,308 - 23,850 24,000 (5)
1997 - - -
PETER R. LYNN 1999 120,000 12,000 23,850 -
Vice President of Business Development 1998 10,462 - - 23,850 -
1997 - - - - -
RICHARD S. CAMPBELL 1999 105,050 - - - 278,200 (4)
Vice President Supply Chain 1998 134,500 11,700 129,533 47,701 138,982 (7)
1997 123,000 66,900 - 20,000 12,275 (6)
- -----------------------------
</TABLE>
(1) This amount includes the Company's contribution of $4,750 to 401(k)
and $8,272 to the profit sharing plan.
(2) This amount includes the Company's contribution of $4,800 to 401(k),
$4,800 to the profit sharing plan and $1,662 for additional life
insurance benefit.
(3) This amount includes the Company's contribution of $4,600 to 401(k);
$4,800 to the profit sharing plan and $126,250 change in control
(4) This amount represents the Company's contribution of $4,800 to 401(k);
$87,500 change in control; $42,900 annual bonus and $143,000 in
severance.
(5) Moving costs.
(6) This amount includes the Company's contribution of $2,892 to 401(k)
and $9,383 to the profit sharing plan.
(7) This amount includes the Company's contribution of $3,750 to 401(k);
$4,800 to the profit sharing plan; $42,932 of reimbursement for moving
expenses and $87,500 change in control.
(8) Moving costs.
(9) This amount includes the Company's contribution of $5,000 to 401(k);
$4,800 to the profit sharing plan and $129,063 change in control.
(10) 100% of other annual compensation consists of the excess of market
value over the price paid by the executive for common shares purchased
upon the exercise of options previously granted.
(11) After March 17, 2000, Thomas W. Knuesel is no longer employed by the
Company.
The option grants in 1999 for the named executive officers are shown in the
following table:
-24-
<PAGE>
<TABLE>
<CAPTION>
Potential Realizable
Value At Assumed Annual
Rates
Of Stock Price
Number Of Appreciation
Securities For Option Term
Underlying Exercise Of ------------------------
Option Base Price Expiration
Name and Principal Position Granted ($/share) Date 5% 10%
- ----------------------------------------------------------- ------------ ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Naresh K. Nakra............................................ 286,206 13.98 4/21/2008 2,516,308 6,376,818
President, Chief Executive Officer
</TABLE>
The number of option held and their value at year end of fiscal 1999 for the
named executive officers are shown in the following table:
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Number Of Options At Fiscal Options At
Shares Year-End Fiscal Year-End
Acquired On Value Exercisble/ Exercisble/
NAME AND PRINCIPAL POSITION Exercise Realized Unexercisable Unexercisable
- ----------------------------------------------------------- -------------- ---------- ------------------ ---------------
<S> <C> <C> <C> <C>
Naresh K. Nakra............................................ - - 238,505/143,103 0/0
President, Chief Executive Officer and Director
Christopher A. Mathews..................................... - - 20,869/26,832 0/0
Vice President Manufacturing
Thomas W. Knuesel.......................................... - - 20,869/26,832 0/0
Vice President of Finance and CFO
James M. Lincoln........................................... - - 7,453/16,397 0/0
Vice President of Sales
Kenneth D. Toumey......................................... - - 6,956/16,894 0/0
Vice President Marketing
Peter R. Lynn.............................................. - - 6,956/16,894 0/0
Vice President Business Development
Richard S. Campbell........................................ - - - -
Vice President - Supply Chain
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-25-
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF BENEFICIAL OWNERS OF MORE THAN 5%
OF THE ISSUER'S VOTING SECURITIES
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Percent of
Name and Address of Beneficial Owner Title of Class (number of shares) Class
- ------------------------------------------ ---------------------------- ------------------------ ---------------
<S> <C> <C> <C>
Seaver Kent-TPG Partners, L.P. Holdings Common Stock 2,659,320 (1) 56.60% (3)
430 Cowper Street - Suite 200
Palo Alto, CA 94301
Seaver Kent I Parallel, L.P. Holdings Common Stock 265,217 (2) 5.64% (4)
430 Cowper Street - Suite 200
Palo Alto, CA 94301
Alexander M. Seaver - - (5) -
Bradley R. Kent - - (6) -
Andrew M. Hunter, III Holdings Common Stock 289,736 19.54%
537 Herrington Road
Wayzata, Minnesota 55391
John L. Morrison Holdings Common Stock 109,350 7.38%
234 Edgewood Avenue
Wayzata, Minnesota 55391
Edward A. Michael Holdings Common Stock 97,272 6.56%
4901 Golf Share Blvd. Suite #201
Naples, Florida 34103
Alan S. McDowell Holdings Common Stock 87,751 5.92%
Box 25152
Jackson, Wyoming 83001
Robert J. Keith, Jr. Holdings Common Stock 86,206 5.79%
100 Bushaway Road
Wayzata, Minnesota 55391
- ------------------------------
</TABLE>
(1) Includes 300,216 shares acquired through the exercise of Warrants, 215
shares utilized for cashless exercise, and 2,358,889 shares issuable
upon exercise of Warrants.
(2) Includes 29,813 shares acquired through the exercise of Warrants, 22 shares
utilized for cashless exercise, and 235,382 shares issuable upon
exercise of Warrants.
(3) Includes 49.58% represented by unexercised, issuable Warrants as described
in note (1) above.
(4) Includes 4.95% represented by unexercised, issuable Warrants as described
in note (2) above.
(5) Seaver Kent-TPG Partners, L.P. is an entity affiliated with Alexander M.
Seaver. Mr. Seaver disclaims beneficial ownership of all shares owned
by such entity.
(6) Seaver Kent-TPG Partners, L.P. is an entity affiliated with Bradley R.
Kent. Mr. Kent disclaims beneficial ownership of all shares owned by
such entity.
-26-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
(number of shares) Percent of Class
--------------------------------------- ---------------------------
Holdings Holdings
Holdings Common Holdings Common Preferred
Name of Beneficial Owner Stock Preferred Stock Stock Stock
------------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Seaver Kent-TPG Partners, L.P. 2,659,320 (1) 22,636 56.60% (8) 48.78%
Seaver Kent I Parallel, L.P. 265,217 (2) 2,264 5.64% (9) 4.88%
Alexander M. Seaver - (3) - - -
Bradley R. Kent - (4) - - -
Alfred Aragona - - - -
Terry R. Peets - - - -
Naresh K. Nakra 117,344 (5) 1,000 2.50% (10) 2.16%
Christopher A. Mathews 50,721 (6) 400 1.08% (11) 0.86%
Thomas W. Knuesel 11,925 (7) 100 0.25% (12) 0.22%
James M. Lincoln - - - -
Kenneth D. Toumey - - - -
Peter R. Lynn - - - -
Richard S. Campbell - - - -
All Executive Officers and Directors 3,104,527 (13) 26,400 66.07% 56.90%
(thirteen persons)
</TABLE>
(1) Includes 300,216 shares acquired through the exercise of Warrants, 215
shares utilized for cashless exercise, and 2,358,889 shares issuable
upon exercise of Warrants.
(2) Includes 29,813 shares acquired through the exercise of Warrants, 22 shares
utilized for cashless exercise, and 235,382 shares issuable upon
exercise of Warrants.
(3) Seaver Kent-TPG Partners, L.P. and Seaver Kent I Parallel L.P. are entities
affiliated with Alexander M. Seaver. Mr. Seaver disclaims beneficial
ownership of all shares owned by such entities.
(4) Seaver Kent-TPG Partners, L.P. and Seaver Kent I Parallel L.P. are entities
affiliated with Bradley R. Kent. Mr. Kent disclaims beneficial
ownership of all shares owned by such entities.
(5) Includes 13,267 shares acquired through the exercise of Warrants, 10 shares
utilized for cashless exercise, and 104,067 shares issuable upon
exercise of Warrants.
(6) Includes 3,497 shares owned prior to the Recapitalization, 5,366 acquired
through the exercise of Warrants, 4 shares utilized for cashless
exercise, and 41,854 shares issuable upon exercise of Warrants.
(7) Includes 1,342 shares acquired through the exercise of Warrants, 1 share
utilized for cashless exercise, and 10,582 shares issuable upon
exercise of Warrants.
(8) Includes 49.58% represented by unexercised, issuable shares as described in
note (1) above.
(9) Includes 4.95% represented by unexercised, issuable shares as described in
note (2) above.
(10) Includes 2.19% represented by unexercised, issuable shares as described in
note (5) above.
(11) Includes 0.88% represented by unexercised, issuable shares as described in
note (6) above.
(12) Includes 0.22% represented by unexercised, issuable shares as described in
note (7) above.
(13) Includes all shares currently held and exercisable by entities affiliated
with a director as described in notes (1) and (2) above and all
shares currently held and issuable as described in notes (5) through
(7) above.
-27-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Recapitalization, the Company entered into a
ten-year agreement (the "Management Advisory Agreement") with Seaver Kent
pursuant to which Seaver Kent will be entitled to receive from the Company (but,
at its discretion, may waive) an annual fee for management advisory services
equal to the greater of $200,000 and 0.05% of the budgeted consolidated net
sales of the Company. In addition, the Company agreed to indemnify Seaver Kent,
its affiliates and shareholders, and their respective directors, officers,
agents, employees and affiliates from and against all claims, actions,
proceedings, demands, liabilities, damages, judgments, assessments, losses and
costs, including fees and expenses, arising out of or in connection with the
services rendered by Seaver Kent thereunder. The Management Advisory Agreement
makes available the resources of Seaver Kent concerning a variety of financial
and operational matters. The services that will be provided by Seaver Kent
cannot otherwise be obtained by the Company without the addition of personnel or
the engagement of outside professional advisors.
In connection with the Recapitalization, the Company also entered into an
agreement (the "Transaction Advisory Agreement") with Seaver Kent pursuant to
which Seaver Kent received a cash financial advisory fee of approximately $2.75
million upon the closing of the Recapitalization as compensation for its
services as financial advisor for the Recapitalization. Seaver Kent also will be
entitled to receive (but, at its discretion, may waive) fees of up to 1.5% of
the "transaction value" for each subsequent transaction in which the Company is
involved. The term "transaction value" means the total value of any subsequent
transaction, including, without limitation, the aggregate amount of the funds
required to complete the subsequent transaction (excluding any fees payable
pursuant to the Transaction Advisory Agreement and fees, if any, paid to any
other person or entity for financial advisory, investment banking, brokerage or
any other similar services rendered in connection with such transaction)
including the amount of any indebtedness, preferred stock or similar items
assumed (or remaining outstanding).
The Stockholders paid (from the proceeds of the Equity Repurchase) certain
other financial advisory, legal and accounting fees and expenses incurred by the
Company in connection with the Recapitalization.
Holdings and its subsidiaries entered into a tax sharing agreement
providing, among other things, that each of the subsidiaries will reimburse
Holdings for its share of income taxes determined as if such subsidiary had
filed its tax returns separately from Holdings.
Immediately following the consummation of the Recapitalization, certain of
the Stockholders continue to hold 22.5% of the outstanding shares of Holdings
Common Stock after giving effect to the full exercise of the Warrants. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition."
-28-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) Documents filed as a part of this report:
(1) Consolidated Financial Statements See Index to Consolidated
Financial Statements on page ___
(2) Financial Statement Schedules Financial Statement Schedules
have been omitted because they are not required or are not
applicable, or because the information required to be set
forth therein either is not material or is included in the
Consolidated Financial Statements or related notes.
(3) Exhibits See Exhibit Index on pages ___ through ___.
(b) Reports on Form 8-K No reports on Form 8-K were filed by the Company
during the fourth quarter of the year ended December 31, 1999.
(c) Exhibits
See Exhibit Index on pages __ through __.
(d) Other Financial Statements
Not applicable.
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 OPERATING CORP. (Registrant)
By: /s/ Naresh K. Nakra
------------------------------------------
Naresh K. Nakra President and Chief Executive
Officer
Date: March 30, 2000
-29-
<PAGE>
[LOGO]
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Consolidated Financial Statements and
Supplemental Schedule as of
December 31, 1999 and 1998
Together with Report of
Independent Public Accountants
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Index to Consolidated Financial Statements
Report of Independent Public Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Schedule II-Valuation and Qualifying Accounts and Reserves
<PAGE>
[LOGO]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Diamond Brands Incorporated:
We have audited the accompanying consolidated balance sheets of Diamond Brands
Incorporated (a Minnesota corporation) and Subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the three years in the period ended
December 31, 1999. These consolidated financial statements and the schedule
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Diamond Brands
Incorporated and Subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1998, in conformity with accounting principles
generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. Schedule II is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 8, 2000
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31
(In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
1999 1998
-------- --------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Accounts receivable, net of allowances of $1,354 and $1,035 $14,311 $12,379
Inventories 12,084 11,966
Deferred income taxes 2,671 4,196
Prepaid expenses and other current assets 590 980
Net assets from discontinued operations 1,589 26,508
--------- --------
Total current assets 31,245 56,029
--------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land 558 558
Buildings and improvements 6,259 6,099
Machinery and equipment 29,581 25,819
--------- --------
Property, plant and equipment, at cost 36,398 32,476
Less- Accumulated depreciation (20,210) (17,978)
--------- --------
Property, plant and equipment, net 16,188 14,498
GOODWILL 24,381 25,100
DEFERRED INCOME TAXES 10,212 -
DEFERRED FINANCING COSTS AND OTHER ASSETS 7,988 8,777
--------- --------
Total assets $90,014 $104,404
--------- --------
--------- --------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-term debt $4,625 $2,750
Accounts payable 5,768 5,801
Accrued expenses 7,702 10,032
--------- --------
Total current liabilities 18,095 18,583
POSTRETIREMENT BENEFIT OBLIGATIONS 1,497 1,559
DEFERRED INCOME TAXES - 20
LONG-TERM DEBT, net of current maturities 228,736 226,373
--------- --------
Total liabilities 248,328 246,535
--------- --------
COMMITMENTS AND CONTINGENCIES (Notes 8, 9 and 10)
REDEEMABLE PREFERRED STOCK, $0.01 par value, 1,000,000 shares authorized; 46,400
and 46,900 shares issued and outstanding, net of subscription receivable of
$917 and $1,167 41,684 36,068
STOCKHOLDERS' DEFICIT:
Common stock, $0.01 par value, 50,000,000 shares authorized; 1,482,600
and 1,489,308 shares issued and outstanding 15 15
Warrants 10,484 10,614
Additional paid-in capital 1,488 1,488
Accumulated deficit (211,985) (190,316)
--------- --------
Total stockholders' deficit (199,998) (178,199)
--------- --------
Total liabilities and stockholders' deficit $90,014 $104,404
--------- --------
--------- --------
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Operations
For the Years Ended December 31
(In Thousands)
<TABLE>
<CAPTION>
1999 1998 1997
-------- --------- --------
<S> <C> <C> <C>
NET SALES $104,694 $98,377 $94,070
COST OF SALES 64,952 63,837 60,820
-------- --------- --------
Gross profit 39,742 34,540 33,250
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 12,912 16,564 9,276
GOODWILL AMORTIZATION 720 720 720
-------- --------- --------
Operating income 26,110 17,256 23,254
INTEREST EXPENSE 25,278 19,646 3,067
-------- --------- --------
Income (loss) before provision (benefit) for
income taxes 832 (2,390) 20,187
PROVISION (BENEFIT) FOR INCOME TAXES (Note 7) 621 (2,081) 1,376
-------- --------- --------
Income (loss) from continuing operations 211 (309) 18,811
DISCONTINUED OPERATIONS (Note 3)
Income (loss) from discontinued operations, net of income tax benefit of
$2,628, $1,483 and $0, respectively (3,941) (2,222) 1,818
Loss on disposal, net of income tax benefit of $8,136, $0 and $0 (12,203) - -
-------- --------- --------
Gain (loss) from discontinued operations (16,144) (2,222) 1,818
-------- --------- --------
PREFERRED STOCK DIVIDENDS AND ACCRETION (5,736) (3,557) -
-------- --------- --------
Net income (loss) applicable to common stock $(21,669) $(6,088) $20,629
-------- --------- --------
-------- --------- --------
UNAUDITED PRO FORMA NET INCOME (LOSS) FROM CONTINUING OPERATIONS (Note 7):
Income (loss) before provision (benefit) for income taxes $832 $(2,390) $20,187
Pro forma income tax provision (benefit) 621 (1,000) 8,100
-------- --------- --------
Pro forma net income (loss) from continuing operations $211 $(1,390) $12,087
-------- --------- --------
-------- --------- --------
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit)
(In Thousands, Except Share Amounts)
<TABLE>
<CAPTION>
Common Stock Retained
-------------------------- Additional Earnings
Number of Par Paid-In (Accumulated
Shares Value Warrants Capital Deficit) Total
---------- ----------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 16,112,500 $ 161 $ -- $ 774 $ 16,819 $ 17,754
Distribution declared to stockholders -- -- -- -- (10,453) (10,453)
Net income -- -- -- -- 20,629 20,629
---------- ----------- ---------- ----------- ------------ -----------
BALANCE, December 31, 1997 16,112,500 161 -- 774 26,995 27,930
Distribution declared to stockholders -- -- -- -- (1,850) (1,850)
Exercise of stock options 90,000 1 -- 1,257 -- 1,258
Repurchase of common stock (15,129,232) (151) -- (1,897) (209,373) (211,421)
Sale of warrants -- -- 11,994 -- -- 11,994
Exercise of warrants 417,382 4 (1,354) 1,354 -- 4
Repurchase of common stock and warrants (1,342) -- (26) -- -- (26)
Preferred stock dividends and accretion -- -- -- -- (3,557) (3,557)
Net loss -- -- -- -- (2,531) (2,531)
---------- ----------- ---------- ----------- ------------ -----------
BALANCE, December 31, 1998 1,489,308 15 10,614 1,488 (190,316) (178,199)
Repurchase of common stock and warrants (6,708) -- (130) -- (130)
Preferred stock dividends and accretion -- -- -- -- (5,736) (5,736)
Net loss -- -- -- -- (15,933) (15,933)
---------- ----------- ---------- ----------- ------------ -----------
BALANCE, December 31, 1999 1,482,600 $ 15 $ 10,484 $ 1,488 $ (211,985) $ (199,998)
---------- ----------- ---------- ----------- ------------ -----------
---------- ----------- ---------- ----------- ------------ -----------
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31
(In Thousands)
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (15,933) $ (2,531) $ 20,629
Net assets of discontinued operations 24,919 2,890 (29,398)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities of continuing operations-
Depreciation and amortization 4,167 4,448 4,024
Deferred income taxes (8,707) (4,176) 1,376
Accretion of discount on debentures 6,538 4,093 --
Change in operating assets and liabilities:
Accounts receivable (1,932) (2,589) 78
Inventories (118) 126 (302)
Prepaid expenses and other current assets 390 (719) 42
Accounts payable (33) 2,594 (627)
Accrued expenses (2,330) 3,025 (1,015)
Other liabilities (62) (27) 35
--------- --------- ---------
Net cash provided by (used in) operating activities
of continuing operations
6,899 7,134 (5,158)
--------- --------- ---------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,966) (2,113) (2,275)
--------- --------- ---------
Net cash used in investing activities of continuing operations (3,966) (2,113) (2,275)
--------- --------- ---------
FINANCING ACTIVITIES:
Borrowings under revolving line of credit 27,350 34,900 30,300
Repayments under revolving line of credit (26,900) (39,600) (29,100)
Long-term debt borrowings -- 225,105 21,000
Repayments of long-term borrowings (2,750) (44,872) (7,548)
Distribution paid to stockholders -- (5,454) (6,849)
Repurchase of common stock -- (211,421) --
Debt issuance costs (383) (9,420) (370)
Net proceeds from preferred stock and warrants -- 45,783 --
Preferred stock issuance costs -- (1,254) --
Exercise of options -- 1,258 --
Exercise of warrants -- 4 --
Repurchase of preferred stock and warrants (250) (50) --
--------- --------- ---------
Net cash provided by (used in) financing activities of
continuing operations
(2,933) (5,021) 7,433
--------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS -- -- --
CASH AND CASH EQUIVALENTS, beginning of year -- -- --
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year $ -- $ -- $ --
--------- --------- ---------
--------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for-
Interest $ 16,933 $ 11,443 $ 4,206
--------- --------- ---------
--------- --------- ---------
Income taxes $ 7 $ 20 $ 283
--------- --------- ---------
--------- --------- ---------
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES:
Distribution to stockholders declared but not yet paid $ -- $ -- $ 3,604
--------- --------- ---------
--------- --------- ---------
Subscription receivable for preferred stock issuance $ -- $ 1,217 $ --
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
1. BASIS OF PRESENTATION AND BUSINESS DESCRIPTION:
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. (Forster) and Empire Candle, Inc. (Empire) after
elimination of all material intercompany balances and transactions. Holdings,
Operating Corp. and its wholly owned subsidiaries are referred to collectively
as the Company.
The consolidated financial statements have been restated to reflect the candle
operations as a discontinued operation as further discussed in Note 3. Unless
indicated otherwise, all financial information in the notes to consolidated
financial statements excludes discontinued operations.
The Company is a leading manufacturer and marketer of a broad range of consumer
products, including wooden matches and firestarters; plastic cutlery and straws;
and toothpicks, clothespins and wooden crafts. The Company's products are
marketed primarily in the United States and Canada under the nationally
recognized Diamond and Forster brand names. During 1999, 1998 and 1997, one
customer accounted for 19%, 18% and 17% of gross sales, respectively.
2. SIGNIFICANT RISKS AND UNCERTAINTIES:
The Company is subject to a variety of risks and uncertainties during the normal
course of its business, including, but not limited to, substantial leverage,
highly competitive markets for certain of the Company's products, a high degree
of customer concentration, dependence on raw material availability and pricing,
possible disruptions in the Company's computer or telephone systems,
availability of qualified labor resources and dependence on shipping services at
cost-effective levels.
As a result of the Recapitalization, the Company is highly leveraged. The
Company's high degree of leverage may have important consequences for the
Company, including that (i) the ability of the Company to obtain additional
financing, if necessary, for working capital, capital expenditures, acquisitions
or other purposes may be impaired, or such financing may not be available on
terms favorable to the Company; (ii) a substantial portion of the Company's cash
flow will be used to pay the Company's interest expense and, in the cases of
indebtedness incurred in the future, possible principal repayments, which will
reduce the funds that would otherwise be available to the Company for its
operations and future business opportunities; (iii) a substantial decrease in
net operating cash flows or an increase in expenses of the Company could make it
difficult for the Company to meet its debt service requirements and force it to
modify its operations; (iv) the Company may be more highly leveraged than its
competitors, which may place it at a competitive disadvantage; and (v) the
Company's high degree of leverage may make it more vulnerable to a downturn in
its business, the general economy or interest rate increases. Any inability of
the Company to service its indebtedness or to obtain additional financing, as
needed, would have a material adverse effect on the Company's business.
<PAGE>
-2-
During 1999, the Company obtained a waiver to exclude certain costs in the
calculation of earnings before interest, taxes, depreciation and amortization
(EBITDA) in order to be in compliance with all covenants as of December 31,
1998. Additionally, the Company obtained an amendment on financial covenants
through December 31, 2000. At December 31, 1999, the Company was in compliance
with such covenants. The Company, based upon its operating plan, expects to
comply with all financial covenants for 2000. If the operating plan is not met,
the Company believes it has the ability to manage its cash flows and
discretionary spending to maintain the compliance. Beginning March 31, 2001, the
financial covenants will revert to the original covenants and will require
improved fixed-charge and interest coverages and reduced maximum leverage.
The markets for certain of the Company's products are highly competitive. The
Company competes, particularly with respect to cutlery products, with a number
of domestic manufacturers which are larger and have significantly greater
resources than the Company. In addition, the Company competes with foreign
manufacturers, particularly those located in Sweden, Chile, Brazil, Japan, China
and Korea, which may have lower manufacturing costs than those of the Company.
The Company believes that the barriers to entry into the Company's business are
relatively low, and there can be no assurance that the Company will not face
greater competition from existing or additional manufacturers in the future. The
Company cannot predict the pricing or promotional activities of its competitors
or their effects on the Company's ability to market and sell its products.
Attempts by existing or new competitors seeking to gain or retain market share
by reducing prices or through other promotional activities could have a material
adverse effect on the Company's business, financial condition and operating
results. In addition, there can be no assurance that the Company's sales volume
or market shares would not be adversely affected by consumer reaction to higher
prices or that industry manufacturing capacity will not change so as to create
an imbalance of supply and demand in future periods.
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 year ended December 31, 1999,
sales to the Company's top 10 customers accounted for approximately 50% of the
Company's gross sales, with one customer, Wal-Mart, accounting for approximately
19% of gross sales. The loss of Wal-Mart or other significant customers or a
significant reduction in their purchases from the Company could have a material
adverse effect on the Company's business, financial condition and operating
results.
The primary raw materials used by the Company are generally available from
multiple suppliers, and the Company has not experienced any significant
interruption in the availability of such materials. However, the price of
polystyrene resin, the key raw material from which the Company's cutlery
products are produced, can be volatile. The polystyrene resin used by the
Company is produced from petrochemical intermediates which are, in turn, derived
from petroleum. Polystyrene resin prices may fluctuate as a result of, among
other things, worldwide changes in natural gas and crude oil prices and supply,
as well as changes in supply and demand for polystyrene resin and the
petrochemical intermediates from which it is produced. Among other industries,
the automotive and housing industries are significant users of polystyrene
resin. As a result, significant changes in worldwide capacity and demand in
these other industries may cause significant fluctuations in the prices of
polystyrene resin. Although the Company has generally passed these price changes
to customers on a delayed basis, there can be no assurance that the Company will
be able to purchase polystyrene resin at prices that can adequately be passed on
to customers. Although the Company has entered into a long-term
<PAGE>
-3-
supply contract with a major supplier of polystyrene resin, under which the
Company believes it receives the lowest price available to any customer
purchasing similar volume and receives short-term price protection during
periods of rising prices, there can be no assurance that this transaction
would reduce the impact on the Company of changes in polystyrene resin prices.
Other primary raw materials required by the Company in its business include
birch and maple wood to produce the Company's toothpick, clothespin and
woodencraft products, and aspen wood and commodity chemicals to produce the
Company's wooden match products. Other raw materials include paperboard and
corrugated cardboard. Significant increases in the prices of such raw materials
could have a material adverse effect on the Company's business, financial
condition and operating results. Although the Company believes that sources of
its principal raw materials will continue to be adequate to meet requirements
and that alternative sources are available, there can be no assurance that
severe shortages of raw materials, will not occur in the future.
3. DISCONTINUED OPERATIONS:
Effective September 30, 1999, the board of directors of the Company approved the
divestiture of the candle operations of the Company and recorded a total charge
for the loss from discontinued operations of approximately $18,500,000, net of
tax. For segment reporting purposes, the candle operations were previously
reported as the candles reportable segment.
On December 14, 1999, the Company entered into an agreement for purchase and
sale of the assets of Empire. The agreement provided for the sale of certain
assets and liabilities of Empire for a total consideration of approximately
$2,900,000. The sale resulted in a decrease of the net loss on disposal of
discontinued operations of $2,300,000, net of tax, during the fourth quarter of
1999.
Net assets from discontinued operations consisted of the following as of
December 31 (in thousands):
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Accounts receivable, net $ 2,089 $ 3,715
Inventories -- 10,406
Prepaid expenses -- 19
Property, plant and equipment, net -- 3,232
Goodwill, net -- 12,671
Accounts payable and accrued expenses (500) (3,535)
------------ ------------
Net assets from discontinued
operations $ 1,589 $ 26,508
------------ ------------
------------ ------------
</TABLE>
Net sales from discontinued operations were $15.7 million, $21.9 million and
$24.0 million for the years ended December 31, 1999, 1998 and 1997,
respectively.
4. RECAPITALIZATION:
Holdings, its existing stockholders (the Stockholders), Seaver Kent-TPG
Partners, L.P. and Seaver Kent I Parallel, L.P. (collectively, the Sponsors)
entered into a recapitalization agreement dated March 3, 1998 (the
Recapitalization Agreement), which provided for the Recapitalization
<PAGE>
-4-
of Holdings. Pursuant to the Recapitalization Agreement, the Sponsors and other
investors purchased from Holdings, for an aggregate purchase price of
$47,000,000, shares of pay-in-kind preferred stock of Holdings (Holdings
Preferred Stock), together with warrants (the Warrants) to purchase shares of
common stock of Holdings (Holdings Common Stock). The shares of Holdings Common
Stock issuable upon the full exercise of the Warrants would represent 77.5% of
the outstanding shares of Holdings Common Stock after giving effect to such
issuance. In addition, Holdings purchased (the Equity Repurchase) for
$211,421,000, subject to certain working capital adjustments, from the
Stockholders, all outstanding shares of Holdings' capital stock other than
shares (the Retained Shares) of Holdings Common Stock having an implied value
(based solely on the per share price to be paid in the Equity Repurchase) of
$15,000,000 (the Implied Value), which will continue to be held by certain of
the Stockholders. The Retained Shares will represent 22.5% of the outstanding
shares of Holdings Common Stock after giving effect to the full exercise of the
Warrants. Holdings, the Sponsors and the holders of the Retained Shares also
entered into a stockholders' agreement pursuant to which, among other things,
the Sponsors have the ability to direct the voting of outstanding shares of
Holdings Common Stock in proportion to their ownership of such shares as if the
Warrants were exercised in full. Accordingly, the Sponsors have voting control
of Holdings commencing upon the Recapitalization.
In connection with the Recapitalization, Holdings organized Operating Corp. and,
immediately prior to the consummation of the Recapitalization, Holdings
transferred substantially all of its assets and liabilities to Operating Corp.
Holdings' future operations are limited to owning the stock of Operating Corp.
Operating Corp. repaid substantially all of the Company's funded debt
obligations existing immediately before the consummation of the Recapitalization
in the amount of $51,834,000 (the Debt Retirement).
Funding requirements for the Recapitalization were $296,470,000 (including the
Implied Value of the Retained Shares) and were satisfied through the Retained
Shares and the following: (i) the purchase by the Sponsors and other investors
of Holdings Preferred Stock and the Warrants for $47,000,000 ($45,783,000 in
cash and $1,217,000 in officer notes receivables); (ii) $45,105,000 of gross
proceeds from the offering of 12.875% senior discount debentures (the
Debentures); (iii) $80,000,000 of borrowings under senior secured term loan
facilities (the Term Loan Facilities) provided by a syndicate of lenders
(collectively, the Banks); (iv) $10,582,000 of borrowings under a senior secured
revolving credit facility (the Revolving Credit Facility and, together with the
Term Loan Facilities, the Bank Facilities) with availability of up to
$25,000,000 provided by the Banks; and (v) $100,000,000 of gross proceeds from
the sale by Operating Corp. of 10.125% senior subordinated notes (the Notes).
The Equity Repurchase, the Debentures, the Debt Retirement, the issuance and
sale by Holdings of Holdings Preferred Stock and the Warrants, the borrowing by
Operating Corp. of funds under the Bank Facilities and the issuance and sale by
Operating Corp. of the Notes are referred to herein collectively as the
Recapitalization. The Recapitalization was accounted for as a recapitalization
transaction for accounting purposes.
5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
RECLASSIFICATIONS
Certain reclassifications have been made in the 1998 and 1997 financial
statements to conform to the 1999 presentation. Such reclassifications had no
effect on previously reported results of operations or stockholders' equity
(deficit).
<PAGE>
-5-
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Significant estimates include allowance for doubtful accounts and inventory
obsolescence reserves. Ultimate results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts reported in the consolidated balance sheets at December 31,
1999 and 1998 for accounts receivable and payable approximate fair value due to
the immediate or short-term maturity of these financial instruments. As the
interest rates on the revolving line of credit, term loan facilities and term
note are reset monthly based on current market rates, the carrying value of
these financial instruments approximates fair value. The fair value of the Notes
and the Debentures as of December 31, 1999, based upon quoted market prices,
were $77,000,000 and $18,480,000, respectively. The fair value of the Notes and
the Debentures as of December 31, 1998, based upon quoted market prices, were
$90,000,000 and $31,920,000, respectively. The fair value of interest rate
exchange agreements are described in Note 6.
INVENTORIES
Inventories are stated at the lower of first-in, first-out cost or market and
include materials, labor and overhead.
Inventories consisted of the following as of December 31 (in thousands):
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Raw materials $3,409 $3,858
Work in process 458 462
Finished goods 8,217 7,646
------- -------
Total $12,084 $11,966
------- -------
------- -------
</TABLE>
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation for financial
reporting purposes is provided on the straight-line method over estimated useful
lives of 5 to 29 years for buildings and improvements and 3 to 10 years for
machinery and equipment. Maintenance and repairs are charged to expense as
incurred.
GOODWILL
Goodwill represents the costs of acquisitions in excess of the fair value of the
net assets acquired and is amortized using the straight-line method over
40 years. Accumulated amortization as of December 31, 1999 and 1998 was
$3,479,000 and $2,760,000, respectively.
The Company periodically evaluates whether events and circumstances have
occurred that may affect the realizable nature of goodwill and other long-lived
assets. If such events or
<PAGE>
-6-
circumstances were to indicate that the carrying amount of these assets would
not be recoverable, an impairment loss would be recognized.
During the third quarter of 1999, goodwill and other long-lived assets were
adjusted in conjunction with the loss on discontinued operations as discussed in
Note 3. No further impairment has been recognized for the year ended December
31, 1999.
DEFERRED FINANCING COSTS
Deferred financing costs consist of debt issuance costs and are being amortized
over the lives of the underlying debt agreements.
REVENUE RECOGNITION
Revenue for products sold is recognized at the time of shipment.
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS No. 137, to be effective for fiscal
years beginning after June 15, 2000 (for the Company, beginning January 1,
2001). SFAS No. 133 establishes accounting and reporting standards requiring
that every derivative instrument, including certain derivative instruments
imbedded in other contracts, be recorded in the balance sheet as either an asset
or liability measured at its fair value. SFAS No. 133 requires that changes in
the derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met. The Company believes the adoption of SFAS No. 133 will
not have a material impact on the Company's future financial position or results
of operations.
6. LONG-TERM DEBT:
Long-term debt consisted of the following as of December 31 (in thousands):
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Revolving line of credit, interest at prime rate (8.50% as of
December 31, 1999) plus 2.00% $ 750 $ 300
Senior subordinated notes, interest at 10.125%, due 2008 100,000 100,000
Senior discount debentures, interest at 12.875%, due 2009 84,000 84,000
Term loan facility, interest at LIBOR (6.25% as of December 31, 1999)
plus 3.50%, through 2006 49,125 49,625
Term loan facility, interest at LIBOR plus 3.00%, through 2005 27,750 30,000
----------- -----------
Total debt 261,625 263,925
Less- Discount (28,264) (34,802)
Less- Current maturities (4,625) (2,750)
----------- -----------
Total long-term debt $ 228,736 $ 226,373
----------- -----------
----------- -----------
</TABLE>
In April 1998, the Company completed offerings of $100,000,000 of 10.125% Notes
and $84,000,000 of 12.875% Debentures with an original issue discount of
$38,895,000. The net proceeds to the Company for the offering, after discounts,
commissions and other offering
<PAGE>
-7-
costs, were $138,400,000 and were used to repay all outstanding indebtedness
and to repurchase common stock of the Company.
The Company has the option to redeem the Debentures prior to maturity at
106.438% of par on and after April 15, 2003, and thereafter at prices declining
annually to 100% of par on and after April 15, 2006. On April 15, 2003, the
Company is required to redeem Debentures with an aggregate principal amount at
maturity of $33,200,000 multiplied by the pro rata amount of the $84,000,000 in
Debentures outstanding.
The Company also entered into a bank credit agreement which provides for
$80,000,000 in Term Loan Facilities and a $25,000,000 Revolving Credit Facility
through 2004, collectively referred to as the Bank Facilities. The Company's
obligations under the Bank Facilities are guaranteed by Operating Corp.'s
subsidiaries and are secured by liens on Operating Corp.'s and its subsidiaries'
assets and capital stock. As of December 31, 1999, the Company had $4.7 million
available for borrowing under the Revolving Credit Facility as limited under the
financial covenant defined as the maximum leverage ratio
Revolving line of credit (revolver) data is as follows for the years ended
December 31 (dollars in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Revolver borrowings at year-end $ 750 $ 300 $ 5,000
Average daily revolver borrowings 4,436 5,029 7,015
Highest total revolver borrowings 10,150 8,950 10,700
Weighted average interest rates:
Based on average daily borrowings 11.36% 9.34% 8.14%
</TABLE>
The Company has entered into interest rate exchange agreements with financial
institutions that limit its exposure to interest rate volatility by effectively
converting a portion of variable rate debt to fixed rate debt. As of December
31, 1999 and 1998, the notional principal amount of these agreements totaled
$55,000,000, with fixed LIBOR rates ranging from 5.93% to 5.98%. Of this amount,
$15,000,000 expires in 2001 and $40,000,000 expires in 2003. Notional amounts
are not reflective of the Company's obligations under these agreements because
the Company is only obligated to pay the net amount of interest rate
differential between the fixed and variable LIBOR rates in the contracts. As of
December 31, 1999 and 1998, the fair value of all outstanding contracts, which
represents the estimated amount that the bank would receive or pay to terminate
the swap agreements at the reporting date taking into account current interest
rates and the current creditworthiness of the swap counterparties, was a net
receivable position of $1,120,957 and net payable position of $1,637,000,
respectively.
The Bank Facilities contain a number of covenants that, among other things,
limit additional indebtedness, liens, capital expenditures, sales of assets,
prepayment on other indebtedness or amendments to certain debt instruments,
dividends and acquisitions. In addition, the Bank Facilities contain financial
covenants which require Operating Corp. to maintain specified financial ratios,
including minimum fixed-charge coverage, leverage and interest coverage. The
Notes and Debentures covenants are also based upon the covenants of the Bank
Facilities.
The Company obtained a waiver in February 1999 to include certain costs
associated with customer allowances and inventory adjustments, primarily at the
Empire facility, in the
<PAGE>
-8-
definition of EBITDA, to be in compliance with all covenants as of December
31, 1998. In March 1999, an amendment on financial ratio covenants for future
periods was approved. At December 31, 1999, the Company was in compliance
with all such covenants.
Future maturities of long-term debt were as follows as of December 31, 1999 (in
thousands):
<TABLE>
<CAPTION>
<S> <C>
2000 $4,625
2001 5,000
2002 6,125
2003 39,700
2004 7,250
Thereafter 198,925
--------
$261,625
--------
--------
</TABLE>
7. INCOME TAXES:
Effective January 1, 1997, the Company converted from a C corporation to an S
corporation due to a change in tax laws allowing entities with subsidiaries to
elect this status. Net deferred tax assets as of December 31, 1996 are reflected
as a charge in the 1997 consolidated statement of operations.
Effective with the Recapitalization (see Note 4) in April 1998, the Company
elected C corporation status and began accounting for income taxes using the
liability method. Under this method, deferred income taxes were recognized for
temporary differences between the tax and financial reporting bases of the
Company's assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Based on the election, the
Company reinstated net deferred tax assets and liabilities of $1,421,000 in
April 1998, which increased the tax benefit for the year ended December 31,
1998.
The taxable income or loss of the Company for the period from January 1, 1997 to
the Recapitalization is included in the individual returns of 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 in 1997
and through April 20, 1998.
The Company's income tax provision (benefit) for the years ended December 31
consisted of the following, including the benefit from the loss from
discontinued operations (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ (1,226) $ 536 $ --
State (210) 76 --
Deferred (8,707) (4,176) 1,376
-------- -------- --------
$(10,143) $ (3,564) $ 1,376
-------- -------- --------
-------- -------- --------
</TABLE>
<PAGE>
-9-
A reconciliation from the federal statutory tax rate to the effective tax
rate for the periods in which the Company was a C corporation for income tax
purposes was as follows:
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Federal statutory tax rate (35.0)% (35.0)%
State income taxes, net of federal effect (6.0) (6.0)
Goodwill amortization 2.1 2.9
S corporation earnings -- (17.0)
Nondeductible transaction costs -- 19.6
Restoration of net deferred tax asset upon conversion -- (23.3)
Other items, net* -- 0.3
--------- ---------
Effective income tax rate (38.9)% (58.5)%
--------- ---------
--------- ---------
</TABLE>
* None of these items individually exceeds 5% of federal tax at the statutory
rate on earnings (loss) before income taxes.
Components of deferred income taxes are as follows (in thousands):
<TABLE>
<CAPTION>
December 31
----------------------------
1999 1998
-------- --------
<S> <C> <C>
Current deferred tax assets:
Inventory reserves $ 670 $ 432
Postretirement benefits 653 648
Allowances for doubtful accounts 508 514
Workers' compensation 386 404
Net operating loss carryforward -- 2,035
Other 454 163
-------- --------
Total current deferred tax assets $ 2,671 $ 4,196
-------- --------
-------- --------
Long-term deferred tax assets (liabilities):
Net operating loss carryforward 10,565 --
Depreciation (353) (20)
-------- --------
Total long-term deferred tax assets (liabilities) $ 10,212 $ (20)
-------- --------
-------- --------
</TABLE>
The unaudited pro forma income tax expense (benefit) from continuing operations
is presented assuming the Company had been a C corporation since January 1,
1997, using an effective income tax rate of 75%, (42)% and 40% for the years
ended December 31, 1999, 1998 and 1997, respectively.
8. EMPLOYEE BENEFITS:
PENSION AND POSTRETIREMENT BENEFITS
The Company has a defined benefit pension plan to cover certain hourly
employees, which was suspended as of October 1, 1994. Participants will continue
to vest in nonvested benefits
<PAGE>
-10-
existing at October 1, 1994. The Company will continue to pay accrued
benefits and has no intention to terminate the plan. In addition, the Company
provides certain postretirement health and life insurance benefits for all
Operating Corp. bargaining unit employees who retire with ten or more years
of service. The Company also provides certain postretirement life insurance
benefits to eligible Forster employees who retire and have attained age 55
with 20 or more years of service.
In December 1998, the Company adopted SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits," an amendment of SFAS Nos. 87,
88 and 106. SFAS No. 132 requires revised disclosures about pension and other
postretirement benefit plans.
The change in projected benefit obligation and plan assets consisted of the
following for the years ended December 31 (in thousands):
<TABLE>
<CAPTION>
Pension Postretirement
Benefits Benefits
------------------------ ------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Projected benefit obligation, beginning of the year $ 5,480 $ 5,454 $ 1,559 $ 1,586
Service cost -- -- 40 39
Interest cost 386 386 110 110
Actuarial (gain) loss (73) (22) (115) (103)
Benefits paid (306) (338) (97) (73)
Projected benefit obligation, end of the year $ 5,487 $ 5,480 $ 1,497 $ 1,559
--------- --------- --------- ---------
--------- --------- --------- ---------
Change in plan assets:
Fair value of plan assets, beginning of year $ 6,035 $ 6,111 $ -- $ --
Actual return on plan assets 620 240 -- --
Employer contributions 10 22 97 73
Benefits paid (306) (338) (97) (73)
--------- --------- --------- ---------
Fair value of plan assets, end of year $ 6,359 $ 6,035 $ -- $ --
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The funded status of the Company's plans were as follows as of December 31 (in
thousands):
<TABLE>
<CAPTION>
Pension Postretirement
Benefits Benefits
------------------------ ------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Funded status $ 872 $ 555 $ (1,497) $ (1,559)
Unrecognized actuarial gain (614) (362) -- --
Unrecognized prior service cost 27 53 -- --
--------- --------- --------- ---------
Prepaid (accrued) benefit cost $ 285 $ 246 $ (1,497) $ (1,559)
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
<PAGE>
-11-
The following weighted average assumptions were used to account for the plans
for the years ended December 31:
<TABLE>
<CAPTION>
Pension Postretirement
Benefits Benefits
------------------------ ------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Discount rate 6.5%-7.3% 6.5%-7.3% 7.0% 7.0%-7.5%
Expected return on plan assets 7.0-7.3 7.0-7.3 N/A N/A
Rate of compensation increase N/A N/A 4.5 4.0-4.5
</TABLE>
The components of net benefit (income) expense are as follows for the years
ended December 31 (in thousands):
<TABLE>
<CAPTION>
Postretirement
Pension Benefits Benefits
---------------------------------------- ---------------------------------------
1999 1998 1997 1999 1998 1997
---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ -- $ -- $ -- $ 40 $ 39 $ 34
Interest cost 387 386 371 110 110 96
Expected return on plan assets (430) (442) (385) -- -- --
Amortization of prior service cost 30 26 26 -- -- --
Recognized actuarial gain (22) (33) (14) (9) (23) (19)
---------- ---------- ---------- ---------- ---------- ---------
Net benefit (income) expense $ (35) $ (63) $ (2) $ 141 $ 126 $ 111
---------- ---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------- ---------
</TABLE>
The Company also has a defined contribution retirement plan for certain union
employees. The Company makes contributions to the plan based on hours worked.
Total expense related to the defined plans was $294,000 in 1999, $248,000 in
1998 and $267,000 in 1997.
401(K) SAVINGS AND PROFIT-SHARING PLANS
The Company has two 401(k) savings and profit-sharing plans (the Plans) for
certain nonunion employees. The Plans are qualified defined contribution plans
in accordance with Section 401(k) of the Internal Revenue Code. The Company's
policy is to match 50% of employee contributions up to a maximum of 3% of
compensation. Additionally, the Company makes discretionary profit-sharing
contributions that are determined by the board of directors. Total expense
related to the Plans was $612,000 in 1999, $593,000 in 1998 and $635,000 in
1997.
<PAGE>
-12-
STOCK OPTIONS
During 1997 and 1998, the Company adopted stock option plans that authorized the
grant of stock options to key executives. Options granted during 1997 were
exercised as a results of the Recapitalization. Options generally expire ten
years from the date of grant or at an earlier date as determined by the board of
directors. In the event of a change of control, the options become 100%
exercisable. Options granted during 1999 and 1998 become exercisable as follows:
25% of the shares subject to the option on the first anniversary from the date
of grant and 1/36 of the shares at the end of each month thereafter or 25% of
the shares subject to the option six months from the date of grant and 1/30 of
the shares at the end of each month thereafter. Stock option activity was as
follows for the years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Exercise Price Price
------------ ------------------- ----------
<S> <C> <C> <C>
Outstanding, January 1, 1997 -- $ -- $ --
Granted 90,000 7.50 7.50
Exercised -- -- --
------------ ------------------- ----------
Outstanding, December 31, 1997 90,000 7.50 7.50
Granted 429,306 13.98-27.95 17.08
Exercised (90,000) 7.50 7.50
Forfeited (59,626) 13.98 13.98
------------ ------------------- ----------
Outstanding, December 31, 1998 369,680 13.98-27.95 17.08
Granted 286,206 13.98 13.98
Forfeited (71,551) 13.98 13.98
------------ ------------------- ----------
Outstanding, December 31, 1999 584,335 $13.98-$27.95 $16.26
------------ ------------------- ----------
------------ ------------------- ----------
</TABLE>
Of the outstanding options at December 31, 1999, options covering 316,267 shares
are currently exercisable with a weighted average exercise price of $16.61 per
share.
The weighted average fair value of options granted was $5.93 during 1999, $7.10
during 1998 and $1.23 during 1997.
The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," under which no compensation cost has been recognized
in connection with stock option grants pursuant to the stock option plans. Had
compensation cost been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's pro forma net income (loss) would have
been as follows for the years ended December 31 (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------- --------- --------
<S> <C> <C> <C>
Net income (loss):
As reported $(15,933) $(2,531) $20,629
Pro forma (17,421) (3,232) 20,592
</TABLE>
<PAGE>
-13-
In determining compensation cost pursuant to SFAS No. 123, the fair value of
each option grant is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions: risk-free
interest rates of 5.68% in 1999, 4.64% to 5.68% in 1998 and 6.13% in 1997;
expected life of ten years for 1999, 1998 and 1997; and expected volatility of
0% in all three years.
9. REDEEMABLE CUMULATIVE PREFERRED STOCK AND WARRANTS:
Pursuant to the Recapitalization, the Company issued the Holdings Preferred
Stock and the Warrants (see Note 4). The Warrants are exercisable at $0.01 per
share of common stock and expire in April 2008. The Holdings Preferred Stock
ranks senior to all classes of common stock of the Company and is entitled to
receive cash dividends equal to 12% of the liquidation preference per annum of
$1,000 per share ($46,400,000 and $46,900,000 as of December 31, 1999 and 1998,
respectively) plus all unpaid dividends until the mandatory redemption date of
October 15, 2009. The Company has the option at any time to redeem the Holdings
Preferred Stock at a price equal to the liquidation preference plus all unpaid
dividends. No dividends have been declared as of December 31, 1999.
The net proceeds from the issuance of the Holdings Preferred Stock and the
Warrants were allocated based on the relative fair values of the securities
issued. The value assigned to the Warrants of $12,320,000, less issuance costs
of $326,000, has been reflected as a discount to the Holdings Preferred Stock,
which is being accreted to its mandatory redemption value using the effective
interest method (15% effective yield).
During 1998, 417,382 shares of Holdings Common Stock were issued in connection
with the exercise of the Warrants and 10,582 Warrants were repurchased by
Holdings. During 1999, 52,436 Warrants were repurchased by Holdings. As of
December 31, 1999 and 1998, 3,216,110 and 3,268,546 Warrants remained
outstanding.
10. COMMITMENTS AND CONTINGENCIES:
MANAGEMENT AND TRANSACTION ADVISORY AGREEMENTS
In connection with the Recapitalization, the Company entered into a ten-year
agreement (the Management Advisory Agreement) with Seaver Kent & Company, LLC
(Seaver Kent) pursuant to which Seaver Kent will be entitled to receive from the
Company (but, at its discretion, may waive) an annual fee for management
advisory services equal to the greater of $200,000 and 0.05% of the budgeted
consolidated net sales of the Company. In addition, the Company agreed to
indemnify Seaver Kent, its affiliates and shareholders, and their respective
directors, officers, agents, employees and affiliates, from and against all
claims, actions, proceedings, demands, liabilities, damages, judgments,
assessments, losses and costs, including fees and expenses, arising out of or in
connection with the services rendered by Seaver Kent thereunder. The Management
Advisory Agreement makes available the resources of Seaver Kent concerning a
variety of financial and operational matters. The services that will be provided
by Seaver Kent cannot otherwise be obtained by the Company without the addition
of personnel or the engagement of outside professional advisors.
In connection with the Recapitalization, the Company also entered into an
agreement (the Transaction Advisory Agreement) with Seaver Kent pursuant to
which Seaver Kent received a cash financial advisory fee of approximately $2.75
million upon the closing of the Recapitalization as compensation for its
services as financial advisor for the Recapitalization.
<PAGE>
-14-
Seaver Kent also will be entitled to receive (but, at its discretion, may
waive) fees of up to 1.5% of the transaction value for each subsequent
transaction in which the Company is involved. The term "transaction value"
means the total value of any subsequent transaction, including, without
limitation, the aggregate amount of the funds required to complete the
subsequent transaction (excluding any fees payable pursuant to the
Transaction Advisory Agreement and fees, if any, paid to any other person or
entity for financial advisory, investment banking, brokerage or any other
similar services rendered in connection with such transaction) including the
amount of any indebtedness, preferred stock or similar items assumed (or
remaining outstanding).
LITIGATION
The Company is subject to asserted and unasserted claims encountered in the
normal course of business. In the opinion of management and its legal counsel,
disposition of these matters will not have a material effect on the Company's
financial condition or results of operations.
OPERATING LEASES
The Company leases office space and equipment with various expiration dates
through 2002. Total rent expense was $641,000 in 1999, $456,000 in 1998 and
$293,000 in 1997. Future minimum payments for all operating leases with initial
or remaining terms of one year or more subsequent to December 31, 1999 are as
follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
2000 $ 953
2001 741
2002 548
2003 424
2004 12
--------
$2,678
--------
--------
</TABLE>
11. SEGMENT REPORTING:
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company has one reportable segment,
consumer products, after the sale of the Company's candle operations (see Note
3). The consumer product segment consists of plastic cutlery and straws,
matches, toothpicks, clothespins, wooden crafts and various woodenware items
sold primarily to grocery, mass and drug store channels.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 5).
<PAGE>
-15-
Detailed revenue by product sold was as follows for the years ended December 31
(in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Cutlery/straws $ 39,026 $ 33,672 $ 30,447
Woodware 28,337 28,746 28,066
Wooden lights 22,850 20,140 19,361
Institutional/other 14,481 15,819 16,196
-------- -------- --------
Total $104,694 $ 98,377 $ 94,070
-------- -------- --------
-------- -------- --------
</TABLE>
12. QUARTERLY FINANCIAL DATA (UNAUDITED) (IN THOUSANDS):
<TABLE>
<CAPTION>
Income Net Income
(Loss) (Loss)
From Net Applicable
Gross Continuing Income to Common
Net Sales Profit Operations (Loss) Stock
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1999:
First quarter $ 22,266 $ 8,360 $ (529) $ (1,073) $ (2,419)
Second quarter 29,620 11,158 596 (296) (1,718)
Third quarter 24,234 9,552 43 (17,005) (18,448)
Fourth quarter 28,574 10,672 101 2,441 916
---------- ---------- ---------- ---------- ----------
Total $ 104,694 $ 39,742 $ 211 $ (15,933) $ (21,669)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
1998:
First quarter $ 21,201 $ 6,973 $ 3,521 $ 3,762 $ 3,762
Second quarter 27,743 9,443 (3,848) (4,833) (5,809)
Third quarter 24,024 8,870 (51) (79) (1,334)
Fourth quarter 25,409 9,254 69 (1,381) (2,707)
---------- ---------- ---------- ---------- ----------
Total $ 98,377 $ 34,540 $ (309) $ (2,531) $ (6,088)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
<PAGE>
DIAMOND BRANDS INCORPORATED AND SUBSIDIARIES
Schedule II-Valuation and Qualifying Accounts and Reserves
For the Years Ended December 31, 1999, 1998 and 1997
(In Thousands)
<TABLE>
<CAPTION>
Charged
Balance at to Cost Balance
Beginning of and at End
Year Expenses Deductions(1) of Year
------------ ------------ ------------- -----------
<S> <C> <C> <C> <C>
Year ended December 31, 1999:
Accounts receivable-current $1,035 $ 686 $ (367) $1,354
Year ended December 31, 1998:
Accounts receivable-current 866 1,795 (1,626) 1,035
Year ended December 31, 1997:
Accounts receivable-current 639 480 (253) 866
</TABLE>
(1)Includes uncollected receivables written off, net of recoveries.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 15,665
<ALLOWANCES> 1,354
<INVENTORY> 12,084
<CURRENT-ASSETS> 31,245
<PP&E> 36,398
<DEPRECIATION> 20,210
<TOTAL-ASSETS> 90,014
<CURRENT-LIABILITIES> 18,095
<BONDS> 228,736
41,684
0
<COMMON> 15
<OTHER-SE> (200,013)
<TOTAL-LIABILITY-AND-EQUITY> 90,014
<SALES> 104,694
<TOTAL-REVENUES> 104,694
<CGS> 64,952
<TOTAL-COSTS> 64,952
<OTHER-EXPENSES> 12,946
<LOSS-PROVISION> 686
<INTEREST-EXPENSE> 25,278
<INCOME-PRETAX> 832
<INCOME-TAX> 621
<INCOME-CONTINUING> 211
<DISCONTINUED> (16,144)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,933)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
