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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2005
[ ] 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 000-21827
AMSCAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3911462
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
80 Grasslands Road
Elmsford, New York 10523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 345-2020
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of May 16, 2005, 1,000.00 shares of Registrant's common stock, par value
$0.10, were outstanding.
1
AMSCAN HOLDINGS, INC.
FORM 10-Q
MARCH 31, 2005
TABLE OF CONTENTS
PAGE
PART I
ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets at March 31, 2005 and December 31, 2004............... 3
Consolidated Statements of Income for the Three Months Ended
March 31, 2005 and 2004 (Predecessor)......................................... 4
Consolidated Statement of Stockholders' Equity for the Three Months
Ended March 31, 2005.......................................................... 5
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2005 and 2004 (Predecessor)......................................... 6
Notes to Consolidated Financial Statements........................................ 7
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..................................................... 21
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ....................... 25
ITEM 4 CONTROLS AND PROCEDURES........................................................... 26
PART II
ITEM 6 EXHIBITS.......................................................................... 26
SIGNATURE .................................................................................. 27
2
AMSCAN HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
MARCH 31, DECEMBER 31,
2005 2004
----------- ------------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents.......................................................... $ 2,050 $ 4,252
Accounts receivable, net of allowances............................................. 90,590 83,968
Inventories, net of allowances..................................................... 92,416 88,159
Prepaid expenses and other current assets.......................................... 15,554 15,241
----------- ------------
Total current assets ......................................................... 200,610 191,620
Property, plant and equipment, net..................................................... 96,788 96,134
Goodwill, net.......................................................................... 282,871 282,921
Tradenames............................................................................. 33,500 33,500
Other intangible assets, net........................................................... 21,973 23,289
Other assets, net...................................................................... 19,064 19,802
----------- ------------
Total assets.................................................................. $ 654,806 $ 647,266
=========== ============
LIABILITIES, REDEEMABLE CONVERTIBLE COMMON SECURITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans and notes payable............................................................ $ 3,325 $ 2,025
Accounts payable................................................................... 33,376 36,842
Accrued expenses................................................................... 27,261 20,980
Income taxes payable............................................................... 2,486 2,594
Current portion of long-term obligations........................................... 2,806 2,807
----------- ------------
Total current liabilities..................................................... 69,254 65,248
Long-term obligations, excluding current portion....................................... 384,387 384,993
Deferred income tax liabilities........................................................ 43,564 43,175
Other.................................................................................. 3,297 3,417
----------- ------------
Total liabilities............................................................. 500,502 496,833
Redeemable common securities........................................................... 3,601 3,705
Commitments and contingencies..........................................................
Stockholders' equity:
Preferred Stock ($0.01 par value; 10,000.00 shares authorized; none issued and
outstanding...................................................................... - -
Common Stock ($0.01 par value; 40,000.00 shares authorized; 13,951.98 and
13,962.38 shares issued and outstanding at March 31, 2005 and December 31,
2004, respectively).............................................................. - -
Additional paid-in capital......................................................... 136,819 136,819
Retained earnings.................................................................. 12,570 8,564
Accumulated other comprehensive income............................................. 1,314 1,345
----------- ------------
Total stockholders' equity.................................................... 150,703 146,728
----------- ------------
Total liabilities, redeemable convertible common securities and
stockholders' equity ...................................................... $ 654,806 $ 647,266
=========== ============
Note: The balance sheet at December 31, 2004 has been derived from the audited
consolidated financial statements at that date (see Note 3).
See accompanying notes to consolidated financial statements.
3
AMSCAN HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------
2005 2004
---------- -------------
(Predecessor)
Net sales ..................................................... $ 100,376 $ 100,525
Cost of sales ................................................. 66,801 66,081
---------- -----------
Gross profit ......................................... 33,575 34,444
Operating expenses:
Selling expenses ........................................... 8,984 9,302
General and administrative expenses ........................ 8,378 8,129
Art and development costs .................................. 2,262 2,433
---------- -----------
Total operating expenses ............................. 19,624 19,864
---------- -----------
Income from operations ............................... 13,951 14,580
Interest expense, net ......................................... 7,527 6,361
Undistributed loss in unconsolidated joint venture ............ 63 33
Other income, net ............................................. (4) (48)
---------- -----------
Income before income taxes and minority interests..... 6,365 8,234
Income tax expense ............................................ 2,355 3,252
Minority interests ............................................ 4 43
---------- -----------
Net income ........................................... 4,006 4,939
Dividend on redeemable convertible preferred stock.... 102
---------- -----------
Net income applicable to common shares ............... $ 4,006 $ 4,837
========== ===========
See accompanying notes to consolidated financial statements.
4
AMSCAN HOLDINGS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2005
(DOLLARS IN THOUSANDS)
(UNAUDITED)
ACCUMULATED
ADDITIONAL OTHER
COMMON COMMON PAID-IN RETAINED COMPREHENSIVE
SHARES STOCK CAPITAL EARNINGS INCOME TOTAL
--------- --------- ---------- --------- ------------- ---------
Balance at December 31, 2004........ 13,962.38 $ - $ 136,819 $ 8,564 $ 1,345 $ 146,728
Net income........................ 4,006 4,006
Net change in cumulative
translation adjustment.......... (701) (701)
Change in fair value of interest
rate swap and foreign
exchange contracts, net of
income taxes.................... 670 670
---------
Comprehensive income.............. 3,975
Purchase and retirement of
redeemable Common Stock
held by a former employee....... (10.40)
--------- --------- ---------- --------- -------- ---------
Balance at March 31, 2005........... 13,951.98 $ - $ 136,819 $ 12,570 $ 1,314 $ 150,703
========= ========= ========== ========= ======== =========
See accompanying notes to consolidated financial statements.
5
AMSCAN HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
-------------------------
MARCH 31,
-------------------------
2005 2004
-------- --------
(Predecessor)
Cash flows provided by operating activities:
Net income .............................................................. $ 4,006 $ 4,939
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization expense ................................ 3,744 3,968
Amortization of deferred financing costs ............................. 369 537
Amortization of restricted Common Stock award ........................ 39
Provision for doubtful accounts ...................................... 258 541
Deferred income tax expense .......................................... 2,067 337
Undistributed loss in unconsolidated joint venture ................... 63 33
Gain on disposal of equipment ...................................... (36)
Changes in operating assets and liabilities:
Increase in accounts receivable ................................... (7,096) (13,279)
(Increase) decrease in inventories ................................ (4,458) 4,442
Increase in prepaid expenses and other current assets ............. (2,082) (6,386)
Increase in accounts payable, accrued expenses and income taxes
payable ................................................... 3,606 2,253
Other, net ........................................................... 12 2,877
-------- --------
Net cash provided by operating activities ......................... 489 265
Cash flows used in investing activities:
Capital expenditures .................................................... (2,778) (2,787)
Proceeds from disposal of property and equipment ........................ 53
-------- --------
Net cash used in investing activities ............................. (2,778) (2,734)
Cash flows provided by (used in) financing activities:
Repayment of loans, notes payable and long-term obligations ............. (690) (21,094)
Proceeds from short-term obligations .................................... 1,300
Repayment of note receivable from employee stockholder .................. 25
Purchase and retirement of redeemable Common Stock
held by a former employee ............................................ (104)
-------- --------
Net cash provided by (used in) financing activities ............... 506 (21,069)
Effect of exchange rate changes on cash and cash equivalents ............... (419) 247
-------- --------
Net decrease in cash and cash equivalents ......................... (2,202) (23,291)
Cash and cash equivalents at beginning of period ........................... 4,252 31,462
-------- --------
Cash and cash equivalents at end of period ................................. $ 2,050 $ 8,171
======== ========
Supplemental Disclosures:
Interest paid ..................................................... $ 3,327 $ 3,350
Income taxes paid ................................................. $ 537 $ 893
See accompanying notes to consolidated financial statements.
6
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS
Amscan Holdings, Inc. ("Amscan Holdings" and, together with its
subsidiaries, "Amscan," "AHI" or the "Company") designs, manufactures, contracts
for manufacture and distributes party goods, including metallic balloons, gifts
and stationery, principally in North America, South America, Europe, Asia and
Australia.
NOTE 2 - THE TRANSACTIONS
On April 30, 2004, Amscan and AAH Acquisition Corporation, ("AAH
Acquisition"), a wholly-owned subsidiary of AAH Holdings Corporation, ("AAH
Holdings"), a privately held corporation jointly controlled by funds affiliated
with Berkshire Partners LLC and Weston Presidio (together the "Principal
Investors") entered into a merger agreement, with Amscan continuing as the
surviving entity and as a wholly-owned subsidiary of AAH Holdings. Under the
terms of the agreement, the equity interests in Amscan of GS Capital Partners
II, L.P. and certain other private investment funds managed by Goldman, Sachs &
Co., (collectively "GSCP"), and all other stockholders, other than certain
management investors, were cancelled in exchange for the right to receive cash.
Cash paid to consummate the acquisition totaled $529,982,000 and was financed
with initial borrowings (before deducting deferred financing costs of
$13,084,000) consisting of a $205,000,000 term loan under a new senior secured
credit facility which includes a $50,000,000 revolving loan facility, the
proceeds from the issuance of $175,000,000 of 8.75% senior subordinated notes
due 2014, an equity contribution from the Principal Investors and employee
stockholders of $140,524,000, borrowings under the revolver of $23,551,000 and
approximately $2,900,000 of cash on hand. Certain existing employee shareholders
participated in the Transactions (as defined hereafter) by purchasing
approximately 296.91 shares of common stock. The Chief Executive Officer and the
President of the Company exchanged 5.4945 and 2.7472 of their shares of common
stock of the Predecessor (as defined hereafter) for 100 and 50 shares of common
stock of the Company with an equivalent value of $1,000,000 and $500,000,
respectively. In addition, the Chief Executive Officer and the President of the
Company exchanged vested options to purchase 5.607 and 2.804 shares of
Predecessor common stock, which had intrinsic values of $600,000 and $300,000,
respectively, for vested options to purchase 65.455 and 32.727 shares of Common
Stock, respectively, under the Company's equity incentive plan with intrinsic
values of $492,000 and $245,000 and fair values of $590,000 and $290,000,
respectively. The acquisition has been accounted for under the purchase method
of accounting which required that the Company adjust its assets and liabilities
to their relative fair values. In order to reflect the ultimate beneficial
ownership of the Company, the capital structure disclosed in the financial
statements is the capital structure of AAH Holdings.
The purchase price has been allocated based upon preliminary estimates of
the fair value of net assets acquired at the date of acquisition. The final
allocations will be based on independent valuations that have not yet been
completed and will be subject to change when the valuations are completed during
the second quarter of 2005. The Company does not expect the final allocation to
be significantly different from the preliminary estimates currently reflected in
the consolidated financial statements. The purchase price was principally
allocated to accounts receivable ($91,200,000), inventories ($81,600,000),
property plant and equipment ($94,400,000), goodwill ($282,871,000), other
intangible assets ($60,300,000), prepaid expenses and other current and
non-current assets ($21,400,000), and accounts payable, accrued expenses and
other current and non-current liabilities of ($101,750,000). The acquisition was
structured as a purchase of common stock and, accordingly, the amortization of
intangible assets is not deductible for income tax purposes. Goodwill is not
amortizable.
Concurrent with the acquisition, on April 30, 2004, the following
financing transactions were also consummated: the repayment of a term loan of
$147,724,000 under the Company's then existing senior secured credit facility
and the termination of all commitments thereunder; the redemption of $87,200,000
of the $110,000,000 aggregate principal amount outstanding of the Company's
9.875% senior subordinated notes due 2007 for $93,500,000 or 103.542% of the
principal amount of such notes plus accrued and unpaid interest, following the
Company's tender offer and consent
7
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
solicitation; and repayment of an $8,500,000 mortgage obligation with a
financial institution (the acquisition together with the foregoing financing
transactions are referred to herein collectively as the "Transactions"). As used
herein, Predecessor refers to the Company prior to the Transactions.
On May 31, 2004, the remaining outstanding 9.875% senior subordinated
notes due 2007 were redeemed pursuant to the redemption notice. The Company
financed the redemption with borrowings under its new revolving credit facility.
The new senior subordinated notes were sold to the initial purchasers on
April 30, 2004, and were subsequently resold to qualified institutional buyers
and non-U.S. persons in reliance upon Rule 144A and Regulation S under the
Securities Act of 1933 (the "Note Offering"). In connection with the Note
Offering, the Company entered into a Registration Rights Agreement, which
granted holders of the new notes certain exchange and registration rights. In
August 2004, the Company filed with the Securities and Exchange Commission a
Registration Statement on Form S-4 offering to exchange registered notes for the
notes issued in connection with the Note Offering. The terms of the notes and
the exchange notes are substantially identical. The exchange was completed in
October 2004.
The following unaudited pro forma information assumes the Transactions had
occurred on January 1, 2004. The pro forma information, as presented below, is
not necessarily indicative of the results that would have been obtained had the
Transactions occurred on January 1, 2004, nor is it necessarily indicative of
the Company's future results (dollars in thousands):
Three Months Ended
March 31, 2004
------------------
Net sales.................................... $ 100,525
Net income................................... $ 4,778
The pro forma net income amounts reflect the following items: (i)
adjustments for interest expense from new borrowings related to the Transactions
and the elimination of historical interest on debt repaid in the Transactions,
(ii) management fees to be paid to our Principal Investors, (iii) the
elimination of non-recurring expenses related to the Transactions, (iv) the
elimination of the increase in cost of sales in 2004 arising from the
revaluation of inventories as a result of purchase price allocation, (v)
adjustments to depreciation and amortization expense arising from the valuation
of property, plant and equipment and amortizable intangible assets, as a result
of a preliminary purchase price allocation, and (vi) the related income tax
effects of the above items based upon a pro forma effective income tax rate of
39.5%.
NOTE 3 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements as of March
31, 2005 and December 31, 2004 and for the three month periods ended March 31,
2005 and 2004 include the accounts of Amscan Holdings and its majority-owned and
controlled entities. All material intercompany balances and transactions have
been eliminated in consolidation. The unaudited consolidated financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and footnotes required by U.S. generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring items) considered
necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 2005 are not necessarily indicative of the results
to be expected for the year ending December 31, 2005. The results of operations
may be
8
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
affected by seasonal factors such as the timing of holidays or industry factors
that may be specific to a particular period, such as movement in and the general
level of raw material costs. For further information, see the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2004, as filed with the Securities
and Exchange Commission.
NOTE 4 - INVENTORIES
Inventories consisted of the following (dollars in thousands):
MARCH 31, DECEMBER 31,
2005 2004
--------- ------------
(Predecessor)
Finished goods ......................................... $ 75,530 $ 70,896
Raw materials .......................................... 11,125 11,080
Work-in-process ........................................ 7,035 7,167
--------- ------------
93,690 89,143
Less: reserve for slow moving and obsolete inventory ... (1,274) (984)
--------- ------------
$ 92,416 $ 88,159
========= ============
Inventories are valued at the lower of cost, determined on a first-in,
first-out basis, or market.
NOTE 5 - INCOME TAXES
The consolidated income tax expense for the three months ended March 31,
2005 and 2004, was determined based upon estimates of the Company's consolidated
effective income tax rate for the years ending December 31, 2005, and 2004,
respectively. The differences between the consolidated effective income tax rate
and the U.S. federal statutory rate are primarily attributable to state income
taxes, available domestic tax credits and the effects of foreign operations,
including available foreign tax credits.
NOTE 6 - COMPREHENSIVE INCOME
Comprehensive income consisted of the following (dollars in thousands):
THREE MONTHS ENDED
MARCH 31,
---------------------
2005 2004
------- -------
(Predecessor)
Net income ........................................................................ $ 4,006 $ 4,939
Net change in cumulative translation adjustment ................................... (701) 356
Change in fair value of available-for-sale securities, net of income tax benefit
of $(15)........................................................................ (23)
Change in fair value of interest rate swap contracts, net of income tax
expense (benefit) of $218, and $(55), respectively ............................. 358 (85)
Change in fair value of foreign exchange contracts, net of income tax expense
(benefit) of $194 and $(4), respectively ...................................... 312 (7)
------- -------
$ 3,975 $ 5,180
======= =======
9
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
Accumulated other comprehensive income consisted of the following (dollars
in thousands):
MARCH 31, DECEMBER 31,
2005 2004
--------- ------------
Cumulative translation adjustment ................................................... $ 1,001 $ 1,702
Interest rate swap contracts, net of income tax expense (benefit) of $102 and $(120),
respectively ..................................................................... 174 (184)
Foreign exchange contracts, net of income tax expense (benefit) of $82 and $(113),
respectively ..................................................................... 139 (173)
--------- ------------
$ 1,314 $ 1,345
========= ============
NOTE 7 - CAPITAL STOCK
At March 31, 2005 and December 31, 2004, the Company's authorized capital
stock consisted of 10,000.00 shares of preferred stock, $0.01 par value, of
which no shares were issued or outstanding and 40,000.00 shares of Common Stock,
$0.01 par value, of which 13,951.98 and 13,962.38 shares were issued and
outstanding, respectively.
During the three months ended March 31, 2005, the Company purchased and
retired 10.4 shares of redeemable Common Stock held by a former employee for
$104,000.
In connection with the Transactions (see Note 2), certain existing
employee stockholders purchased 296.91 shares of AAH Holdings Common Stock based
on the same price and terms per share as paid by the other equity investors.
Under the terms of the AAH Holdings stockholders' agreement dated April 30,
2004, the Company has an option to purchase all of the shares of Common Stock
held by former employees and, under certain circumstances, former employee
stockholders can require the Company to purchase all of the shares held by the
former employee. The purchase price as prescribed in the stockholders' agreement
is to be determined through a market valuation of the minority-held shares or,
under certain circumstances, based on cost, as defined therein. The aggregate
amount that may be payable by the Company to all employee stockholders based on
fully paid and vested common securities is classified as redeemable common
securities on the consolidated balance sheet at the estimated fair market value
of the common stock, with a corresponding adjustment to stockholders' equity. At
March 31, 2005, the aggregate amount that may be payable by the Company to
employee stockholders and employee option holders, based on the estimated market
value, was approximately $3,601,000. As there is no active market for the
Company's Common Stock, the Company estimated the fair value based on the
valuation of Common Stock issued in connection with the Transactions.
In connection with the Transactions, the Company's Chief Executive Officer
and its President exchanged 5.4945 and 2.7472 of their shares of Amscan Holdings
Common Stock for 100 and 50 shares of AAH Common Stock with an equivalent value
of $1,000,000 and $500,000, respectively. In addition, the Chief Executive
Officer and the President exchanged 5.607 and 2.804 vested options to purchase
shares of Amscan Holdings Common Stock, which had intrinsic values of $600,000
and $300,000, respectively, for vested options to purchase 65.455 and 32.727
shares of AAH Common Stock under the new equity incentive plan with intrinsic
values of $492,000 and $245,000 and estimated fair values of $590,000 and
$290,000, respectively. The fair value of the AAH options was included in the
equity contribution related to the Transactions; however as the options are
options to purchase redeemable common stock their estimated redemption value is
classified as redeemable common securities on the consolidated balance sheet.
10
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
On March 30, 2001, the Predecessor issued 40 shares of Series A Redeemable
Convertible Preferred Stock to GSCP for proceeds of $6,000,000. Dividends were
cumulative and payable annually, at 6% per annum. On March 30, 2004, the annual
dividends were distributed in additional shares of Series A Redeemable
Convertible Preferred Stock. In connection with the Transactions, on April 30,
2004, the Company redeemed all outstanding shares of Series A Redeemable
Convertible Preferred Stock, including accrued dividends of $34,000.
The Company has not paid any dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable future. The Company
currently intends to retain its earnings for working capital, repayment of
indebtedness, capital expenditures and general corporate purposes. In addition,
the Company's current credit facility and the indenture governing its senior
subordinated notes contain restrictive covenants which have the effect of
limiting the Company's ability to pay dividends or distributions to its
stockholders.
NOTE 8 - SEGMENT INFORMATION
Industry Segment
The Company manages its operations as one industry segment which involves
the design, manufacture, contract for manufacture and distribution of party
goods, including decorative party goods, metallic balloons, stationery, and gift
items.
Geographic Segments
The Company's export sales, other than those intercompany sales reported
below as sales between geographic areas, are not material. Sales between
geographic areas primarily consist of sales of finished goods for distribution
in foreign markets. No single foreign operation is significant to the Company's
consolidated operations. Sales between geographic areas are made at cost plus a
share of operating profit.
The Company's geographic area data are as follows (dollars in thousands):
DOMESTIC FOREIGN ELIMINATIONS CONSOLIDATED
--------- -------- ------------ ------------
THREE MONTHS ENDED MARCH 31, 2005
Sales to unaffiliated customers .................. $ 86,564 $ 13,812 $ 100,376
Sales between geographic areas ................... 4,536 $ (4,536) -
--------- -------- ------------ ------------
Net sales ........................................ $ 91,100 $ 13,812 $ (4,536) $ 100,376
========= ======== ============ ============
Income from operations ........................... $ 12,751 $ 962 $ 238 $ 13,951
========= ======== ============
Interest expense, net ............................ 7,527
Undistributed loss in unconsolidated joint venture 63
Other income, net ................................ (4)
------------
Income before income taxes and minority interests $ 6,365
============
Long-lived assets, net at March 31, 2005 ......... $ 471,773 $ 9,817 $ (27,394) $ 454,196
========= ======== ============ ============
11
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
DOMESTIC FOREIGN ELIMINATIONS CONSOLIDATED
PREDECESSOR: -------- ------- ------------ ------------
THREE MONTHS ENDED MARCH 31, 2004
Sales to unaffiliated customers........................... $ 87,282 $13,243 $ 100,525
Sales between geographic areas............................ 3,864 $ (3,864) -
-------- ------- ------------ ------------
Net sales................................................. $ 91,146 $13,243 $ (3,864) $ 100,525
======== ======= ============ ============
Income from operations.................................... $ 13,480 $ 829 $ 271 $ 14,580
======== ======= ============
Interest expense, net..................................... 6,361
Undistributed loss in unconsolidated joint venture........ 33
Other income, net......................................... (48)
------------
Income before income taxes and minority interests......... $ 8,234
============
Long-lived assets, net at March 31, 2004.................. $192,978 $ 9,353 $ (25,858) $ 176,473
======== ======= ============ ============
NOTE 9 - LEGAL PROCEEDINGS
The Company is a party to certain claims and litigation in the ordinary
course of business. The Company does not believe these proceedings will result,
individually or in the aggregate, in a material adverse effect on its financial
condition or future results of operations.
NOTE 10 - RELATED PARTY TRANSACTIONS
In connection with the Transactions, the Company executed a management
agreement with Berkshire Partners LLC and Weston Presidio. Pursuant to the
management agreement, Berkshire Partners LLC and Weston Presidio will be paid
annual management fees of $833,333 and $416,667, respectively. At March 31,
2005, accrued management fees payable to Berkshire Partners LLC and Weston
Presidio totaled $139,000 and $69,000, respectively. Although the indenture
governing our senior subordinated notes will permit the payments under the
management agreement, such payments will be restricted during an event of
default under the notes and will be subordinated in right of payment to all
obligations due with respect to the notes in the event of a bankruptcy or
similar proceeding of Amscan.
During the three months ended March 31, 2004, the Company sold $600,000 of
metallic balloons and other party goods to American Greetings Corporation, a
minority stockholder from February 2002 through the date of the Transactions.
NOTE 11 - STOCK OPTION PLAN
Effective May 1, 2004, the Company has elected to apply the fair value
method of Statement of Financial Accounting Standards ("SFAS") No. 123, as
amended by SFAS No.148, Accounting for Stock-Based Compensation -- Transition
and Disclosure. SFAS No. 123 permits entities to recognize as expense, over the
vesting period, the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 allows entities to apply the provisions of
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees," which requires the recognition of compensation expense at the
date of grant only if the current market price of the underlying stock exceeds
the exercise price, and to provide pro forma net income disclosures for employee
stock option grants as if the fair value based method defined in SFAS No. 123
had been applied. SFAS No. 148 provides alternative methods of transition to
SFAS 123's fair value method of accounting for stock-based employee compensation
and amends the disclosure provisions of SFAS 123. Effective with the
consummation of the Transactions (see Note 2), effective May 1, 2004, the
Company adopted SFAS No. 123 and will expense stock options issued after such
date using the fair value method as provided for in SFAS No. 123, as amended.
12
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
In April 2005, the SEC deferred the implementation date of SFAS No.
123(R), Share-Based Payment. As a result, we plan to adopt SFAS No. 123(R)
effective January 1, 2006 rather than the initial implementation date of July
2005.
Prior to the Transactions, the Predecessor elected to apply the intrinsic
value method of APB No. 25 for awards granted under its stock-based compensation
plans and to provide the pro forma disclosures required by SFAS No. 123. No
compensation cost was recognized in connection with the issuance of options
under the Amscan Holdings, Inc. 1997 Stock Incentive Plan, (the "Predecessor
Plan") through April 30, 2004 as all options were granted with exercise prices
equal to the estimated fair market value of the Common Stock on the date of
grant.
Had the Predecessor determined stock-based compensation based on the fair
value of the options granted at the grant date, consistent with the method
prescribed under SFAS No. 123, the Predecessor's net income would have been
reduced to amount indicated below (dollars in thousands):
THREE MONTHS ENDED
MARCH 31, 2004
------------------
Net Income:
As Reported........................................................... $ 4,939
Less: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of income taxes of $95................................ 145
-------
SFAS No. 123 pro forma net income.......................................... $ 4,794
=======
In connection with the Transactions, all options granted under the
Predecessor Plan vested immediately on April 30, 2004 and, except for those held
by the Chief Executive Officer and the President (see Note 7), all options were
exercised. The Chief Executive Officer and the President exchanged 5.607 and
2.804 vested options to purchase shares of Predecessor Common Stock, which had
intrinsic values of $600,000 and $300,000, respectively, for vested options to
purchase 65.455 and 32.727 shares of Company Common Stock under the new equity
incentive plan with intrinsic values of $492,000 and $245,000 and estimated fair
values of $590,000 and $290,000, respectively. Such options were recorded as
part of the purchase price allocations and have been classified as redeemable
common securities on the Company's consolidated balance sheet. No additional
options have been granted by the Company through March 31, 2005.
NOTE 12 - CONDENSED CONSOLIDATING FINANCIAL INFORMATION
In connection with the consummation of the Transactions, on April 30,
2004, all borrowings under the then existing credit agreement were repaid and
the facility was terminated. In addition, $87,200,000 in aggregate principal
amount of the 9.875% senior subordinated notes due 2007 were accepted in a
tender offer and a redemption notice was issued for the remaining senior
subordinated notes (see Note 2). The aggregate cost to purchase the 9.875%
senior subordinated notes due 2007 tendered pursuant to the tender offer was
approximately $93,500,000, or 103.542% of the principal amount of such 9.875%
senior subordinated notes plus accrued and unpaid interest. On May 31, 2004, the
remaining $22,800,000 in aggregate principal amount of the outstanding 9.875%
senior subordinated notes were redeemed pursuant to the redemption notice at a
price of 103.292% of the principal amount of such notes plus accrued and unpaid
interest.
The acquisition was financed with initial borrowings consisting of a
$205,000,000 term loan under a new senior secured credit facility, which
includes a $50,000,000 revolving loan facility, the proceeds from the issuance
of $175,000,000 of 8.75% senior subordinated notes due 2014, the equity
contribution by our Principal Investors and
13
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
employee stockholders of $140,524,000, borrowings under the revolver of
$23,551,000 and approximately $2,900,000 of cash on hand. Borrowings under the
new senior secured credit facility, the revolving loan facility and the
$175,000,000 of 8.75% senior subordinated notes due 2014 are guaranteed jointly
and severally, fully and unconditionally, by the following wholly-owned domestic
subsidiaries of the Company (the "Guarantors"):
- Amscan Inc.
- Am-Source, LLC
- Anagram International, Inc.
- Anagram International Holdings, Inc.
- Anagram International, LLC
- M&D Industries, Inc.
- SSY Realty Corp.
- JCS Packaging Inc. (formerly JCS Realty Corp.)
- Anagram Eden Prairie Property Holdings LLC
- Trisar, Inc.
Non-guarantor subsidiaries ("Non-guarantors") include the following:
- Amscan Distributors (Canada) Ltd.
- Amscan Holdings Limited
- Amscan (Asia-Pacific) Pty. Ltd.
- Amscan Partyartikel GmbH
- Amscan de Mexico, S.A. de C.V.
- Anagram International (Japan) Co., Ltd.
- Anagram Espana, S.A.
- Anagram France S.C.S.
- JCS Hong Kong Ltd.
The following information presents consolidating balance sheets as of
March 31, 2005 and December 31, 2004, and the related consolidating statements
of income and consolidating statements of cash flows for the three month periods
ended March 31, 2005 and 2004 for the combined Guarantors and the combined
Non-guarantors and elimination entries necessary to consolidate the entities
comprising the combined companies.
14
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
CONSOLIDATING BALANCE SHEET
MARCH 31, 2005
(DOLLARS IN THOUSANDS)
AMSCAN
HOLDINGS AND COMBINED
COMBINED NON-
GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
------------ ---------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents........................... $ 726 $ 1,324 $ 2,050
Accounts receivable, net of allowances.............. 77,644 12,946 90,590
Inventories, net of allowances...................... 81,050 11,737 $ (371) 92,416
Prepaid expenses and other current assets........... 13,979 1,575 15,554
------------ ---------- ------------ ------------
Total current assets.......................... 173,399 27,582 (371) 200,610
Property, plant and equipment, net..................... 94,827 1,961 96,788
Goodwill, net.......................................... 277,759 5,112 282,871
Tradenames............................................. 33,500 33,500
Other intangible assets, net........................... 21,973 21,973
Other assets, net...................................... 43,714 2,744 (27,394) 19,064
------------ ---------- ------------ ------------
Total assets.................................. $ 645,172 $ 37,399 $ (27,765) $ 654,806
============ ========== ============ ============
LIABILITIES, REDEEMABLE COMMON SECURITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Loans and notes payable............................. $ 3,325 $ 3,325
Accounts payable.................................... 31,415 $ 1,961 33,376
Accrued expenses ................................... 21,225 6,036 27,261
Income taxes payable ............................... 2,211 311 $ (36) 2,486
Current portion of long-term obligations............ 2,597 209 2,806
------------ ---------- ------------ ------------
Total current liabilities..................... 60,773 8,517 (36) 69,254
Long-term obligations, excluding current portion....... 384,185 202 384,387
Deferred income tax liabilities........................ 43,564 43,564
Other. ................................................ 2,011 25,278 (23,992) 3,297
------------ ---------- ------------ ------------
Total liabilities............................. 490,533 33,997 (24,028) 500,502
Redeemable common securities........................... 3,601 3,601
Commitments and contingencies
Stockholders' equity:
Preferred Stock..................................... -
Common Stock........................................ 339 (339) -
Additional paid-in capital.......................... 136,819 136,819
Retained earnings................................... 12,905 2,143 (2,478) 12,570
Accumulated other comprehensive income.............. 1,314 920 (920) 1,314
------------ ---------- ------------ ------------
Total stockholders' equity.................... 151,038 3,402 (3,737) 150,703
------------ ---------- ------------ ------------
Total liabilities, redeemable common
securities and stockholders' equity.... $ 645,172 $ 37,399 $ (27,765) $ 654,806
============ ========== ============ ============
15
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2004
(DOLLARS IN THOUSANDS)
AMSCAN
HOLDINGS AND COMBINED
COMBINED NON-
GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
------------ ------------ ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents........................... $ 3,153 $ 1,099 $ 4,252
Accounts receivable, net of allowances.............. 72,353 11,615 83,968
Inventories, net of allowances...................... 77,386 11,052 $ (279) 88,159
Prepaid expenses and other current assets........... 13,914 1,327 15,241
------------ ------------ ------------ ------------
Total current assets.......................... 166,806 25,093 (279) 191,620
Property, plant and equipment, net..................... 94,179 1,955 96,134
Goodwill, net.......................................... 277,699 5,222 282,921
Tradenames............................................. 33,500 33,500
Other intangible assets, net........................... 23,289 23,289
Other assets, net...................................... 41,875 3,331 (25,404) 19,802
------------ ------------ ------------ ------------
Total assets.................................. $ 637,348 $ 35,601 $ (25,683) $ 647,266
============ ============ ============ ============
LIABILITIES, REDEEMABLE COMMON SECURITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Loans and notes payable............................. $ 2,025 $ 2,025
Accounts payable.................................... 34,918 $ 1,924 36,842
Accrued expenses ................................... 14,425 6,555 20,980
Income taxes payable ............................... 2,319 302 $ (27) 2,594
Current portion of long-term obligations............ 2,627 180 2,807
------------ ------------ ------------ ------------
Total current liabilities..................... 56,314 8,961 (27) 65,248
Long-term obligations, excluding current portion....... 384,802 191 384,993
Deferred income tax liabilities........................ 43,175 43,175
Other. ................................................ 2,372 23,310 (22,265) 3,417
------------ ------------ ------------ ------------
Total liabilities............................. 486,663 32,462 (22,292) 496,833
Redeemable common securities........................... 3,705 3,705
Commitments and contingencies
Stockholders' equity:
Preferred Stock..................................... -
Common Stock........................................ 339 (339) -
Additional paid-in capital............................ 136,819 136,819
Retained earnings................................... 8,816 1,384 (1,636) 8,564
Accumulated other comprehensive income.............. 1,345 1,416 (1,416) 1,345
------------ ------------ ------------ ------------
Total stockholders' equity.................... 146,980 3,139 (3,391) 146,728
------------ ------------ ------------ ------------
Total liabilities, redeemable common
securities and stockholders' equity.... $ 637,348 $ 35,601 $ (25,683) $ 647,266
============ ============ ============ ============
16
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(DOLLARS IN THOUSANDS)
AMSCAN
HOLDINGS AND COMBINED
COMBINED NON-
GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
------------ ---------- ------------ ------------
Net sales......................................... $ 91,100 $ 13,812 $ (4,536) $ 100,376
Cost of sales..................................... 62,280 8,965 (4,444) 66,801
--------- --------- --------- ---------
Gross profit............................. 28,820 4,847 (92) 33,575
Operating expenses:
Selling expenses.............................. 6,999 1,985 8,984
General and administrative expenses........... 6,808 1,900 (330) 8,378
Art and development costs..................... 2,262 2,262
--------- --------- --------- ---------
Total operating expenses................. 16,069 3,885 (330) 19,624
--------- --------- --------- ---------
Income from operations................... 12,751 962 238 13,951
Interest expense, net............................. 7,498 29 7,527
Undistributed loss in unconsolidated joint venture 63 63
Other income, net................................. (1,079) (14) 1,089 (4)
--------- --------- --------- ---------
Income before income taxes and
minority interests..................... 6,269 947 (851) 6,365
Income tax expense................................ 2,207 184 (36) 2,355
Minority interests................................ 4 4
--------- --------- --------- ---------
Net income............................... $ 4,062 $ 759 $ (815) $ 4,006
========= ========= ========= =========
17
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(PREDECESSOR)
(DOLLARS IN THOUSANDS)
AMSCAN
HOLDINGS AND COMBINED
COMBINED NON-
GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
------------ ---------- ------------ ------------
Net sales.............................................. $91,146 $13,243 $(3,864) $100,525
Cost of sales.......................................... 61,084 8,802 (3,805) 66,081
------- ------- ------- --------
Gross profit.................................. 30,062 4,441 (59) 34,444
Operating expenses:
Selling expenses................................... 7,528 1,774 9,302
General and administrative expenses................ 6,621 1,838 (330) 8,129
Art and development costs.......................... 2,433 2,433
------- ------- ------- --------
Total operating expenses...................... 16,582 3,612 (330) 19,864
------- ------- ------- --------
Income from operations........................ 13,480 829 271 14,580
Interest expense, net ................................. 6,313 48 6,361
Undistributed loss in unconsolidated joint venture..... 33 33
Other income, net...................................... (874) (42) 868 (48)
------- ------- ------- --------
Income before income taxes and
minority interests.......................... 8,008 823 (597) 8,234
Income tax expense..................................... 3,033 242 (23) 3,252
Minority interests..................................... 43 43
------- ------- ------- --------
Net income.................................... 4,975 538 (574) 4,939
Dividend on redeemable convertible
preferred stock............................ 102 102
------- ------- ------- --------
Net income applicable to common shares........ $ 4,873 $ 538 $ (574) $ 4,837
======= ======= ======= ========
18
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(DOLLARS IN THOUSANDS)
AMSCAN HOLDINGS COMBINED
AND COMBINED NON-
GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
--------------- ---------- ------------ ------------
Cash flows (used in) provided by operating activities:
Net income............................................... $ 4,062 $ 759 $ (815) $ 4,006
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization expense................. 3,553 191 3,744
Amortization of deferred financing costs.............. 369 369
Provision for doubtful accounts....................... 203 55 258
Deferred income tax benefit........................... 2,067 2,067
Undistributed loss in unconsolidated joint venture.... 63 63
Changes in operating assets and liabilities:
Increase in accounts receivable................. (5,494) (1,602) (7,096)
Increase in inventories, net.................... (3,664) (886) 92 (4,458)
Increase in prepaid expenses and other
current assets............................... (1,807) (275) (2,082)
Increase (decrease) in accounts payable,
accrued expenses and income taxes payable..... 3,621 21 (36) 3,606
Other, net........................................... (3,310) 2,563 759 12
---------- ------- ------ ---------
Net cash (used in) provided by operating
activities............................. (337) 826 489
Cash flows used in investing activities:
Capital expenditures..................................... (2,633) (145) (2,778)
---------- ------- ---------
Net cash used in investing activities........... (2,633) (145) (2,778)
Cash flows provided by (used in) financing activities:
Repayment of loans, notes payable and long-term
obligations.......................................... (647) (43) (690)
Proceeds from short term obligations..................... 1,300 1,300
Purchase and retirement of redeemable Common
Stock held by a former employee...................... (104) (104)
---------- ------- ------ ---------
Net cash provided by (used in) financing
activities............................. 549 (43) - 506
Effect of exchange rate changes on cash
and cash equivalents..................................... (6) (413) (419)
---------- ------- ------ ---------
Net (decrease) increase in cash and cash
equivalents............................ (2,427) 225 (2,202)
Cash and cash equivalents at beginning of period............ 3,153 1,099 4,252
---------- ------- ------ ---------
Cash and cash equivalents at end of period.................. $ 726 $ 1,324 $ - $ 2,050
========== ======= ====== =========
19
AMSCAN HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(PREDECESSOR)
(DOLLARS IN THOUSANDS)
AMSCAN HOLDINGS COMBINED
AND COMBINED NON-
GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
--------------- ---------- ------------ ------------
Cash flows (used in) provided by operating activities:
Net income........................................................ $ 4,975 $ 538 $ (574) $ 4,939
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization expense.......................... 3,810 158 3,968
Amortization of deferred financing costs....................... 537 537
Amortization of restricted Common Stock award.................. 39 39
Provision for doubtful accounts................................ 448 93 541
Deferred income tax expense.................................... 337 337
Undistributed loss in unconsolidated joint venture............. 33 33
Gain on disposal of property and equipment..................... (36) (36)
Changes in operating assets and liabilities:
Increase in accounts receivable......................... (12,130) (1,149) (13,279)
Decrease in inventories................................. 4,273 110 59 4,442
Increase in prepaid expenses and other
current assets....................................... (5,426) (960) (6,386)
Increase in accounts payable, accrued
expenses and income taxes payable.................... 1,313 963 (23) 2,253
Other, net.............................................. 1,787 552 538 2,877
--------------- ---------- ------------ ------------
Net cash (used in) provided by
operating activities................................. (4) 269 265
Cash flows used in investing activities:
Capital expenditures.............................................. (2,403) (384) (2,787)
Proceeds from disposal of property and equipment.................. 53 53
--------------- ---------- ------------ ------------
Net cash used in investing activities................... (2,403) (331) (2,734)
Cash flows used in financing activities:
Repayment of loans, notes payable and long-term
obligations.................................................. (21,034) (60) (21,094)
Repayment of note receivable from employee stockholder............ 25 25
--------------- ---------- ------------ ------------
Net cash used in financing activities................... (21,009) (60) (21,069)
Effect of exchange rate changes on cash and cash
equivalents.................................................. (54) 301 247
--------------- ---------- ------------ ------------
Net (decrease) increase in cash and cash
equivalents......................................... (23,470) 179 (23,291)
Cash and cash equivalents at beginning of period...................... 30,740 722 31,462
--------------- ---------- ------------ ------------
Cash and cash equivalents at end of period............................ $ 7,270 $ 901 $ $ 8,171
=============== ========== ============ ============
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE TRANSACTIONS
On April 30, 2004, Amscan and AAH Acquisition Corporation ("AAH
Acquisition"), a wholly-owned subsidiary of AAH Holdings Corporation ("AAH
Holdings"), a privately held corporation jointly controlled by funds affiliated
with Berkshire Partners LLC and Weston Presidio (together the "Principal
Investors") entered into a merger agreement, with Amscan continuing as the
surviving entity and as a wholly-owned subsidiary of AAH Holdings. Under the
terms of the agreement, the equity interests in Amscan of GS Capital Partners
II, L.P. and certain other private investment funds managed by Goldman, Sachs &
Co., (collectively "GSCP"), and all other stockholders, other than certain
management investors, were cancelled in exchange for the right to receive cash.
Cash paid to consummate the acquisition totaled $530.0 million and was financed
with initial borrowings (before deducting deferred financing costs of $13.1
million) consisting of a $205.0 million term loan under a new senior secured
credit facility which includes a $50.0 million revolving loan facility, the
proceeds from the issuance of $175.0 million of 8.75% senior subordinated notes
due 2014, an equity contribution from the Principal Investors and employee
stockholders of $140.5 million, borrowings under the revolver of $23.6 million
and approximately $2.9 million of cash on hand. Certain existing employee
shareholders participated in the Transactions (as defined hereafter) by
purchasing approximately 296.91 shares of common stock. The Chief Executive
Officer and the President of the Company exchanged 5.4945 and 2.7472 of their
shares of common stock of the Predecessor (as defined hereafter) for 100 and 50
shares of common stock of the Company with an equivalent value of $1.0 million
and $0.5 million, respectively. In addition, the Chief Executive Officer and the
President of the Company exchanged vested options to purchase 5.607 and 2.804
shares of Predecessor common stock, which had intrinsic values of $0.6 million
and $0.3 million, respectively, for vested options to purchase 65.455 and 32.727
shares of Common Stock, respectively, under the Company's equity incentive plan
with intrinsic values of $0.5 million and $0.2 million and fair values of $0.6
million and $0.3 million, respectively. The acquisition has been accounted for
under the purchase method of accounting which required that the Company adjust
its assets and liabilities to their relative fair values. In order to reflect
the ultimate beneficial ownership of the Company, the capital structure
disclosed in the Company's financial statements is the capital structure of AAH
Holdings.
The purchase price has been allocated based upon preliminary estimates of
the fair value of net assets acquired at the date of acquisition. The final
allocations will be based on independent valuations that have not yet been
completed and will be subject to change when the valuations are completed during
the second quarter of 2005. The Company does not expect the final allocation to
be significantly different from the preliminary estimates currently reflected in
consolidated financial statements. The purchase price was principally allocated
to accounts receivable ($91.2 million), inventories ($81.6 million), property
plant and equipment ($94.4 million), goodwill ($282.9 million), other intangible
assets ($60.3 million), prepaid expenses and other current and non-current
assets ($21.4 million), and accounts payable, accrued expenses and other current
and non-current liabilities of ($101.8 million). The acquisition was structured
as a purchase of common stock and, accordingly, the amortization of intangible
assets is not deductible for income tax purposes. Goodwill is not amortizable.
Concurrent with the acquisition, the following financing transactions were
also consummated: the repayment of a term loan of $147.7 million under our then
existing senior secured credit facility and the termination of all commitments
thereunder; the redemption of $87.2 million of the $110.0 million aggregate
principal amount outstanding of our 9.875% senior subordinated notes due 2007
for $93.5 million or 103.542% of the principal amount of such notes plus accrued
and unpaid interest following our tender offer and consent solicitation; and
repayment of a $8.5 million mortgage obligation with a financial institution
(the acquisition together with the foregoing financing transactions are referred
to herein collectively as the "Transactions"). As used herein, Predecessor
refers to the Company prior to the Transactions.
On May 31, 2004, the remaining outstanding 9.875% senior subordinated
notes due 2007 were redeemed pursuant to the redemption notice. The Company
financed the redemption with borrowings under its new revolving credit facility.
21
The new senior subordinated notes were sold to the initial purchasers on
April 30, 2004, and were subsequently resold to qualified institutional buyers
and non-U.S. persons in reliance upon Rule 144A and Regulation S under the
Securities Act of 1933 (the "Note Offering"). In connection with the Note
Offering, the Company entered into a Registration Rights Agreement, which
granted holders of the new notes certain exchange and registration rights. In
August 2004, the Company filed with the Securities and Exchange Commission a
Registration Statement on Form S-4 offering to exchange registered notes for the
notes issued in connection with the Note Offering. The terms of the notes and
the exchange notes are substantially identical. The exchange was completed in
October 2004.
THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31, 2004
PERCENTAGE OF NET SALES
THREE MONTHS ENDED
MARCH 31,
---------------------
2005 2004
----- -----
Net sales.............................................. 100.0% 100.0%
Cost of sales.......................................... 66.6 65.7
----- -----
Gross profit................................... 33.4 34.3
Operating expenses:
Selling expenses................................... 9.0 9.3
General and administrative expenses................ 8.3 8.1
Art and development costs.......................... 2.2 2.4
----- -----
Total operating expenses....................... 19.5 19.8
----- -----
Income from operations......................... 13.9 14.5
Interest expense, net.................................. 7.5 6.3
Undistributed loss in unconsolidated joint venture..... 0.1
Other income, net......................................
----- -----
Income before income taxes and minority interests...... 6.3 8.2
Income tax expense..................................... 2.3 3.3
Minority interests.....................................
----- -----
Net income..................................... 4.0% 4.9%
===== =====
NET SALES. Net sales of $100.4 million for the quarter ended March 31,
2005 were comparable to net sales for the quarter ended March 31, 2004. Sales to
party superstores were higher during the first quarter of 2005 as certain
national chains had rationalized inventories during the first quarter of 2004.
The increase in superstore sales and increased international sales (including
the effects of foreign exchange fluctuations) were offset by lower domestic
balloon and contract manufacturing sales.
GROSS PROFIT. Gross profit margin for the first quarter of 2005 was 33.4%,
or 90 basis points lower than during the first quarter of 2004. The decrease in
gross profit margin principally reflects the impact of higher raw material and
freight costs as well as product sales mix.
OPERATING EXPENSES. Selling expenses of $9.0 million for the quarter ended
March 31, 2005 were $0.3 million lower than for the first quarter of 2004
principally as a result of a reduction in sales force during the second half of
2004. As a percent of net sales, selling expenses were 9.0% for the three months
ended March 31, 2005, 30 basis points lower than in 2004.
General and administrative expenses of $8.4 million for the quarter ended
March 31, 2005 were $0.3 million higher than for the first quarter of 2004. As a
percentage of net sales, general and administrative expenses were 8.3% for the
first quarter of 2005, or 20 basis points higher than in 2004. The net increase
in general and administrative expenses principally reflects higher professional
fees and management fees to our Principal Investors offset, in part, by
22
lower depreciation and amortization expense (arising from changes in asset
valuations and useful lives as a result of the Transactions) and lower bad debt
expense.
Art and development costs of $2.3 million for the quarter ended March 31,
2005 were $0.2 million lower than costs for the first quarter of 2004,
reflecting reduced development of custom product lines. As a percentage of net
sales, art and development costs were 2.2% for the first quarter of 2005 or 20
basis points lower than the first quarter of 2004.
INTEREST EXPENSE, NET. Interest expense of $7.5 million for the three
months ended March 31, 2005 was $1.2 million higher than for the three months
ended March 31, 2004, due to the impact of higher average borrowings partially
offset by lower interest rates.
UNDISTRIBUTED LOSS IN UNCONSOLIDATED JOINT VENTURE. Undistributed loss in
unconsolidated joint venture represents our share of the loss from our Mexican
balloon distribution joint venture, including the elimination of intercompany
profit in the joint venture's inventory at March 31, 2005.
INCOME TAXES. Income taxes for the first quarter of 2005 and 2004 were
based upon estimated consolidated effective income tax rates of 37.0% and 39.5%
for the years ending December 31, 2005 and 2004, respectively. The reduction in
the effective tax rate is primarily attributable to additional tax items
required in 2004 and the estimated benefit of the Domestic Production Activities
deduction in 2005.
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL STRUCTURE
Our senior secured credit facility contains financial covenants and
maintenance tests, including a minimum interest coverage test and a maximum
total leverage test, and restrictive covenants, including restrictions on our
ability to make capital expenditures or pay dividends. The senior secured credit
facility is secured by substantially all of our assets and the assets of some of
our subsidiaries, and by a pledge of all of our domestic subsidiaries' capital
stock and a portion of our wholly owned foreign subsidiaries' capital stock.
The Company's term loan provides for amortization (in quarterly
installments) of 1.0% per annum through June 30, 2010, and will then amortize in
equal quarterly payments through June 30, 2012. The term loan bears interest, at
the option of the Company, at the index rate plus 1.75% per annum or at LIBOR
plus 2.75% per annum. At March 31, 2005, the term loan balance was $203.5
million, with a floating interest rate of 5.61%. To hedge the risk associated
with fluctuations in interest rates, the Company entered into two interest rate
swap transactions with a financial institution during 2004, for an initial
aggregate notional amount of $17.4 million, increasing over three years to $62.6
million.
Revolving loans under the senior credit facility expire on April 30, 2010
and bear interest, at the option of the Company, at the index rate plus, based
on performance, a margin ranging from 0.75% to 1.50% per annum, or at LIBOR
plus, based on performance, a margin ranging from 1.75% to 2.50% per annum. At
March 31, 2005, the Company had borrowings under the revolver totaling $3.3
million at a floating interest rate of 7.25%. Standby letters of credit totaling
$8.2 million were outstanding and the Company had borrowing capacity of $38.5
million under the terms of the revolver at March 31, 2005.
At March 31, 2005, we had a 400,000 Canadian dollar denominated revolving
credit facility which bears interest at the Canadian prime rate plus 0.6% and
expires on June 30, 2005; a 1.0 million British Pound Sterling denominated
revolving credit facility which bears interest at the U.K. base rate plus 1.75%
and expires on May 31, 2005, and a $1.0 million revolving credit facility which
bears interest at LIBOR plus 1.0% and expires on December 31, 2005. No
borrowings were outstanding under these revolving credit facilities at March 31,
2005. We expect to renew these revolving credit facilities upon expiration.
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Long-term borrowings at March 31, 2005 include a mortgage note with the
New York State Job Development Authority of $8.3 million which requires monthly
payments based on a 180-month amortization period with a balloon payment upon
maturity in January 2010. The mortgage note bears interest at the rate of 3.41%,
and is subject to review and adjustment semi-annually based on the New York
State Job Development Authority's confidential internal protocols. The mortgage
note is collateralized by a distribution facility located in Chester, New York.
On April 30, 2004, in connection with the Transactions, a first lien mortgage
note of $8.5 million was paid in full. The mortgage note bore interest at LIBOR
plus 2.75%. However, we utilized an interest rate swap agreement to effectively
fix the loan rate at 8.40% for the term of the loan. The related interest rate
swap agreement was terminated on April 30, 2004 in connection with the
Transactions at a cost of $0.7 million.
In connection with the Transactions on April 30, 2004, the Company
redeemed all outstanding shares of Series A Redeemable Convertible Preferred
Stock at a redemption price per share equal to $182,000 in cash, together with
accrued and unpaid dividends.
Our senior subordinated notes, totaling $175 million, were sold to the
initial purchasers by the Company in the Note Offering. In connection with the
Note Offering, the Company entered into a Registration Rights Agreement, which
granted holders of the new notes certain exchange and registration rights. In
August 2004, the Company filed with the Securities and Exchange Commission a
Registration Statement on Form S-4 offering to exchange registered notes for the
notes issued in connection with the Note Offering. The terms of the notes and
the exchange notes are substantially identical. The exchange was completed in
October 2004. The senior subordinated notes due 2014 bear interest at a rate of
8.75% per annum. Interest is payable semi-annually on May 1 and November 1 of
each year.
We have entered into various capital leases for machinery and equipment
with implicit interest rates ranging from 7.70% to 8.80% which extend to 2008.
The Company has several non-cancelable operating leases principally for
office, distribution and manufacturing facilities, showrooms and warehouse
equipment. These leases expire on various dates through 2017 and generally
contain renewal options and require the Company to pay real estate taxes,
utilities and related insurance costs. Rent expense for the three months ended
March 31, 2005 and 2004, was $3.1 million and $2.9 million, respectively. The
minimum lease payments currently required under non-cancelable operating leases
for the year ending December 31, 2005 approximate $12.3 million.
In connection with the Transactions, we executed a management agreement
with our Principal Investors, Berkshire Partners LLC and Weston Presidio.
Pursuant to the management agreement, Berkshire Partners LLC and Weston Presidio
will be paid annual management fees of $0.8 million and $0.4 million,
respectively. Although the indenture governing the 8.75% senior subordinated
notes will permit the payments under the management agreement, such payments
will be restricted during an event of default under the notes and will be
subordinated in right of payment to all obligations due with respect to the
senior subordinated notes in the event of a bankruptcy or similar proceeding of
Amscan.
We expect that cash generated from operating activities and availability
under our senior secured credit facility will be our principal sources of
liquidity. Based on our current level of operations, we believe our cash flow
from operations and available cash and available borrowings under our senior
secured credit facility will be adequate to meet our liquidity needs for at
least the next twelve 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 our senior secured credit facility in an amount
sufficient to enable us to repay our indebtedness, including the notes, or to
fund our other liquidity needs
CASH FLOW DATA - THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS
ENDED MARCH 31, 2004
Net cash provided by operating activities during the three months ended
March 31, 2005 and 2004, totaled $0.5 million and $0.4 million, respectively.
Net cash flow provided by operating activities before changes in operating
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assets and liabilities for the three months ended March 31, 2005 and 2004, was
$10.5 million and $10.4 million, respectively. Changes in operating assets and
liabilities for the three months ended March 31, 2005 and 2004, resulted in the
use of cash of $10.0 million and $10.1 million, respectively.
During the three months ended March 31, 2005 and 2004, net cash used in
investing activities of $2.8 million and $2.7 million, respectively, consisted
principally of additional investments in distribution and manufacturing
equipment.
During the three months ended March 31, 2005, net cash provided by
financing activities of $0.5 million included proceeds of $1.3 million from
short-term borrowings under the revolver, partially offset by scheduled payments
of $0.7 million on the term loan and other long-term obligations, as well as the
purchase of redeemable Common Stock held by a former employee totaling $0.1
million. During the three months ended March 31, 2004, net cash used in
financing activities of $21.1 million consisted of scheduled payments on the
term loan and other long-term obligations as well as a required prepayment of
the term loan of $20.2 million based on our excess cash flows for the year ended
December 31, 2003, partially offset by proceeds from the repayment of an
employee note receivable.
LEGAL PROCEEDINGS
The Company is a party to certain claims and litigation in the ordinary
course of business. The Company does not believe any of these proceedings will
result, individually or in the aggregate, in a material adverse effect on its
financial condition or future results of operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains "forward-looking statements."
Forward-looking statements give our current expectations or forecasts of future
events. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," "project" or "continue" or the negative
thereof and similar words. From time to time, we also may provide oral or
written forward-looking statements in other materials we release to the public.
Any or all of our forward-looking statements in this quarterly report and in any
public statements we make may turn out to be wrong. They can be affected by
inaccurate assumptions we might make or by known or unknown risks or
uncertainties. Consequently, no forward-looking statement can be guaranteed.
Actual results may vary materially. Investors are cautioned not to place undue
reliance on any forward-looking statements. Important factors that could cause
actual results to differ materially from the forward-looking statements include,
but are not limited to: our inability to satisfy our debt obligations, the
reduction of volume of purchases by one or more of our large customers, our
inability to collect receivables from our customers, the termination of our
licenses, our inability to identify and capitalize on changing design trends and
customer preferences, changes in the competitive environment, increases in the
costs of raw materials and the possible risks and uncertainties that have been
noted in reports filed by us with the Securities and Exchange Commission,
including our annual report on Form 10-K for the year ended December 31, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings are affected by changes in interest rates as a result of our
variable rate indebtedness. However, we have utilized interest rate swap
agreements to manage the market risk associated with fluctuations in interest
rates. If market interest rates for our variable rate indebtedness averaged 2%
more than the interest rate actually paid for the three months ended March 31,
2005 and 2004, our interest expense, after considering the effects of our
interest rate swap agreements, would have increased, and income before income
taxes and minority interest would have decreased, by $1.0 million and $0.4
million, respectively. These amounts are determined by considering the impact of
the hypothetical interest rates on our borrowings and interest rate swap
agreements. This analysis does not consider the effects of the reduced level of
overall economic activity that could exist in such an environment. Further, in
the event of
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a change of such magnitude, management would likely take actions to further
mitigate our exposure to the change. However, due to the uncertainty of the
specific actions that we would take and their possible effects, the sensitivity
analysis assumes no changes in our financial structure.
Our earnings are also affected by fluctuations in the value of the U.S.
dollar as compared to foreign currencies, predominately in European countries,
as a result of the sales of our products in foreign markets. Although we
periodically enter into foreign currency forward contracts to hedge against the
earnings effects of such fluctuations, we may not be able to hedge such risks
completely or permanently. A uniform 10% strengthening in the value of the U.S.
dollar relative to the currencies in which our foreign sales are denominated
would have resulted in a decrease in gross profit of $0.5 million and $0.4
million for the three months ended March 31, 2005 and 2004, respectively. These
calculations assume that each exchange rate would change in the same direction
relative to the U.S. dollar. In addition to the direct effects of changes in
exchange rates, which could change the U.S. dollar value of the resulting sales,
changes in exchange rates may also affect the volume of sales or the foreign
currency sales price as competitors' products become more or less attractive.
Our sensitivity analysis of the effects of changes in foreign currency exchange
rates does not factor in a potential change in sales levels or local currency
prices.
ITEM 4. CONTROLS AND PROCEDURES
Based on an evaluation of the effectiveness of the Company's disclosure
controls and procedures performed by the Company's management, with the
participation of the Company's Chief Executive Officer and its Chief Financial
Officer, as of the end of the period covered by this report, the Company's Chief
Executive Officer and its Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective.
As used herein, "disclosure controls and procedures" means controls and
other procedures of the Company that are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act is accumulated and communicated to the
Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
There were no changes in the Company's internal control over financial
reporting identified in connection with the evaluation described in the
preceding paragraph that occurred during the Company's fiscal quarter ended
March 31, 2005 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II
ITEM 6. EXHIBITS
31(1) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended.
31(2) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended.
32 Certification of Chief Executive and Financial Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
26
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.
AMSCAN HOLDINGS, INC.
By: /s/ Michael A. Correale
------------------------
Michael A. Correale
Chief Financial Officer
(on behalf of the registrant and as principal
Date: May 16, 2005 financial and accounting officer)
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