SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For Quarter Ended: Commission File Number
June 30, 1996 0-22852
_______________________________________________________________
AFFINITY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3377709
(State of incorporation or organization) (I.R.S. Employer Identification No.)
64 Inverness Drive East (303) 792-7284
Englewood, CO 80112 (Registrant's telephone number, including area code)
(Address of principal executive offices)
_________________________________________________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
11 1/2% Senior Subordinated Notes Due 2003
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding as of
Class August 1, 1996
- ----- --------------
Common Stock, $.001 par value 2,000
DOCUMENTS INCORPORATED BY REFERENCE: None
AFFINITY GROUP, INC. and SUBSIDIARIES
INDEX
Page
Part I. Financial Information
Item 1: Financial Statements
Consolidated Balance Sheets 1
As of June 30, 1996 and December 31, 1995
Consolidated Statements of Operations 2
For the three months ended June 30, 1996 and 1995
Consolidated Statements of Operations 3
For the six months ended June 30, 1996 and 1995
Consolidated Statements of Cash Flows 4
For the six months ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements 5
Item 2: Management's Discussion and Analysis of 6
Financial Condition and Results of Operations
Part II. Other Information 9
Signatures 10
ITEM:1
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(In Thousands)
(Unaudited)
CURRENT ASSETS: 6/30/96 12/31/95
------- --------
Cash and cash equivalents $ 5,633 $ 3,746
Investments 976 1,514
Accounts receivable 12,479 15,624
Notes receivable from affiliate -- 3,113
Inventories 2,872 4,046
Prepaid expenses and other assets 7,933 5,794
Deferred tax asset-current portion 2,259 1,907
------- -------
Total current assets 32,152 35,744
PROPERTY AND EQUIPMENT 10,754 10,876
LOANS RECEIVABLE 7,562 8,474
INTANGIBLE ASSETS 119,666 122,579
DEFERRED TAX ASSET 14,951 16,503
RESTRICTED INVESTMENTS 2,076 2,015
OTHER ASSETS 4,619 4,556
------- -------
$191,780 $200,747
======= =======
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 1,925 $ 4,730
Accrued interest 2,993 3,058
Accrued liabilities 14,376 16,582
Customer deposits 12,095 10,974
Current portion of long-term debt 4,640 4,665
------ ------
Total current liabilities 36,029 40,009
DEFERRED REVENUES 74,503 71,133
LONG-TERM DEBT 151,118 159,831
OTHER LONG-TERM LIABILITIES 6,897 7,737
------- -------
268,547 278,710
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDER'S DEFICIT:
Preferred stock, $.001 par value,
1,000 shares authorized, none
issued or outstanding -- --
Common stock $.001 par value,
2,000 shares authorized, 2,000
shares issued and outstanding 1 1
Additional paid-in capital, net 12,021 12,021
Accumulated deficit (88,789) (89,985)
------ ------
Total stockholder's deficit (76,767) (77,963)
------ ------
Total liabilities and
stockholder's deficit $191,780 $200,747
======= =======
See Notes to Consolidated Financial Statements.
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
THREE MONTHS ENDED
------------------
6/30/96 6/30/95
------- -------
REVENUES:
Membership services $ 27,135 $ 27,021
Publications 7,777 7,586
------ ------
34,912 34,607
------ ------
COSTS AND EXPENSES:
Membership services 15,744 14,842
Publications 5,784 5,546
General and administrative 4,893 5,529
Depreciation and amortization 2,086 2,372
------ ------
28,507 28,289
------ ------
INCOME FROM OPERATIONS 6,405 6,318
NON-OPERATING EXPENSES:
Interest expense, net (4,184) (3,888)
Other non-operating, net (1) (4)
----- -----
(4,185) (3,892)
----- -----
NET INCOME BEFORE INCOME TAXES 2,220 2,426
INCOME TAX (PROVISION) (1,121) (1,203)
----- -----
NET INCOME $ 1,099 $ 1,223
===== =====
See Notes to Consolidated Financial Statements.
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
SIX MONTHS ENDED
----------------
6/30/96 6/30/95
------- -------
REVENUES:
Membership services $ 51,914 $ 52,095
Publications 15,971 15,753
------ ------
67,885 67,848
------ ------
COSTS AND EXPENSES:
Membership services 30,563 29,345
Publications 13,332 12,199
General and administrative 9,016 10,099
Depreciation and amortization 4,214 4,834
------ ------
57,125 56,477
------ ------
INCOME FROM OPERATIONS 10,760 11,371
NON-OPERATING EXPENSES:
Interest expense, net (8,360) (8,062)
Other non-operating, net (1) 72
----- -----
(8,361) (7,990)
----- -----
NET INCOME BEFORE INCOME TAXES 2,399 3,381
INCOME TAX (PROVISION) (1,209) (1,700)
----- -----
NET INCOME $ 1,190 $ 1,681
===== =====
See Notes to Consolidated Financial Statements.
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
SIX MONTHS ENDED
----------------
6/30/96 6/30/95
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,190 $ 1,681
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 4,214 4,834
Deferred tax expense 1,209 1,700
Provision for losses on accounts receivable 504 340
Deferred phantom stock compensation -- 1,261
Gain on disposal of property and equipment 1 (72)
Changes in assets and liabilities:
Accounts receivable 2,641 141
Inventories 1,174 328
Prepaids and other assets (2,201) (795)
Loans receivable 912 --
Restricted investments (61) --
Accounts payable (2,805) (1,676)
Accrued and other liabilities (3,118) (3,105)
Customer deposits 1,121 --
Deferred revenues 3,370 1,927
----- -----
Net cash provided by operating activities 8,151 6,564
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (848) (1,491)
Proceeds from sale of property and equipment 2 262
Sale of investments 538 --
Changes in intangible assets (332) (184)
Notes receivable from affiliate 3,113 --
Prepaid lease -- (1,600)
----- -----
Net cash provided by (used in)
investing activities 2,473 (3,013)
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid -- (6,000)
Borrowings on long-term debt 18,650 72,619
Principal payments of long-term debt (27,387) (70,516)
------ ------
Net cash used in financing activities (8,737) (3,897)
----- -----
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,887 (346)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF THE PERIOD 3,746 346
----- ----
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD $ 5,633 $ --
===== ====
Supplemental disclosures of
cash flow information:
Cash paid during the period for:
Interest $ 8,609 $ 7,978
Income taxes 343 127
See Notes to Consolidated Financial Statements.
AFFINITY GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) BASIS OF PRESENTATION
The financial statements included herein include the results of
Affinity Group, Inc. and subsidiaries (the Company) without audit, in
accordance with generally accepted accounting principles, and pursuant to
the rules and regulations of the Securities and Exchange Commission.
These interim consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes in the Company's 10-K
report for the year ended December 31, 1995 as filed with the Securities and
Exchange Comission. In the opinion of Mangement of the Company, these
consolidated financial statements contain all adjustments of a normal
recurring nature necessary to present fairly the financial position, results
of operations and cash flows of the Company for the interim periods presented.
ITEM: 2
AFFINITY GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table is derived from the Company's Consolidated Statements of
Operations and expresses the results from operations as a percentage of
revenues and reflects the net increase (decrease) between periods:
THREE MONTHS ENDED
------------------
6/30/96 6/30/95 Inc(Dec)
------- ------- -------
REVENUES:
Membership services 77.72% 78.08% 0.42%
Publications 22.28% 21.92% 2.52%
------ ------ ----
100.00% 100.00% 0.88%
COSTS AND EXPENSES:
Membership services 45.09% 42.89% 6.08%
Publications 16.56% 16.03% 4.29%
General and administrative 14.02% 15.98% (11.50%)
Depreciation and amortization 5.98% 6.84% (12.06%)
----- ----- -----
81.65% 81.74% 0.77%
----- ----- -----
INCOME FROM OPERATIONS 18.35% 18.26% 1.38%
NON-OPERATING EXPENSES:
Interest expense, net (11.99%) (11.24%) 7.61%
Other non-operating, net -- (0.01%) (75.00%)
------ ------ ------
(11.99%) (11.25%) 7.53%
------ ------ ------
NET INCOME BEFORE INCOME TAXES 6.36% 7.01% (8.49%)
INCOME TAX (PROVISION) (3.21%) (3.48%) (6.82%)
----- ----- -----
NET INCOME 3.15% 3.53% (10.14%)
===== ===== ======
SIX MONTHS ENDED
----------------
6/30/96 6/30/95 Inc(Dec)
------- ------- --------
REVENUES:
Membership services 76.47% 76.78% (0.35%)
Publications 23.53% 23.22% 1.38%
----- ----- ----
100.00% 100.00% 0.05%
COSTS AND EXPENSES:
Membership services 45.02% 43.25% 4.15%
Publications 19.64% 17.98% 9.29%
General and administrative 13.28% 14.89% (10.72%)
Depreciation and amortization 6.21% 7.12% (12.83%)
----- ----- ------
84.15% 83.24% 1.15%
INCOME FROM OPERATIONS 15.85% 16.76% (5.37%)
NON-OPERATING EXPENSES:
Interest expense, net (12.32%) (11.88%) 3.70%
Other non-operating, net -- 0.10% 101.39%
------ ------ -------
(12.32%) (11.78%) 4.64%
------ ------ -------
NET INCOME BEFORE INCOME TAXES 3.53% 4.98% (29.04%)
INCOME TAX (PROVISION) (1.78%) (2.51%) (28.88%)
----- ----- ------
NET INCOME 1.75% 2.47% (29.21%)
===== ===== ======
RESULTS OF OPERATIONS
Three Months Ended June 30, 1996 Compared With Three Months Ended June 30,
1995
Revenues of $34.9 million for the second quarter of 1996 exceeded revenues
for the second quarter of 1995 by approximately $300,000 or 0.9%. Affinity
Thrift & Loan (ATL) and Affinity Insurance Group (AINS), operations acquired
in the second half of 1995, contributed revenue of $250,000 in the second
quarter of 1996.
Membership services revenue for the second quarter of 1996 of $27.1 million
increased by $114,000 from the comparable period in 1995. This $114,000
increase in membership services revenue is a result of $250,000 in additional
revenue from ATL and AINS plus an increase of $833,000 in marketing and
commission fee income from RV financing, and health and life insurance offset
by a net decrease of $597,000 in club membership revenue and a net decrease
of $372,000 in revenues from other member products and services.
Publication revenue for the second quarter of 1996 of $7.8 million increased
by approximately $200,000 from the comparable period in 1995. Increases of
$485,000 in MotorHome and Woodall Publishing revenues were offset by
decreases in Rider, Campground Directory, RV Shopper and other publication
revenues.
Costs and expenses of $28.5 million for the second quarter of 1996 increased
by approximately $200,000 over the comparable period. Costs and expenses of
ATL and AINS were $630,000 in the second quarter of 1996.
Membership services expenses, excluding ATL and AINS expenses, increased
$300,000 from $15.1 million in 1996 compared to $14.8 million in 1995.
Increases in expenses associated with the development of an Internet Web
site, introduction of new credit card and extended warranty program, as well
as development of additional NAFE club benefits, were partially offset by
reduced marketing and promotional expenses for other membership services and
from discontinuance of a direct mail catalog in 1996.
Publication expenses of $5.8 million for the second quarter of 1996 increased
$238,000 compared to the second quarter of 1995. This increase is primarily
due to increased print and paper costs for all publications.
General and administrative costs and expenses for the second quarter of 1996
decreased $636,000 or 11.5% from $4.9 million, compared to $5.5 million in
the second quarter of 1995. This decrease is attributed to no phantom stock
expense being recorded in the second quarter of 1996 compared to $1,000,000
of such expense in the second quarter of 1995, offset by increased wages and
other benefits in the second quarter of 1996. Depreciation and amortization
expense of $2.1 million decreased $286,000 or 12.1% primarily due to customer
list and other intangibles having been fully amortized in prior periods.
Income from operations for the second quarter of 1996 increased $87,000 or
1.4% to $6.4 million compared to the second quarter of 1995. An increase of
less than 1.0% in total revenues, coupled with increased member services
expenses, largely associated with the new business operations, and no
phantom stock expense, accounted for the small increase in income from
operations in the second quarter of 1996 compared to the same period in 1995.
Non-operating expenses were $4.2 million for the second quarter of 1996,
compared to $3.9 million for the same period in 1995. This increase of
approximately $300,000, or 7.5%, is largely due to increased interest
expense on higher average borrowings partially offset by lower interest
rates during the second quarter of 1996 compared to the same period in 1995.
Net income before taxes in the second quarter of 1996 was $2.2 million
compared to $2.4 million for the second quarter of 1995. The increases in
income from operations identified above account for the decline.
Net income for the second quarter of 1996 decreased $124,000 to $1.1
million, compared to $1.2 million for the same period in 1995. Such decrease
was composed of a decrease of $419,000 in club membership services income,
$47,000 in publications income, and $369,000 in net operating losses from
ATL and AINS, partially offset by a $711,000 decrease in all other costs and
expenses, primarily due to the reduction in phantom stock expense discussed
above.
Six Months Ended June 30, 1996 Compared With Six Months Ended June 30, 1995.
Revenues of $67.9 million for the six months ended June 30, 1996 exceeded
revenue for the same period in 1995 by $37,000. This slight increase
resulted from a $218,000 increase in publication revenue offset by a
$181,000 decrease in membership services revenue.
The $181,000 decrease in membership services revenue resulted from $489,000
in additional revenue from the ATL and AINS operations acquired in the
second half of 1995, an increase of $1,217,000 in marketing and commission
fee income from RV financing, and health and life insurance which was more
than offset by net decreases of $822,000 in club membership revenue and
$1,065,000 in revenues from ERS, Samborees, credit cards and other member
products and services.
Publication revenue of $16.0 million for the first six months of 1996
increased by $218,000 or 1.4% over the comparable period in 1995, due to an
increase of $788,000 in revenues from Trailer Life, Motorhome, Roads To
Adventure (established in 1996), and Woodall Publishing which were largely
offset by decreases in revenues from the other publications.
Costs and expenses in the six months ended June 30, 1996 totaled $57.1
million, an increase of $648,000 or 1.1% over the comparable period in 1995.
ATL and AINS costs and expenses were $1.2 million during the first six months
of 1996. Excluding the expenses of ATL and AINS operations, costs and
expenses in the first six months of 1996 decreased by $582,000.
Membership services costs and expenses, excluding ATL and AINS expenses,
were $29.3 million for first six months of 1996, approximately equal to such
costs and expenses for the comparable period in 1995. Increased expenses
associated with the development of an Internet Web site, introduction of new
credit card and extended warranty programs, as well as development of
additional NAFE club benefits, were offset by reduced marketing and
promotional expenses for other membership services and from discontinuance
of a direct mail catalog in 1996.
Publication costs and expenses totaled $13.3 million in the first six months
of 1996, an increase of $1.1 million or 9.3%, compared to the first six
months of 1995. This increase is due to higher print and paper costs for all
publications and $266,000 of increased expenses for the 1996 introduction of
Roads to Adventure.
General and administrative costs and expenses of $9.0 million decreased by
$1.1 million or 10.7% in the 1996 period. This decrease was attributed to
recording no phantom stock expenses in the first six months of 1996 compared
to $1.5 million in such expenses in the comparable 1995 period, offset by
increased wages and other benefits in the first six months of 1996.
Depreciation and amortization costs of $4.2 million decreased $620,000 or
12.8% in 1996 due to certain customer lists and other intangibles having been
fully amortized in prior periods.
Income from operations of $10.8 million for the first six months ended June
30, 1995, decreased $611,000 or 5.4% compared to the same period in 1995.
This decrease is a result of an increase of only 0.5% in revenues coupled
with a 1.1% increase in cost and expenses as discussed above.
Non-operating expenses of $8.4 million in the first six months of 1996
increased by $371,000 or 4.6% compared to the comparable period in 1995.
Such increase resulted from an increase in interest expense largely due to
higher average borrowings partially offset by lower interest rates during
the first six months of 1996 compared to the same period in 1995.
Net income before taxes was $2.4 million for the first six months of 1996,
compared to $3.4 million for the first six months of 1995. The decrease in
income from operations, combined with increased non-operating expenses,
contributed to the $1.0 million or 29.1% decrease in net income before taxes
in 1996 over the same period in 1995.
For the six months ended June 30, 1996, the Company had recognized a $1.2
million income tax provision compared to $1.7 million in the comparable
period in 1995. The effective income tax rate in both periods is 50% which
reflects the amortization of non-deductible goodwill.
Net income for the six months ended June 30, 1996 decreased $491,000 or 29%
to $1.2 million compared to $1.7 million in the comparable period in 1995.
Such decrease was composed of a decrease of $750,000 in club membership
services income, an increase of $915,000 in publications costs and expenses,
and net operating losses of $649,000 for ATL and AINS, offset, in part, by a
decrease of $1,332,000 in all other costs and expenses, primarily due to the
reduction in phantom stock expense discussed above, and by a $491,000
corresponding decrease in income taxes.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had an undrawn revolving credit facility of
$10.9 million compared to $3.5 million at December 31, 1995. The decline in
the outstanding revolver borrowings in the first half of 1996 is primarily
attributable to receipt in the first quarter of 1996 of the annual VIP
Insurance bonus for 1995 and the repayment of an affiliate note receivable,
which in the aggregate, totaled $5.8 million.
Cash, cash equivalents and investments totaling $6.6 million at June 30,
1996 are primarily restricted for use by the ATL and AINS subsidiaries and
are subject to regulatory restrictions on dividends or other distributions
to the Company and are unavailable to reduce the revolving credit facility.
The operations of Affinity Thrift and Loan, although required to be
consolidated with the Company, are recognized as an "unrestricted" or
non-guarantying subsidiary as defined in the senior credit facility and the
indenture under which the subordinated notes were issued. All assets,
liabilities and operations of ATL are excluded from the calculation of
covenants under the terms of the respective debt agreements.
During the six months ended June 30, 1996, payments under the terms of
several phantom stock agreements totaled $2.2 million. Additional phantom
stock payments of $1.4 million are scheduled to be made over the next twelve
months.
Capital expenditures in the six months ended June 30, 1996 totaled $848,000,
compared to capital expenditures of $1.5 million during the same period in
1995. It is anticipated the Company will incur an additional $1.5 to $2.5
million in capital expenditures during the remainder of calendar year 1996
to further develop its membership management database systems.
Management believes that funds generated by operations together with
available borrowings under its revolving credit facility will be sufficient
to satisfy its operating cash needs, debt obligations and capital
requirements.
PART II: OTHER INFORMATION
Items 1-5: Not Applicable
Item 6: Exhibits and Reports on Form 8-K: None
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AFFINITY GROUP, INC.
Date: August 14, 1996 Mark J. Boggess
Senior Vice President
Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000910560
<NAME> AFFINITY GROUP INC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 6609
<SECURITIES> 0
<RECEIVABLES> 21455
<ALLOWANCES> 1414
<INVENTORY> 2872
<CURRENT-ASSETS> 32152
<PP&E> 16232
<DEPRECIATION> 5478
<TOTAL-ASSETS> 191780
<CURRENT-LIABILITIES> 36029
<BONDS> 120000
0
0
<COMMON> 1
<OTHER-SE> 76768
<TOTAL-LIABILITY-AND-EQUITY> 191780
<SALES> 67885
<TOTAL-REVENUES> 67885
<CGS> 0
<TOTAL-COSTS> 43895
<OTHER-EXPENSES> 13230
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8360
<INCOME-PRETAX> 2399
<INCOME-TAX> 1209
<INCOME-CONTINUING> 1190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1190
<EPS-PRIMARY> 595
<EPS-DILUTED> 0
</TABLE>
