Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References throughout this document to the “Company” include Party City Holdco Inc. and its subsidiaries. In this document the words “we,” “our,” “ours” and “us” refer only to the Company and its subsidiaries and not to any other person.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of federal and state securities laws. Disclosures that use words such as the company “believes,” “anticipates,” “expects,” “estimates,” “intends,” “will,” “may” or “plans” and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report are based on management’s good-faith belief and reasonable judgment based on current information, and these statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: our ability to compete effectively in a competitive industry; fluctuations in commodity prices; successful implementation of our store growth strategy; decreases in our Halloween sales; product recalls or product liability; continuing changes in general economic conditions, and the impact on consumer confidence and consumer spending, including inflationary pressures; the continuing impact of COVID-19 on our global supply chain, retail store operations and customer demand; labor and material shortages and investments; disruptions to our supply chain, transportation system or increases in transportation costs; the impact of inflation on consumer spending; new interpretations of or changes to current accounting rules; our ability to anticipate consumer preferences and buying trends; dependence on timely introduction and customer acceptance of our merchandise; changes in consumer spending based on weather, political, competitive and other conditions beyond our control; delays in store openings; competition from companies with concepts or products similar to ours; timely and effective sourcing of merchandise from our foreign and domestic vendors and delivery of merchandise through our supply chain to our stores and customers; loss or actions of third party vendors and loss of the right to use licensed material; disruptions at our manufacturing facilities; effective inventory management; our ability to manage customer returns; successful catalog management, including timing, sizing and merchandising; uncertainties in e-marketing, infrastructure and regulation; multi-channel and multi-brand complexities; our ability to introduce new brands and brand extensions; challenges associated with our increasing global presence; dependence on external funding sources for operating capital; disruptions in the financial markets; our ability to control employment, occupancy and other operating costs; our ability to improve our systems and processes; changes to our information technology infrastructure; general political, economic and market conditions and events, including war, conflict or acts of terrorism; the impact of tariffs and our ability to mitigate impacts; and the additional risks and uncertainties set forth in “Risk Factors” in Party City’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A of Part II of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required by any applicable laws, Party City assumes no obligation to publicly update or revise such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments or otherwise.
Business Overview
Our Company
We are a leading party goods company by revenue in North America and, we believe, the largest vertically integrated supplier of decorated party goods globally by revenue. We are a popular one-stop shopping destination for party supplies, balloons, and costumes. In addition to being a great retail brand, we are a global, world-class organization that combines state-of-the-art manufacturing and sourcing operations and sophisticated wholesale operations with a multi-channel retailing strategy and e-commerce retail operations. We design, manufactures, sources and distributes party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world. Our retail operations include 826 specialty retail party supply stores (including franchise stores) throughout North America operating under the names Party City and Halloween City, and e-commerce websites, principally through the domain name PartyCity.com.
In addition to our retail operations, we are one of the largest global designers, manufacturers and distributors of decorated consumer party products, with items found in retail outlets worldwide, including independent party supply stores, mass merchants, grocery retailers, e-commerce merchandisers and dollar stores.
How We Assess the Performance of Our Company
In assessing the performance of our company, we consider a variety of performance and financial measures for our two reportable operating segments, Retail and Wholesale. These key measures include revenues and gross profit, comparable retail same-store sales and operating expenses. We also review other metrics such as adjusted net income (loss), adjusted net income (loss) per common share – diluted and adjusted EBITDA. For a discussion of our use of these measures and a reconciliation of adjusted net income (loss) and adjusted EBITDA to net income (loss), please refer to “Financial Measures - Adjusted EBITDA,” “Financial Measures - Adjusted Net Income (Loss)” and “Financial Measures - Adjusted Net Income (Loss) Per Common Share – Diluted” and “Results of Operations” below.
Segments
We have two reportable operating segments: Retail and Wholesale.
18
Our retail segment generates revenue primarily through the sale of our party supplies, which are sold under the Amscan, Anagram and Costumes USA brand names through Party City, Halloween City and PartyCity.com. For the six months ended June 30, 2022, 78.1% of the product that was sold by our retail segment was supplied by our wholesale segment and 30.5 % of the product that was sold by our retail segment was self-manufactured.
Our retail operations are subject to significant seasonal variations. Historically, this segment has realized a significant portion of its revenues, cash flow and net income in the fourth quarter of the year, principally due to our Halloween sales in October and, to a lesser extent, year-end holiday sales. To maximize our seasonal opportunity, we operate a chain of temporary Halloween stores, under the Halloween City banner, during the months of September and October of each year.
Our wholesale revenues are generated from the sale of decorated party goods for all occasions, including paper and plastic tableware, accessories and novelties, costumes, metallic and latex balloons and stationery. Our products are sold at wholesale to party goods superstores (including our franchise stores), other party goods retailers, mass merchants, independent card and gift stores, dollar stores and e-commerce merchandisers.
Despite a concentration of holidays in the fourth quarter of the year, as a result of our expansive product lines, customer base and increased promotional activities, the impact of seasonality on the quarterly results of our wholesale operations has been limited. However, due to Halloween, and Christmas, the inventory balances of the Company’s wholesale operations are higher at the end of the second and during the third quarter than during the remainder of the year. Additionally, the promotional activities of the Company’s wholesale business, including special dating terms, particularly with respect to Halloween products sold to retailers and other distributors, result in slightly higher accounts receivable balances during the third quarter.
Intercompany sales between the wholesale and the retail segments are eliminated, and the wholesale profits on intercompany sales are deferred and realized at the time the merchandise is sold to the retail consumer. For operating segment reporting purposes, certain general and administrative expenses and art and development costs are allocated based on total revenues.
Financial Measures
Revenues. Revenue from retail store operations is recognized at the point of sale as control of the product is transferred to the customer at such time. Retail e-commerce sales are recognized when the consumer receives the product as control transfers upon delivery. We estimate future retail sales returns and record a provision in the period in which the related sales are recorded based on historical information. Retail sales are reported net of taxes collected.
Under the terms of our agreements with our franchisees, we provide both: 1) brand value (via significant advertising spend) and 2) support with respect to planograms, in exchange for a royalty fee that ranges from 4% to 6% of the franchisees’ sales. The Company records the royalty fees at the time that the franchisees’ sales are recorded.
For most of our wholesale sales, control transfers upon the shipment of the product as: 1) legal title transfers on such date and 2) we have a present right to payment at such time. Wholesale sales returns are not significant as we generally only accept the return of goods that were shipped to the customer in error or that were damaged when received by the customer. Additionally, due to our extensive history operating as a leading party goods wholesaler, we have sufficient history with which to estimate future sales returns and we use the expected value method to estimate such activity.
Intercompany sales from our wholesale operations to our retail stores are eliminated in our consolidated total revenues.
Comparable Same-Store Sales. The growth in same-store sales represents the percentage change in same-store sales in the period presented compared to the prior year. Same-store sales exclude the net sales of a store for any period if the store was not open during the same period of the prior year. Acquired stores are excluded from same-store sales until they are converted to the Party City format and included in our sales for the comparable period of the prior year. Comparable sales are calculated based upon stores that were open at least thirteen full months as of the end of the applicable reporting period and do not exclude stores closed due to state regulations regarding COVID-19. When a store is reconfigured or relocated within the same general territory, the store continues to be treated as the same store. If, during the period presented, a store was closed, sales from that store up to and including the closing day are included as same-store sales, provided the store was open during the same period of the prior year. Same-store sales for the Party City brand include North American retail e-commerce sales.
Cost of Sales. Cost of sales at wholesale reflects the production costs (i.e., raw materials, labor and overhead) of manufactured goods and the direct cost of purchased goods, inventory shrinkage, inventory adjustments, inbound freight to our manufacturing and distribution facilities, distribution costs and outbound freight to get goods to our wholesale customers. At Retail, cost of sales reflects the direct cost of goods purchased from third parties and the production or purchase costs of goods acquired from our wholesale segment. Retail cost of sales also includes inventory shrinkage, inventory adjustments, inbound freight, occupancy costs related to store operations (such as rent and common area maintenance, utilities and depreciation on assets) and all logistics costs associated with our retail e-commerce business.
19
Our cost of sales increases in higher volume periods as the direct costs of manufactured and purchased goods, inventory shrinkage and freight are generally tied to net sales. However, other costs are largely fixed or vary based on other factors and do not necessarily increase as sales volume increases. Changes in the mix of our products may also impact our overall cost of sales. The direct costs of manufactured and purchased goods are influenced by raw material costs (principally paper, petroleum-based resins and cotton), domestic and international labor costs in the countries where our goods are purchased or manufactured and logistics costs associated with transporting our goods. We monitor our inventory levels on an on-going basis to identify slow-moving goods.
Cost of sales related to sales from our wholesale segment to our retail segment are eliminated in our consolidated financial statements.
Selling, General and Administrative Expenses. Selling, general and administrative expenses include wholesale selling expenses, retail operating expenses, and art and development costs. Wholesale selling expenses include the costs associated with our wholesale sales and marketing efforts, including merchandising and customer service. Costs include the salaries and benefits of the related work force, including sales-based bonuses and commissions. Other costs include catalogues, showroom expenses, travel and other operating costs. Certain selling expenses, such as sales-based bonuses and commissions, vary in proportion to sales, while other costs vary based on other factors, such as our marketing efforts, or are largely fixed and do not necessarily increase as sales volumes increase. Retail operating expenses include all of the costs associated with retail store operations, excluding occupancy-related costs included in cost of sales. Costs include store payroll and benefits, advertising, supplies and credit card costs. Retail expenses are largely variable but do not necessarily vary in proportion to net sales. Art and development costs include the costs associated with art production, creative development and product management, and all operating costs and franchise expenses not included elsewhere in the statement of operations and comprehensive income (loss). Costs include the salaries and benefits of the related work force. These expenses generally do not vary proportionally with net sales. Selling, general and administrative expenses also include all operating costs and franchise expenses not included elsewhere in the statement of operations and comprehensive income (loss). These expenses include payroll and other expenses related to operations at our corporate offices, including occupancy costs, related depreciation and amortization, legal and professional fees, stock and equity-based compensation and data-processing costs. These expenses generally do not vary proportionally with net sales.
Adjusted EBITDA. We define EBITDA as net income (loss) before interest expense, net, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because we believe it assists investors in comparing our performance across reporting periods on a consistent basis by eliminating the impact of items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA: (i) as a factor in determining incentive compensation, (ii) to evaluate the effectiveness of our business strategies, and (iii) because the credit facilities use Adjusted EBITDA to measure compliance with certain covenants.
Adjusted Net Income (Loss). Adjusted net income (loss) represents our net income (loss), adjusted for, among other items, intangible asset amortization, non-cash purchase accounting adjustments, amortization of deferred financing costs and original issue discounts, equity-based compensation and impairment charges. We present adjusted net income because we believe it assists investors in comparing our performance across reporting periods on a consistent basis by eliminating the impact of items that we do not believe are indicative of our core operating performance.
Adjusted Net Income (Loss) Per Common Share – Diluted. Adjusted net income (loss) per common share – diluted represents adjusted net income (loss) divided by the Company’s diluted weighted average common shares outstanding. We present the metric because we believe it assists investors in comparing our per share performance across reporting periods on a consistent basis by eliminating the impact of items that we do not believe are indicative of our core operating performance.
The Company presents the measures of adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per common share - Diluted as supplemental non-GAAP measures of its operating performance. You are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating the measures, you should be aware that in the future the Company may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. The Company’s presentation of adjusted EBITDA, adjusted net income and adjusted net income per common share—diluted should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA, adjusted net income, and adjusted net income per common share—diluted have limitations as analytical tools. Because of these limitations, adjusted EBITDA, adjusted net income, and adjusted net income per common share—diluted should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. The Company compensates for these limitations by relying primarily on its GAAP results and using the metrics only on a supplemental basis and reconciliations from GAAP to non-GAAP measures are provided. Some of the limitations of non-GAAP measures are:
•they do not reflect the Company’s cash expenditures or future requirements for capital expenditures or contractual commitments;
•they do not reflect changes in, or cash requirements for, the Company’s working capital needs;
•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s indebtedness;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements;
20
•non-cash compensation is and will remain a key element of the Company’s overall long-term incentive compensation package, although the Company excludes it as an expense when evaluating its core operating performance for a particular period;
•they do not reflect the impact of certain cash charges resulting from matters the Company considers not to be indicative of its ongoing operations; and
•other companies in the Company’s industry may calculate adjusted EBITDA, adjusted net income and adjusted net income per common share differently than the Company does, limiting its usefulness as a comparative measure.
Results of Operations
Overview
Our loss from operations was affected by higher costs, including greater freight and commodity costs. We expect supply chain, helium and inflationary headwinds to continue through the rest of fiscal year 2022. While we navigate this near-term turbulence in costs, we are being thoughtful with our mitigating actions on pricing. Further, given the continued broader macro pressures, we are operating the business with even more discipline from an expense and capital standpoint. We are also continuing to focus on our strategic priorities of enhancements to customer engagement as well as digital, IT and supply chain.
Three Months Ended June 30, 2022 Compared To Three Months Ended June 30, 2021
The following table sets forth the Company’s operating results and operating results as a percentage of total net sales for the three months ended June 30, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
2022 |
|
|
|
2021 |
|
|
(Dollars in thousands) |
Net sales |
|
$ |
527,449 |
|
|
|
100.0 |
|
% |
|
$ |
535,746 |
|
|
|
100.0 |
|
% |
Cost of sales |
|
|
349,477 |
|
|
|
66.3 |
|
|
|
|
318,574 |
|
|
|
59.5 |
|
|
Gross profit |
|
|
177,972 |
|
|
|
33.7 |
|
|
|
|
217,172 |
|
|
|
40.5 |
|
|
Selling, general and administrative expenses** |
|
|
167,306 |
|
|
|
31.7 |
|
|
|
|
155,336 |
|
|
|
29.0 |
|
|
Income from operations |
|
|
10,666 |
|
|
|
2.0 |
|
|
|
|
61,836 |
|
|
|
11.5 |
|
|
Interest expense, net |
|
|
24,184 |
|
|
|
4.6 |
|
|
|
|
23,116 |
|
|
|
4.3 |
|
|
Other (income), net |
|
|
(1,800 |
) |
|
|
(0.3 |
) |
|
|
|
(1,300 |
) |
|
|
(0.2 |
) |
|
(Loss) income before income taxes |
|
|
(11,718 |
) |
|
|
(2.2 |
) |
|
|
|
40,020 |
|
|
|
7.5 |
|
|
Income tax (benefit) expense |
|
|
(173,891 |
) |
|
|
(33.0 |
) |
|
|
|
10,209 |
|
|
|
1.9 |
|
|
Net income |
|
|
162,173 |
|
|
|
30.7 |
|
|
|
|
29,811 |
|
|
|
5.6 |
|
|
Less: Net attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
Net income attributable to common shareholders of Party City Holdco Inc. |
|
$ |
162,173 |
|
|
|
30.7 |
|
% |
|
$ |
29,811 |
|
|
|
5.6 |
|
% |
Net income per share attributable to common shareholders of Party City Holdco Inc. – Basic |
|
$ |
1.44 |
|
|
|
|
|
|
$ |
0.27 |
|
|
|
|
|
Net income per share attributable to common shareholders of Party City Holdco Inc. – Diluted |
|
$ |
1.42 |
|
|
|
|
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** Consists of wholesale selling expenses, retail operating expenses, art and development costs and general and administrative expenses, which were reported separately in the prior year. |
Sales
Total net sales for the second quarter of 2022 were $527.4 million and were $8.3 million, or 1.5%, lower than the second quarter of 2021. The following table sets forth the Company’s total net sales for the three months ended June 30, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
2022 |
|
|
|
2021 |
|
|
Dollars in
Thousands |
|
|
Percentage of
Net sales |
|
Dollars in
Thousands |
|
|
Percentage of
Net sales |
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
303,577 |
|
|
|
57.6 |
|
% |
|
$ |
230,961 |
|
|
|
43.1 |
|
% |
Eliminations |
|
|
(199,606 |
) |
|
|
(37.8 |
) |
|
|
|
(139,027 |
) |
|
|
(26.0 |
) |
|
Net wholesale |
|
|
103,971 |
|
|
|
19.7 |
|
|
|
|
91,934 |
|
|
|
17.2 |
|
|
Retail |
|
|
423,478 |
|
|
|
80.3 |
|
|
|
|
443,812 |
|
|
|
82.8 |
|
|
Total net sales |
|
$ |
527,449 |
|
|
|
100.0 |
|
% |
|
$ |
535,746 |
|
|
|
100.0 |
|
% |
21
Retail
Retail net sales during the second quarter of 2022 were $423.5 million and were $20.3 million, or 4.6%, lower than during the second quarter of 2021. Retail net sales at our Party City stores totaled $403.7 million and were $13.9 million, or 3.3% lower than in the second quarter of 2021. Same-store sales for the Party City brand (including North American retail e-commerce sales) decreased by 5.6% during the second quarter of 2022 compared to the 13 weeks ended July 3, 2021. The decrease was due to lower sales of core product in everyday categories and the lapping of strong prior year retail results as well as the current inflationary environment, offset by solid performance in our seasonal categories, including graduation, which was up over 5% versus prior year.
Wholesale
Wholesale net sales during the second quarter of 2022 totaled $104.0 million and were $12.1 million, or 13.2%, higher than the second quarter of 2021. This increase is principally due to higher sales to franchise customers as well as strong performance within our Canadian business.
Intercompany sales to our retail affiliates totaled $199.6 million during the second quarter of 2022 and were $60.6 million higher than during the corresponding quarter of 2021. Intercompany sales represented 65.8% of total Wholesale sales during the second quarter of 2022 and were 43.6% higher than during the second quarter of 2021, principally due to earlier Halloween sales to stores as well as easing of supply chain constraints as we replenish store inventory. The intercompany sales of our Wholesale segment are eliminated against the intercompany purchases of our Retail segment in the consolidated financial statements.
Gross Profit
The following table sets forth the Company’s gross profit for the three months ended June 30, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
2022 |
|
|
|
2021 |
|
|
Dollars in Thousands |
|
|
Percentage
of Net Sales |
|
|
|
Dollars in Thousands |
|
|
Percentage
of Net Sales |
|
|
Retail gross profit |
|
$ |
158,152 |
|
|
|
37.3 |
|
% |
|
$ |
193,565 |
|
|
|
43.6 |
|
% |
Wholesale gross profit |
|
|
19,820 |
|
|
|
19.1 |
|
|
|
|
23,607 |
|
|
|
25.7 |
|
|
Total gross profit |
|
$ |
177,972 |
|
|
|
33.7 |
|
% |
|
$ |
217,172 |
|
|
|
40.5 |
|
% |
The gross profit margin on net sales at Retail during the second quarter of 2022 was 37.3 % or 630 basis points lower than during the corresponding quarter of 2021. The change was primarily driven by higher helium and occupancy costs for the quarter. Our manufacturing share of shelf (i.e., the percentage of our retail product cost of sales manufactured by our Wholesale segment) of 30.1 % during the second quarter of 2022 was 0.6% lower as compared to the second quarter of 2021. Our wholesale share of shelf at our Party City stores and our North American retail e-commerce operations (i.e., the percentage of our retail product cost of sales supplied by our wholesale segment) was 77.7% during the second quarter of 2022 or 3.3% lower than during the second quarter of 2021.
The gross profit margin on net sales at Wholesale during the second quarters of 2022 and 2021 was 19.1% and 25.7%, respectively. This decrease is primarily due to higher freight, material and labor costs.
Selling, general and administrative expenses
Selling, general and administrative expenses during the second quarter of 2022 totaled $167.3 million and were $12.0 million, or 7.7%, higher than in the second quarter of 2021. The increase was primarily driven by impairment charges related to office lease assets and property and equipment and higher labor costs, predominately in our retail stores.
Interest expense, net
Interest expense, net, totaled $24.2 million during the second quarter of 2022, compared to $23.1 million during the second quarter of 2021. The increase is driven by higher amounts of net debt outstanding and higher interest rates versus prior-year period.
Other (income) expense, net
For the second quarter of 2022 and 2021, other (income) expense, net, totaled $(1.8) million and $(1.3) million, respectively. The change is primarily due to higher income from equity method investments.
Income tax benefit
The effective income tax rate for the three months ended June 30, 2022 of 1484%, is different from the statutory rate of 21.0% primarily due to state taxes, and valuation allowance resulting from interest carryforward deductions limited by IRC Section 163(j).
22
Six Months Ended June 30, 2022 Compared To Six Months Ended June 30, 2021
The following table sets forth the Company’s operating results and operating results as a percentage of total net sales for the six months ended June 30, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2022 |
|
|
2021 |
|
|
(Dollars in thousands) |
Net sales |
|
$ |
960,425 |
|
|
|
100.0 |
|
% |
|
$ |
962,553 |
|
|
|
100.0 |
|
% |
Cost of sales |
|
|
644,445 |
|
|
|
67.1 |
|
|
|
|
593,095 |
|
|
|
61.6 |
|
|
Gross profit |
|
|
315,980 |
|
|
|
32.9 |
|
|
|
|
369,458 |
|
|
|
38.4 |
|
|
Selling, general and administrative expenses** |
|
|
325,366 |
|
|
|
33.9 |
|
|
|
|
304,357 |
|
|
|
31.6 |
|
|
Loss on disposal of assets in international operations |
|
|
— |
|
|
|
— |
|
|
|
|
3,211 |
|
|
|
0.3 |
|
|
(Loss) income from operations |
|
|
(9,386 |
) |
|
|
(1.0 |
) |
|
|
|
61,890 |
|
|
|
6.4 |
|
|
Interest expense, net |
|
|
47,579 |
|
|
|
5.0 |
|
|
|
|
40,330 |
|
|
|
4.2 |
|
|
Other (income), net |
|
|
(2,003 |
) |
|
|
(0.2 |
) |
|
|
|
(873 |
) |
|
|
(0.1 |
) |
|
(Loss) income before income taxes |
|
|
(54,962 |
) |
|
|
(5.7 |
) |
|
|
|
22,433 |
|
|
|
2.3 |
|
|
Income tax (benefit) expense |
|
|
(190,246 |
) |
|
|
(19.8 |
) |
|
|
|
6,740 |
|
|
|
0.7 |
|
|
Net income |
|
|
135,284 |
|
|
|
14.1 |
|
|
|
|
15,693 |
|
|
|
1.6 |
|
|
Less: Net income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
|
(54 |
) |
|
|
— |
|
|
Net income attributable to common shareholders of Party City Holdco Inc. |
|
$ |
135,284 |
|
|
|
14.1 |
|
% |
|
$ |
15,747 |
|
|
|
1.6 |
|
% |
Net income per share attributable to common shareholders of Party City Holdco Inc. – Basic |
|
$ |
1.20 |
|
|
|
|
|
|
$ |
0.14 |
|
|
|
|
|
Net income per share attributable to common shareholders of Party City Holdco Inc. – Diluted |
|
$ |
1.18 |
|
|
|
|
|
|
$ |
0.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** Consists of wholesale selling expenses, retail operating expenses, art and development costs and general and administrative expenses, which were reported separately in the prior year. |
Reconciliation of Adjusted Third-Party Wholesale Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
2022 |
|
|
2021 |
|
|
Percent Variance |
|
|
Wholesale third-party sales |
|
$ |
195,995 |
|
|
$ |
185,459 |
|
|
|
5.7 |
|
% |
Third-party sales of divested entities |
|
|
— |
|
|
|
(13,165 |
) |
|
|
|
|
Adjusted Wholesale third-party sales |
|
$ |
195,995 |
|
|
$ |
172,294 |
|
|
|
13.8 |
|
% |
Sales
Total net sales for the first six months of 2022 were $960.4 million and were $2.2 million, or 0.2%, lower than the first six months of 2021. The following table sets forth the Company’s total net sales for the six months ended June 30, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2022 |
|
|
2021 |
|
|
Dollars in
Thousands |
|
|
Percentage of
Net sales |
|
Dollars in
Thousands |
|
|
Percentage of
Net sales |
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
543,257 |
|
|
|
56.6 |
|
% |
|
$ |
443,098 |
|
|
|
46.0 |
|
% |
Eliminations |
|
|
(347,261 |
) |
|
|
(36.2 |
) |
|
|
|
(257,639 |
) |
|
|
(26.8 |
) |
|
Net wholesale |
|
|
195,996 |
|
|
|
20.4 |
|
|
|
|
185,459 |
|
|
|
19.3 |
|
|
Retail |
|
|
764,429 |
|
|
|
79.6 |
|
|
|
|
777,094 |
|
|
|
80.7 |
|
|
Total net sales |
|
$ |
960,425 |
|
|
|
100.0 |
|
% |
|
$ |
962,553 |
|
|
|
100.0 |
|
% |
23
Retail
Retail net sales during the first six months of 2022 were $764.4 million and were $12.7 million, or 1.6 %, lower than during the first six months of 2021. Retail net sales at our Party City stores totaled $726.9 million and were $1.3 million, or 0.2% lower than in the first six months of 2021. Same-store sales for the Party City brand (including North American retail e-commerce sales) decreased by 2.3% during the first six months of 2022 compared to the 13 weeks ended July l 3, 2021. The decrease was due mainly to lower sales of core products in everyday categories and the impact of reduced helium supply.
Wholesale
Wholesale net sales during the first six months of 2022 totaled $196 million and were $10.5 million, or 5.7%, higher than the first six months of 2021. This increase is principally due to higher sales to franchise and independent customers, partially offset by the prior year divestiture of a significant portion of our international operations. Excluding the impact of the divestiture, sales increased 13.8%.
Intercompany sales to our retail affiliates totaled $347.3 million during the first six months of 2022 and were $89.6 million higher than during the corresponding months of 2021. Intercompany sales represented 63.9% of total Wholesale sales during the first six months of 2022 and were 34.8% higher than during the first six months of 2021, principally due to earlier Halloween sales to stores as well as easing of supply chain constraints as we replenish store inventory. The intercompany sales of our Wholesale segment are eliminated against the intercompany purchases of our Retail segment in the consolidated financial statements.
Gross Profit
The following table sets forth the Company’s gross profit for the six months ended June 30, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2022 |
|
|
|
2021 |
|
|
Dollars in Thousands |
|
|
Percentage of Net Sales |
|
|
|
Dollars in Thousands |
|
|
Percentage of Net Sales |
|
|
Retail gross profit |
|
$ |
271,518 |
|
|
|
35.5 |
|
% |
|
$ |
316,743 |
|
|
|
40.8 |
|
% |
Wholesale gross profit |
|
|
44,462 |
|
|
|
22.7 |
|
|
|
|
52,715 |
|
|
|
28.4 |
|
|
Total gross profit |
|
$ |
315,980 |
|
|
|
32.9 |
|
% |
|
$ |
369,458 |
|
|
|
38.4 |
|
% |
The gross profit margin on net sales at Retail during the first six months of 2022 was 35.5 % or 530 basis points lower than during the corresponding months of 2021. The change was primarily driven by higher helium and occupancy costs during the period. Our manufacturing share of shelf (i.e., the percentage of our retail product cost of sales manufactured by our wholesale segment) of 30.5 % during the first six months of 2022 was 0.9% lower as compared to the first six months of 2021. Our wholesale share of shelf at our Party City stores and our North American retail e-commerce operations (i.e., the percentage of our retail product cost of sales supplied by our wholesale segment) was 78.1% during the first six months of 2022 or 3.1% lower than during the first six months of 2021.
The gross profit margin on net sales at Wholesale during the first six months of 2022 and 2021 was 22.7% and 28.4%, respectively. This decrease is primarily due to higher freight, material and labor costs.
Selling, general and administrative expenses
Selling, general and administrative expenses during the first six months of 2022 totaled $325.4 million and were $21.0 million, or 6.9%, higher than in the first six months of 2021. The increase was primarily driven by impairment charges related to certain lease assets and property and equipment, higher employee-related costs resulting from higher wages, predominately in our retail stores, partially offset by the international divestiture.
Interest expense, net
Interest expense, net, totaled $47.6 million during the first six months of 2022, compared to $40.3 million during the first six months of 2021. The increase primarily reflects higher cost debt from the refinancing in the first six months of 2021 as well as higher amounts of net debt outstanding and higher interest rates.
Other (income), net
For the first six months of 2022 and 2021, other (income), net, totaled $(2.0) million and $(0.9) million, respectively. The change is primarily due to higher income from equity method investments.
24
Income tax benefit
The effective income tax rate for the six months ended June 30, 2022 of 346.1%, is different from the statutory rate of 21.0% primarily due to state taxes, and valuation allowance resulting from interest carryforward deductions limited by IRC Section 163(j).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
162,173 |
|
|
$ |
29,811 |
|
|
$ |
135,284 |
|
|
$ |
15,693 |
|
Interest expense, net |
|
|
24,184 |
|
|
|
23,116 |
|
|
|
47,579 |
|
|
|
40,330 |
|
Income tax (benefit) expense |
|
|
(173,891 |
) |
|
|
10,209 |
|
|
|
(190,246 |
) |
|
|
6,740 |
|
Depreciation and amortization |
|
|
15,746 |
|
|
|
16,916 |
|
|
|
31,606 |
|
|
|
34,860 |
|
EBITDA |
|
|
28,212 |
|
|
|
80,052 |
|
|
|
24,223 |
|
|
|
97,623 |
|
Inventory restructuring and early lease terminations (f) |
|
|
— |
|
|
|
3,499 |
|
|
|
— |
|
|
|
6,637 |
|
Other restructuring, retention and severance (a) |
|
|
710 |
|
|
|
31 |
|
|
|
710 |
|
|
|
2,082 |
|
Long-lived assets impairment (b) |
|
|
7,829 |
|
|
|
— |
|
|
|
9,983 |
|
|
|
— |
|
Deferred rent (c) |
|
|
3,856 |
|
|
|
(398 |
) |
|
|
6,381 |
|
|
|
1,128 |
|
Closed store expense (d) |
|
|
1,721 |
|
|
|
1,543 |
|
|
|
2,708 |
|
|
|
3,136 |
|
Foreign currency (gains), net |
|
|
(247 |
) |
|
|
(772 |
) |
|
|
(528 |
) |
|
|
(1,311 |
) |
Stock-based compensation - employee** |
|
|
2,217 |
|
|
|
1,680 |
|
|
|
3,929 |
|
|
|
2,962 |
|
Undistributed loss in equity method investments |
|
|
(1,686 |
) |
|
|
(547 |
) |
|
|
(1,376 |
) |
|
|
(211 |
) |
Non-recurring legal settlements/costs |
|
|
384 |
|
|
|
— |
|
|
|
384 |
|
|
— |
|
Gain on sale of property, plant and equipment |
|
|
47 |
|
|
|
— |
|
|
|
(72 |
) |
|
|
111 |
|
COVID - 19 (e) |
|
|
— |
|
|
|
655 |
|
|
|
— |
|
|
|
1,270 |
|
Inventory disposal reserve |
|
|
810 |
|
|
|
— |
|
|
|
1,431 |
|
|
|
— |
|
Loss on sale of business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,211 |
|
Net loss on debt repayment (g) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
226 |
|
Other |
|
|
1,953 |
|
|
|
90 |
|
|
|
2,637 |
|
|
|
1,388 |
|
Adjusted EBITDA |
|
$ |
45,806 |
|
|
$ |
85,833 |
|
|
$ |
50,410 |
|
|
$ |
118,252 |
|
** Stock-based compensation consists of stock-option expense – time-based, restricted stock units – time-based and restricted stock units – performance-based, which were shown separately in prior years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
(Dollars in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
$ |
(11,718 |
) |
|
$ |
40,020 |
|
|
$ |
(54,962 |
) |
|
$ |
22,433 |
|
Intangible asset amortization |
|
|
1,528 |
|
|
|
2,354 |
|
|
|
3,072 |
|
|
|
4,831 |
|
Amortization of deferred financing costs and original
issuance discounts |
|
|
1,295 |
|
|
|
1,074 |
|
|
|
2,566 |
|
|
|
1,937 |
|
Other restructuring, retention and severance (a) |
|
|
710 |
|
|
|
31 |
|
|
|
710 |
|
|
|
1,967 |
|
Long-lived assets impairment (b) |
|
|
7,829 |
|
|
|
|
|
|
9,983 |
|
|
— |
|
Non-recurring legal settlements/costs |
|
|
384 |
|
|
|
— |
|
|
|
384 |
|
|
— |
|
Stock option expense |
|
|
83 |
|
|
|
104 |
|
|
|
168 |
|
|
|
217 |
|
Restricted stock unit and restricted cash awards expense – performance-based |
|
|
744 |
|
|
|
1,154 |
|
|
|
1,313 |
|
|
|
1,971 |
|
COVID - 19 (e) |
|
|
— |
|
|
|
655 |
|
|
|
— |
|
|
|
1,270 |
|
Loss on sale of business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,211 |
|
Inventory disposal reserve |
|
|
810 |
|
|
|
162 |
|
|
|
1,431 |
|
|
|
926 |
|
Adjusted income (loss) before income taxes |
|
|
1,665 |
|
|
|
45,554 |
|
|
|
(35,335 |
) |
|
|
38,763 |
|
Adjusted income tax (benefit) expense (h) |
|
|
(9,841 |
) |
|
|
11,446 |
|
|
|
(22,162 |
) |
|
|
10,064 |
|
Adjusted net income (loss) |
|
$ |
11,506 |
|
|
$ |
34,108 |
|
|
$ |
(13,173 |
) |
|
$ |
28,699 |
|
Adjusted net income (loss) per common share – diluted |
|
$ |
0.10 |
|
|
$ |
0.29 |
|
|
$ |
(0.12 |
) |
|
$ |
0.25 |
|
Weighted-average number of common shares – diluted |
|
|
114,604,275 |
|
|
|
116,251,151 |
|
|
|
112,519,950 |
|
|
|
115,499,304 |
|
(a)Amounts expensed principally relate to severance due to one-time organizational changes.
(b)In December 2021, the Company announced the closure of a manufacturing facility in New Mexico that ceased operations in February 2022. As a result, the Company recorded related shutdown charges. In addition, during the three months ended June 30, 2022, the Company recorded an impairment charge related to certain lease assets and property and equipment. See Note 3, Disposition of Assets
25
and Lease-Related Impairments in Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in the Quarterly Report on Form 10-Q).
(c)The “deferred rent” adjustment reflects the difference between accounting for rent and landlord incentives in accordance with GAAP and the Company’s actual cash outlay.
(d)Charges incurred related to closing and relocating stores in the ordinary course of business.
(e)Represents COVID-19 expenses for employees on temporary furlough for whom the Company provides health benefits; non-payroll expenses including advertising, occupancy and other store expenses.
(f)Costs incurred for early lease terminations and a merchandise transformation project to transition and optimize stores to the reduced SKU assortment levels.
(g)The Company recognized net loss on debt repayment in 2021.
(h)Represents income tax expense/benefit after excluding the specific tax impacts for each of the pre-tax adjustments. The tax impacts for each of the adjustments were determined by applying to the pre-tax adjustments the effective income tax rates for the specific legal entities in which the adjustments were recorded.
Liquidity and Capital Resources
We have proactively managed our liquidity profile throughout the quarter and expect to continue to do so going forward. We expect to rely on cash on hand, cash generated by operations and borrowings available under our credit agreements to meet our working capital needs and will be our principal sources of liquidity. Based on our current level of operations, we believe that these sources will be adequate to meet our liquidity needs for at least the next 12 months. We are currently not aware of any other trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way that will impact our capital needs during or beyond the next 12 months. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Company's credit facilities and in amounts sufficient to enable us to repay our indebtedness or to fund our other liquidity needs.
Sources of Cash
Based on our current operations and planned strategic initiatives (including new store and NXTGEN remodel growth plans and other capital expenditures), we expect to satisfy our short-term and long-term cash requirements through a combination of our existing cash and cash equivalents position, funds generated from operating activities, and the borrowing capacity available under our credit agreements. If cash generated from our operations and borrowings under our credit agreements are not sufficient or available to meet our liquidity requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance equity or debt financing will be available to us when we need it or, if available, the terms will be satisfactory to us and not dilutive to our then-current stockholders. Additionally, we may seek to take advantage of market opportunities to refinance our existing debt instruments with new debt instruments at interest rates, maturities and terms we deem attractive. We may also, from time to time, in our sole discretion, purchase or retire all or a portion of our existing debt instruments through privately negotiated or open market transactions.
As of June 30, 2022, the Company had cash and cash equivalents of $39.2 million and available borrowings of $156.7 million.
Material Cash Commitments
Debt Obligations, Finance Leases and Interest Payments. As of June 30, 2022, we had $231.9 million in loans and notes payable, $0.9 million current long-term obligations and $1,347.3 million in long-term obligations outstanding. Repayment of the Company's debt is dependent on our subsidiaries' ability to make cash available. For additional information regarding the Company's debt, refer to Note 13, Current and Long-Term Obligations in Part I, Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q. As noted, the Company must make payments related to interest payments, principal and fees and the facilities contain debt covenants that the must be met.
Leases. As of June 30, 2022, we had an operating lease liability of $793.8 million. We have numerous non-cancelable operating leases for retail store sites, as well as leases for offices, distribution facilities and manufacturing facilities. These leases generally contain renewal options and require us to pay real estate taxes, utilities and related insurance costs.
Capital Expenditures. Cash commitments are described in the following section on Cash Flow Data.
8.75% Senior Secured Notes — Due 2026 (“8.75% Senior Notes”)
26
In accordance with the 8.75% Senior Notes, as discussed in Note 13, Current and Long-Term Obligations of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q, the Company is required to provide quarterly and annual disclosure of certain financial metrics for Anagram Holdings, LLC and its subsidiary (“Anagram”).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2022 |
|
|
2022 |
|
Revenue * |
|
$ |
58,591 |
|
|
$ |
123,505 |
|
Operating income |
|
$ |
11,146 |
|
|
$ |
24,213 |
|
Adjusted EBITDA |
|
$ |
12,722 |
|
|
$ |
27,269 |
|
* Includes sales to affiliates of $28,236 and $57,621 for the three and six months ended June 30, 2022, respectively. |
|
As of June 30, 2022, Anagram's total assets were $221,043, including affiliate accounts receivable of $16,946.
Cash Flow Data – Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021
Net cash used in operating activities totaled $99.1 million during the six months ended June 30, 2022. Net cash provided by operating activities totaled $13.8 million during the six months ended June 30, 2021. The increase in cash used in operating activities is primarily attributable to increased inventory purchases due to timing of seasonal product receipts and higher cost due to freight and raw materials inflation, partially offset by timing of payments related to accounts payable and accrued expenses and lower lease payments as the prior year reflected payment of COVID deferrals.
Net cash used in investing activities totaled $49.5 million during the six months ended June 30, 2022, as compared to $19.9 million during the six months ended June 30, 2021. The increase in cash used in investing activities is primarily due to the prior year reflecting the proceeds from the sale of our international operations, offset by higher capital expenditures in the current year. Capital expenditures during the six months ended June 30, 2022 and 2021 were $51.1 million and $40.5 million, respectively.
Net cash provided by financing activities was $139.9 million during the six months ended June 30, 2022 compared to net cash used in financing activities of $60.0 million during the six months ended June 30, 2021. The variance was principally due to higher borrowings under the ABL Facility in the current year and the impact of the prior year debt refinancing transactions as discussed in Note 13, Current and Long-Term Obligations of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
See Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition in our Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of our critical accounting estimates.
27