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8-K - 8-K - Party City Holdco Inc.d628520d8k.htm

Exhibit 99.1

 

LOGO

Party City Announces Third Quarter 2018 Financial Results; Total Revenue for Fiscal

October 2018 and a Share Repurchase Program

ELMSFORD, N.Y.— Party City Holdco Inc. (NYSE:PRTY) today announced financial results for the third quarter ended September 30, 2018, as well as total revenue for fiscal October 2018.

James M. Harrison, Chief Executive Officer, stated, “Our third quarter and fiscal October results were softer than expected, impacted in part by temporary operational disruptions, increased inflationary pressures associated with distribution costs and helium shortages and slightly lower sales than expected. Despite the top line challenges, we continued to focus on leveraging our vertical model, driving costs out of the business, effectively deploying capital and strengthening our business model through investment and execution of our growth strategies. Our North American retail Halloween business was down 90bps1 versus fiscal October 2017 on a like for like basis as our strengthened North American web business and improved temporary store offering only partially offset Party City permanent store comparable sales declines. Based on our year-to date financial performance we are revising our previously provided fiscal 2018 outlook.”

Mr. Harrison continued, “Looking ahead, we continue to focus on our growth initiatives and we believe these key strategies will help drive improvement given the encouraging early results we’ve seen in many areas. The investments we are making across the business will further strengthen our market position as the leading wholesaler and retailer in the industry and allow us to capitalize on the exciting opportunities that will present themselves in 2019, including a Thursday Halloween and significant new licensed properties.”

Mr. Harrison added, “We are also announcing today that our Board of Directors has approved a new $100 million share repurchase program. We believe that our strong free cash flow characteristics afford us the opportunity to return value to shareholders via this repurchase program at attractive share price multiples, while we also de-leverage the balance sheet.”

Third Quarter Summary:

 

   

Total revenues decreased 1.3% on a reported basis and 0.7% on a constant currency basis.

 

   

Retail sales increased 3.2% on a reported basis (3.5% on a constant currency basis), driven primarily by square footage growth from store acquisitions.

 

   

Brand comparable sales decreased 1.0% during the third quarter.

 

   

Net third-party wholesale revenues decreased 9.4% on a reported basis or 4.8% after adjusting for the impacts of currency and franchise store acquisitions.


   

Total gross profit margin increased 60 basis points, as higher manufactured share-of-shelf2, the benefit of our retail productivity efforts, lower promotional spend and positive sales mix were partially offset by increased freight and distribution costs and increased commodity pressures, including higher helium costs.

 

   

Operating expenses totaled $171.7 million and were $6.5 million higher than the third quarter of 2017 as square footage growth and the impact of inflation were partially offset by further realized savings associated with improved productivity and efficiency in our stores.

 

   

The reported GAAP results include approximately $5 million, or $0.04 per share, of non-recurring charges related to the Company’s previously announced debt refinancing.

 

   

Adjusted EBITDA during the quarter was $59.4 million, compared to $66.1 million during the third quarter of 2017.

 

   

Adjusted net income totaled $7.4 million, compared to $15.2 million during the third quarter of 2017. Interest expense was approximately $5 million higher than the corresponding quarter of the prior year.

 

   

Adjusted diluted earnings per share totaled $0.08, compared to $0.13 during the prior year quarter.

For fiscal October 2018 (for the Company’s retail segment, fiscal October 2018 consisted of the five-week period ended November 3, 2018), the Company reported total revenue of $486.8 million, or 2.5% above the same period of last year. Retail revenue increased approximately 4%, driven by North American web growth of 16.6% and square footage growth. Brand comparable sales, which include Company-owned Party City stores in the U.S. and Canada and North American e-commerce operations, decreased 2.8%. Halloween City sales per store (excluding Toy City sales at such locations) increased 14.1% over the prior year.

During the Halloween season, the Company operated 249 temporary Halloween City stores, compared to 272 in 2017.

Balance Sheet Highlights as of September 30, 2018:

The Company ended the quarter with $2.0 billion in debt (net of cash), resulting in net debt leverage3 of 4.9 times, and reflects the seasonal inventory build associated with Halloween.

Share Repurchase Program:

The Company also announced today that its Board of Directors has approved a share repurchase program under which the Company may purchase up to $100 million of its outstanding common shares from time to time, depending upon a variety of factors, including market and industry conditions, share price, regulatory requirements and other corporate considerations, as determined by the Company from time to time. The authorization expires on November 12, 2019, subject to extension or earlier termination by the Board of Directors. The Company may purchase shares of its common stock in open-market and/or privately negotiated transactions in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, and repurchases may be executed pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. The authorization may be suspended or discontinued at any time without notice.


Fiscal 2018 Outlook:

For 2018, the Company is adjusting its guidance as follows:

 

   

Total revenue of $2.43 to $2.46 billion

 

   

Brand comparable sales flat to slightly down

 

   

Adjusted EBITDA of $400 to $410 million

 

   

Adjusted net income of $157 to $162 million

 

   

Adjusted diluted EPS of $1.60 to $1.65

 

   

Net debt leverage3 of approximately 4.2 times by the end of 2018*

 

   

GAAP net income of $120 to $125 million

 

   

GAAP diluted EPS of $1.22 to $1.27

 

*

Excludes any impact from potential share repurchases made by the Company.

The Company has reconciled Non-GAAP outlook measures to the most directly comparable GAAP measures later in this release. See “Non-GAAP Information” and “Reconciliation of 2018 Outlook” for a more detailed explanation, including definitions of the various Non-GAAP terms used in this release.

 

 

 

1 

“Like for like” sales are defined as the total impact of brand comparable sales and sales per store at temporary Halloween City locations (excluding Toy City sales at such locations) for fiscal October

2 

The percentage of our retail product cost of sales manufactured by our wholesale segment

3 

Defined as debt (net of cash) to adjusted EBITDA

Conference Call Information

A conference call to discuss the third quarter 2018 financial results and fiscal October 2018 sales is scheduled for today, November 8, 2018, at 8:00 a.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial (833) 241-4256 (U.S. domestic) and (647) 689-4207 (international), and enter conference ID# 9947658, approximately 10 minutes prior to the start of the call. The conference call will also be webcast at http://investor.partycity.com/. To listen to the live call, please go to the website at least 15 minutes early to register and download any necessary audio software. The webcast will be accessible for one year after the call.


Website Information

We routinely post important information for investors on the Investor Relations section of our website, http://investor.partycity.com/. We intend to use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Non-GAAP Information

This press release includes non-GAAP measures including Adjusted EBITDA and Adjusted Net Income/Loss and Adjusted Earnings per Share. We present these non-GAAP financial measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis by eliminating 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 our credit facilities use Adjusted EBITDA to measure compliance with certain covenants. The Company has reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures in tables accompanying this release. We also evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period exchange rates and comparing these adjusted amounts to our current period reported results. We also provide free cash flow, defined as Adjusted EBITDA less capital expenditures, and net debt leverage, which is calculated by adding Loans and Notes Payable, Current Portion of Long Term Obligations and Long Term Obligations, Excluding Current Portion, subtracting Cash and Cash Equivalents and dividing by Adjusted EBITDA for the trailing twelve month period. Adjusted Earnings per Share is calculated by dividing Adjusted Net Income by the Weighted Average Number of Common Shares-Diluted. We believe providing these non-GAAP measures provides valuable supplemental information regarding our results of operations and leverage, consistent with how we evaluate our performance. In evaluating these non-GAAP financial measures, investors should be aware that in the future the Company may incur expenses or be involved in transactions that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. The Company has provided this information as a means to evaluate the results of its core operations. Other companies in the Company’s industry may calculate these items differently than it does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.


Forward-Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Party City’s expectations regarding revenues, brand comparable sales, Adjusted EBITDA, Adjusted net income/loss, adjusted diluted earnings per share, average common shares outstanding and the effective tax rate. The forward-looking statements contained in this press release 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; our ability to appropriately respond to changing merchandise trends and consumer preferences; successful implementation of our store growth strategy; decreases in our Halloween sales; disruption to the transportation system or increases in transportation costs; product recalls or product liability; economic slowdown affecting consumer spending and general economic conditions; loss or actions of third party vendors and loss of the right to use licensed material; disruptions at our manufacturing facilities; and the additional risks and uncertainties set forth in “Risk Factors” in Party City’s latest Form 10-K and in subsequent reports filed with or furnished to the Securities and Exchange Commission. 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.

About Party City

Party City Holdco Inc. is the leading party goods company by revenue in North America and, we believe, the largest vertically integrated supplier of decorated party goods globally by revenue. The Company is a popular one-stop shopping destination for party supplies, balloons, and costumes. In addition to being a great retail brand, the Company is a global, world-class organization that combines state-of-the-art manufacturing and sourcing operations, and sophisticated wholesale operations complemented by a multi-channel retailing strategy and e-commerce retail operations. The Company is the leading player in its category, vertically integrated and unique in its breadth and depth. Party City Holdco designs, 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. The Company’s retail operations include approximately 950 specialty retail party supply stores (including franchise stores) throughout North America operating under the names Party City, Halloween City and Toy City, and e-commerce websites, principally through the domain name PartyCity.com.


Contact

ICR

Farah Soi and Rachel Schacter

203-682-8200

InvestorRelations@partycity.com

Source: Party City Holdco Inc.


PARTY CITY HOLDCO INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

     September 30,
2018
    December 31,
2017
 
     Unaudited        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 48,097     $ 54,291  

Accounts receivable, net

     171,428       140,980  

Inventories, net

     810,782       604,066  

Prepaid expenses and other current assets

     95,162       77,816  
  

 

 

   

 

 

 

Total current assets

     1,125,469       877,153  

Property, plant and equipment, net

     319,220       301,141  

Goodwill

     1,661,837       1,619,253  

Trade names

     568,326       568,681  

Other intangible assets, net

     60,064       75,704  

Other assets, net

     12,465       12,824  
  

 

 

   

 

 

 

Total assets

   $ 3,747,381     $ 3,454,756  
  

 

 

   

 

 

 

LIABILITIES, REDEEMABLE SECURITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Loans and notes payable

   $ 415,419     $ 286,291  

Accounts payable

     233,252       160,994  

Accrued expenses

     201,509       176,609  

Income taxes payable

     —         45,568  

Current portion of long-term obligations

     13,231       13,059  
  

 

 

   

 

 

 

Total current liabilities

     863,411       682,521  

Long-term obligations, excluding current portion

     1,622,969       1,532,090  

Deferred income tax liabilities

     171,134       175,836  

Deferred rent and other long-term liabilities

     91,554       91,929  
  

 

 

   

 

 

 

Total liabilities

     2,749,068       2,482,376  

Redeemable securities

     3,298       3,590  

Stockholders’ equity:

    

Common stock (97,147,907 and 96,380,102 shares outstanding and 120,527,474 and 119,759,669 shares issued at September 30, 2018 and December 31, 2017, respectively)

     1,205       1,198  

Additional paid-in capital

     922,197       917,192  

Retained earnings

     397,452       372,596  

Accumulated other comprehensive loss

     (39,353     (35,818
  

 

 

   

 

 

 

Total Party City Holdco Inc. stockholders’ equity before common stock held in treasury

     1,281,501       1,255,168  

Less: Common stock held in treasury, at cost (23,379,567 shares at September 30, 2018 and December 31, 2017)

     (286,733     (286,733
  

 

 

   

 

 

 

Total Party City Holdco Inc. stockholders’ equity

     994,768       968,435  

Noncontrolling interests

     247       355  
  

 

 

   

 

 

 

Total stockholders’ equity

     995,015       968,790  
  

 

 

   

 

 

 

Total liabilities, redeemable securities and stockholders’ equity

   $ 3,747,381     $ 3,454,756  
  

 

 

   

 

 

 


PARTY CITY HOLDCO INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In thousands, except share and per share data, unaudited)

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2018     2017      2018     2017  

Revenues:

         

Net sales

   $ 550,840     $ 557,350      $ 1,614,049     $ 1,572,966  

Royalties and franchise fees

     2,206       2,759        7,832       9,020  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     553,046       560,109        1,621,881       1,581,986  

Expenses:

         

Cost of sales

     349,641       357,523        996,084       978,142  

Wholesale selling expenses

     17,538       16,274        53,581       47,946  

Retail operating expenses

     103,833       100,739        285,019       281,981  

Franchise expenses

     862       3,636        8,624       10,666  

General and administrative expenses

     42,239       37,971        136,230       125,763  

Art and development costs

     5,573       5,898        17,278       17,638  

Development stage expenses

     1,622       680        5,620       7,092  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total expenses

     521,308       522,721        1,502,436       1,469,228  
  

 

 

   

 

 

    

 

 

   

 

 

 

Income from operations

     31,738       37,388        119,445       112,758  

Interest expense, net

     27,705       23,228        76,481       65,214  

Other expense, net

     5,696       593        9,076       860  
  

 

 

   

 

 

    

 

 

   

 

 

 

(Loss) Income before income taxes

     (1,663     13,567        33,888       46,684  

Income tax expense

     777       3,483        9,443       16,301  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net (loss) income

     (2,440     10,084        24,445       30,383  

Add: Net (loss) income attributable to redeemable securities holder

     (8     —          402       —    

Less: Net loss attributable to noncontrolling interests

     (28     —          (87     —    
  

 

 

   

 

 

    

 

 

   

 

 

 

Net (loss) income attributable to common shareholders of Party City Holdco Inc.

   $ (2,420   $ 10,084      $ 24,934     $ 30,383  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net (loss) income per share attributable to common shareholders of Party City Holdco Inc. - Basic

   $ (0.03   $ 0.08      $ 0.26     $ 0.25  

Net (loss) income per share attributable to common shareholders of Party City Holdco Inc. - Diluted

   $ (0.03   $ 0.08      $ 0.26     $ 0.25  

Weighted-average number of common shares-Basic

     96,494,565       119,587,339        96,449,011       119,546,451  

Weighted-average number of common shares-Diluted

     96,494,565       120,912,849        97,684,290       120,907,979  

Comprehensive (loss) income

   $ (2,003   $ 15,329      $ 20,889     $ 45,839  

Add: Comprehensive (loss) income attributable to redeemable securities holder

     (8     —          402       —    

Less: Comprehensive loss attributable to noncontrolling interests

     (35     —          (108     —    
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive (loss) income attributable to common shareholders of Party City Holdco Inc.

   $ (1,976   $ 15,329      $ 21,399     $ 45,839  
  

 

 

   

 

 

    

 

 

   

 

 

 


PARTY CITY HOLDCO INC.

RECONCILIATION OF ADJUSTED EBITDA

(In thousands, unaudited)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2017     2018     2017  

Net (loss) income

   $ (2,440   $ 10,084     $ 24,445     $ 30,383  

Interest expense, net

     27,705       23,228       76,481       65,214  

Income taxes

     777       3,483       9,443       16,301  

Depreciation and amortization

     16,974       20,694       57,786       62,519  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     43,016       57,489       168,155       174,417  

Non-cash purchase accounting adjustments

     2,154       1,500       2,696       6,350  

Restructuring, retention and severance (a)

     951       212       3,105       8,839  

Deferred rent (b)

     2,468       2,719       3,623       5,634  

Closed store expense (c)

     825       1,285       3,430       4,164  

Foreign currency (gains) losses, net

     (314     36       128       (1,684

Stock option expense (d)

     550       630       1,492       3,852  

Restricted stock units expense - time-based (e)

     470       —         722       —    

Restricted stock units expense - performance-based (f)

     889       —         1,482       —    

Non-employee equity based compensation (g)

     (13     21       352       3,286  

Undistributed (income) loss in unconsolidated joint ventures

     (279     134       (580     (92

Corporate development (h)

     3,057       1,634       8,409       6,078  

Non-recurring consulting charges (i)

     624       —         12,243       —    

Refinancing charges (j)

     5,091       —         6,237       —    

Other

     (44     469       (295     947  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 59,445     $ 66,129     $ 211,199     $ 211,791  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA margin

     10.7     11.8     13.0     13.4
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

On March 15, 2017, the Company and its then Chairman of the Board of Directors, Gerald Rittenberg, entered into a Transition and Consulting Agreement under which Mr. Rittenberg’s employment as Executive Chairman of the Company terminated effective March 31, 2017. As a result of the agreement, the Company recorded a $4.3 million severance charge in general and administrative expenses during the first nine months of 2017. Additionally, during the nine months ended September 30, 2017, the Company recorded a $3.2 million severance charge related to the restructuring of its Retail segment. See the 2017 Form 10-K for further discussion. 2018 principally relates to additional senior executive severance and costs incurred while moving one of the Company’s domestic manufacturing facilities to a new location.

(b)

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 for such items.

(c)

Principally charges incurred related to closing underperforming stores.

(d)

Represents non-cash charges related to stock options.

(e)

Non-cash charges for restricted stock units that vest based on service conditions.

(f)

Non-cash charges for restricted stock units that vest based on performance conditions.

(g)

Principally represents shares of Kazzam awarded to Ampology as compensation for Ampology’s services. See the 2017 Form 10-K for further discussion.

(h)

Primarily represents start-up costs for Kazzam (see the 2017 Form 10-K for further discussion) and third-party costs related to acquisitions (principally legal and diligence expenses).

(i)

Primarily non-recurring consulting charges related to the Company’s retail operations.

(j)

During August 2018, the Company executed a refinancing of its debt portfolio and issued $500 million of new senior notes at an interest rate of 6.625%. The notes will mature in August 2026. The Company used the proceeds from the notes to: (i) reduce the outstanding balance under its existing ABL Facility by $90 million and (ii) voluntarily prepay $400 million of the outstanding balance under its existing Term Loan Credit Agreement. Additionally, as part of the refinancing, the Company extended the maturity of the ABL Facility to August 2023. As the partial prepayment of the Term Loan Credit Agreement was in accordance with the terms of such agreement, at the time of such prepayment the Company wrote-off a pro-rata portion of the existing capitalized deferred financing costs and original issuance discounts, $1.8 million, for investors who did not participate in the new notes. To the extent that investors in the Term Loan Credit Agreement participated in the new notes, the Company assessed whether the refinancing should be accounted for as an extinguishment on a creditor-by-creditor basis and wrote-off $1.0 million of existing deferred financing costs and original issuance discounts. Additionally, in conjunction with the issuance of the notes, the Company incurred third-party fees (principally banker fees). To the extent that such fees related to investors for whom their original debt was not extinguished, the Company expensed the portion of such fees, $2.3 million in aggregate, that related to such investors. Additionally, during February 2018, the Company amended the Term Loan Credit Agreement. In conjunction with the amendment, the Company wrote-off $0.3 million of capitalized deferred financing costs, original issue discounts and call premiums. Further, in conjunction with the February 2018 amendment, the Company expensed $0.8 million of investment banking and legal fees.


PARTY CITY HOLDCO INC.

RECONCILIATION OF ADJUSTED NET INCOME

(In thousands, except share and per share data, unaudited)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2017     2018      2017  

(Loss) Income before income taxes

   $ (1,663   $ 13,567     $ 33,888      $ 46,684  

Intangible asset amortization

     591       3,879       7,959        11,704  

Non-cash purchase accounting adjustments

     1,659       2,241       2,622        8,165  

Amortization of deferred financing costs and original issuance discounts (a)

     6,268       1,240       9,834        3,699  

Executive severance (b)

     809       (323     809        4,296  

Non-employee equity based compensation (c)

     (13     21       352        3,286  

Non-recurring consulting charges (d)

     624       —         12,243        —    

Restructuring (e)

     —         —         —          3,195  

Hurricane-related costs

     —         385       —          385  

Stock option expense (f)

     550       630       1,492        3,852  

Restricted stock units expense - performance-based (g)

     889       —         1,482        —    
  

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted income before income taxes

     9,714       21,640       70,681        85,266  

Adjusted income tax expense (h)

     2,364       6,467       17,213        30,713  
  

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted net income

   $ 7,350     $ 15,173     $ 53,468      $ 54,553  
  

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted net income per common share - diluted

   $ 0.08     $ 0.13     $ 0.55      $ 0.45  
  

 

 

   

 

 

   

 

 

    

 

 

 

Weighted-average number of common shares-diluted

     97,714,252       120,912,849       97,684,290        120,907,979  
  

 

 

   

 

 

   

 

 

    

 

 

 

 

(a)

During August 2018, the Company executed a refinancing of its debt portfolio and issued $500 million of new senior notes at an interest rate of 6.625%. The notes will mature in August 2026. The Company used the proceeds from the notes to: (i) reduce the outstanding balance under its existing ABL Facility by $90 million and (ii) voluntarily prepay $400 million of the outstanding balance under its existing Term Loan Credit Agreement. Additionally, as part of the refinancing, the Company extended the maturity of the ABL Facility to August 2023. As the partial prepayment of the Term Loan Credit Agreement was in accordance with the terms of such agreement, at the time of such prepayment the Company wrote-off a pro-rata portion of the existing capitalized deferred financing costs and original issuance discounts, $1.8 million, for investors who did not participate in the new notes. To the extent that investors in the Term Loan Credit Agreement participated in the new notes, the Company assessed whether the refinancing should be accounted for as an extinguishment on a creditor-by-creditor basis and wrote-off $1.0 million of existing deferred financing costs and original issuance discounts. Additionally, in conjunction with the issuance of the notes, the Company incurred third-party fees (principally banker fees). To the extent that such fees related to investors for whom their original debt was not extinguished, the Company expensed the portion of such fees, $2.3 million in aggregate, that related to such investors. Such amounts are included in “Amortization of Deferred Financing Costs and Original Issuance Discounts” in the “Adjusted Net Income” table above (consistent with the presentation in the Company’s condensed consolidated statement of cash flows).

Additionally, during February 2018, the Company amended the Term Loan Credit Agreement. In conjunction with the amendment, the Company wrote-off $0.3 million of capitalized deferred financing costs, original issue discounts and call premiums. Further, in conjunction with the February 2018 amendment, the Company expensed $0.8 million of investment banking and legal fees. Such amounts are included in “Amortization of Deferred Financing Costs and Original Issuance Discounts” in the “Adjusted Net Income” table above (consistent with the presentation in the Company’s condensed consolidated statement of cash flows).

 

(b)

On March 15, 2017, the Company and its then Chairman of the Board of Directors, Gerald Rittenberg, entered into a Transition and Consulting Agreement under which Mr. Rittenberg’s employment as Executive Chairman of the Company terminated effective March 31, 2017. As a result of the agreement, the Company recorded a $4.3 million severance charge in general and administrative expenses during the first nine months of 2017. Additionally, during the three months ended September 30, 2018, the Company recorded $0.8 million of senior executive severance.

(c)

Principally represents shares of Kazzam awarded to Ampology as compensation for Ampology’s services. See the 2017 Form 10-K for further discussion.

(d)

Primarily non-recurring consulting charges related to the Company’s retail operations.

(e)

During the three months ended March 31, 2017, the Company recorded a $3.2 million severance charge related to a restructuring of its Retail segment.

(f)

Represents non-cash charges related to stock options.

(g)

Non-cash charges for restricted stock units that vest based on performance conditions.

(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.


PARTY CITY HOLDCO INC.

RECONCILIATION OF 2018 OUTLOOK

(In millions, unaudited)

 

     Full year 2018
Outlook

Net income:

   $120 - $125

Non-recurring consulting costs, net of tax:

   10

Intangible asset amortization, net of tax:

   9

Amortization of deferred financing costs and original issuance discounts, net of tax:

   9

Non-cash purchase accounting adjustments, net of tax:

   4

Charges for stock options and performance stock units, net of tax:

   4

Executive severance, net of tax:

   1
  

 

Adjusted net income:

   $157 - $162
  

 

Net income:

   $120 - $125

Income taxes:

   41 - 43

Interest expense, net:

   105

Depreciation and amortization:

   79
  

 

EBITDA:

   $345 - $352

Corporate development expenses:

   14

Non-recurring consulting costs:

   13

Refinancing charges:

   6

Equity based compensation:

   5 - 6

Non-cash purchase accounting adjustments:

   5

Deferred rent:

   4 - 5

Closed store expense:

   4 - 5

Restructuring, retention and severance:

   4
  

 

Adjusted EBITDA:

   $400 - $410
  

 


PARTY CITY HOLDCO INC.

SEGMENT INFORMATION

(In thousands, except percentages, unaudited)

 

     Three Months Ended September 30,  
     2018     2017  

Total Revenues

   Dollars in
thousands
    Percentage of
Total Revenues
    Dollars in
thousands
    Percentage of
Total Revenues
 

Net Sales:

        

Wholesale

   $ 424,569       76.8   $ 381,858       68.2

Eliminations

     (249,409     (45.1 %)      (188,565     (33.7 %) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net wholesale

     175,160       31.7     193,293       34.5

Retail

     375,680       67.9     364,057       65.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net sales

     550,840       99.6     557,350       99.5

Royalties and franchise fees

     2,206       0.4     2,759       0.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

   $ 553,046       100.0   $ 560,109       100.0
  

 

 

   

 

 

   

 

 

   

 

 

 
     Nine Months Ended September 30,  
     2018     2017  

Total Revenues

   Dollars in
thousands
    Percentage of
Total Revenues
    Dollars in
thousands
    Percentage of
Total Revenues
 

Net Sales:

        

Wholesale

   $ 988,129       60.9   $ 929,255       58.7

Eliminations

     (524,689     (32.3 %)      (459,416     (29.0 %) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net wholesale

     463,440       28.6     469,839       29.7

Retail

     1,150,609       70.9     1,103,127       69.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net sales

     1,614,049       99.5     1,572,966       99.4

Royalties and franchise fees

     7,832       0.5     9,020       0.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

   $ 1,621,881       100.0   $ 1,581,986       100.0
  

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months Ended September 30,  
     2018     2017  

Total Gross Profit

   Dollars in
thousands
    Percentage of
Net Sales
    Dollars in
thousands
    Percentage of
Net Sales
 

Retail

   $ 151,860       40.4   $ 141,334       38.8

Wholesale

     49,339       28.2     58,493       30.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 201,199       36.5   $ 199,827       35.9
  

 

 

   

 

 

   

 

 

   

 

 

 
     Nine Months Ended September 30,  
     2018     2017  

Total Gross Profit

   Dollars in
thousands
    Percentage of
Net Sales
    Dollars in
thousands
    Percentage of
Net Sales
 

Retail

   $ 482,609       41.9   $ 447,787       40.6

Wholesale

     135,356       29.2     147,037       31.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 617,965       38.3   $ 594,824       37.8
  

 

 

   

 

 

   

 

 

   

 

 

 


PARTY CITY HOLDCO INC.

OPERATING METRICS

 

     Three Months Ended
September 30,
     LTM  
     2018      2017      2018  

Store Count

        

Corporate Stores:

        

Beginning of period

     814        789        794  

New stores opened

     7        6        14  

Acquired

     41        0        65  

Closed

     0        (1      (11
  

 

 

    

 

 

    

 

 

 

End of period

     862        794        862  

Franchise Stores:

        

Beginning of period

     134        147        148  

Opened

     0        1        2  

Sold to Party City

     (37      —          (49

Closed

     0        —          (4
  

 

 

    

 

 

    

 

 

 

End of period

     97        148        97  
  

 

 

    

 

 

    

 

 

 

Grand Total

     959        942        959  
  

 

 

    

 

 

    

 

 

 

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2018     2017     2018     2017  

Wholesale Share of Shelf (a)

     77.2     78.0     77.8     78.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Manufacturing Share of Shelf (b)

     25.3     24.4     26.6     25.1
  

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2018     2017     2018     2017  

Brand comparable sales (c)

     -1.0     -2.6     0.5     -0.3
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Wholesale share of shelf represents the percentage of our retail product cost of sales supplied by our wholesale operations.

(b)

Manufacturing share of shelf represents the percentage of our retail product cost of sales manufactured by the company.

(c)

Party City brand comparable sales include North American e-commerce sales.