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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

Commission file number 001-37344

 

 

Party City Holdco Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

46-0539758

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

80 Grasslands Road Elmsford, NY

 

10523

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(914345-2020

 

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class 

 

Trading

Symbol(s) 

 

Name of each exchange on which registered 

 

 

 

 

 

Common Stock, Par Value: $0.01/share

 

PRTY

 

New York Stock Exchange

 

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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

Emerging Growth Company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of July 29, 2020, 94,602,386 shares of the Registrant’s common stock were outstanding.

 

 

 

 


 

PARTY CITY HOLDCO INC.

Form 10-Q

June 30, 2020

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I

 

 

 

 

 

Item 1. Condensed Consolidated Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 2020 and December 31, 2019

 

3

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2020 and June 30, 2019

 

4

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2020 and June 30, 2019

 

5

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months ended June 30, 2020 and June 30, 2019

 

6

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2020 and June 30, 2019

 

7

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and June 30, 2019

 

8

 

 

 

Notes to Condensed Consolidated Financial Statements

 

9

 

 

 

Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

23

 

 

 

Item  3. Quantitative and Qualitative Disclosures about Market Risk

 

44

 

 

 

Item 4. Controls and Procedures

 

44

 

 

 

PART II

 

 

 

 

 

Item 1. Legal Proceedings

 

45

 

 

 

Item 1A. Risk Factors

 

45

 

 

 

Item 6. Exhibits

 

46

 

 

 

Signature

 

47

 

2


 

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

June 30,

2020

 

 

December 31,

2019

 

 

 

(Note 2)

(Unaudited)

 

 

(Note 2)

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

154,133

 

 

$

34,917

 

Accounts receivable, net

 

 

85,081

 

 

 

149,109

 

Inventories, net

 

 

635,014

 

 

 

658,419

 

Prepaid expenses and other current assets

 

 

94,710

 

 

 

51,685

 

Total current assets

 

 

968,938

 

 

 

894,130

 

Property, plant and equipment, net

 

 

223,433

 

 

 

243,572

 

Operating lease asset

 

 

755,288

 

 

 

802,634

 

Goodwill

 

 

666,084

 

 

 

1,072,330

 

Trade names

 

 

394,203

 

 

 

530,320

 

Other intangible assets, net

 

 

39,402

 

 

 

45,060

 

Other assets, net

 

 

9,435

 

 

 

7,273

 

Total assets

 

$

3,056,783

 

 

$

3,595,319

 

LIABILITIES, REDEEMABLE SECURITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Loans and notes payable

 

$

325,754

 

 

$

128,806

 

Accounts payable

 

 

144,849

 

 

 

152,300

 

Accrued expenses

 

 

179,159

 

 

 

150,921

 

Current portion of operating lease liability

 

 

202,971

 

 

 

155,471

 

Income taxes payable

 

 

 

 

 

35,905

 

Current portion of long-term obligations

 

 

13,810

 

 

 

71,524

 

Total current liabilities

 

 

866,543

 

 

 

694,927

 

Long-term obligations, excluding current portion

 

 

1,557,576

 

 

 

1,503,987

 

Long-term portion of operating lease liability

 

 

685,290

 

 

 

720,735

 

Deferred income tax liabilities, net

 

 

67,458

 

 

 

126,081

 

Other long-term liabilities

 

 

16,932

 

 

 

16,517

 

Total liabilities

 

 

3,193,799

 

 

 

3,062,247

 

Redeemable securities

 

 

 

 

 

3,351

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock (94,602,386 and 94,461,576 shares outstanding and 121,819,456 and

   121,662,540 shares issued at June 30, 2020 and December 31, 2019, respectively)

 

 

1,211

 

 

 

1,211

 

Additional paid-in capital

 

 

941,745

 

 

 

928,573

 

Accumulated deficit

 

 

(708,747

)

 

 

(37,219

)

Accumulated other comprehensive loss

 

 

(43,849

)

 

 

(35,734

)

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

   treasury

 

 

190,360

 

 

 

856,831

 

Less: Common stock held in treasury, at cost (27,217,070 and 27,200,964 shares at

   June 30, 2020 and December 31, 2019, respectively)

 

 

(327,170

)

 

 

(327,086

)

Total Party City Holdco Inc. stockholders’ equity

 

 

(136,810

)

 

 

529,745

 

Noncontrolling interests

 

 

(206

)

 

 

(24

)

Total stockholders’ equity

 

 

(137,016

)

 

 

529,721

 

Total liabilities, redeemable securities and stockholders’ equity

 

$

3,056,783

 

 

$

3,595,319

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

3


 

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share data)

 

 

 

Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

Net sales

 

$

253,646

 

 

$

561,702

 

Royalties and franchise fees

 

 

1,045

 

 

 

2,189

 

Total revenues

 

 

254,691

 

 

 

563,891

 

Cost of sales

 

 

237,907

 

 

 

353,056

 

Wholesale selling expenses

 

 

9,707

 

 

 

16,884

 

Retail operating expenses

 

 

65,236

 

 

 

96,143

 

Franchise expenses

 

 

3,121

 

 

 

3,236

 

General and administrative expenses

 

 

59,931

 

 

 

41,510

 

Art and development costs

 

 

3,516

 

 

 

5,712

 

Development stage expenses

 

 

903

 

 

 

3,012

 

Gain on sale/leaseback transaction

 

 

 

 

 

(58,381

)

Store impairment and restructuring charges

 

 

1,164

 

 

 

5,234

 

Total expenses

 

 

381,485

 

 

 

466,406

 

(Loss) income from operations

 

 

(126,794

)

 

 

97,485

 

Interest expense, net

 

 

25,412

 

 

 

30,176

 

Other expense, net

 

 

1,484

 

 

 

3,342

 

(Loss) income before income taxes

 

 

(153,690

)

 

 

63,967

 

Income tax (benefit) expense

 

 

(23,631

)

 

 

15,962

 

Net (loss) income

 

 

(130,059

)

 

 

48,005

 

Less: Net loss attributable to noncontrolling interests

 

 

(44

)

 

 

(69

)

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

 

$

(130,015

)

 

$

48,074

 

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

 

$

(1.39

)

 

$

0.52

 

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

 

$

(1.39

)

 

$

0.51

 

Weighted-average number of common shares-Basic

 

 

93,419,078

 

 

 

93,293,176

 

Weighted-average number of common shares-Diluted

 

 

93,419,078

 

 

 

93,703,546

 

Dividends declared per share

 

$

 

 

$

 

Comprehensive (loss) income

 

$

(125,961

)

 

$

48,327

 

Less: Comprehensive loss attributable to noncontrolling interests

 

 

(44

)

 

 

(89

)

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

 

$

(125,917

)

 

$

48,416

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

4


 

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share data)

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

Net sales

 

$

666,107

 

 

$

1,072,804

 

Royalties and franchise fees

 

 

2,627

 

 

 

4,203

 

Total revenues

 

 

668,734

 

 

 

1,077,007

 

Cost of sales

 

 

534,664

 

 

 

692,098

 

Wholesale selling expenses

 

 

25,165

 

 

 

34,845

 

Retail operating expenses

 

 

153,402

 

 

 

191,161

 

Franchise expenses

 

 

6,430

 

 

 

6,539

 

General and administrative expenses

 

 

119,927

 

 

 

83,435

 

Art and development costs

 

 

8,838

 

 

 

11,641

 

Development stage expenses

 

 

2,932

 

 

 

5,238

 

Gain on sale/leaseback transaction

 

 

 

 

 

(58,381

)

Store impairment and restructuring charges

 

 

18,892

 

 

 

23,243

 

Goodwill and intangibles impairment

 

 

536,648

 

 

 

 

Total expense

 

 

1,406,898

 

 

 

989,819

 

(Loss) income from operations

 

 

(738,164

)

 

 

87,188

 

Interest expense, net

 

 

50,532

 

 

 

59,433

 

Other expense, net

 

 

7,160

 

 

 

4,596

 

(Loss) income before income taxes

 

 

(795,856

)

 

 

23,159

 

Income tax (benefit) expense

 

 

(124,129

)

 

 

5,443

 

Net (loss) income

 

 

(671,727

)

 

 

17,716

 

Less: Net loss attributable to noncontrolling interests

 

 

(199

)

 

 

(140

)

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

 

$

(671,528

)

 

$

17,856

 

Net (loss) income per share attributable to common shareholders of Party City Holdco

   Inc.–Basic

 

$

(7.19

)

 

$

0.19

 

Net (loss) income per share attributable to common shareholders of Party City Holdco

   Inc.–Diluted

 

$

(7.19

)

 

$

0.19

 

Weighted-average number of common shares-Basic

 

 

93,407,344

 

 

 

93,233,865

 

Weighted-average number of common shares-Diluted

 

 

93,407,344

 

 

 

93,791,763

 

Dividends declared per share

 

$

 

 

$

 

Comprehensive (loss) income

 

$

(679,842

)

 

$

21,690

 

Less: Comprehensive loss attributable to noncontrolling interests

 

 

(199

)

 

 

(151

)

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

   Holdco Inc.

 

$

(679,643

)

 

$

21,841

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

5


 

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)

 

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity Before

Common Stock

Held In Treasury

 

 

Common

Stock Held

In Treasury

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity

 

 

Non-

Controlling

Interests

 

 

Total

Stockholders’

Equity

 

Balance at March 31, 2020

 

$

1,211

 

 

$

933,174

 

 

$

(578,732

)

 

$

(47,947

)

 

$

307,706

 

 

$

(327,170

)

 

$

(19,464

)

 

$

(162

)

 

$

(19,626

)

Net loss

 

 

 

 

 

 

 

 

(130,015

)

 

 

 

 

 

(130,015

)

 

 

 

 

 

(130,015

)

 

 

(44

)

 

 

(130,059

)

Stock option

   expense – time – based

 

 

 

 

 

206

 

 

 

 

 

 

 

 

 

206

 

 

 

 

 

 

206

 

 

 

 

 

 

206

 

Stock option expense

   – performance – based

 

 

 

 

 

7,847

 

 

 

 

 

 

 

 

 

7,847

 

 

 

 

 

 

7,847

 

 

 

 

 

 

7,847

 

Restricted stock units – time-based

 

 

 

 

 

518

 

 

 

 

 

 

 

 

 

518

 

 

 

 

 

 

518

 

 

 

 

 

 

518

 

Foreign currency adjustments

 

 

 

 

 

 

 

 

 

 

 

4,014

 

 

 

4,014

 

 

 

 

 

 

4,014

 

 

 

 

 

 

4,014

 

Impact of foreign exchange

   contracts, net

 

 

 

 

 

 

 

 

 

 

 

84

 

 

 

84

 

 

 

 

 

 

84

 

 

 

 

 

 

84

 

Balance at June 30, 2020

 

$

1,211

 

 

$

941,745

 

 

$

(708,747

)

 

$

(43,849

)

 

$

190,360

 

 

$

(327,170

)

 

$

(136,810

)

 

$

(206

)

 

$

(137,016

)

 

 

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity Before

Common Stock

Held In Treasury

 

 

Common

Stock Held

In Treasury

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity

 

 

Non-

Controlling

Interests

 

 

Total

Stockholders’

Equity

 

Balance at March 31, 2019

 

$

1,210

 

 

$

925,233

 

 

$

465,056

 

 

$

(45,558

)

 

$

1,345,941

 

 

$

(327,086

)

 

$

1,018,855

 

 

$

300

 

 

$

1,019,155

 

Net income (loss)

 

 

 

 

 

 

 

 

48,074

 

 

 

 

 

 

48,074

 

 

 

 

 

 

48,074

 

 

 

(69

)

 

 

48,005

 

Stock option expense

 

 

 

 

 

371

 

 

 

 

 

 

 

 

 

371

 

 

 

 

 

 

371

 

 

 

 

 

 

371

 

Restricted stock units – time-based

 

 

 

 

 

541

 

 

 

 

 

 

 

 

 

541

 

 

 

 

 

 

541

 

 

 

 

 

 

541

 

Restricted stock units

   – performance-based

 

 

 

 

 

476

 

 

 

 

 

 

 

 

 

476

 

 

 

 

 

 

476

 

 

 

 

 

 

476

 

Director – non-cash compensation

 

 

 

 

 

88

 

 

 

 

 

 

 

 

 

88

 

 

 

 

 

 

88

 

 

 

 

 

 

88

 

Warrant expense

 

 

 

 

 

129

 

 

 

 

 

 

 

 

 

129

 

 

 

 

 

 

129

 

 

 

 

 

 

129

 

Foreign currency adjustments

 

 

 

 

 

 

 

 

 

 

 

556

 

 

 

556

 

 

 

 

 

 

556

 

 

 

(20

)

 

 

536

 

Impact of foreign exchange

   contracts, net

 

 

 

 

 

 

 

 

 

 

 

(214

)

 

 

(214

)

 

 

 

 

 

(214

)

 

 

 

 

 

(214

)

Balance at June 30, 2019

 

$

1,210

 

 

$

926,838

 

 

$

513,130

 

 

$

(45,216

)

 

$

1,395,962

 

 

$

(327,086

)

 

$

1,068,876

 

 

$

211

 

 

$

1,069,087

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

6


 

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)

 

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity Before

Common Stock

Held In Treasury

 

 

Common

Stock Held

In Treasury

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity

 

 

Non-

Controlling

Interests

 

 

Total

Stockholders’

Equity

 

Balance at December 31, 2019

 

$

1,211

 

 

$

928,573

 

 

$

(37,219

)

 

$

(35,734

)

 

$

856,831

 

 

$

(327,086

)

 

$

529,745

 

 

$

(24

)

 

$

529,721

 

Net loss

 

 

 

 

 

 

 

 

(671,528

)

 

 

 

 

 

(671,528

)

 

 

 

 

 

(671,528

)

 

 

(199

)

 

 

(671,727

)

Stock option expense – time – based

 

 

 

 

 

560

 

 

 

 

 

 

 

 

 

560

 

 

 

 

 

 

560

 

 

 

 

 

 

560

 

Stock option expense

   – performance – based

 

 

 

 

 

 

7,847

 

 

 

 

 

 

 

 

 

7,847

 

 

 

 

 

 

7,847

 

 

 

 

 

 

7,847

 

Restricted stock units – time – based

 

 

 

 

 

1,139

 

 

 

 

 

 

 

 

 

1,139

 

 

 

 

 

 

1,139

 

 

 

 

 

 

1,139

 

Director – non-cash compensation

 

 

 

 

 

75

 

 

 

 

 

 

 

 

 

75

 

 

 

 

 

 

75

 

 

 

 

 

 

75

 

Warrant expense (see Note 19 –

   Kazzam, LLC)

 

 

 

 

 

1,033

 

 

 

 

 

 

 

 

 

1,033

 

 

 

 

 

 

1,033

 

 

 

 

 

 

1,033

 

Acquired non-controlling interest

 

 

 

 

 

2,518

 

 

 

 

 

 

 

 

 

2,518

 

 

 

 

 

 

2,518

 

 

 

17

 

 

 

2,535

 

Treasury stock purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(84

)

 

 

(84

)

 

 

 

 

 

(84

)

Foreign currency adjustments

 

 

 

 

 

 

 

 

 

 

 

(8,187

)

 

 

(8,187

)

 

 

 

 

 

(8,187

)

 

 

 

 

 

(8,187

)

Impact of foreign exchange

   contracts, net

 

 

 

 

 

 

 

 

 

 

 

72

 

 

 

72

 

 

 

 

 

 

72

 

 

 

 

 

 

72

 

Balance at June 30, 2020

 

$

1,211

 

 

$

941,745

 

 

$

(708,747

)

 

$

(43,849

)

 

$

190,360

 

 

$

(327,170

)

 

$

(136,810

)

 

$

(206

)

 

$

(137,016

)

 

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

(Deficit)

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity Before

Common Stock

Held In Treasury

 

 

Common

Stock Held

In Treasury

 

 

Total Party City

Holdco Inc.

Stockholders’

Equity

 

 

Non-

Controlling

Interests

 

 

Total

Stockholders’

Equity

 

Balance at December 31, 2018

 

$

1,208

 

 

$

922,476

 

 

$

495,777

 

 

$

(49,201

)

 

$

1,370,260

 

 

$

(326,930

)

 

$

1,043,330

 

 

$

291

 

 

$

1,043,621

 

Cumulative effect of change in

   accounting principle, net (see Note 2)

 

 

 

 

 

662

 

 

 

(503

)

 

 

 

 

 

159

 

 

 

 

 

 

159

 

 

 

 

 

 

159

 

Balance at December 31, 2018,

   as adjusted

 

$

1,208

 

 

$

923,138

 

 

$

495,274

 

 

$

(49,201

)

 

$

1,370,419

 

 

$

(326,930

)

 

$

1,043,489

 

 

$

291

 

 

$

1,043,780

 

Net income (loss)

 

 

 

 

 

 

 

 

17,856

 

 

 

 

 

 

17,856

 

 

 

 

 

 

17,856

 

 

 

(140

)

 

 

17,716

 

Stock option expense

 

 

 

 

 

741

 

 

 

 

 

 

 

 

 

741

 

 

 

 

 

 

741

 

 

 

 

 

 

741

 

Restricted stock units – time-based

 

 

 

 

 

933

 

 

 

 

 

 

 

 

 

933

 

 

 

 

 

 

933

 

 

 

 

 

 

933

 

Restricted stock units

   – performance-based

 

 

 

 

 

476

 

 

 

 

 

 

 

 

 

476

 

 

 

 

 

 

476

 

 

 

 

 

 

476

 

Director – non-cash compensation

 

 

 

 

 

165

 

 

 

 

 

 

 

 

 

165

 

 

 

 

 

 

165

 

 

 

 

 

 

165

 

Warrant expense

 

 

 

 

 

258

 

 

 

 

 

 

 

 

 

258

 

 

 

 

 

 

258

 

 

 

 

 

 

258

 

Exercise of stock options

 

 

2

 

 

 

1,086

 

 

 

 

 

 

 

 

 

1,088

 

 

 

 

 

 

1,088

 

 

 

 

 

 

1,088

 

Acquired non-controlling interest

 

 

 

 

 

41

 

 

 

 

 

 

 

 

 

41

 

 

 

 

 

 

41

 

 

 

71

 

 

 

112

 

Treasury Stock purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(156

)

 

 

(156

)

 

 

 

 

 

(156

)

Foreign currency adjustments

 

 

 

 

 

 

 

 

 

 

 

4,712

 

 

 

4,712

 

 

 

 

 

 

4,712

 

 

 

(11

)

 

 

4,701

 

Impact of foreign exchange

   contracts, net

 

 

 

 

 

 

 

 

 

 

 

(727

)

 

 

(727

)

 

 

 

 

 

(727

)

 

 

 

 

 

(727

)

Balance at June 30, 2019

 

$

1,210

 

 

$

926,838

 

 

$

513,130

 

 

$

(45,216

)

 

$

1,395,962

 

 

$

(327,086

)

 

$

1,068,876

 

 

$

211

 

 

$

1,069,087

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

7


 

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Cash flows used in operating activities:

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(671,727

)

 

$

17,716

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

40,518

 

 

 

43,225

 

Amortization of deferred financing costs and original issuance discounts

 

 

2,401

 

 

 

2,289

 

Provision for doubtful accounts

 

 

4,443

 

 

 

596

 

Deferred income tax benefit

 

 

(58,440

)

 

 

(10,779

)

Change in operating lease liability/asset

 

 

44,803

 

 

 

(21,406

)

Undistributed income (loss) in equity method investments

 

 

415

 

 

 

(202

)

Loss (gain) on disposal of assets

 

 

93

 

 

 

(59,087

)

Non-cash adjustment for store impairment and restructuring charges

 

 

16,458

 

 

 

19,490

 

Goodwill and intangibles impairment

 

 

536,648

 

 

 

 

Non-employee equity-based compensation (see Note 19 – Kazzam, LLC)

 

 

1,033

 

 

 

258

 

Stock option expense – time – based

 

 

560

 

 

 

741

 

Stock option expense – performance – based

 

 

7,847

 

 

 

 

Restricted stock unit expense – time-based

 

 

1,139

 

 

 

933

 

Restricted stock unit expense – performance-based

 

 

 

 

 

476

 

Directors – non-cash compensation

 

 

75

 

 

 

165

 

Changes in operating assets and liabilities, net of effects of acquired businesses:

 

 

 

 

 

 

 

 

Decrease in accounts receivable

 

 

56,315

 

 

 

6,588

 

Decrease (increase) in inventories

 

 

20,055

 

 

 

(31,145

)

Increase in prepaid expenses and other current assets

 

 

(47,700

)

 

 

(4,333

)

Decrease (increase) in accounts payable, accrued expenses and income taxes

   payable

 

 

(3,717

)

 

 

(71,438

)

Net cash used in operating activities

 

 

(48,781

)

 

 

(105,913

)

Cash flows (used in) provided by investing activities:

 

 

 

 

 

 

 

 

Cash paid in connection with acquisitions, net of cash acquired

 

 

 

 

 

(545

)

Capital expenditures

 

 

(18,332

)

 

 

(31,098

)

Proceeds from disposal of property and equipment

 

 

7

 

 

 

113,799

 

Net cash (used in) provided by investing activities

 

 

(18,325

)

 

 

82,156

 

Cash flows provided by financing activities:

 

 

 

 

 

 

 

 

Repayment of loans, notes payable and long-term obligations

 

 

(79,763

)

 

 

(148,526

)

Proceeds from loans, notes payable and long-term obligations

 

 

269,874

 

 

 

157,440

 

Stock repurchases

 

 

(85

)

 

 

(156

)

Exercise of stock options

 

 

 

 

 

1,088

 

Debt issuance costs

 

 

 

 

 

(343

)

Net cash provided by financing activities

 

 

190,026

 

 

 

9,503

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(3,945

)

 

 

2,166

 

Net increase (decrease) in cash and cash equivalents and restricted cash

 

 

118,975

 

 

 

(12,088

)

Cash and cash equivalents and restricted cash at beginning of period

 

 

35,176

 

 

 

59,219

 

Cash and cash equivalents and restricted cash at end of period

 

$

154,151

 

 

$

47,131

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

43,402

 

 

$

57,503

 

Cash paid during the period for income taxes, net of refunds

 

$

11,854

 

 

$

31,924

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

8


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share)

Note 1 – Description of Business

Party City Holdco Inc. (the “Company” or “Party City Holdco”) 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 a leading player in its category and vertically integrated in its breadth and depth. The Company 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. As of June 30, 2020 the Company’s retail operations include 854 specialty retail party supply stores (including franchise stores) throughout the United States and Mexico operating under the names Party City and Halloween City, and e-commerce websites, including through the domain name PartyCity.com and others.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of the virus. The global spread of COVID-19 and the measures to contain it have negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial markets. In response to COVID-19, to safeguard the health and safety of its team members and customers, the Company temporarily closed all of its corporate retail stores as of March 18, 2020. During the temporary store closures, the Company offered curbside pickup and the Company’s e-commerce site, www.partycity.com, remained fully operational. The Company began reopening stores on May 1, 2020, in accordance with state and local health ordinances, and as of June 12, 2020 had reopened 85% of its stores. By June 22, 2020, all stores were re-opened.

Party City Holdco is a holding company with no operating assets or operations. The Company owns 100% of PC Nextco Holdings, LLC (“PC Nextco”), which owns 100% of PC Intermediate Holdings, Inc. (“PC Intermediate”). PC Intermediate owns 100% of Party City Holdings Inc. (“PCHI”), which owns most of the Company’s operating subsidiaries.

Note 2 – Basis of Presentation and Recently Issued Accounting Pronouncements

The unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its majority-owned and controlled entities. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed 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 in the unaudited condensed consolidated financial statements.

The majority of our retail operations define a fiscal year (“Fiscal Year”) as the 52-week period or 53-week period ended on the Saturday nearest December 31st of each year and define fiscal quarters (“Fiscal Quarter”) as the four interim 13-week periods following the end of the previous Fiscal Year, except in the case of a 53-week Fiscal Year when the fourth Fiscal Quarter is extended to 14 weeks. The condensed consolidated financial statements of the Company combine the Fiscal Quarters of our retail operations with the calendar quarters of our wholesale operations. The Company has determined the differences between the retail operation’s Fiscal Year and Fiscal Quarters and the calendar year and calendar quarters to be insignificant.

Operating results for interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2020. Our business is subject to substantial seasonal variations as our retail segment has historically realized a significant portion of its net sales, cash flows and net income in the fourth quarter of each year, principally due to its Halloween season sales in October and, to a lesser extent, other year-end holiday sales. We expect that this general pattern will continue. Our results of operations may also be affected by industry factors that may be specific to a particular period, such as movement in and the general level of raw material costs and the uncertainty surrounding the impact of the COVID-19 pandemic.

9


 

Recently Issued and Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. The new guidance improves and clarifies the fair value measurement disclosure requirements of ASC 820. The new disclosure requirements include the disclosure of the changes in unrealized gains or losses included in other comprehensive (loss) income for recurring Level 3 fair value measurements held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance was effective for fiscal years beginning after December 15, 2019. The Company has adopted this guidance effective January 1, 2020, prospectively and the adoption and application of this standard did not have a material impact to the consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting”. The ASU simplifies the accounting for non-employee share-based payments. The Company adopted the update during the first quarter of 2019.  The pronouncement requires companies to record the impact of adoption, if any, as a cumulative-effect adjustment to retained earnings as of the adoption date. Therefore, on January 1, 2019, the Company decreased retained earnings by $503. Additionally, the Company increased additional paid-in capital by $662 and recorded a $159 deferred income tax asset.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities”. The pronouncement amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. The Company adopted the update during the first quarter of 2019 and such adoption had no impact on the Company’s consolidated financial statements.

In January 2017 the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to measure a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in ASU 2017-04, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity will consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.  The Company adopted ASU No. 2017-04 during the first quarter of 2019 and such adoption had no impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”.  The ASU changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU requires that an entity measure and recognize expected credit losses at the time the asset is recorded, while considering a broader range of information to estimate credit losses including macroeconomic conditions that correlate with historical loss experience, delinquency trends and aging behavior of receivables, among others. The Company has adopted this guidance effective January 1, 2020, prospectively, with respect to its receivables, and the adoption and application of this standard did not have a material impact to the consolidated financial statements during the first six months of 2020.

The Company maintains allowances for credit losses resulting from the inability of the Company’s customers to make required payments. Judgment is required in assessing the ultimate realization of these receivables, including consideration of the Company’s history of receivable write-offs, the level of past due accounts and the economic status of the Company’s customers. In an effort to identify adverse trends relative to customer economic status, the Company assesses the financial health of the markets it operates in and performs periodic credit evaluations of its customers and ongoing reviews of account balances and aging of receivables. Amounts are considered past due when payment has not been received within the time frame of the credit terms extended. Write-offs are charged directly against the allowance for credit losses and occur only after all collection efforts have been exhausted. The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected losses. At June 30, 2020 and December 31, 2019, the allowance for credit losses was $8,620 and $4,786, respectively.

In February 2016, the FASB issued ASU 2016-02, “Leases”.  The ASU requires that companies recognize assets and liabilities for the rights and obligations created by companies’ leases.  The Company’s lease portfolio is primarily comprised of store leases, manufacturing and distribution facility leases, warehouse leases and office leases.  Most of the leases are operating leases.  The Company’s finance leases are not material to its consolidated financial statements.

The Company adopted the new lease standard during the first quarter of 2019 and, to the extent required by the pronouncement, recognized a right of use asset and liability for its operating lease arrangements with terms of greater than twelve months. The

10


 

pronouncement had no impact on the Company’s consolidated statement of operations and comprehensive loss and it did not impact the Company’s compliance with its debt covenants.  Additionally, the standard requires companies to make certain annual disclosures, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Note 3 – Store Impairment and Restructuring Charges

Each year, the Company typically closes approximately ten Party City stores as part of its typical network rationalization process and in response to ongoing consumer, market and economic changes that naturally arise in the business. The Company performed a comprehensive review of its store locations aimed at improving the overall productivity of such locations (“store optimization program”). After careful consideration and evaluation of the store locations, the Company made the decision to accelerate the optimization of its store portfolio with the closure of stores, which are primarily located in close proximity to other Party City stores. In 2019, 55 stores were identified for closure, out of which 35 stores were closed in 2019 and 20 stores were closed in January 2020. In addition, 21 stores were identified in the first quarter of 2020 for closure at a future date. These closings should provide the Company with capital flexibility to expand into underserved markets. In addition, the Company evaluated the recoverability of long lived assets at the open stores and recorded an impairment charge associated with the operating lease asset and property, plant and equipment for open stores where sales were affected due to the outbreak of, and local, state and federal governmental responses to, COVID-19. In conjunction with the store optimization program and store impairment, during the three and six months ended June 30, 2020 and 2019, the Company recorded the following charges:   

 

 

 

Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

Inventory reserves

 

$

 

 

$

3,656

 

Operating lease asset impairment

 

 

181

 

 

 

940

 

Property, plant and equipment impairment

 

 

 

 

 

541

 

Labor and other costs incurred closing stores

 

 

983

 

 

 

3,753

 

Total

 

$

1,164

 

 

$

8,890

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Inventory reserves

 

$

11,696

 

 

$

21,285

 

Operating lease asset impairment

 

 

14,393

 

 

 

14,149

 

Property, plant and equipment impairment

 

 

2,065

 

 

 

4,680

 

Labor and other costs incurred closing stores

 

 

2,434

 

 

 

3,753

 

Severance

 

 

 

 

 

661

 

Total

 

$

30,588

 

 

$

44,528

 

 

Amounts disclosed above represent the Company’s best estimate of the total charges that are expected to be recorded. As the Company closes the stores, it records charges for common area maintenance, insurance and taxes to be paid subsequent to such closures in accordance with the stores’ lease agreements. However, such amounts are immaterial. Additionally, the Company incurs costs while moving inventory, cleaning the stores and returning them to their original condition. Such costs are also immaterial.

The fair values of the operating lease assets and property, plant and equipment were determined based on estimated future discounted cash flows for such assets using market participant assumptions, including data on the ability to sub-lease the stores.

The charge for inventory reserves is related to inventory that is disposed of following the closures of the stores and inventory that is sold below cost prior to such closures. The charge for inventory reserves was recorded in cost of sales in the Company’s statement of operations and comprehensive loss. The other charges were recorded in Store impairment and restructuring charges in the Company’s statement of operations and comprehensive loss.

The Company cannot guarantee that it will be able to achieve the anticipated benefits from the store optimization program. If the Company is unable to achieve such benefits, its results of operations and financial condition could be affected.

Note 4 – Goodwill and Intangibles Impairment

The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1 or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not

11


 

limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of goodwill and indefinite lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.

During the three months ended March 31, 2020, the Company identified intangible assets’ impairment indicators associated with its market capitalization and significantly reduced customer demand for its products due to COVID-19. As a result, the Company performed interim impairment tests on the goodwill at its retail and wholesale reporting units and its other indefinite lived intangible assets as of March 31, 2020. The interim impairment tests were performed using an income approach. The Company recognized non-cash pre-tax goodwill impairment charges at March 31, 2020 of $253,110 and $148,326 against the goodwill associated with its retail and wholesale reporting units, respectively.

In addition, during the three months ended March 31, 2020, the Company recorded an impairment charge of $131,287 and $3,925 on its Party City and Halloween City tradenames, respectively. There was no impairment for the three months ended June 30, 2020. During 2019, there was no impairment on the Party City trade name and the Company recorded a Halloween City trade name impairment charge of $6,575.

There was no goodwill and other intangible assets impairment charge for the three months ended June 30, 2020 and 2019 and six months ended June 30, 2019.

Note 5 – Sale/Leaseback Transaction

In June 2019, the Company sold its main distribution center in Chester, New York, its metallic balloons manufacturing facility in Eden Prairie, Minnesota, and its injection molded plastics manufacturing facility in Los Lunas, New Mexico. Simultaneously, the Company entered into twenty-year leases for each of the facilities. The aggregate sale price was $128,000 and, during the year ended December 31, 2019, the Company recorded a $58,381 gain on the sale, net of transaction costs, in the Company’s condensed consolidated statement of operations and comprehensive loss.

Under the terms of the lease agreements, the Company pays total rent of $8,320 during the first year and the annual rent will increase by 2% thereafter.

The Chester and Eden Prairie leases are being accounted for as operating leases and the sale of such properties resulted in the gain above.

However, for the Los Lunas property, the present value of the lease payments is greater than substantially all of the fair value of the assets. Therefore, the lease is a finance lease and sale accounting treatment is prohibited. As such, the Company is accounting for the proceeds as a financing lease. As of June 30, 2020 and December 31, 2019 $11,898 and $11,990 is recorded as a part of a Finance lease, respectively.

In conjunction with the sale/leaseback transaction, the Company amended its Term Loan Credit Agreement.  The amendment required the Company to use half of the proceeds from the transaction, net of costs, to paydown part of the outstanding balance under such debt agreement.  Additionally, the amendment required the Company to pay an immaterial “consent fee” to the lenders.  As the Term Loan Credit Agreement is a loan syndication, the Company assessed, on a creditor-by-creditor basis, whether the amendment should be accounted for as an extinguishment or a modification. The Company concluded that, for each creditor, the amendment should be accounted for as a modification. Therefore, no capitalized deferred financing costs or original issuance discounts were written off in conjunction with the amendment.

During June 2019, the Company used proceeds from the sale (net of costs) described in this Note 5 – Sale/Leaseback Transaction to paydown outstanding loans under the Term Loan Credit Agreement and the ABL Facility in an aggregate amount of $125,864, of which $62,770 was used to prepay the outstanding term loans and the balance was used to paydown the ABL Facility. See Note 16 – Current and Long-Term Obligations.

Note 6 – Disposition of Assets

On October 1, 2019, the Company sold its Canadian-based Party City stores to a Canadian-based retailer for $131,711 and entered into a 10-year supply agreement under which the acquirer agreed to purchase product from the Company for such Party City stores, as well as acquirer’s other stores. The Company has reinvested a significant portion of the cash proceeds (net of costs) received

12


 

from such sale in assets used or useful in the business of the Company and its subsidiaries and expects to so reinvest the balance of those proceeds in the near future.

Note 7 – Inventories

Inventories consisted of the following:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Finished goods

 

$

587,327

 

 

$

606,036

 

Raw materials

 

 

30,958

 

 

 

34,259

 

Work in process

 

 

16,729

 

 

 

18,124

 

 

 

$

635,014

 

 

$

658,419

 

 

Inventories are valued at the lower of cost or net realizable value. The Company principally determines the cost of inventory using the weighted average method.

The Company estimates retail inventory shrinkage for the period between physical inventory dates on a store-by-store basis. Inventory shrinkage estimates can be affected by changes in merchandise mix and changes in actual shortage trends. The shrinkage rate from the most recent physical inventory, in combination with historical experience, is the basis for estimating shrinkage.

Note 8 – Income Taxes

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (“the CARES Act”) was signed into law.  The CARES Act is a $2 trillion legislative package intended to provide economic relief to companies impacted by the COVID-19 pandemic, and it enacted a number of Internal Revenue Code modifications which are of particular benefit to the Company, including: 5-year net operating loss carryback, temporary relaxation of the limitations on interest deductions, qualified improvement property eligible for bonus depreciation, employee retention tax credits, and deferral of payment of payroll tax.

The effective income tax rate for the six months ended June 30, 2020 of 15.6% is different from the statutory rate of 21.0% primarily due to the non-deductible portions of goodwill impairment charges (see Note 4 – Goodwill and Intangibles Impairment above for further discussion), state taxes, and a rate benefit related to the carryback of a net operating loss to years when the statutory income tax rate was 35.0%.

13


 

Note 9 – Changes in Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss consisted of the following:

 

 

 

Three Months Ended June 30, 2020

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at March 31, 2020

 

$

(49,635

)

 

$

1,688

 

 

$

(47,947

)

Other comprehensive income before reclassifications,

   net of tax

 

 

4,014

 

 

 

59

 

 

 

4,073

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of operations

   and comprehensive loss, net of income tax

 

 

 

 

 

25

 

 

 

25

 

Net current-period other comprehensive income

 

 

4,014

 

 

 

84

 

 

 

4,098

 

Balance at June 30, 2020

 

$

(45,621

)

 

$

1,772

 

 

$

(43,849

)

 

 

 

Three Months Ended June 30, 2019

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at March 31, 2019

 

$

(45,900

)

 

$

342

 

 

$

(45,558

)

Other comprehensive income (loss) before reclassifications

 

 

556

 

 

 

(3

)

 

 

553

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive loss, net of income tax

 

 

 

 

 

(211

)

 

 

(211

)

Net current-period other comprehensive income (loss)

 

 

556

 

 

 

(214

)

 

 

342

 

Balance at June 30, 2019

 

$

(45,344

)

 

$

128

 

 

$

(45,216

)

 

 

 

Six Months Ended June 30, 2020

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at December 31, 2019

 

$

(37,434

)

 

$

1,700

 

 

$

(35,734

)

Other comprehensive (loss) income before

   reclassifications, net of tax

 

 

(8,187

)

 

 

70

 

 

 

(8,117

)

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive loss, net of income tax

 

 

 

 

 

2

 

 

 

2

 

Net current-period other comprehensive (loss) income

 

 

(8,187

)

 

 

72

 

 

 

(8,115

)

Balance at June 30, 2020

 

$

(45,621

)

 

$

1,772

 

 

$

(43,849

)

14


 

 

 

 

Six Months Ended June 30, 2019

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at December 31, 2018

 

$

(50,056

)

 

$

855

 

 

$

(49,201

)

Other comprehensive income before

   reclassifications, net of income tax

 

 

4,712

 

 

 

60

 

 

 

4,772

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive income, net of income tax

 

 

 

 

 

(787

)

 

 

(787

)

Net current-period other comprehensive income (loss)

 

 

4,712

 

 

 

(727

)

 

 

3,985

 

Balance at June 30, 2019

 

$

(45,344

)

 

$

128

 

 

$

(45,216

)

 

Note 10 – Capital Stock

At June 30, 2020, the Company’s authorized capital stock consisted of 300,000,000 shares of $0.01 par value common stock and 15,000,000 shares of $0.01 par value preferred stock.

During 2013, Party City Holdco granted performance-based stock options to key employees and independent directors. For those performance-based options, vesting was contingent on Thomas H. Lee Partners, L.P. (“THL”) achieving specified investment returns when it sold its entire ownership stake in Party City Holdco. In June 2020, THL distributed its remaining shares. At the time of the THL distribution, there were 2,539,600 performance options outstanding with an average grant date fair value of $3.09. None of the performance-based options vested as the specified investment returns were not attained. The Company recorded compensation expense of $7,847.

Note 11 – Segment Information

Industry Segments

The Company has two identifiable business segments. The Wholesale segment designs, manufactures, sources and distributes decorated party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world. The Retail segment operates specialty retail party supply stores in the United States, principally under the names Party City and Halloween City, and it operates e-commerce websites, principally through the domain name Partycity.com. The Retail segment also franchises both individual stores and franchise areas throughout the United States, Mexico and Puerto Rico, principally under the name Party City. The Company’s industry segment data for the three months ended June 30, 2020 and June 30, 2019 was as follows:

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Three Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

131,296

 

 

$

184,737

 

 

$

316,033

 

Royalties and franchise fees

 

 

 

 

 

1,045

 

 

 

1,045

 

Total revenues

 

 

131,296

 

 

 

185,782

 

 

 

317,078

 

Eliminations

 

 

(62,387

)

 

 

 

 

 

(62,387

)

Net revenues

 

$

68,909

 

 

$

185,782

 

 

$

254,691

 

Loss from operations

 

$

(55,892

)

 

$

(70,902

)

 

$

(126,794

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

25,412

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

1,484

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

$

(153,690

)

15


 

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

289,067

 

 

$

423,157

 

 

$

712,224

 

Royalties and franchise fees

 

 

 

 

 

2,189

 

 

 

2,189

 

Total revenues

 

 

289,067

 

 

 

425,346

 

 

 

714,413

 

Eliminations

 

 

(150,522

)

 

 

 

 

 

(150,522

)

Net revenues

 

$

138,545

 

 

$

425,346

 

 

$

563,891

 

Income from operations

 

$

60,297

 

 

$

37,188

 

 

$

97,485

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

30,176

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

3,342

 

Income before income taxes

 

 

 

 

 

 

 

 

 

$

63,967

 

 

The Company’s industry segment data for the six months ended June 30, 2020 and 2019 was as follows:

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Six Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

346,094

 

 

$

486,131

 

 

$

832,225

 

Royalties and franchise fees

 

 

 

 

 

2,627

 

 

 

2,627

 

Total revenues

 

 

346,094

 

 

 

488,758

 

 

 

834,852

 

Eliminations

 

 

(166,118

)

 

 

 

 

 

(166,118

)

Net revenues

 

$

179,976

 

 

$

488,758

 

 

$

668,734

 

Loss from operations

 

$

(219,440

)

 

$

(518,724

)

 

$

(738,164

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

50,532

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

7,160

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

$

(795,856

)

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

579,368

 

 

$

801,310

 

 

$

1,380,678

 

Royalties and franchise fees

 

 

 

 

 

4,203

 

 

 

4,203

 

Total revenues

 

 

579,368

 

 

 

805,513

 

 

 

1,384,881

 

Eliminations

 

 

(307,874

)

 

 

 

 

 

(307,874

)

Net revenues

 

$

271,494

 

 

$

805,513

 

 

$

1,077,007

 

Income from operations

 

$

62,520

 

 

$

24,668

 

 

$

87,188

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

59,433

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

4,596

 

Income before income taxes

 

 

 

 

 

 

 

 

 

$

23,159

 

 

In 2019, the Company initiated a store optimization program under which the Company identified approximately 55 Party City stores to be closed. In addition, 21 stores were identified in 2020 for closure at a future date. In conjunction with the program, during three months ended June 30, 2020 and 2019 the Company’s Retail segment recorded $1,164 and $8,890 of store impairment and restructuring charges, respectively. In conjunction with the program, during six months ended June 30, 2020 and 2019  the Company’s Retail segment recorded $30,588 and $44,528 of store impairment and restructuring charges, respectively. See Note 3 – Store Impairment and Restructuring Charges for further detail.

16


 

During June 2019, the Company’s Wholesale segment sold its main distribution center in Chester, New York, its metallic balloons manufacturing facility in Eden Prairie, Minnesota and its injection molded plastics manufacturing facility in Los Lunas, New Mexico. The aggregate sale price was $128,000 and, during the three months ended June 30, 2019, the Company’s Wholesale segment recorded a $58,381 gain on the sale in the Company’s condensed consolidated statement of operations and comprehensive income. See Note 5 – Sale/Leaseback Transaction for further detail.

During the three months ended March 31, 2020, the Company identified intangible assets’ impairment indicators associated with its market capitalization and significantly reduced customer demand for its products due to COVID-19. As a result, the Company performed interim impairment tests on the goodwill at its retail and wholesale reporting units and its other indefinite lived intangible assets as of March 31, 2020. As a result, the Company recognized non-cash pre-tax goodwill and trade name impairment charges. See Note 4 – Goodwill and Intangibles Impairment for further detail.

Note 12 – Commitments and Contingencies

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 13 – Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risks managed through the use of derivative financial instruments are interest rate risk and foreign currency exchange rate risk.

Interest Rate Risk Management

As part of the Company’s risk management strategy, the Company periodically uses interest rate swap agreements to hedge the variability of cash flows on floating rate debt obligations. Accordingly, interest rate swap agreements are reflected in the consolidated balance sheets at fair value and the related gains and losses on these contracts are deferred in equity and recognized in interest expense over the same period in which the related interest payments being hedged are recognized in income. The Company did not utilize interest rate swap agreements during the six months ended June 30, 2020 and 2019.

Foreign Exchange Risk Management

A portion of the Company’s cash flows are derived from transactions denominated in foreign currencies. In order to reduce the uncertainty of foreign exchange rate movements on transactions denominated in foreign currencies, including the British Pound Sterling, the Canadian Dollar, the Euro, the Malaysian Ringgit, the Australian Dollar, and the Mexican Peso, the Company enters into foreign exchange contracts with major international financial institutions. These forward contracts, which typically mature within one year, are designed to hedge anticipated foreign currency transactions, primarily inventory purchases and sales. For contracts that qualify for hedge accounting, the terms of the foreign exchange contracts are such that cash flows from the contracts should be highly effective in offsetting the expected cash flows from the underlying forecasted transactions.

The foreign currency exchange contracts are reflected in the condensed consolidated balance sheets at fair value. At June 30, 2020 and December 31, 2019, the Company had foreign currency exchange contracts that qualified for hedge accounting. No components of these agreements were excluded in the measurement of hedge effectiveness. As these hedges are 100% effective, there is no current impact on earnings due to hedge ineffectiveness. The Company anticipates that substantially all unrealized gains and losses in accumulated other comprehensive loss related to these foreign currency exchange contracts will be reclassified into earnings at a later date.

The following table displays the fair values of the Company’s derivatives at June 30, 2020 and December 31, 2019:

 

 

 

Derivative Assets

 

 

Derivative Liabilities

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

Foreign Exchange Contracts

 

(a) PP

 

$

70

 

 

(a) PP

 

$

 

 

(b) AE

 

$

35

 

 

(b) AE

 

$

 

17


 

 

(a)

PP = Prepaid expenses and other current assets

(b)

AE = Accrued expenses

The following table displays the notional amounts of the Company’s derivatives at June 30, 2020 and December 31, 2019:

 

Derivative Instrument

 

June 30,

2020

 

 

December 31,

2019

 

Foreign Exchange Contracts

 

$

10,895

 

 

$

300

 

 

Note 14 – Fair Value Measurements

The provisions of ASC Topic 820, “Fair Value Measurement”, define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

During 2017, the Company acquired a 28% ownership interest in Punchbowl, Inc. (“Punchbowl”), a provider of digital greeting cards and digital invitations. At such time, the Company provided Punchbowl’s other investors with the ability to “put” their interest in Punchbowl to the Company at a future date. Additionally, at such time, the Company received the ability to “call” the interest of the other investors. During the twelve months ended December 31, 2019, the option was terminated and the Company wrote off its asset related to the call option and reversed its liability related to the put option. Prior to such time, the Company had been adjusting the put liability to fair value on a recurring basis. The liability represented a Level 3 fair value measurement as it was based on unobservable inputs. In November 2019, the Company sold its ownership interest in Punchbowl, and recorded a net charge of $2,169 in other expenses, net for the option termination and the sale of its ownership interest.

During 2017, the Company and Ampology, a subsidiary of Trivergence, reached an agreement to form a new legal entity, Kazzam, LLC (“Kazzam”), for the purpose of designing, developing and launching an online exchange platform for party-related services. As part of Ampology’s compensation for designing, developing and launching the exchange platform, Ampology received an ownership interest in Kazzam. The interest had been recorded as redeemable securities in the mezzanine of the Company’s consolidated balance sheet as Ampology had the right to cause the Company to purchase the interest. The liability was adjusted to the greater of the current fair value or the original fair value at the time at which the ownership interest was issued (adjusted for any subsequent changes in the ownership interest percentage). On March 23, 2020, the Company agreed to purchase all of Ampology’s interest in Kazzam. Refer to Note 19 – Kazzam, LLC for further detail. As of December 31, 2019 the original value was greater and, therefore, the liabilities are not disclosed as fair value measurements.  As of June 30, 2020 there is no liability.  

The majority of the Company’s non-financial instruments, which include goodwill, intangible assets, lease assets, inventories and property, plant and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or at least annually for goodwill and indefinite-lived intangible assets), a non-financial instrument is required to be evaluated for impairment. If the Company determines that the non-financial instrument is impaired, the Company would be required to write down the non-financial instrument to its fair value. See Note 3 – Store Impairment and Restructuring Charges and Note 4 – Goodwill and Intangibles Impairment for further detail.

The carrying amounts for cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximated fair value at June 30, 2020 because of the short-term maturities of the instruments and/or their variable rates of interest.

18


 

The carrying amounts and fair values of borrowings under the Term Loan Credit Agreement and the Company’s senior notes as of June 30, 2020 are as follows:

 

 

 

June 30, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Term Loan Credit Agreement

 

$

713,531

 

 

$

334,218

 

6.125% Senior Notes – due 2023

 

 

347,427

 

 

 

73,500

 

6.625% Senior Notes – due 2026

 

 

495,297

 

 

 

102,500

 

 

The fair values of the Term Loan Credit Agreement and the Senior Notes represent Level 2 fair value measurements as the debt instruments trade in inactive markets.

Note 15 – Earnings Per Share

Basic earnings per share are computed by dividing net income attributable to common shareholders of Party City Holdco Inc. by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated based on the weighted average number of outstanding common shares plus the dilutive effect of stock options and warrants, as if they were exercised, and restricted stock units, as if they vested.

Basic and diluted loss per share is as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net (loss) income attributable to common shareholders of

   Party City Holdco Inc.

 

$

(130,015

)

 

$

48,074

 

 

$

(671,528

)

 

$

17,856

 

Weighted average shares - Basic

 

 

93,419,078

 

 

 

93,293,176

 

 

 

93,407,344

 

 

 

93,233,865

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

 

 

 

 

19,228

 

 

 

 

 

 

23,628

 

Stock options

 

 

 

 

 

391,142

 

 

 

 

 

 

534,270

 

Weighted average shares - Diluted

 

 

93,419,078

 

 

 

93,703,546

 

 

 

93,407,344

 

 

 

93,791,763

 

Net (loss) income per share attributable to common

   shareholders of Party City Holdco Inc. - Basic

 

$

(1.39

)

 

$

0.52

 

 

$

(7.19

)

 

$

0.19

 

Net (loss) income per share attributable to common

   shareholders of Party City Holdco Inc. - Diluted

 

$

(1.39

)

 

$

0.51

 

 

$

(7.19

)

 

$

0.19

 

 

During the three and six months ended June 30, 2020, 3,613,482 stock options, 1,000,000 warrants and 413,968 restricted stock units were excluded from the calculation of net loss per share attributable to common shareholders of Party City Holdco Inc. – diluted as they were anti-dilutive. During the three and six months ended June 30, 2019, 2,118,443 stock options,  596,000 warrants and 199,978 restricted stock units were excluded from the calculation of net loss per share attributable to common shareholders of Party City Holdco Inc. – diluted as they were anti-dilutive.

Note 16 – Current and Long-Term Obligations

Long-term obligations at June 30, 2020 and December 31, 2019 consisted of the following:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Term Loan Credit Agreement

 

$

713,789

 

 

$

718,596

 

6.125% Senior Notes – due 2023

 

 

347,427

 

 

 

347,015

 

6.625% Senior Notes – due 2026

 

 

495,297

 

 

 

494,910

 

Finance lease obligations

 

 

14,873

 

 

 

14,990

 

Total long-term obligations

 

 

1,571,386

 

 

 

1,575,511

 

Less: current portion

 

 

(13,810

)

 

 

(71,524

)

Long-term obligations, excluding current portion

 

$

1,557,576

 

 

$

1,503,987

 

19


 

 

Prior to April 2019, the Company had a $540,000 asset-based revolving credit facility (with a seasonal increase to $640,000 during a certain period of each calendar year) (the “ABL Facility”), which matures during August 2023 (subject to a springing maturity at an earlier date if the maturity date of certain of the Company’s other debt has not been extended or refinanced). It provides for (a) revolving loans, subject to a borrowing base, and (b) letters of credit, in an aggregate face amount at any time outstanding not to exceed $50,000. During April 2019, the Company amended the ABL Facility. Such amendment removed the seasonal component and made the ABL Facility a $640,000 facility with no seasonal modification component.

In the first half of 2020 the Company drew down $269.9 million under the ABL Facility. At June 30, 2020, $119.6 million was invested in US Treasury funds with maturities of less than three months. The Company had approximately $136.1 million of availability under the ABL Facility as of June 30, 2020.

Refer to Note 20 – Subsequent Events for further disclosure about the Company’s current and long-term debt.  

 

Note 17 – Revenue from Contracts with Customers

The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Retail Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North American Party City Stores

 

$

147,729

 

 

$

387,308

 

 

$

407,607

 

 

$

733,448

 

Global E-commerce

 

 

33,675

 

 

 

35,364

 

 

 

63,428

 

 

 

67,172

 

Other

 

 

3,333

 

 

 

485

 

 

 

15,096

 

 

 

690

 

Total Retail Net Sales

 

$

184,737

 

 

$

423,157

 

 

$

486,131

 

 

$

801,310

 

Royalties and Franchise Fees

 

 

1,045

 

 

 

2,189

 

 

 

2,627

 

 

 

4,203

 

Total Retail Revenue

 

$

185,782

 

 

$

425,346

 

 

$

488,758

 

 

$

805,513

 

Wholesale Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

39,121

 

 

$

74,766

 

 

$

97,875

 

 

$

148,587

 

International

 

 

29,788

 

 

 

63,779

 

 

 

82,101

 

 

 

122,907

 

Total Wholesale Net Sales

 

$

68,909

 

 

$

138,545

 

 

$

179,976

 

 

$

271,494

 

Total Consolidated Revenue

 

$

254,691

 

 

$

563,891

 

 

$

668,734

 

 

$

1,077,007

 

 

Note 18 – Cash, Cash Equivalents and Restricted Cash

The Company’s June 30, 2020 consolidated balance sheet included $154,133 of cash and cash equivalents (with maturities of less than three months) and $18 of restricted cash. The Company’s December 31, 2019 consolidated balance sheet included $34,917 of cash and cash equivalents and $259 of restricted cash.

Restricted cash is recorded in Prepaid expenses and other current assets.

Note 19 – Kazzam, LLC

During the first quarter of 2017, the Company and Ampology, a subsidiary of Trivergence, reached an agreement to form a new legal entity, Kazzam, LLC (“Kazzam”), for the purpose of designing, developing and launching an online exchange platform for party-related services.

At December 31, 2019, although the Company owned 26% of Kazzam’s equity, Kazzam was a variable interest entity and the Company consolidated Kazzam into the Company’s financial statements. Further, the Company was funding all of Kazzam’s start-up activities via a loan to Kazzam and recorded its operating results in “development stage expenses” in the Company’s consolidated statement of operations and comprehensive (loss) income. Ampology’s ownership interest in Kazzam had been recorded in redeemable securities in the mezzanine of the Company’s consolidated balance sheet.

In January 2020, the Company and Ampology terminated certain services agreements and warrants that Ampology had in the Company stock. The parties concurrently entered into an interim transition agreement for which expenses are recorded as development stage expenses.

20


 

On March 23, 2020, the Company agreed to purchase Ampology’s interest in Kazzam in exchange for a three-year royalty on net service revenue and a warrant to purchase up to 1,000,000 shares of the Company’s common stock. The acquisition of Ampology’s interest in Kazzam is an equity transaction and the difference between the fair value of the consideration transferred and the carrying value of Ampology’s interest in Kazzam is recorded within the consolidated statement of stockholders’ equity.

Note 20 – Subsequent Events

Completion of Refinancing Transactions

On July 30, 2020 (the “Settlement Date”), the Company and certain of its direct or indirect subsidiaries, including PCHI, Anagram Holdings, LLC, a Delaware limited liability company and wholly owned direct subsidiary of PCHI (“Anagram Holdings”), and Anagram International, Inc., a Minnesota corporation and wholly owned direct subsidiary of Anagram Holdings, completed certain previously announced refinancing transactions, including, among other things: (i) the exchange of $327,076,000.00 of 6.125% Senior Notes due 2023 (the “2023 Notes”) and $392,746,000.00 of 6.625% Senior Notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Existing Notes”) issued by PCHI, in each case tendered in the Company’s offers to exchange pursuant to the terms described in a confidential offering memorandum, for (A) $156,669,177.00 of Senior Secured First Lien Floating Rate Notes due 2025 (the “First Lien Party City Notes”) issued by PCHI; (B) $84,686,977.00 of 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 (the “Second Lien Anagram Notes”) issued by Anagram Holdings and Anagram International (together, the “Anagram Issuers”); and (C) 15,942,551 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”); (ii) the issuance of $110,000,000.00 in the aggregate of 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 (the “First Lien Anagram Notes”) by the Anagram Issuers and an additional $5,000,000 of First Lien Party City Notes in connection with a rights offering and a private placement, as applicable; and (iii) the solicitations of certain consents (the “Consent Solicitations”) with respect to the indentures governing Existing Notes.

 

The First Lien Party City Notes were issued pursuant to an indenture, dated as of the Settlement Date, among PCHI, as issuer, certain guarantors party thereto (the “Party City Guarantors”) and Ankura Trust Company, LLC (“Ankura”), as trustee and collateral trustee. The First Lien Party City Notes were issued in an aggregate amount of $161,669,177.00 and will mature on July 15, 2025. Interest on the First Lien Party City Notes accrues from the Settlement Date at a floating rate equal to the 6-month London Inter-Bank Offered Rate plus 500 basis points (with a floor of 75 basis points) per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2021. The First Lien Party City Notes are senior secured obligations of PCHI and the Party City Guarantors. The First Lien Party City Notes are pari passu in right of payment with all of PCHI’ other senior indebtedness, including the existing senior secured term loan facility and the ABL Facility, and are structurally subordinated to the First Lien Anagram Notes and the Second Lien Anagram Notes, to the extent of the value of the Anagram Collateral (as defined below). The First Lien Party City Notes are secured by a first priority lien on collateral that includes liens on substantially all assets (other than certain accounts, inventory, deposit accounts, securities accounts, related assets and general intangibles) of the Party City Guarantors, in each case subject to certain exceptions and permitted liens.

 

The First Lien Anagram Notes were issued pursuant to an indenture, dated as of the Settlement Date, among Anagram Holdings, as issuer, Anagram International, as co-issuer, certain guarantors party thereto (the “Anagram Guarantors”) and Ankura, as trustee and collateral trustee. The First Lien Anagram Notes were issued in an aggregate amount of $110,000,000.00 and will mature on August 15, 2025. Interest on the First Lien Anagram Notes accrues from the Settlement Date at (i) a rate of 10.00% per annum, payable in cash; and (ii) a rate of 5.00% per annum payable by increasing the principal amount of the outstanding First Lien Anagram Notes or issuing additional First Lien Anagram Notes, as the case may be, in each case payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021. The First Lien Anagram Notes are senior secured obligations of the Anagram Issuers and are pari passu in right of payment with all of the Anagram Issuers’ other senior indebtedness. The First Lien Anagram Notes are secured by a first priority lien on collateral that consists of substantially all assets and properties of the Anagram Issuers and the Anagram Guarantors, subject to certain exceptions and permitted liens (the “Anagram Collateral”). Such security interests are senior in priority to the security interests in such assets that secure the Second Lien Anagram Notes.

 

21


 

The Second Lien Anagram Notes were issued pursuant to an indenture, dated as of the Settlement Date, among Anagram Holdings, as issuer, Anagram International, as co-issuer, the Anagram Guarantors and Ankura, as trustee and collateral trustee. The Second Lien Anagram Notes were issued in an aggregate amount of $84,686,977.00 and will mature on August 15, 2026. Interest on the Second Lien Anagram Notes accrues from the Settlement Date at (i) a rate of 5.00% per annum, payable, at the Anagram Issuers’ option, entirely in cash or entirely by increasing the principal amount of the outstanding Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes, as the case may be; and (ii) a rate of 5.00% per annum payable by increasing the principal amount of the outstanding Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes, as the case may be, in each case payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021; provided, however, that on August 15, 2025, interest will be required to be paid by increasing the principal amount of the Second Lien Anagram Notes or issuing the principal amount of the Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes. On February 15, 2026, the Anagram Issuers will prepay in cash a portion of the Second Lien Anagram Notes then outstanding in an amount necessary such that the Second Lien Anagram Notes are not treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Internal Revenue Code of 1986, as amended. The Second Lien Anagram Notes are senior secured obligations of the Anagram Issuers and are pari passu in right of payment with all of the Anagram Issuers’ other senior indebtedness. The Second Lien Anagram Notes are secured by a second priority lien on the Anagram Collateral. Such security interests are junior to the security interests in such assets that secure the First Lien Anagram Notes.

 

In connection with the refinancing transactions described above, PCHI (1) reduced the ABL revolving commitments and prepaid the outstanding ABL revolving loans, in each case, in an aggregate principal amount equal to $44,000,000.00, in accordance with the ABL Facility credit agreement, and (2) designated Anagram Holdings and each of its subsidiaries as an unrestricted subsidiary under the ABL Facility and the Term Loan Credit Agreement.

 

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 9, 2020, the Company received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is no longer in compliance with the NYSE continued listing standards set forth in Section 802.01C of the NYSE’s Listed Company Manual, which requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.

Under NYSE continued listing standards, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. However, on April 20, 2020, the NYSE made a rule filing with the Securities and Exchange Commission for relief on the $1.00 share closing price standard, which became effective on April 21, 2020. The relief provides issuers additional time to cure noncompliance with the $1.00 share closing price standard. As a result, the Company’s new noncompliance cure expiration date was December 18, 2020. The Company regained compliance after its closing share price on June 30, 2020 and its average closing price for the 30 trading-day period ending June 30, 2020 both exceeded $1.00.

 

Registration of Additional Shares and Share Activity.

On July 10, 2020, the Company filed a registration statement on Form S-8 to register an additional 1,600,000 shares under its Registrant’s Amended and Restated 2012 Omnibus Equity Incentive Plan. On July 18, 2020, 6,448,276 performance-based restricted stock units ("PRSUs") were granted to certain executive officers and other employees. Each PRSU represents the contingent right to receive one share of Common Stock. The PRSUs will vest in quarters if the volume weighted average of the fair market value per share of the Common Stock meets or exceeds $2.50, $5.00, $7.50, and $10.00, respectively, for a period of not less than 90 consecutive trading days on the New York Stock Exchange, subject to the each of the executive officers’ and employees’ continued employment by the Company through each vesting date.  

22


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References throughout this document to the “Company” include Party City Holdco Inc. and its subsidiaries. In this document the words “we,” “our,” “ours” and “us” refer only to the Company and its subsidiaries and not to any other person.

Business Overview

Our Company

We are 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 a leading player in its category and vertically integrated in its breadth and depth. The Company 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. As of June 30, 2020, the Company’s retail operations include 854 specialty retail party supply stores (including franchise stores) throughout the United States and Mexico operating under the names Party City and Halloween City, and e-commerce websites, including through the domain name PartyCity.com and others.

In addition to our retail operations, we are also one of the largest global designers, manufacturers and distributors of decorated consumer party products, with items found in over 40,000 retail outlets worldwide, including independent party supply stores, mass merchants, grocery retailers, e-commerce merchandisers and dollar stores. Our products are available in over 100 countries with the United Kingdom (“U.K.”), Canada, Germany, Mexico and Australia among the largest end markets for our products outside of the United States.

How We Assess the Performance of Our Company

In assessing the performance of our company, we consider a variety of performance and financial measures for our two operating segments, Retail and Wholesale. These key measures include revenues and gross profit, comparable retail same-store sales and operating expenses. We also review other metrics such as adjusted net income (loss), adjusted net income (loss) per common share – diluted and adjusted EBITDA. For a discussion of our use of these measures and a reconciliation of adjusted net income (loss) and adjusted EBITDA to net income (loss), please refer to “Financial Measures - Adjusted EBITDA,” “Financial Measures - Adjusted Net Income (Loss)” and “Financial Measures - Adjusted Net Income (Loss) Per Common Share – Diluted” below.

Segments

We have two reporting segments: Retail and Wholesale.

Our retail segment generates revenue primarily through the sale of our party supplies, which are sold under the Amscan, Designware, Anagram and Costumes USA brand names through Party City, Halloween City and PartyCity.com. For the six months ended June 30, 2020, 81.7% of the product that was sold by our retail segment was supplied by our wholesale segment and 30.7% of the product that was sold by our retail segment was self-manufactured.

Our wholesale revenues are generated from the sale of decorated party goods for all occasions, including paper and plastic tableware, accessories and novelties, costumes, metallic and latex balloons and stationery. Our products are sold at wholesale to party goods superstores (including our franchise stores), other party goods retailers, mass merchants, independent card and gift stores, dollar stores and e-commerce merchandisers.

Intercompany sales between the Wholesale and the Retail segment are eliminated, and the wholesale profits on intercompany sales are deferred and realized at the time the merchandise is sold to the retail consumer. For segment reporting purposes, certain general and administrative expenses and art and development costs are allocated based on total revenues.

Financial Measures

Revenues. Revenue from retail store operations is recognized at the point of sale as control of the product is transferred to the customer at such time. Retail e-commerce sales are recognized when the consumer receives the product as control transfers upon delivery. We estimate future retail sales returns and record a provision in the period in which the related sales are recorded based on historical information. Retail sales are reported net of taxes collected.

23


 

Under the terms of our agreements with our franchisees, we provide both: 1) brand value (via significant advertising spend) and 2) support with respect to planograms, in exchange for a royalty fee that ranges from 4% to 6% of the franchisees’ sales. The Company records the royalty fees at the time that the franchisees’ sales are recorded.

For most of our wholesale sales, control transfers upon the shipment of the product as: 1) legal title transfers on such date and 2) we have a present right to payment at such time. Wholesale sales returns are not significant as we generally only accept the return of goods that were shipped to the customer in error or that were damaged when received by the customer. Additionally, due to our extensive history operating as a leading party goods wholesaler, we have sufficient history with which to estimate future sales returns and we use the expected value method to estimate such activity.

Intercompany sales from our wholesale operations to our retail stores are eliminated in our consolidated total revenues.

Comparable Retail Same-Store Sales. The growth in same-store sales represents the percentage change in same-store sales in the period presented compared to the prior year. Same-store sales exclude the net sales of a store for any period if the store was not open during the same period of the prior year. Acquired stores are excluded from same-store sales until they are converted to the Party City format and included in our sales for the comparable period of the prior year. Comparable sales are calculated based upon stores that were open at least thirteen full months as of the end of the applicable reporting period. When a store is reconfigured or relocated within the same general territory, the store continues to be treated as the same store. If, during the period presented, a store was closed, sales from that store up to and including the closing day are included as same-store sales as long as the store was open during the same period of the prior year. Same-store sales for the Party City brand include North American retail e-commerce sales.

Cost of Sales. Cost of sales at wholesale reflects the production costs (i.e., raw materials, labor and overhead) of manufactured goods and the direct cost of purchased goods, inventory shrinkage, inventory adjustments, inbound freight to our manufacturing and distribution facilities, distribution costs, including rent at distribution facilities, and outbound freight to get goods to our wholesale customers. At retail, cost of sales reflects the direct cost of goods purchased from third parties and the production or purchase costs of goods acquired from our wholesale segment. Retail cost of sales also includes inventory shrinkage, inventory adjustments, inbound freight, occupancy costs related to store operations (such as rent and common area maintenance, utilities and depreciation on assets) and all logistics costs associated with our retail e-commerce business.

Our cost of sales increases in higher volume periods as the direct costs of manufactured and purchased goods, inventory shrinkage and freight are generally tied to net sales. However, other costs are largely fixed or vary based on other factors and do not necessarily increase as sales volume increases. Changes in the mix of our products may also impact our overall cost of sales. The direct costs of manufactured and purchased goods are influenced by raw material costs (principally paper, petroleum-based resins and cotton), domestic and international labor costs in the countries where our goods are purchased or manufactured and logistics costs associated with transporting our goods. We monitor our inventory levels on an on-going basis in order to identify slow-moving goods.

Cost of sales related to sales from our wholesale segment to our retail segment are eliminated in our consolidated financial statements.

Wholesale Selling Expenses. Wholesale selling expenses include the costs associated with our wholesale sales and marketing efforts, including merchandising and customer service. Costs include the salaries and benefits of the related work force, including sales-based bonuses and commissions. Other costs include catalogues, showroom expenses, travel and other operating costs. Certain selling expenses, such as sales-based bonuses and commissions, vary in proportion to sales, while other costs vary based on other factors, such as our marketing efforts, or are largely fixed and do not necessarily increase as sales volumes increase.

Retail Operating Expenses. Retail operating expenses include all of the costs associated with retail store operations, excluding occupancy-related costs included in cost of sales. Costs include store payroll and benefits, advertising, supplies and credit card costs. Retail expenses are largely variable but do not necessarily vary in proportion to net sales.

Franchise Expenses. Franchise expenses include the costs associated with operating our franchise network, including salaries and benefits of the administrative work force and other administrative costs. These expenses generally do not vary proportionally with royalties and franchise fees.

General and Administrative Expenses. General and administrative expenses include all operating costs not included elsewhere in the statement of operations and comprehensive (loss) income. These expenses include payroll and other expenses related to operations at our corporate offices, including occupancy costs, related depreciation and amortization, legal and professional fees, stock and equity-based compensation and data-processing costs. These expenses generally do not vary proportionally with net sales.

24


 

Art and Development Costs. Art and development costs include the costs associated with art production, creative development and product management. Costs include the salaries and benefits of the related work force. These expenses generally do not vary proportionally with net sales.

Development Stage Expenses. Development stage expenses represent start-up activities related to Kazzam, LLC (“Kazzam”).

Adjusted EBITDA. We define EBITDA as net income (loss) before interest expense, net, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because we believe it assists investors in comparing our performance across reporting periods on a consistent basis by eliminating the impact of items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA: (i) as a factor in determining incentive compensation, (ii) to evaluate the effectiveness of our business strategies, and (iii) because the credit facilities use Adjusted EBITDA to measure compliance with certain covenants.

Adjusted Net Income (Loss). Adjusted net income (loss) represents our net income (loss), adjusted for, among other items, intangible asset amortization, non-cash purchase accounting adjustments, amortization of deferred financing costs and original issue discounts, equity-based compensation and impairment charges. We present adjusted net income because we believe it assists investors in comparing our performance across reporting periods on a consistent basis by eliminating the impact of items that we do not believe are indicative of our core operating performance.

Adjusted Net Income (Loss) Per Common Share – Diluted. Adjusted net income (loss) per common share – diluted represents adjusted net income (loss) divided by the Company’s diluted weighted average common shares outstanding. We present the metric because we believe it assists investors in comparing our per share performance across reporting periods on a consistent basis by eliminating the impact of items that we do not believe are indicative of our core operating performance.

Results of Operations

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of the virus. The global spread of COVID-19 and the measures to contain it have negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial markets. In response to COVID-19, to safeguard the health and safety of its team members and customers, the Company temporarily closed all of its corporate retail stores as of March 18, 2020. During the temporary store closures, the Company offered curbside pickup and the Company’s e-commerce site, www.partycity.com, remained fully operational.

This led to a temporary furlough of approximately 90% of store employees and 70% of wholesale, manufacturing and corporate employees for whom the Company provides health benefits. In addition, there were non-payroll expense reductions including advertising and other store operating expenses, as well as professional and consulting fees, and cancellation of orders and negotiated receipt delays to manage inventory levels.

The Company began reopening stores on May 1, 2020, in accordance with state and local health ordinances, and as of June 12, 2020 had reopened 85% of its stores with store employees returning from furlough. By June 22, 2020, all stores were re-opened. But our business, operations, financial condition and liquidity have been and may continue to be materially and adversely affected. The disruption to the global economy and to our business, along with the decline in our stock price, negatively impacted the recoverability value of certain assets, including intangibles, and goodwill in the first quarter of 2020.

25


 

Three Months Ended June 30, 2020 Compared To Three Months Ended June 30, 2019

The following table sets forth the Company’s operating results and operating results as a percentage of total revenues for the three months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

2020

 

 

 

2019

 

 

(Dollars in thousands)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

253,646

 

 

 

99.6

 

%

 

$

561,702

 

 

 

99.6

 

%

Royalties and franchise fees

 

 

1,045

 

 

 

0.4

 

 

 

 

2,189

 

 

 

0.4

 

 

Total revenues

 

 

254,691

 

 

 

100.0

 

 

 

 

563,891

 

 

 

100.0

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

237,907

 

 

 

93.4

 

 

 

 

353,056

 

 

 

62.6

 

 

Wholesale selling expenses

 

 

9,707

 

 

 

3.8

 

 

 

 

16,884

 

 

 

3.0

 

 

Retail operating expenses

 

 

65,236

 

 

 

25.6

 

 

 

 

96,143

 

 

 

17.0

 

 

Franchise expenses

 

 

3,121

 

 

 

1.2

 

 

 

 

3,236

 

 

 

0.6

 

 

General and administrative expenses

 

 

59,931

 

 

 

23.5

 

 

 

 

41,510

 

 

 

7.4

 

 

Art and development costs

 

 

3,516

 

 

 

1.4

 

 

 

 

5,712

 

 

 

1.0

 

 

Development stage expenses

 

 

903

 

 

 

0.4

 

 

 

 

3,012

 

 

 

0.5

 

 

Gain on sale/leaseback transaction

 

 

 

 

 

0.0

 

 

 

 

(58,381

)

 

 

(10.4

)

 

Store impairment and restructuring charges

 

 

1,164

 

 

 

0.5

 

 

 

 

5,234

 

 

 

0.9

 

 

Total expenses

 

 

381,485

 

 

 

149.8

 

 

 

 

466,406

 

 

 

82.7

 

 

(Loss) income from operations

 

 

(126,794

)

 

 

(49.8

)

 

 

 

97,485

 

 

 

17.3

 

 

Interest expense, net

 

 

25,412

 

 

 

10.0

 

 

 

 

30,176

 

 

 

5.4

 

 

Other expense, net

 

 

1,484

 

 

 

0.6

 

 

 

 

3,342

 

 

 

0.6

 

 

(Loss) income before income taxes

 

 

(153,690

)

 

 

(60.3

)

 

 

 

63,967

 

 

 

11.3

 

 

Income tax (benefit) expense

 

 

(23,631

)

 

 

(9.3

)

 

 

 

15,962

 

 

 

2.8

 

 

Net (loss) income

 

 

(130,059

)

 

 

(51.1

)

 

 

 

48,005

 

 

 

8.5

 

 

Less: Net loss attributable to noncontrolling interests

 

 

(44

)

 

 

 

 

 

 

(69

)

 

 

 

 

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

 

$

(130,015

)

 

 

(51.0

)

%

 

$

48,074

 

 

 

8.5

 

%

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

 

$

(1.39

)

 

 

 

 

 

 

$

0.52

 

 

 

 

 

 

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

 

$

(1.39

)

 

 

 

 

 

 

$

0.51

 

 

 

 

 

 

 

Revenues

Total revenues for the second quarter of 2020 were $254.7 million and were $309.2 million, or 54.8%, lower than the second quarter of 2019. The following table sets forth the Company’s total revenues for the three months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

2020

 

 

 

2019

 

 

Dollars in

Thousands

 

 

Percentage of

Total Revenues

 

Dollars in

Thousands

 

 

Percentage of

Total Revenues

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

131,296

 

 

 

51.6

 

%

 

$

289,067

 

 

 

51.3

 

%

Eliminations

 

 

(62,387

)

 

 

(24.5

)

 

 

 

(150,522

)

 

 

(26.7

)

 

Net wholesale

 

 

68,909

 

 

 

27.1

 

 

 

 

138,545

 

 

 

24.6

 

 

Retail

 

 

184,737

 

 

 

72.5

 

 

 

 

423,157

 

 

 

75.0

 

 

Total net sales

 

 

253,646

 

 

 

99.6

 

 

 

 

561,702

 

 

 

99.6

 

 

Royalties and franchise fees

 

 

1,045

 

 

 

0.4

 

 

 

 

2,189

 

 

 

0.4

 

 

Total revenues

 

$

254,691

 

 

 

100.0

 

%

 

$

563,891

 

 

 

100.0

 

%

 

26


 

Retail

Retail net sales during the second quarter of 2020 were $184.7 million and were $238.5 million, or 56.3%, lower than during the second quarter of 2019. Retail net sales at our North American Party City stores totaled $147.7 million and were $240.2 million, or 61.9% lower than in the second quarter of 2019 principally due to the temporary closure of all Party City stores in response to the COVID-19 pandemic starting on March 18, 2020. All stores safely reopened as of June 22, 2020.  In addition, the decline in sales was also impacted by the sale of 65 Canadian Party City stores in October 2019, and the closure of 55 stores in conjunction with our 2019 store optimization program. These negative factors affecting sales were partially offset by the acquisition of three franchise and independent stores and the opening of one new store during the twelve months ended June 30, 2020. Global retail e-commerce sales totaled $36.7 million during the second quarter of 2020 and were $2.0 million, or 5.7% higher than during the corresponding quarter of 2019. Sales at other store formats totaled $0.3 million during the second quarter of 2020.

Same-store sales for the Party City brand (including North American retail e-commerce sales) decreased by 52.4% during the second quarter of 2020, due to the impact of the temporary closure of all Party City stores in response to the COVID-19 pandemic.

Our North American retail e-commerce sales, which include our Amazon marketplace sales, increased by 3.3% compared to the second quarter of 2019 and, when adjusting for the impact of our “buy online, pick-up in store” program which includes our curbside pickup and delivery (such sales are included in our store sales), increased by 83.2%.

Excluding the impact of e-commerce, same-store sales decreased by 68.1%.

Same-store sales percentages were not affected by foreign currency as such percentages are calculated in local currency.

Wholesale

Wholesale net sales during the second quarter of 2020 totaled $68.9 million and were $69.6 million, or 50.3%, lower than the second  quarter of 2019. Net sales to domestic party goods retailers and distributors (including our franchisee network) totaled $24.6 million and were $31.7 million, or 56.3% lower than during 2019 principally due to lower distributor demand and closed franchise and independent party goods stores as a result of the COVID-19 pandemic. Net sales of metallic balloons to domestic distributors and retailers (including our franchisee network) totaled $14.5 million during the second quarter of 2020 and were $3.9 million, or 21.2%, lower than during the corresponding quarter of 2019 principally due to the COVID-19 pandemic. Our international sales (which include U.S. export sales and exclude U.S. import sales from foreign subsidiaries) totaled $29.8 million and were $34.0 million, or 53.3%, lower than in 2019. Foreign currency translation negatively impacted sales by approximately $1.1 million.

Intercompany sales to our retail affiliates totaled $62.4 million during the second quarter of 2020 and were $88.1 million lower than during the corresponding quarter of 2019. Intercompany sales represented 47.5% of total wholesale sales during the second quarter of 2020 and were 58.6% lower than during the second quarter of 2019, principally reflecting the impact of the Party City store closures related to the COVID-19 pandemic. The intercompany sales of our wholesale segment are eliminated against the intercompany purchases of our retail segment in the consolidated financial statements.

Royalties and franchise fees

Royalties and franchise fees for the second quarter of 2020 totaled $1.0 million and were $1.2 million lower than during the second quarter of 2019 primarily due to lower sales as a result of store closures resulting from the COVID-19 pandemic.

Gross Profit

The following table sets forth the Company’s gross profit for the three months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

2020

 

 

 

2019

 

 

Dollars in

Thousands

 

 

Percentage

of Net Sales

 

 

 

Dollars in

Thousands

 

 

Percentage

of Net Sales

 

 

Retail

 

$

28,857

 

 

 

15.6

 

%

 

$

172,051

 

 

 

40.7

 

%

Wholesale

 

 

(13,118

)

 

 

(19.0

)

 

 

 

36,595

 

 

 

26.4

 

 

Total Gross Profit

 

$

15,739

 

 

 

6.2

 

%

 

$

208,646

 

 

 

37.1

 

%

 

27


 

The gross profit margin on net sales at retail during the second quarter of 2020 was 15.6% or 2,510 basis points lower than during the corresponding quarter of 2019. The decrease was mainly due to sales deleverage from the temporary closure of all the Company’s retail stores announced on March 18, 2020 in response to the COVID-19 pandemic.  In addition, the increased costs of freight and helium contributed to the margin decline. The declines in margin were partially offset by margin increases due to favorable share of shelf gains.  Our manufacturing share of shelf (i.e., the percentage of our retail product cost of sales manufactured by our wholesale segment) of  33.5% during the second quarter of 2020 was 6.4% higher as compared to the second quarter of 2019. Our wholesale share of shelf at our Party City stores and our North American retail e-commerce operations (i.e., the percentage of our retail product cost of sales supplied by our wholesale segment) was 82.3% during the quarter or 4.7% higher than during the second quarter of 2019.

The gross profit margin on net sales at wholesale during the second quarters of 2020 and 2019 was (19.0)% and 26.4%, respectively. The decrease was principally due to  the deleveraging of distribution and manufacturing costs from lower sales to closed franchise and independent party stores due to the COVID-19 pandemic as well as increased rent associated with the sale leaseback transaction.

Operating expenses

Wholesale selling expenses were $9.7 million during the second quarter of 2020 and were $7.2 million lower than during the corresponding quarter of 2019, principally due to lower payroll costs as well as lower travel, marketing, and commission expenses. Wholesale selling expenses were 14.1% and 12.2% of net wholesale sales during the second quarters of 2020 and 2019, respectively.

Retail operating expenses during the second quarter of 2020 were $65.2 million and were $30.9 million lower than the corresponding quarter of 2019. The decrease was mainly due to the COVID-19 pandemic impact on costs including employee payroll from furloughs and lower marketing and credit card fees.  In addition, Retail operating expenses were lower due to the sale of the 65 Canada Retail stores, and the closing of 55 US stores in conjunction with the store optimization program partially offset by higher costs associated with the acquisition of Livario and Webdots in November of 2019. Retail operating expenses were 35.3% and 22.7% of retail sales during the second quarters of 2020 and 2019, respectively.

Franchise expenses during the second quarter of 2020 and 2019 were $3.1 million and $3.2 million, respectively.  

General and administrative expenses during the second quarters of 2020 totaled $59.9 million and were $18.4 million, or 44.4%, higher than in the second quarter of 2019 principally due to higher professional fees, stock compensation (see Note 10 – Capital Stock, of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q), higher bad debt expense, and new executive leadership compensation partially offset by lower employee payroll from furloughs associated with the COVID-19 pandemic. General and administrative expenses as a percentage of total revenues were 23.5% and 7.4% during the second quarters of 2020 and 2019, respectively.

Art and development costs were $3.5 million and $5.7 million during the second quarters of 2020 and 2019, respectively.

Development stage expenses represent costs related to Kazzam.

During June 2019, the Company reported a $58.4 million gain from the sale and leaseback of its main distribution center in Chester, New York and its metallic balloons manufacturing facility in Eden Prairie, Minnesota. The aggregate sale price for the three properties was $128.0 million. Simultaneous with the sale, the Company entered into twenty year leases for each of the facilities.

During the three months ended March 31, 2020, the Company performed a comprehensive review of its store locations aimed at improving the overall productivity of such locations (“store optimization program”) and, after careful consideration and evaluation of the store locations, the Company made the decision to accelerate the optimization of its store portfolio with the closure of approximately 21 stores which are primarily located in close proximity to other Party City stores. An additional $1.2 million expense was recorded for the stores during the three months ended June 30, 2020. These closings should provide the Company with capital flexibility to expand into underserved markets. In addition, for the three months ended March 31, 2020 the Company estimated lease impairment for open stores where sales were affected due to the outbreak of, and local, state and federal governmental responses to, COVID-19.

28


 

Interest expense, net

Interest expense, net, totaled $25.4 million during the second quarter of 2020, compared to $30.2 million during the second quarter of 2019. The decrease in interest principally reflects lower average debt following a debt repayment in the fourth quarter of 2019.

Other expense, net

For the second quarters of 2020 and 2019, other expense, net, totaled $1.5 million and $3.3 million, respectively. The change is mostly due to termination of Punchbowl “put” and “call” options during the second quarter of 2019.

Income tax benefit

The effective income tax rate for the three months ended June 30, 2020, 15.4%, is different from the statutory rate primarily due the non-deductible portions of the goodwill impairment charges noted above, state taxes, and a rate benefit related to the carryback of a net operating loss to years when the statutory income tax rate was 35.0%.

Six Months Ended June 30, 2020  Compared To Six Months Ended June 30, 2019

The following table sets forth the Company’s operating results and operating results as a percentage of total revenues for the six months ended June 30, 2020 and 2019.

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

(Dollars in thousands)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

666,107

 

 

 

99.6

 

%

 

$

1,072,804

 

 

 

99.6

 

%

Royalties and franchise fees

 

 

2,627

 

 

 

0.4

 

 

 

 

4,203

 

 

 

0.4

 

 

Total revenues

 

 

668,734

 

 

 

100.0

 

 

 

 

1,077,007

 

 

 

100.0

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

534,664

 

 

 

80.0

 

 

 

 

692,098

 

 

 

64.3

 

 

Wholesale selling expenses

 

 

25,165

 

 

 

3.8

 

 

 

 

34,845

 

 

 

3.2

 

 

Retail operating expenses

 

 

153,402

 

 

 

22.9

 

 

 

 

191,161

 

 

 

17.7

 

 

Franchise expenses

 

 

6,430

 

 

 

1.0

 

 

 

 

6,539

 

 

 

0.6

 

 

General and administrative expenses

 

 

119,927

 

 

 

17.9

 

 

 

 

83,435

 

 

 

7.7

 

 

Art and development costs

 

 

8,838

 

 

 

1.3

 

 

 

 

11,641

 

 

 

1.1

 

 

Development stage expenses

 

 

2,932

 

 

 

0.4

 

 

 

 

5,238

 

 

 

0.5

 

 

Gain on sale/leaseback transaction

 

 

 

 

 

0.0

 

 

 

 

(58,381

)

 

 

(5.4

)

 

Store impairment and restructuring charges

 

 

18,892

 

 

 

2.8

 

 

 

 

23,243

 

 

 

2.2

 

 

Goodwill and intangibles impairment

 

 

536,648

 

 

 

80.2

 

 

 

 

 

 

 

 

 

Total expenses

 

 

1,406,898

 

 

 

210.4

 

 

 

 

989,819

 

 

 

91.9

 

 

(Loss) income from operations

 

 

(738,164

)

 

 

(110.4

)

 

 

 

87,188

 

 

 

8.1

 

 

Interest expense, net

 

 

50,532

 

 

 

7.6

 

 

 

 

59,433

 

 

 

5.5

 

 

Other expense, net

 

 

7,160

 

 

 

1.1

 

 

 

 

4,596

 

 

 

0.4

 

 

(Loss) income before income taxes

 

 

(795,856

)

 

 

(119.0

)

 

 

 

23,159

 

 

 

2.2

 

 

Income tax (benefit) expense

 

 

(124,129

)

 

 

(18.6

)

 

 

 

5,443

 

 

 

0.5

 

 

Net (loss) income

 

 

(671,727

)

 

 

(100.4

)

 

 

 

17,716

 

 

 

1.6

 

 

Less: Net loss attributable to noncontrolling interests

 

 

(199

)

 

 

 

 

 

 

(140

)

 

 

 

 

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

 

$

(671,528

)

 

 

(100.4

)

%

 

$

17,856

 

 

 

1.7

 

%

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

 

$

(7.19

)

 

 

 

 

 

 

$

0.19

 

 

 

 

 

 

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

 

$

(7.19

)

 

 

 

 

 

 

$

0.19

 

 

 

 

 

 

 

29


 

Revenues

Total revenues for the first six months of 2020 were $668.7 million and were $408.3 million, or 37.9%, lower than the first six months of 2019. The following table sets forth the Company’s total revenues for the six months ended June 30, 2020 and 2019.

 

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

Dollars in

Thousands

 

 

Percentage of

Total Revenues

 

Dollars in

Thousands

 

 

Percentage of

Total Revenues

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

346,094

 

 

 

51.8

 

%

 

$

579,368

 

 

 

53.8

 

%

Eliminations

 

 

(166,118

)

 

 

(24.8

)

 

 

 

(307,874

)

 

 

(28.6

)

 

Net wholesale

 

 

179,976

 

 

 

26.9

 

 

 

 

271,494

 

 

 

25.2

 

 

Retail

 

 

486,131

 

 

 

72.7

 

 

 

 

801,310

 

 

 

74.4

 

 

Total net sales

 

 

666,107

 

 

 

99.6

 

 

 

 

1,072,804

 

 

 

99.6

 

 

Royalties and franchise fees

 

 

2,627

 

 

 

0.4

 

 

 

 

4,203

 

 

 

0.4

 

 

Total revenues

 

$

668,734

 

 

 

100.0

 

%

 

$

1,077,007

 

 

 

100.0

 

%

 

Retail

Retail net sales during the first six months of 2020 were $486.1 million and were $315.2 million, or 39.3%, lower than during the first six months of 2019. Retail net sales at our North American Party City stores totaled $407.6 million and were $326.5 million, or 44.5% lower than in the first six months of 2019 principally due to the temporary closure of all Party City stores in response to the COVID-19 pandemic starting on March 18, 2020, the sale of 65 Canadian Party City stores in October 2019, and the closure of 55 stores in conjunction with our 2019 store optimization program. These negative factors affecting sales were partially offset by the acquisition of three franchise and independent stores and the opening of one new store during the twelve months ended June 30, 2020. Global retail e-commerce sales totaled $77.6 million during the first six months of 2020 and were $11.1 million, or 16.6% higher than the first six months of 2019. Sales at other store formats totaled $0.9 million during the first six months of 2020.

Same-store sales for the Party City brand (including North American retail e-commerce sales) decreased by 35.6% during the first six months of 2020, principally due to the impact of the temporary closure of all Party City stores in response to the COVID-19 pandemic.

Our North American retail e-commerce sales, which include our Amazon marketplace sales, decreased by 5.3% compared to the first six months of 2019 and, when adjusting for the impact of our “buy online, pick-up in store” program which includes our curbside pickup and delivery launched on March 25, 2020 (such sales are included in our store sales), increased by 42.4%.

Excluding the impact of e-commerce, same-store sales decreased by 44.4%.

Same-store sales percentages were not affected by foreign currency as such percentages are calculated in local currency.

Wholesale

Wholesale net sales during the first six months of 2020 totaled $180.0 million and were $91.5 million, or 33.7%, lower than the first six months of 2019. Net sales to domestic party goods retailers and distributors (including our franchisee network) totaled $68.3 million and were $42.4 million, or 38.3%, lower than during 2019 principally due to lower distributor demand and closed franchise and independent party goods stores as a result of the COVID-19 pandemic. Net sales of metallic balloons to domestic distributors and retailers (including our franchisee network) totaled $29.6 million during the first six months of 2020 and were $8.4 million, or 22.0%, lower than during the corresponding period of 2019 principally due to the COVID-19 pandemic. Our international sales (which include U.S. export sales and exclude U.S. import sales from foreign subsidiaries) totaled $82.1 million and were $40.8 million, or 33.2%, lower than in 2019. Foreign currency translation negatively impacted sales by approximately $2.2 million.

30


 

Intercompany sales to our retail affiliates totaled $166.1 million during the first six months of 2020 and were $141.8 million lower than during the first six months of 2019. Intercompany sales represented 48.0% of total wholesale sales during the first six months of 2020 and were 46.0% lower than during the first six months of 2019, principally reflecting the impact of the Party City store closures related to the COVID-19 pandemic. The intercompany sales of our wholesale segment are eliminated against the intercompany purchases of our retail segment in the consolidated financial statements.

Royalties and franchise fees

Royalties and franchise fees for the first six months of 2020 totaled $2.6 million and were $1.6 million lower than during the first six months of 2019 primarily due to lower sales as a result of store closures resulting from the COVID-19 pandemic.

Gross Profit

The following table sets forth the Company’s gross profit for the six months ended June 30, 2020 and 2019.

 

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

Dollars in

Thousands

 

 

Percentage

of Net Sales

 

 

 

Dollars in

Thousands

 

 

Percentage

of Net Sales

 

 

Retail

 

$

123,218

 

 

 

25.3

 

%

 

$

308,069

 

 

 

38.4

 

%

Wholesale

 

 

8,225

 

 

 

4.6

 

 

 

 

72,637

 

 

 

26.8

 

 

Total Gross Profit

 

$

131,443

 

 

 

19.7

 

%

 

$

380,706

 

 

 

35.5

 

%

 

The gross profit margin on net sales at retail during the first six months of 2020 was 25.3% or 1,310 basis points lower than during the corresponding six months of 2019. The decrease was mainly due to sales deleverage from the temporary closure of all the Company’s retail stores announced on March 18, 2020 in response to the COVID-19 pandemic.  In addition, the increased costs of freight and helium contributed to the margin decline. The declines in margin were partially offset by margin increases due to favorable share of shelf gains and lower year over year markdowns in conjunction with the Company’s “store optimization program” (see “operating expenses” below for further discussion). Our manufacturing share of shelf (i.e., the percentage of our retail product cost of sales manufactured by our wholesale segment) of 30.7% during the first six months of 2020 was 3.4% higher as compared to the first six months of 2019. Our wholesale share of shelf at our Party City stores and our North American retail e-commerce operations (i.e., the percentage of our retail product cost of sales supplied by our wholesale segment) was 81.7% during the first six months of 2020 or 3.9% higher than during the first six months of 2019.

The gross profit margin on net sales at wholesale during the first six months of 2020 and 2019 was 4.6% and 26.8%, respectively. The decrease was principally due to the deleveraging of distribution and manufacturing costs from lower sales to closed franchise and independent party stores due to the COVID-19 pandemic as well as increased rent associated with the sale leaseback transaction.

Operating expenses

Wholesale selling expenses were $25.2 million during the first six months of 2020 and were $9.6 million lower than during the corresponding six months of 2019 principally due to lower payroll costs as well as lower travel, marketing, and commission expenses. Wholesale selling expenses were 14.0% and 12.8% of net wholesale sales during the first six months of 2020 and 2019, respectively.

Retail operating expenses during the first six months of 2020 were $153.4 million and were $37.8 million lower than the corresponding six months of 2019. The decrease was mainly due to the COVID-19 pandemic impact on costs including employee payroll from furloughs and lower marketing and credit card fees.  In addition, retail operating expenses were lower due to the sale of the 65 Canada Retail stores, and the closing of 55 US stores in conjunction with the store optimization program partially offset by higher costs associated with the acquisition of Livario and Webdots in December of 2019. Retail operating expenses were 31.6% and 23.9% of retail sales during the first six months of 2020 and 2019, respectively.

Franchise expenses during the first six months of 2020 and 2019 were $6.4 million and $6.5 million, respectively.  

31


 

General and administrative expenses during the first six months of 2020 totaled $119.9 million and were $36.5 million, or 43.7%, higher than in the first six months of 2019 mainly due to higher professional fees, stock compensation (see Note 10 – Capital Stock, of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q), higher bad debt expense, and new executive leadership compensation partially offset by lower employee payroll from furloughs associated with the COVID-19 pandemic. General and administrative expenses as a percentage of total revenues were 17.9% and 7.7% during the first six months of 2020 and 2019, respectively.

Art and development costs were $8.8 million and $11.6 million during the first six months of 2020 and 2019, respectively.

Development stage expenses represent costs related to Kazzam.

During June 2019, the Company reported a $58.4 million gain from the sale and leaseback of its main distribution center in Chester, New York and its metallic balloons manufacturing facility in Eden Prairie, Minnesota. The aggregate sale price for the three properties was $128.0 million. Simultaneous with the sale, the Company entered into twenty-year leases for each of the facilities.

During the first six months of 2020 and 2019, the Company performed a comprehensive review of its store locations aimed at improving the overall productivity of such locations (“store optimization program”) and, after careful consideration and evaluation of the store locations, the Company made the decision to accelerate the optimization of its store portfolio with the closure of approximately 21 stores which are primarily located in close proximity to other Party City stores. These closings should provide the Company with capital flexibility to expand into underserved markets. In addition, the Company estimated lease impairment for open stores where sales were affected due to the outbreak of, and local, state and federal governmental responses to, COVID-19.

Goodwill and intangibles impairment charges for the six months ended June 30, 2020 were $536.6 million. The non-cash pre-tax goodwill impairment charges were the result of a sustained decline in the Company’s market capitalization and significantly reduced customer demand for its products due to COVID-19. There were no goodwill impairment charges for the six months ended June 30, 2019. See Note 4 – Goodwill and Intangibles Impairment, of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q for further discussion.

Interest expense, net

Interest expense, net, totaled $50.5 million during the first six months of 2020, compared to $59.4 million during the first six months of 2019. The decrease in interest principally reflects lower average debt following a debt repayment in the fourth quarter of 2019.

Other expense, net

For the first six months of 2020 and 2019, other expense, net, totaled $7.2 million and $4.6 million, respectively. The change is due to foreign currency losses during the first six months of 2020 partially offset by termination of Punchbowl “put” and “call” options during the first six months of 2019.

Income tax benefit

The effective income tax rate for the six months ended June 30, 2020, 15.6%, is different from the statutory rate primarily due the non-deductible portions of the goodwill impairment charges noted above, state taxes, and a rate benefit related to the carryback of a net operating loss to years when the statutory income tax rate was 35.0%.

32


 

Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per Common Share – Diluted

The Company presents adjusted EBITDA, adjusted net income and adjusted net income per common share - diluted as supplemental measures of its operating performance. The Company defines EBITDA as net income (loss) before interest expense, net, income taxes, depreciation and amortization and defines adjusted EBITDA as EBITDA, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of our core operating performance. These further adjustments are itemized below. Adjusted net income represents the Company’s net income (loss) adjusted for, among other items, intangible asset amortization, non-cash purchase accounting adjustments, amortization of deferred financing costs and original issue discounts, equity-based compensation, and impairment charges. Adjusted net income per common share – diluted represents adjusted net income divided by diluted weighted average common shares outstanding. The Company presents these measures as supplemental measures of its operating performance. You are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating the measures, you should be aware that in the future the Company may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. The Company’s presentation of adjusted EBITDA, adjusted net income and adjusted net income per common share-diluted should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. The Company presents the measures because the Company believes they assist investors in comparing the Company’s performance across reporting periods on a consistent basis by eliminating items that the Company does not believe are indicative of its core operating performance. In addition, the Company uses adjusted EBITDA: (i) as a factor in determining incentive compensation, (ii) to evaluate the effectiveness of its business strategies and (iii) because its credit facilities use adjusted EBITDA to measure compliance with certain covenants. The Company also believes that adjusted net income and adjusted net income per common share - diluted are helpful benchmarks to evaluate its operating performance.

Adjusted EBITDA, adjusted net income, and adjusted net income per common share - diluted have limitations as analytical tools. Some of these limitations are:

 

they do not reflect the Company’s cash expenditures or future requirements for capital expenditures or contractual commitments;

 

they do not reflect changes in, or cash requirements for, the Company’s working capital needs;

 

adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s indebtedness;

 

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements;

 

non-cash compensation is and will remain a key element of the Company’s overall long-term incentive compensation package, although the Company excludes it as an expense when evaluating its core operating performance for a particular period;

 

they do not reflect the impact of certain cash charges resulting from matters the Company considers not to be indicative of its ongoing operations; and

 

other companies in the Company’s industry may calculate adjusted EBITDA, adjusted net income and adjusted net income per common share differently than the Company does, limiting its usefulness as a comparative measure.

33


 

Because of these limitations, adjusted EBITDA, adjusted net income and adjusted net income per common share – diluted should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA, adjusted net income and adjusted net income per common share – diluted only on a supplemental basis. The reconciliations from net income (loss) to adjusted EBITDA and income (loss) before income taxes to adjusted net income (loss) for the periods presented are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(130,059

)

 

$

48,005

 

 

$

(671,727

)

 

$

17,716

 

Interest expense, net

 

 

25,412

 

 

 

30,176

 

 

 

50,532

 

 

 

59,433

 

Income tax (benefit) expense

 

 

(23,631

)

 

 

15,962

 

 

 

(124,129

)

 

 

5,443

 

Depreciation and amortization

 

 

22,766

 

 

 

21,884

 

 

 

40,518

 

 

 

43,225

 

EBITDA

 

 

(105,512

)

 

 

116,027

 

 

 

(704,806

)

 

 

125,817

 

Non-cash purchase accounting adjustments

 

 

 

 

 

1,756

 

 

 

 

 

 

2,757

 

Store impairment and restructuring charges (a)

 

 

1,761

 

 

 

10,628

 

 

 

29,522

 

 

 

46,266

 

Other restructuring, retention and severance (b)

 

 

5,697

 

 

 

3,933

 

 

 

8,744

 

 

 

5,321

 

Goodwill and intangibles impairment (c)

 

 

 

 

 

 

 

 

536,648

 

 

 

 

Deferred rent (d)

 

 

(1,488

)

 

 

(338

)

 

 

(2,872

)

 

 

(1,488

)

Closed store expense (e)

 

 

400

 

 

 

507

 

 

 

1,635

 

 

 

1,098

 

Foreign currency losses/(gains), net

 

 

12

 

 

 

133

 

 

 

4,267

 

 

 

(160

)

Stock option expense – time – based (f)

 

 

206

 

 

 

371

 

 

 

560

 

 

 

741

 

Stock option expense – performance – based (n)

 

 

7,847

 

 

 

 

 

 

7,847

 

 

 

 

Non-employee equity-based compensation (g)

 

 

 

 

 

129

 

 

 

1,033

 

 

 

258

 

Undistributed income (loss) in equity method

   investments

 

 

559

 

 

 

(4

)

 

 

415

 

 

 

(202

)

Corporate development expenses (h)

 

 

2,643

 

 

 

4,349

 

 

 

5,612

 

 

 

7,194

 

Restricted stock units – time-based (i)

 

 

518

 

 

 

541

 

 

 

1,139

 

 

 

933

 

Restricted stock unit expense – performance-based (m)

 

 

 

 

 

476

 

 

 

 

 

 

476

 

Non-recurring legal settlements/costs

 

 

188

 

 

 

869

 

 

 

6,509

 

 

 

1,601

 

Gain on sale/leaseback transaction (o)

 

 

 

 

 

(58,381

)

 

 

 

 

 

(58,381

)

COVID - 19 (l)

 

 

44,200

 

 

 

 

 

 

70,380

 

 

 

 

Other

 

 

216

 

 

 

44

 

 

 

2,488

 

 

 

291

 

Adjusted EBITDA

 

$

(42,753

)

 

$

81,040

 

 

$

(30,879

)

 

$

132,522

 

 

 

 

34


 

 

 

 

 

 

 

Three Months Ended June 30, 2020 EBITDA Adjustments

 

 

 

 

 

 

 

June 30, 2020

GAAP

Basis (as

reported)

 

 

Store

impairment

and

restructuring

charges (a)

 

 

Corporate

development

expenses (h)

 

 

Legal

 

 

Stock Option

Expense/Non-

Employee Equity

Compensation/

Restricted

stock units –

time-based

(f)(g)(i)(n)

 

 

Deferred

Rent (d)

 

 

Other

restructuring,

retention and

severance (b)

 

 

Closed

store

expense (e)

 

 

COVID-

19 (l)

 

 

Foreign

currency

losses

 

 

Other

 

 

June 30,

2020

Non-GAAP

basis

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

253,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

253,646

 

Royalties and franchise fees

 

 

1,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,045

 

Total revenues

 

 

254,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

254,691

 

Cost of sales

 

 

237,907

 

 

 

(597

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(134

)

 

 

(4,437

)

 

 

 

 

 

 

(28,376

)

 

 

 

 

 

 

 

 

 

 

204,363

 

Wholesale selling expenses

 

 

9,707

 

 

 

 

 

 

 

(1,104

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(509

)

 

 

 

 

 

 

 

 

 

 

8,094

 

Retail operating expenses

 

 

65,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,573

 

 

 

 

 

 

 

(342

)

 

 

(4,389

)

 

 

 

 

 

 

 

 

 

 

62,078

 

Franchise expenses

 

 

3,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(343

)

 

 

 

 

 

 

 

 

 

 

2,778

 

General and administrative

   expenses

 

 

59,931

 

 

 

 

 

 

 

(100

)

 

 

(188

)

 

 

(8,571

)

 

 

49

 

 

 

(1,260

)

 

 

(58

)

 

 

(10,583

)

 

 

 

 

 

 

 

 

 

 

39,220

 

Art and development costs

 

 

3,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,516

 

Development stage expenses

 

 

903

 

 

 

 

 

 

 

(903

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Store impairment and restructuring

   charges

 

 

1,164

 

 

 

(1,164

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

 

381,485

 

 

 

(1,761

)

 

 

(2,107

)

 

 

(188

)

 

 

(8,571

)

 

 

1,488

 

 

 

(5,697

)

 

 

(400

)

 

 

(44,200

)

 

 

 

 

 

 

 

 

320,049

 

Loss from operations

 

 

(126,794

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65,358

)

Interest expense, net

 

 

25,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,412

 

Other expense, net

 

 

1,484

 

 

 

 

 

 

 

(536

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12

)

 

 

(775

)

 

 

161

 

Loss before income taxes

 

 

(153,690

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(90,931

)

Interest expense, net

 

 

25,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,412

 

Depreciation and amortization

 

 

22,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,766

 

EBITDA

 

 

(105,512

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(42,753

)

Adjustments to EBITDA

 

 

62,759

 

 

 

(1,761

)

 

 

(2,643

)

 

 

(188

)

 

 

(8,571

)

 

 

1,488

 

 

 

(5,697

)

 

 

(400

)

 

 

(44,200

)

 

 

(12

)

 

 

(775

)

 

 

 

Adjusted EBITDA

 

$

(42,753

)

 

$

(1,761

)

 

$

(2,643

)

 

$

(188

)

 

$

(8,571

)

 

$

1,488

 

 

$

(5,697

)

 

$

(400

)

 

$

(44,200

)

 

$

(12

)

 

$

(775

)

 

$

(42,753

)

35


 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019 EBITDA Adjustments

 

 

 

 

 

 

 

June 30, 2019

GAAP

Basis (as

reported)

 

 

Store

impairment

and

restructuring

charges (a)

 

 

Gain on sale/leaseback transaction

(o)

 

 

Corporate

development

expenses (h)

 

 

Legal

 

 

Stock Option

Expense/Non-

Employee Equity

Compensation/

Restricted

stock units –

time-based

(f)(g)(i)(m)

 

 

Deferred

Rent (d)

 

 

Other

restructuring,

retention and

severance (b)

 

 

Closed

store

expense (e)

 

 

Non-Cash

Purchase

Accounting

Adjustments

 

 

Foreign

currency

gains

 

 

Other

 

 

June 30,

2019

Non-GAAP

basis

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

561,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

561,702

 

Royalties and franchise fees

 

 

2,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,189

 

Total revenues

 

 

563,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

563,891

 

Cost of sales

 

 

353,056

 

 

 

(5,394

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

348,000

 

Wholesale selling expenses

 

 

16,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,884

 

Retail operating expenses

 

 

96,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(393

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,750

 

Franchise expenses

 

 

3,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,236

 

General and administrative expenses

 

 

41,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(869

)

 

 

(1,517

)

 

 

 

 

 

 

(3,933

)

 

 

(114

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,077

 

Art and development costs

 

 

5,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,712

 

Development stage expenses

 

 

3,012

 

 

 

 

 

 

 

 

 

 

 

(3,012

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale/leaseback transaction

 

 

(58,381

)

 

 

 

 

 

 

58,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Store impairment and restructuring charges

 

 

5,234

 

 

 

(5,234

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

 

466,406

 

 

 

(10,628

)

 

 

58,381

 

 

 

(3,012

)

 

 

(869

)

 

 

(1,517

)

 

 

338

 

 

 

(3,933

)

 

 

(507

)

 

 

 

 

 

 

 

 

 

 

 

504,659

 

Income from operations

 

 

97,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,232

 

Interest expense, net

 

 

30,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,176

 

Other expense, net

 

 

3,342

 

 

 

 

 

 

 

 

 

 

 

(1,337

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,756

)

 

 

(133

)

 

 

(40

)

 

 

76

 

Income before income taxes

 

 

63,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,980

 

Interest expense, net

 

 

30,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,176

 

Depreciation and amortization

 

 

21,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,884

 

EBITDA

 

 

116,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81,040

 

Adjustments to EBITDA

 

 

(34,987

)

 

 

(10,628

)

 

 

58,381

 

 

 

(4,349

)

 

 

(869

)

 

 

(1,517

)

 

 

338

 

 

 

(3,933

)

 

 

(507

)

 

 

(1,756

)

 

 

(133

)

 

 

(40

)

 

 

 

Adjusted EBITDA

 

$

81,040

 

 

$

(10,628

)

 

$

58,381

 

 

$

(4,349

)

 

$

(869

)

 

$

(1,517

)

 

$

338

 

 

$

(3,933

)

 

$

(507

)

 

$

(1,756

)

 

$

(133

)

 

$

(40

)

 

$

81,040

 

 

36


 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020 EBITDA Adjustments

 

 

 

 

 

 

 

June 30, 2020

GAAP

Basis (as

reported)

 

 

Goodwill

and

intangibles

impairment

(c)

 

 

Store

impairment

and

restructuring

charges (a)

 

 

Corporate

development

expenses (h)

 

 

Legal

 

 

Stock Option

Expense/Non-

Employee Equity

Compensation/

Restricted

stock units

(f)(g)(i)(n)

 

 

Deferred

Rent (d)

 

 

Other

restructuring,

retention and

severance (b)

 

 

Closed

store

expense (e)

 

 

COVID-

19 (l)

 

 

Foreign

currency

losses

 

 

Other

 

 

June 30,

2020

Non-GAAP

basis

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

666,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

666,107

 

Royalties and franchise fees

 

 

2,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,627

 

Total revenues

 

 

668,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

668,734

 

Cost of sales

 

 

534,664

 

 

 

 

 

 

 

(10,630

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(134

)

 

 

(4,437

)

 

 

 

 

 

 

(41,180

)

 

 

 

 

 

 

(429

)

 

 

477,854

 

Wholesale selling expenses

 

 

25,165

 

 

 

 

 

 

 

 

 

 

 

(1,840

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(623

)

 

 

 

 

 

 

 

 

 

 

22,702

 

Retail operating expenses

 

 

153,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,909

 

 

 

 

 

 

 

(1,508

)

 

 

(14,567

)

 

 

 

 

 

 

 

 

 

 

140,236

 

Franchise expenses

 

 

6,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(672

)

 

 

 

 

 

 

 

 

 

 

5,758

 

General and administrative expenses

 

 

119,927

 

 

 

 

 

 

 

 

 

 

 

(200

)

 

 

(6,509

)

 

 

(9,546

)

 

 

97

 

 

 

(4,307

)

 

 

(127

)

 

 

(13,338

)

 

 

 

 

 

 

 

 

 

 

85,997

 

Art and development costs

 

 

8,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,838

 

Development stage expenses

 

 

2,932

 

 

 

 

 

 

 

 

 

 

 

(2,932

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Store impairment and restructuring charges

 

 

18,892

 

 

 

 

 

 

 

(18,892

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill and intangibles impairment

 

 

536,648

 

 

 

(536,648

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

 

1,406,898

 

 

 

(536,648

)

 

 

(29,522

)

 

 

(4,972

)

 

 

(6,509

)

 

 

(9,546

)

 

 

2,872

 

 

 

(8,744

)

 

 

(1,635

)

 

 

(70,380

)

 

 

 

 

 

(429

)

 

 

741,385

 

Loss from operations

 

 

(738,164

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(72,651

)

Interest expense, net

 

 

50,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50,532

 

Other expense, net

 

 

7,160

 

 

 

 

 

 

 

 

 

 

 

(640

)

 

 

 

 

 

 

(1,033

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,267

)

 

 

(2,474

)

 

 

(1,254

)

Loss before income taxes

 

 

(795,856

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(121,929

)

Interest expense, net

 

 

50,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50,532

 

Depreciation and amortization

 

 

40,518

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,518

 

EBITDA

 

 

(704,806

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,879

)

Adjustments to EBITDA

 

 

673,927

 

 

 

(536,648

)

 

 

(29,522

)

 

 

(5,612

)

 

 

(6,509

)

 

 

(10,579

)

 

 

2,872

 

 

 

(8,744

)

 

 

(1,635

)

 

 

(70,380

)

 

 

(4,267

)

 

 

(2,903

)

 

 

 

Adjusted EBITDA

 

$

(30,879

)

 

$

(536,648

)

 

$

(29,522

)

 

$

(5,612

)

 

$

(6,509

)

 

$

(10,579

)

 

$

2,872

 

 

$

(8,744

)

 

$

(1,635

)

 

$

(70,380

)

 

$

(4,267

)

 

$

(2,903

)

 

$

(30,879

)

 

37


 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019 EBITDA Adjustments

 

 

 

 

 

 

 

June 30, 2019

GAAP

Basis (as

reported)

 

 

Store

impairment

and

restructuring

charges (a)

 

 

Gain on sale/leaseback transaction

(o)

 

 

Corporate

development

expenses (h)

 

 

Legal

 

 

Stock Option

Expense/Non-

Employee Equity

Compensation/

Restricted

stock units

(f)(g)(i)(m)

 

 

Deferred

Rent (d)

 

 

Other

restructuring,

retention and

severance (b)

 

 

Closed

store

expense (e)

 

 

Non-Cash

Purchase

Accounting

Adjustments

 

 

Foreign

currency

gains

 

 

Other

 

 

June 30,

2019

Non-GAAP

basis

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,072,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,072,804

 

Royalties and franchise fees

 

 

4,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,203

 

Total revenues

 

 

1,077,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,077,007

 

Cost of sales

 

 

692,098

 

 

 

(23,023

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,488

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

670,563

 

Wholesale selling expenses

 

 

34,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34,845

 

Retail operating expenses

 

 

191,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(31

)

 

 

(872

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

190,258

 

Franchise expenses

 

 

6,539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,539

 

General and administrative expenses

 

 

83,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,601

)

 

 

(2,408

)

 

 

 

 

 

 

(5,290

)

 

 

(226

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

73,910

 

Art and development costs

 

 

11,641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,641

 

Development stage expenses

 

 

5,238

 

 

 

 

 

 

 

 

 

 

 

(5,238

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale/leaseback transaction

 

 

(58,381

)

 

 

 

 

 

 

58,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Store impairment and restructuring charges

 

 

23,243

 

 

 

(23,243

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

 

989,819

 

 

 

(46,266

)

 

 

58,381

 

 

 

(5,238

)

 

 

(1,601

)

 

 

(2,408

)

 

 

1,488

 

 

 

(5,321

)

 

 

(1,098

)

 

 

 

 

 

 

 

 

 

 

 

987,756

 

Income from operations

 

 

87,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

89,251

 

Interest expense, net

 

 

59,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,433

 

Other expense, net

 

 

4,596

 

 

 

 

 

 

 

 

 

 

 

(1,956

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,757

)

 

 

160

 

 

 

(89

)

 

 

(46

)

Income before income taxes

 

 

23,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,864

 

Interest expense, net

 

 

59,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,433

 

Depreciation and amortization

 

 

43,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43,225

 

EBITDA

 

 

125,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

132,522

 

Adjustments to EBITDA

 

 

6,705

 

 

 

(46,266

)

 

 

58,381

 

 

 

(7,194

)

 

 

(1,601

)

 

 

(2,408

)

 

 

1,488

 

 

 

(5,321

)

 

 

(1,098

)

 

 

(2,757

)

 

 

160

 

 

 

(89

)

 

 

 

Adjusted EBITDA

 

$

132,522

 

 

$

(46,266

)

 

$

58,381

 

 

$

(7,194

)

 

$

(1,601

)

 

$

(2,408

)

 

$

1,488

 

 

$

(5,321

)

 

$

(1,098

)

 

$

(2,757

)

 

$

160

 

 

$

(89

)

 

$

132,522

 

 

 

 

38


 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

(Dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

$

(153,690

)

 

$

63,967

 

 

$

(795,856

)

 

$

23,159

 

Intangible asset amortization

 

 

2,679

 

 

 

3,546

 

 

 

5,545

 

 

 

6,975

 

Non-cash purchase accounting adjustments

 

 

 

 

 

2,459

 

 

 

 

 

 

3,776

 

Amortization of deferred financing costs and original

   issuance discounts (j)

 

 

1,199

 

 

 

1,146

 

 

 

2,401

 

 

 

2,289

 

Store impairment and restructuring charges (a)

 

 

181

 

 

 

10,628

 

 

 

28,154

 

 

 

46,266

 

Other restructuring charges (b)

 

 

6,595

 

 

 

3,085

 

 

 

7,517

 

 

 

3,085

 

Goodwill and intangibles impairment (c)

 

 

 

 

 

 

 

 

536,648

 

 

 

 

Non-employee equity-based compensation (g)

 

 

 

 

 

129

 

 

 

1,033

 

 

 

258

 

Refinancing charges (j)

 

 

 

 

 

36

 

 

 

 

 

 

36

 

Non-recurring legal settlements/costs

 

 

100

 

 

 

 

 

 

6,421

 

 

 

 

Stock option expense – time – based (f)

 

 

561

 

 

 

371

 

 

 

561

 

 

 

741

 

Stock option expense – performance – based (n)

 

 

7,493

 

 

 

 

 

 

7,847

 

 

 

 

Gain on sale/leaseback transaction (o)

 

 

 

 

 

(58,381

)

 

 

 

 

 

(58,381

)

Restricted stock unit expense – performance-based (m)

 

 

 

 

 

476

 

 

 

 

 

 

476

 

COVID - 19 (l)

 

 

44,200

 

 

 

 

 

 

70,380

 

 

 

 

Adjusted (loss) income before income taxes

 

 

(90,682

)

 

 

27,462

 

 

 

(129,349

)

 

 

28,680

 

Adjusted income tax (benefit) expense (k)

 

 

(29,366

)

 

 

7,227

 

 

 

(41,650

)

 

 

7,342

 

Adjusted net (loss) income

 

$

(61,316

)

 

$

20,235

 

 

$

(87,699

)

 

$

21,338

 

Adjusted net (loss) income per common share – diluted

 

$

(0.66

)

 

$

0.22

 

 

$

(0.94

)

 

$

0.23

 

Weighted-average number of common shares-diluted

 

 

93,419,078

 

 

 

93,703,546

 

 

 

93,407,344

 

 

 

93,791,763

 

 

(a)

During the three and six months ended June 30, 2019, the Company initiated a store optimization program under which it identified 55 stores for closure, out of which 35 stores were closed in 2019 and 20 stores were closed in January 2020. In addition, 21 stores were identified in 2020 for closure at a future date. In conjunction with the program, during the first six months of 2020, the Company recorded the following charges: inventory reserves: $11,696, operating lease asset impairment: $8,343, plant and equipment impairment: $2,065 and labor and other costs related to closing the stores: $2,434. In addition the Company recorded $6,051 of operating lease asset impairment related to its active stores, driven partially by stores that were closed due to COVID-19. During the first six months of 2019, the Company recorded the following charges related to the store optimization program: inventory reserves: $21,285, operating lease asset impairment: $14,149, property, plant and equipment impairment: $4,680 and severance: $661. See Note 3 – Store Impairment and Restructuring Charges in Item 1 for further discussion. Additionally, during the process of liquidating the inventory in such stores, the Company lost margin of $1,577.

(b)

Amounts expensed during the first six months of 2020 principally relate to severance due to organizational changes. Amounts expensed during 2019 principally relate to executive severance and the write-off of inventory for a section of the Company’s Party City stores that is being restructured.

(c)

As a result of a sustained decline in market capitalization, the Company recognized a non-cash pre-tax goodwill and intangibles impairment charge for six months ended June 30, 2020 of $536.6.

(d)

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. During the first quarter of 2019, the Company adopted ASC 842. Under the standard, the difference between accounting for rent and landlord incentives in accordance with GAAP and the Company’s actual cash outlay for such items is now incorporated in the Company’s operating lease asset.

(e)

Charges incurred related to closing and relocating stores in the ordinary course of business.

(f)

Represents non-cash charges related to stock options – time-based and performance-based.

(g)

The acquisition of Ampology’s interest in Kazzam, LLC in an equity transaction. See Note 19 – Kazzam, LLC in Item 1 for further discussion.

(h)

Primarily represents costs for Kazzam (see Note 19 – Kazzam, LLC in Item 1 for further discussion) and third-party costs related to acquisitions (principally legal and diligence expenses).

(i)

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

(j)

During February 2018, the Company amended the Term Loan Credit Agreement. In conjunction with the amendment, the Company wrote-off capitalized deferred financing costs, original issue discounts and call premiums. The amounts are included in “Amortization of deferred financing costs and original issuance discounts” in the adjusted net income table above.

39


 

(k)

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.

(l)

Represents COVID-19 expenses for employees on temporary furlough for whom the Company provides health benefits; non-payroll expenses including advertising, occupancy and other store expenses.

(m)

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

(n)

Represents non-cash charges related to stock options that vest based on performance conditions. For the three and six months ended June 30, 2020, this includes a one-time compensation expense of $7,847 that resulted from THL not achieving specified investment returns. See Note 10 - Capital Stock.

(o)

During June 2019, the Company reported a $58,381 gain from the sale and leaseback of its main distribution center in Chester, New York and its metallic balloons manufacturing facility in Eden Prairie, Minnesota. The aggregate sale price for the three properties was $128,000. Simultaneous with the sale, the Company entered into twenty-year leases for each of the facilities.

Liquidity

As of June 30, 2020, the Company’s indebtedness principally consisted of: (i) a senior secured term loan facility (“Term Loan Credit Agreement”), (ii) $350 million of 6.125% Senior Notes (the “2023 Notes”) and (iii) $500 million of 6.625% Senior Notes (the “2026 Notes” and, together with the 2023 Notes, the “Existing Notes”). Additionally, the Company had a $640 million asset-based revolving credit facility (“ABL Facility”) that it draws down on as necessary (see the consolidated statement of cash flows in Item 1).

During the temporary store closures as a result of COVID-19, quarantines, stay-at-home orders and related measures had significantly reduced consumer spending as well as customer demand for our products. The Company reduced cash outflow through reduction of employee and non-employee expenses, cancellation of orders and negotiated receipt delays to manage inventory levels.

We expect that cash generated from operating activities and availability under our credit agreements will be our principal sources of liquidity. Based on our current level of operations, we believe that these sources will be adequate to meet our liquidity needs for at least the next twelve months. We cannot provide assurance, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the ABL Facility and the Term Loan Credit Agreement in amounts sufficient to enable us to repay our indebtedness or to fund our other liquidity needs.

As disclosed in Note 20 – Subsequent Events, of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q, on July 30, 2020, (i) the Company exchanged $327,076,000.00 of the 2023 Notes and $392,746,000.00 of the 2026 Notes (the “2026 Notes”) issued by PCHI, in each case tendered in the Company’s offers to exchange pursuant to the terms described in a confidential offering memorandum, for (A) $156,669,177.00 of Senior Secured First Lien Floating Rate Notes due 2025 (the “First Lien Party City Notes”) issued by PCHI; (B) $84,686,977.00 of 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 (the “Second Lien Anagram Notes”) issued by Anagram Holdings, LLC, a Delaware limited liability company and wholly owned direct subsidiary of PCHI (the “Anagram Holdings”), and Anagram International, Inc., a Minnesota corporation and wholly owned direct subsidiary of Anagram Holdings (together with Anagram Holdings, the “Anagram Issuers”); and (C) 15,942,551 shares of the Company’s common stock, $0.01 par value per share; and (ii) the Anagram Issuers issued $110,000,000.00 in the aggregate of 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 (the “First Lien Anagram Notes”) and PCHI issued an additional $5,000,000 of First Lien Party City Notes in connection with a rights offering and a private placement, as applicable. In addition, in connection with these refinancing transactions, PCHI reduced the ABL revolving commitments and prepaid the outstanding ABL revolving loans, in each case, in an aggregate principal amount equal to $44,000,000.00, in accordance with the ABL Facility credit agreement.

Cash Flow

Net cash used in operating activities totaled $48.8 million and $105.9 million during the six months ended June 30, 2020 and 2019, respectively. The variance principally reflects decrease in accounts receivable due to decreased sales as well as reduced payments from lower inventory levels partially offset by increase in prepaid expenses and other current assets. Changes in operating assets and liabilities during the first six months of 2020 resulted in cash provided of $25.0 million and during the first six months of 2019 resulted in the cash used of $100.3 million.

Net cash used in investing activities totaled $18.3 million during the six months ended June 30, 2020, as compared to $82.2 million provided by investing activities during the six months ended June 30, 2019. Capital expenditures during the six months ended June 30, 2020 and 2019 were $18.3 million and $31.1 million, respectively. Retail capital expenditures totaled $10.0 million during 2020. Wholesale capital expenditures during 2020 totaled $8.4 million.

40


 

Net cash provided by financing activities was $190.0 million during the six months ended June 30, 2020  and $9.5 million during the six months ended June 30, 2019. The variance was principally due to a $269.9 million draw down under the ABL Facility, $119.6 million of which were invested in US Treasury funds at June 30, 2020.

As of June 30, 2020, the Company had approximately $136.1 million of availability under the ABL Facility.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of certain accounting policies, many of which require estimates and assumptions about future events and their impact on amounts reported in the financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the consolidated financial statements included herein.

We believe our application of accounting policies, and the estimates inherently required by these policies, are reasonable. These accounting policies and estimates are constantly re-evaluated and adjustments are made when facts and circumstances dictate a change. Historically, we have found the application of accounting policies to be reasonable, and actual results generally do not differ materially from those determined using necessary estimates.

Long-Lived and Intangible Assets (including Goodwill)

We review the recoverability of our long-lived assets, including finite-lived intangible assets, whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. For purposes of recognizing and measuring impairment, we evaluate long-lived assets/asset groups, other than goodwill, based upon the lowest level of independent cash flows ascertainable to evaluate impairment. If an impairment indicator exists, we compare the undiscounted future cash flows of the asset/asset group to the carrying value of the asset/asset group. If the sum of the undiscounted future cash flows is less than the carrying value of the asset/asset group, we would calculate discounted future cash flows based on market participant assumptions. If the sum of discounted cash flows is less than the carrying value of the asset/asset group, we would recognize an impairment loss. The impairment related to long-lived assets is measured as the amount by which the carrying amount of the asset(s) exceeds the fair value of the asset(s). When fair values are not readily available, we estimate fair values using discounted expected future cash flows. Such estimates of fair value require significant judgment, and actual fair value could differ due to changes in the expectations of cash flows or other assumptions, including discount rates.

In the evaluation of the fair value and future benefits of finite long-lived assets attached to retail stores, we perform our cash flow analysis generally on a store-by-store basis. Various factors including future sales growth and profit margins are included in this analysis. To the extent these future projections or strategies change, the conclusion regarding impairment may differ from the current estimates.

Goodwill is reviewed for potential impairment on an annual basis or more frequently if circumstances indicate a possible impairment. For purposes of testing goodwill for impairment, reporting units are determined by identifying individual operating segments within our organization which constitute a business for which discrete financial information is available and is reviewed by management. Components within a segment are aggregated to the extent that they have similar economic characteristics. Based on this evaluation, we have determined that our operating segments, wholesale and retail, represent our reporting units for the purposes of our goodwill impairment test.

If it is concluded that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we estimate the fair value of the reporting unit using a combination of a market approach and an income approach. If such carrying value exceeds the fair value, an impairment loss will be recognized in an amount equal to such excess. The fair value of a reporting unit refers to the amount at which the unit as a whole could be sold in a current transaction between willing parties. The determination of such fair value is subjective, and actual fair value could differ due to changes in the expectations of cash flows or other assumptions, including discount rates.

During the first quarter of 2020, the Company identified impairment indicators associated with its market capitalization and significantly reduced customer demand for its products due to COVID-19. As a result, the Company performed interim impairment tests on the goodwill at its retail and wholesale reporting units. As a result, the Company recorded a $536.6 million goodwill impairment charge. See Note 4 – Goodwill and Intangibles Impairment, of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q for further discussion. Should actual results differ from certain key assumptions used in the interim impairment test, including revenue and EBITDA growth, which are both impacted by economic conditions, or should other key assumptions change, including discount rates and market multiples, in subsequent periods the Company could record additional impairment charges for the goodwill of such reporting units.

41


 

Contractual Obligations

Other than as described above under “Liquidity”, there were no material changes to our future minimum contractual obligations as of December 31, 2019 as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

Off Balance Sheet Arrangements

We had no off-balance sheet arrangements during the three months ended June 30, 2020 and the year ended December 31, 2019.

Seasonality

Wholesale Operations

Despite a concentration of holidays in the fourth quarter of the year, as a result of our expansive product lines, customer base and increased promotional activities, the impact of seasonality on the quarterly results of our wholesale operations has been limited. However, due to Halloween, the inventory balances of our wholesale operations are slightly higher during the third quarter than during the remainder of the year. Additionally, Halloween products sold to retailers and other distributors result in slightly higher accounts receivable balances during the quarter.

Retail Operations

Our retail operations are subject to significant seasonal variations. Historically, this segment has realized a significant portion of its revenues, cash flow and net income in the fourth quarter of the year, principally due to our Halloween sales in October and, to a lesser extent, year-end holiday sales.

Cautionary Note Regarding Forward-Looking Statements

From time to time, including in this filing and, in particular, the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we make “forward-looking statements” within the meaning of federal and state securities laws. Disclosures that use words such as the company “believes,” “anticipates,” “expects,” “estimates,” “intends,” “will,” “may” or “plans” and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect our current expectations and are based upon data available to us at the time the statements were made. An example of a forward-looking statement is our belief that our cash generated from operating activities and availability under our credit facilities will be adequate to meet our liquidity needs for at least the next 12 months. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. These risks, as well as other risks and uncertainties, are detailed in the section titled “Risk Factors” included in our Annual Report on Form 10-K filed with the SEC on March 12, 2020 and in the “Risk Factors” section of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements are qualified by these cautionary statements and are made only as of the date of this filing. Any such forward-looking statements, whether made in this filing or elsewhere, should be considered in context with the various disclosures made by us about our business. The following risks related to our business, among others, could cause actual results to differ materially from those described in the forward-looking statements:

 

potential risks and uncertainties relating to the ultimate geographic spread of COVID-19;

 

economic slowdown affecting consumer spending and general economic conditions, including as a result of the COVID-19 pandemic;

 

the severity of the COVID-19 pandemic;

 

the duration of the COVID-19 pandemic;

 

actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact;

 

the potential negative impacts of COVID-19 on the global economy and foreign sourcing;

 

the impacts of COVID-19 on the Company’s financial condition and business operation;

 

our ability to compete effectively in a competitive industry;

42


 

 

fluctuations in commodity prices;

 

helium shortages;

 

our ability to appropriately respond to changing merchandise trends and consumer preferences;

 

successful implementation of our business strategy;

 

decreases in our Halloween sales;

 

unexpected or unfavorable consumer responses to our promotional or merchandising programs;

 

failure to comply with existing or future laws relating to our marketing programs, e-commerce initiatives and the use of consumer information;

 

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;

 

failure by suppliers or third-party manufacturers to follow acceptable labor practices or to comply with other applicable laws and guidelines;

 

changes in regulations or enforcement, or our failure to comply with existing or future regulations;

 

our international operations subjecting us to additional risks;

 

potential litigation and claims;

 

risks related to international trade disputes and the U.S. government’s trade policy;

 

lack of available additional capital;

 

our inability to retain or hire key personnel;

 

risks associated with leasing substantial amounts of space;

 

risks arising from the results of the public referendum held in United Kingdom and its membership in the European Union;

 

failure of existing franchisees to conduct their business in accordance with agreed upon standards;

 

adequacy of our information systems, order fulfillment and distribution facilities;

 

our ability to adequately maintain the security of our electronic and other confidential information;

 

our inability to successfully identify and integrate acquisitions;

 

adequacy of our intellectual property rights;

 

potential negative effect of certain aspects of recent U.S. federal income tax reform;

 

risks related to our substantial indebtedness;

 

risks associated with interest rate changes;

43


 

 

straining of resources and ability to attract and retain qualified board members due to maintaining and improving our financial controls;

 

decline of our common stock market price due to the large number of outstanding shares of our common stock eligible for sale; and

 

the other factors set forth under “Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on March 12, 2020, and in the “Risk Factors” section of this Quarterly Report on Form 10-Q.

Except as required by law, we undertake no obligation to update publicly any forward-looking statements after the date of this filing to conform these statements to actual results or to changes in our expectations.

You should read this filing with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risks since December 31, 2019 as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

Item 4. Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Act”)) as of June 30, 2020. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is: (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the three and six months ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

44


 

PART II-OTHER INFORMATION

Information in response to this Item is incorporated herein by reference from Note 12 – Commitments and Contingencies, to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

"Item 1A, Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities Exchange Commission on March 12, 2020, includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K. The effects of the events and circumstances described in the following risk factor may have the additional effect of heightening many of the risks noted in our Annual Report on Form 10-K. Otherwise, except as presented below, there have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 1, 2020, as filed with the Securities Exchange Commission on March 27, 2020.

Our business, operations, financial condition and liquidity have been and may continue to be materially and adversely affected by the outbreak of COVID-19, a novel coronavirus.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of the virus. The global spread of COVID-19 and the measures to contain it have negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial markets. In response to COVID-19, to safeguard the health and safety of its team members and customers, the Company temporarily closed all of its corporate retail stores as of March 18, 2020. Although the Company’s e-commerce site, www.partycity.com, remains fully operational and the number of stores offering curbside pickup continues to expand, quarantines, stay-at-home orders and related measures have significantly reduced consumer spending as well as customer demand for our products. In addition, these restrictions and other dislocations caused by the outbreak have disrupted our planning, branding and administrative functions, as well as that of our suppliers, transporters and customers, which will make it more difficult for our business to recover even after we are able to reopen. As a result, our business, operations, financial condition and liquidity have been and may continue to be materially and adversely affected. Further, the disruption to the global economy and to our business, along with the decline in our stock price, may negatively impact the carrying value of certain assets, including inventories, accounts receivables, intangibles, and goodwill. The full extent to which COVID-19 and the measures to contain it will impact our business, operations financial condition and liquidity will depend on the severity and duration of the COVID-19 outbreak and other future developments related to the response to the virus all of which are highly uncertain. As a result, we cannot predict the ultimate impact of COVID-19 on the Company and its operational and financial performance.

Our unrestricted subsidiaries under the Term Loan Credit Agreement, the ABL Facility credit agreement and the indenture governing the First Lien Party City Notes are not subject to any of the covenants under such agreements and do not guarantee the Term Loan Credit Agreement, the ABL Facility and the First Lien Party City Notes, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay certain of our debt, including the Term Loan Credit Agreement, the ABL Facility and the First Lien Party City Notes.

Our unrestricted subsidiaries under the Term Loan Credit Agreement, the ABL Facility credit agreement and the indenture governing the First Lien Party City Notes are not subject to the covenants under such agreements and do not guarantee or pledge assets to secure the Term Loan Credit Agreement, the ABL Facility and the First Lien Party City Notes or any future indebtedness not incurred by such unrestricted subsidiaries. As of the date of this report on Form 10-Q, the Anagram Issuers and their subsidiaries were unrestricted subsidiaries. Subject to compliance with the covenants contained in the Term Loan Credit Agreement, the ABL Facility credit agreement and the indenture governing the First Lien Party City Notes, we will be permitted to designate further subsidiaries as unrestricted subsidiaries. The creditors of the Anagram Issuers and their subsidiaries, including under the First Lien Anagram Notes and the Second Lien Anagram Notes will generally be entitled to payment of their claims from the assets of the Anagram Issuers and their subsidiaries before those assets would be available for distribution to us. In addition, the indentures governing the First Lien Anagram Notes and the Second Lien Anagram Notes limit the Anagram Issuers and their subsidiaries’ ability to make loans or other payments to fund payments in respect of the Term Loan Credit Agreement, the ABL Facility and the First Lien Party City Notes and the indenture governing the First Lien Anagram Notes requires the maintenance of certain minimum liquidity. As a result, the cash flow or assets of the Anagram Issuers and their subsidiaries may not be available to pay any of our debt other than debt incurred by the Anagram Issuers and their subsidiaries.

45


 

Item 6. Exhibits

 

Exhibit

Number

   

Description

 

 

 

3.1

 

Certificate of Correction to Party City Holdco Inc.’s Second Amended and Restated Certificate of Incorporation filed on June 6, 2019, dated December 17, 2019 and corrected Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Party City Holdco Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019)

 

 

 

3.2

 

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Party City Holdco Inc.’s Form 8-K dated June 7, 2019)

 

 

 

4.1

 

Indenture, dated as of July 30, 2020, among Party City Holdings Inc., as issuer, the guarantors party thereto and Ankura Trust Company, LLC, as trustee and collateral trustee, relating to Senior Secured First Lien Floating Rate Notes due 2025 (incorporated by reference to Exhibit 4.1 to Party City Holdco Inc.’s Form 8-K dated August 3, 2020)

 

 

 

4.2

 

Form of Senior Secured First Lien Floating Rate Notes due 2025 (included in Exhibit 4.1 hereto)

 

 

 

4.3

 

Indenture, dated as of July 30, 2020, among Anagram Holdings LLC, as issuer, Anagram International, Inc., as co-issuer, the guarantors party thereto and Ankura Trust Company, LLC, as trustee and collateral trustee, relating to 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 (incorporated by reference to Exhibit 4.3 to Party City Holdco Inc.’s Form 8-K dated August 3, 2020)

 

 

 

4.4

 

Form of 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 (included in Exhibit 4.3 hereto)

 

 

 

4.5

 

Indenture, dated as of July 30, 2020, among Anagram Holdings LLC, as issuer, Anagram International, Inc., as co-issuer, the guarantors party thereto and Ankura Trust Company, LLC, as trustee and collateral trustee, relating to 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 (incorporated by reference to Exhibit 4.5 to Party City Holdco Inc.’s Form 8-K dated August 3, 2020

 

 

 

4.6

 

Form of 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 (included in Exhibit 4.5 hereto)

 

 

 

4.7

 

Third Supplemental Indenture, dated as of July 30, 2020, among Party City Holdings Inc., the guarantors party thereto and Wilmington Trust National Association, as trustee, relating to 6.125% Senior Notes due 2023 (incorporated by reference to Exhibit 4.7 to Party City Holdco Inc.’s Form 8-K dated August 3, 2020)

 

 

 

4.8

 

Second Supplemental Indenture, dated as of July 30, 2020, among Party City Holdings Inc., the guarantors party thereto and Wilmington Trust National Association, as trustee, relating to 6.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.8 to Party City Holdco Inc.’s Form 8-K dated August 3, 2020)

 

 

 

10.1

 

Registration Rights Agreement, dated as of July 30, 2020, among Party City Holdco Inc. and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to Party City Holdco Inc.’s Form 8-K dated August 3, 2020)

 

 

 

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, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

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, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2*

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS*

 

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104*

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

Management contract of compensatory plan or arrangement

*

Filed herewith.

46


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

PARTY CITY HOLDCO INC.

 

 

 

 

 

By:

 

/s/ Todd Vogensen

 

 

 

Todd Vogensen

 

 

 

Chief Financial Officer

(Principal Financial Officer)

 

Date: August 7, 2020

 

47

prty-ex311_9.htm

 

Exhibit 31.1

Section 302 Certification

I, Brad Weston, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Party City Holdco Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 7, 2020

 

/s/ Brad Weston

Brad Weston

 

(Principal Executive Officer)

 

 

prty-ex312_11.htm

 

Exhibit 31.2

Section 302 Certification

I, Todd Vogensen, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Party City Holdco Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 7, 2020

 

/s/ Todd Vogensen

Todd Vogensen

Chief Financial Officer

(Principal Financial Officer)

 

 

prty-ex321_14.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Party City Holdco Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Brad Weston, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Brad Weston

Brad Weston

Chief Executive Officer

(Principal Executive Officer)

 

Date: August 7, 2020

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Party City Holdco Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

 

prty-ex322_12.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Party City Holdco Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Todd Vogensen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Todd Vogensen

Todd Vogensen

Chief Financial Officer

(Principal Financial Officer)

 

Date: August 7, 2020

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Party City Holdco Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

v3.20.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2020
Jul. 29, 2020
Cover [Abstract]    
Entity Registrant Name Party City Holdco Inc.  
Document Type 10-Q  
Trading Symbol PRTY  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   94,602,386
Amendment Flag false  
Entity Central Index Key 0001592058  
Entity Filer Category Accelerated Filer  
Document Period End Date Jun. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Security Exchange Name NYSE  
Entity File Number 001-37344  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 46-0539758  
Entity Address, Address Line One 80 Grasslands Road  
Entity Address, City or Town Elmsford  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10523  
City Area Code 914  
Local Phone Number 345-2020  
Document Quarterly Report true  
Document Transition Report false  
Title of 12(b) Security Common Stock  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 154,133 $ 34,917
Accounts receivable, net 85,081 149,109
Inventories, net 635,014 658,419
Prepaid expenses and other current assets 94,710 51,685
Total current assets 968,938 894,130
Property, plant and equipment, net 223,433 243,572
Operating lease asset 755,288 802,634
Goodwill 666,084 1,072,330
Trade names 394,203 530,320
Other intangible assets, net 39,402 45,060
Other assets, net 9,435 7,273
Total assets 3,056,783 3,595,319
Current liabilities:    
Loans and notes payable 325,754 128,806
Accounts payable 144,849 152,300
Accrued expenses 179,159 150,921
Current portion of operating lease liability 202,971 155,471
Income taxes payable   35,905
Current portion of long-term obligations 13,810 71,524
Total current liabilities 866,543 694,927
Long-term obligations, excluding current portion 1,557,576 1,503,987
Long-term portion of operating lease liability 685,290 720,735
Deferred income tax liabilities, net 67,458 126,081
Other long-term liabilities 16,932 16,517
Total liabilities 3,193,799 3,062,247
Redeemable securities   3,351
Commitments and contingencies
Stockholders’ equity:    
Common stock (94,602,386 and 94,461,576 shares outstanding and 121,819,456 and 121,662,540 shares issued at June 30, 2020 and December 31, 2019, respectively) 1,211 1,211
Additional paid-in capital 941,745 928,573
Accumulated deficit (708,747) (37,219)
Accumulated other comprehensive loss (43,849) (35,734)
Total Party City Holdco Inc. stockholders’ equity before common stock held in treasury 190,360 856,831
Less: Common stock held in treasury, at cost (27,217,070 and 27,200,964 shares at June 30, 2020 and December 31, 2019, respectively) (327,170) (327,086)
Total Party City Holdco Inc. stockholders’ equity (136,810) 529,745
Noncontrolling interests (206) (24)
Total stockholders’ equity (137,016) 529,721
Total liabilities, redeemable securities and stockholders’ equity $ 3,056,783 $ 3,595,319
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - shares
Jun. 30, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Common stock, shares outstanding 94,602,386 94,461,576
Common stock, shares issued 121,819,456 121,662,540
Treasury stock, shares 27,217,070 27,200,964
v3.20.2
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenues:        
Total revenues $ 254,691,000 $ 563,891,000 $ 668,734,000 $ 1,077,007,000
Cost of sales 237,907,000 353,056,000 534,664,000 692,098,000
Wholesale selling expenses 9,707,000 16,884,000 25,165,000 34,845,000
Retail operating expenses 65,236,000 96,143,000 153,402,000 191,161,000
Franchise expenses 3,121,000 3,236,000 6,430,000 6,539,000
General and administrative expenses 59,931,000 41,510,000 119,927,000 83,435,000
Art and development costs 3,516,000 5,712,000 8,838,000 11,641,000
Development stage expenses 903,000 3,012,000 2,932,000 5,238,000
Gain on sale/leaseback transaction   (58,381,000)   (58,381,000)
Store impairment and restructuring charges 1,164,000 5,234,000 18,892,000 23,243,000
Goodwill and intangibles impairment 0 0 536,648,000 0
Total expenses 381,485,000 466,406,000 1,406,898,000 989,819,000
(Loss) income from operations (126,794,000) 97,485,000 (738,164,000) 87,188,000
Interest expense, net 25,412,000 30,176,000 50,532,000 59,433,000
Other expense, net 1,484,000 3,342,000 7,160,000 4,596,000
(Loss) income before income taxes (153,690,000) 63,967,000 (795,856,000) 23,159,000
Income tax (benefit) expense (23,631,000) 15,962,000 (124,129,000) 5,443,000
Net (loss) income (130,059,000) 48,005,000 (671,727,000) 17,716,000
Less: Net loss attributable to noncontrolling interests (44,000) (69,000) (199,000) (140,000)
Net (loss) income attributable to common shareholders of Party City Holdco Inc. $ (130,015,000) $ 48,074,000 $ (671,528,000) $ 17,856,000
Net (loss) income per share attributable to common shareholders of Party City Holdco Inc.–Basic $ (1.39) $ 0.52 $ (7.19) $ 0.19
Net (loss) income per share attributable to common shareholders of Party City Holdco Inc.–Diluted $ (1.39) $ 0.51 $ (7.19) $ 0.19
Weighted-average number of common shares-Basic 93,419,078 93,293,176 93,407,344 93,233,865
Weighted-average number of common shares-Diluted 93,419,078 93,703,546 93,407,344 93,791,763
Comprehensive (loss) income $ (125,961,000) $ 48,327,000 $ (679,842,000) $ 21,690,000
Less: Comprehensive loss attributable to noncontrolling interests (44,000) (89,000) (199,000) (151,000)
Comprehensive (loss) income attributable to common shareholders of Party City Holdco Inc. (125,917,000) 48,416,000 (679,643,000) 21,841,000
Net Sales [Member]        
Revenues:        
Revenues 253,646,000 561,702,000 666,107,000 1,072,804,000
Royalties and Franchise Fees [Member]        
Revenues:        
Revenues $ 1,045,000 $ 2,189,000 $ 2,627,000 $ 4,203,000
v3.20.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Cumulative Effect of Change in Accounting Principle, Net [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Time-Based Units [Member]
Performance-Based Units [Member]
Common Stock [Member]
Common Stock [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Additional Paid-in Capital [Member]
Additional Paid-in Capital [Member]
Cumulative Effect of Change in Accounting Principle, Net [Member]
Additional Paid-in Capital [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Additional Paid-in Capital [Member]
Time-Based Units [Member]
Additional Paid-in Capital [Member]
Performance-Based Units [Member]
(Accumulated Deficit) Retained Earnings [Member]
(Accumulated Deficit) Retained Earnings [Member]
Cumulative Effect of Change in Accounting Principle, Net [Member]
(Accumulated Deficit) Retained Earnings [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Loss [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Total Party City Holdco Inc. Stockholders' Equity Before Common Stock Held In Treasury [Member]
Total Party City Holdco Inc. Stockholders' Equity Before Common Stock Held In Treasury [Member]
Cumulative Effect of Change in Accounting Principle, Net [Member]
Total Party City Holdco Inc. Stockholders' Equity Before Common Stock Held In Treasury [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Total Party City Holdco Inc. Stockholders' Equity Before Common Stock Held In Treasury [Member]
Time-Based Units [Member]
Total Party City Holdco Inc. Stockholders' Equity Before Common Stock Held In Treasury [Member]
Performance-Based Units [Member]
Common Stock Held In Treasury [Member]
Common Stock Held In Treasury [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Total Party City Holdco Inc. Stockholders' Equity [Member]
Total Party City Holdco Inc. Stockholders' Equity [Member]
Cumulative Effect of Change in Accounting Principle, Net [Member]
Total Party City Holdco Inc. Stockholders' Equity [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Total Party City Holdco Inc. Stockholders' Equity [Member]
Time-Based Units [Member]
Total Party City Holdco Inc. Stockholders' Equity [Member]
Performance-Based Units [Member]
Non-Controlling Interests [Member]
Non-Controlling Interests [Member]
Cumulative Effect of Change in Accounting Principle, Net Adjusted [Member]
Balance at Dec. 31, 2018 $ 1,043,621 $ 159 $ 1,043,780     $ 1,208 $ 1,208 $ 922,476 $ 662 $ 923,138     $ 495,777 $ (503) $ 495,274 $ (49,201) $ (49,201) $ 1,370,260 $ 159 $ 1,370,419     $ (326,930) $ (326,930) $ 1,043,330 $ 159 $ 1,043,489     $ 291 $ 291
Accounting Standards Update [Extensible List] us-gaap:AccountingStandardsUpdate201807Member                                                            
Net income (loss) $ 17,716                       17,856         17,856             17,856         (140)  
Stock option expense 741             741                   741             741            
Restricted stock units       $ 933 $ 476           $ 933 $ 476                 $ 933 $ 476           $ 933 $ 476    
Director – non-cash compensation 165             165                   165             165            
Warrant expense 258             258                   258             258            
Exercise of stock options 1,088         2   1,086                   1,088             1,088            
Acquired non-controlling interest 112             41                   41             41         71  
Treasury Stock purchases (156)                                           (156)   (156)            
Foreign currency adjustments 4,701                             4,712   4,712             4,712         (11)  
Impact of foreign exchange contracts, net (727)                             (727)   (727)             (727)            
Balance at Jun. 30, 2019 1,069,087         1,210   926,838         513,130     (45,216)   1,395,962         (327,086)   1,068,876         211  
Balance at Mar. 31, 2019 1,019,155         1,210   925,233         465,056     (45,558)   1,345,941         (327,086)   1,018,855         300  
Net income (loss) 48,005                       48,074         48,074             48,074         (69)  
Stock option expense 371             371                   371             371            
Restricted stock units       541 476           541 476                 541 476           541 476    
Director – non-cash compensation 88             88                   88             88            
Warrant expense 129             129                   129             129            
Foreign currency adjustments 536                             556   556             556         (20)  
Impact of foreign exchange contracts, net (214)                             (214)   (214)             (214)            
Balance at Jun. 30, 2019 1,069,087         1,210   926,838         513,130     (45,216)   1,395,962         (327,086)   1,068,876         211  
Balance at Dec. 31, 2019 529,721         1,211   928,573         (37,219)     (35,734)   856,831         (327,086)   529,745         (24)  
Net income (loss) (671,727)                       (671,528)         (671,528)             (671,528)         (199)  
Stock option expense       560 7,847           560 7,847                 560 7,847           560 7,847    
Restricted stock units       1,139             1,139                   1,139             1,139      
Director – non-cash compensation 75             75                   75             75            
Warrant expense 1,033             1,033                   1,033             1,033            
Acquired non-controlling interest 2,535             2,518                   2,518             2,518         17  
Treasury Stock purchases (84)                                           (84)   (84)            
Foreign currency adjustments (8,187)                             (8,187)   (8,187)             (8,187)            
Impact of foreign exchange contracts, net 72                             72   72             72            
Balance at Jun. 30, 2020 (137,016)         1,211   941,745         (708,747)     (43,849)   190,360         (327,170)   (136,810)         (206)  
Balance at Mar. 31, 2020 (19,626)         1,211   933,174         (578,732)     (47,947)   307,706         (327,170)   (19,464)         (162)  
Net income (loss) (130,059)                       (130,015)         (130,015)             (130,015)         (44)  
Stock option expense       206 $ 7,847           206 $ 7,847                 206 $ 7,847           206 $ 7,847    
Restricted stock units       $ 518             $ 518                   $ 518             $ 518      
Foreign currency adjustments 4,014                             4,014   4,014             4,014            
Impact of foreign exchange contracts, net 84                             84   84             84            
Balance at Jun. 30, 2020 $ (137,016)         $ 1,211   $ 941,745         $ (708,747)     $ (43,849)   $ 190,360         $ (327,170)   $ (136,810)         $ (206)  
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash flows used in operating activities:    
Net (loss) income $ (671,727,000) $ 17,716,000
Adjustments to reconcile net income to net cash used in operating activities:    
Depreciation and amortization expense 40,518,000 43,225,000
Amortization of deferred financing costs and original issuance discounts 2,401,000 2,289,000
Provision for doubtful accounts 4,443,000 596,000
Deferred income tax benefit (58,440,000) (10,779,000)
Change in operating lease liability/asset 44,803,000 (21,406,000)
Undistributed income (loss) in equity method investments 415,000 (202,000)
Loss (gain) on disposal of assets 93,000 (59,087,000)
Non-cash adjustment for store impairment and restructuring charges 16,458,000 19,490,000
Goodwill and intangibles impairment 536,648,000 0
Non-employee equity-based compensation (see Note 19 – Kazzam, LLC) 1,033,000 258,000
Stock option expense – time – based 560,000 741,000
Stock option expense – performance – based 7,847,000  
Restricted stock unit expense – time-based 1,139,000 933,000
Restricted stock unit expense – performance-based   476,000
Directors – non-cash compensation 75,000 165,000
Changes in operating assets and liabilities, net of effects of acquired businesses:    
Decrease in accounts receivable 56,315,000 6,588,000
Decrease (increase) in inventories 20,055,000 (31,145,000)
Increase in prepaid expenses and other current assets (47,700,000) (4,333,000)
Decrease (increase) in accounts payable, accrued expenses and income taxes payable (3,717,000) (71,438,000)
Net cash used in operating activities (48,781,000) (105,913,000)
Cash flows (used in) provided by investing activities:    
Cash paid in connection with acquisitions, net of cash acquired   (545,000)
Capital expenditures (18,332,000) (31,098,000)
Proceeds from disposal of property and equipment 7,000 113,799,000
Net cash (used in) provided by investing activities (18,325,000) 82,156,000
Cash flows provided by financing activities:    
Repayment of loans, notes payable and long-term obligations (79,763,000) (148,526,000)
Proceeds from loans, notes payable and long-term obligations 269,874,000 157,440,000
Stock repurchases (85,000) (156,000)
Exercise of stock options   1,088,000
Debt issuance costs   (343,000)
Net cash provided by financing activities 190,026,000 9,503,000
Effect of exchange rate changes on cash and cash equivalents (3,945,000) 2,166,000
Net increase (decrease) in cash and cash equivalents and restricted cash 118,975,000 (12,088,000)
Cash and cash equivalents and restricted cash at beginning of period 35,176,000 59,219,000
Cash and cash equivalents and restricted cash at end of period 154,151,000 47,131,000
Supplemental disclosure of cash flow information:    
Cash paid during the period for interest 43,402,000 57,503,000
Cash paid during the period for income taxes, net of refunds $ 11,854,000 $ 31,924,000
v3.20.2
Description of Business
6 Months Ended
Jun. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business

Note 1 – Description of Business

Party City Holdco Inc. (the “Company” or “Party City Holdco”) 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 a leading player in its category and vertically integrated in its breadth and depth. The Company 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. As of June 30, 2020 the Company’s retail operations include 854 specialty retail party supply stores (including franchise stores) throughout the United States and Mexico operating under the names Party City and Halloween City, and e-commerce websites, including through the domain name PartyCity.com and others.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of the virus. The global spread of COVID-19 and the measures to contain it have negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial markets. In response to COVID-19, to safeguard the health and safety of its team members and customers, the Company temporarily closed all of its corporate retail stores as of March 18, 2020. During the temporary store closures, the Company offered curbside pickup and the Company’s e-commerce site, www.partycity.com, remained fully operational. The Company began reopening stores on May 1, 2020, in accordance with state and local health ordinances, and as of June 12, 2020 had reopened 85% of its stores. By June 22, 2020, all stores were re-opened.

Party City Holdco is a holding company with no operating assets or operations. The Company owns 100% of PC Nextco Holdings, LLC (“PC Nextco”), which owns 100% of PC Intermediate Holdings, Inc. (“PC Intermediate”). PC Intermediate owns 100% of Party City Holdings Inc. (“PCHI”), which owns most of the Company’s operating subsidiaries.

v3.20.2
Basis of Presentation and Recently Issued Accounting Pronouncements
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation and Recently Issued Accounting Pronouncements

Note 2 – Basis of Presentation and Recently Issued Accounting Pronouncements

The unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its majority-owned and controlled entities. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed 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 in the unaudited condensed consolidated financial statements.

The majority of our retail operations define a fiscal year (“Fiscal Year”) as the 52-week period or 53-week period ended on the Saturday nearest December 31st of each year and define fiscal quarters (“Fiscal Quarter”) as the four interim 13-week periods following the end of the previous Fiscal Year, except in the case of a 53-week Fiscal Year when the fourth Fiscal Quarter is extended to 14 weeks. The condensed consolidated financial statements of the Company combine the Fiscal Quarters of our retail operations with the calendar quarters of our wholesale operations. The Company has determined the differences between the retail operation’s Fiscal Year and Fiscal Quarters and the calendar year and calendar quarters to be insignificant.

Operating results for interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2020. Our business is subject to substantial seasonal variations as our retail segment has historically realized a significant portion of its net sales, cash flows and net income in the fourth quarter of each year, principally due to its Halloween season sales in October and, to a lesser extent, other year-end holiday sales. We expect that this general pattern will continue. Our results of operations may also be affected by industry factors that may be specific to a particular period, such as movement in and the general level of raw material costs and the uncertainty surrounding the impact of the COVID-19 pandemic.

Recently Issued and Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. The new guidance improves and clarifies the fair value measurement disclosure requirements of ASC 820. The new disclosure requirements include the disclosure of the changes in unrealized gains or losses included in other comprehensive (loss) income for recurring Level 3 fair value measurements held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance was effective for fiscal years beginning after December 15, 2019. The Company has adopted this guidance effective January 1, 2020, prospectively and the adoption and application of this standard did not have a material impact to the consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting”. The ASU simplifies the accounting for non-employee share-based payments. The Company adopted the update during the first quarter of 2019.  The pronouncement requires companies to record the impact of adoption, if any, as a cumulative-effect adjustment to retained earnings as of the adoption date. Therefore, on January 1, 2019, the Company decreased retained earnings by $503. Additionally, the Company increased additional paid-in capital by $662 and recorded a $159 deferred income tax asset.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities”. The pronouncement amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. The Company adopted the update during the first quarter of 2019 and such adoption had no impact on the Company’s consolidated financial statements.

In January 2017 the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to measure a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in ASU 2017-04, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity will consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.  The Company adopted ASU No. 2017-04 during the first quarter of 2019 and such adoption had no impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”.  The ASU changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU requires that an entity measure and recognize expected credit losses at the time the asset is recorded, while considering a broader range of information to estimate credit losses including macroeconomic conditions that correlate with historical loss experience, delinquency trends and aging behavior of receivables, among others. The Company has adopted this guidance effective January 1, 2020, prospectively, with respect to its receivables, and the adoption and application of this standard did not have a material impact to the consolidated financial statements during the first six months of 2020.

The Company maintains allowances for credit losses resulting from the inability of the Company’s customers to make required payments. Judgment is required in assessing the ultimate realization of these receivables, including consideration of the Company’s history of receivable write-offs, the level of past due accounts and the economic status of the Company’s customers. In an effort to identify adverse trends relative to customer economic status, the Company assesses the financial health of the markets it operates in and performs periodic credit evaluations of its customers and ongoing reviews of account balances and aging of receivables. Amounts are considered past due when payment has not been received within the time frame of the credit terms extended. Write-offs are charged directly against the allowance for credit losses and occur only after all collection efforts have been exhausted. The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected losses. At June 30, 2020 and December 31, 2019, the allowance for credit losses was $8,620 and $4,786, respectively.

In February 2016, the FASB issued ASU 2016-02, “Leases”.  The ASU requires that companies recognize assets and liabilities for the rights and obligations created by companies’ leases.  The Company’s lease portfolio is primarily comprised of store leases, manufacturing and distribution facility leases, warehouse leases and office leases.  Most of the leases are operating leases.  The Company’s finance leases are not material to its consolidated financial statements.

The Company adopted the new lease standard during the first quarter of 2019 and, to the extent required by the pronouncement, recognized a right of use asset and liability for its operating lease arrangements with terms of greater than twelve months. The

pronouncement had no impact on the Company’s consolidated statement of operations and comprehensive loss and it did not impact the Company’s compliance with its debt covenants.  Additionally, the standard requires companies to make certain annual disclosures, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

v3.20.2
Store Impairment and Restructuring Charges
6 Months Ended
Jun. 30, 2020
Restructuring And Related Activities [Abstract]  
Store Impairment and Restructuring Charges

Note 3 – Store Impairment and Restructuring Charges

Each year, the Company typically closes approximately ten Party City stores as part of its typical network rationalization process and in response to ongoing consumer, market and economic changes that naturally arise in the business. The Company performed a comprehensive review of its store locations aimed at improving the overall productivity of such locations (“store optimization program”). After careful consideration and evaluation of the store locations, the Company made the decision to accelerate the optimization of its store portfolio with the closure of stores, which are primarily located in close proximity to other Party City stores. In 2019, 55 stores were identified for closure, out of which 35 stores were closed in 2019 and 20 stores were closed in January 2020. In addition, 21 stores were identified in the first quarter of 2020 for closure at a future date. These closings should provide the Company with capital flexibility to expand into underserved markets. In addition, the Company evaluated the recoverability of long lived assets at the open stores and recorded an impairment charge associated with the operating lease asset and property, plant and equipment for open stores where sales were affected due to the outbreak of, and local, state and federal governmental responses to, COVID-19. In conjunction with the store optimization program and store impairment, during the three and six months ended June 30, 2020 and 2019, the Company recorded the following charges:   

 

 

 

Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

Inventory reserves

 

$

 

 

$

3,656

 

Operating lease asset impairment

 

 

181

 

 

 

940

 

Property, plant and equipment impairment

 

 

 

 

 

541

 

Labor and other costs incurred closing stores

 

 

983

 

 

 

3,753

 

Total

 

$

1,164

 

 

$

8,890

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Inventory reserves

 

$

11,696

 

 

$

21,285

 

Operating lease asset impairment

 

 

14,393

 

 

 

14,149

 

Property, plant and equipment impairment

 

 

2,065

 

 

 

4,680

 

Labor and other costs incurred closing stores

 

 

2,434

 

 

 

3,753

 

Severance

 

 

 

 

 

661

 

Total

 

$

30,588

 

 

$

44,528

 

 

Amounts disclosed above represent the Company’s best estimate of the total charges that are expected to be recorded. As the Company closes the stores, it records charges for common area maintenance, insurance and taxes to be paid subsequent to such closures in accordance with the stores’ lease agreements. However, such amounts are immaterial. Additionally, the Company incurs costs while moving inventory, cleaning the stores and returning them to their original condition. Such costs are also immaterial.

The fair values of the operating lease assets and property, plant and equipment were determined based on estimated future discounted cash flows for such assets using market participant assumptions, including data on the ability to sub-lease the stores.

The charge for inventory reserves is related to inventory that is disposed of following the closures of the stores and inventory that is sold below cost prior to such closures. The charge for inventory reserves was recorded in cost of sales in the Company’s statement of operations and comprehensive loss. The other charges were recorded in Store impairment and restructuring charges in the Company’s statement of operations and comprehensive loss.

The Company cannot guarantee that it will be able to achieve the anticipated benefits from the store optimization program. If the Company is unable to achieve such benefits, its results of operations and financial condition could be affected.

v3.20.2
Goodwill and Intangibles Impairment
6 Months Ended
Jun. 30, 2020
Goodwill And Intangible Asset Impairment [Abstract]  
Goodwill and Intangibles Impairment

Note 4 – Goodwill and Intangibles Impairment

The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1 or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not

limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of goodwill and indefinite lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.

During the three months ended March 31, 2020, the Company identified intangible assets’ impairment indicators associated with its market capitalization and significantly reduced customer demand for its products due to COVID-19. As a result, the Company performed interim impairment tests on the goodwill at its retail and wholesale reporting units and its other indefinite lived intangible assets as of March 31, 2020. The interim impairment tests were performed using an income approach. The Company recognized non-cash pre-tax goodwill impairment charges at March 31, 2020 of $253,110 and $148,326 against the goodwill associated with its retail and wholesale reporting units, respectively.

In addition, during the three months ended March 31, 2020, the Company recorded an impairment charge of $131,287 and $3,925 on its Party City and Halloween City tradenames, respectively. There was no impairment for the three months ended June 30, 2020. During 2019, there was no impairment on the Party City trade name and the Company recorded a Halloween City trade name impairment charge of $6,575.

There was no goodwill and other intangible assets impairment charge for the three months ended June 30, 2020 and 2019 and six months ended June 30, 2019.

v3.20.2
Sale/Leaseback Transaction
6 Months Ended
Jun. 30, 2020
Sales Leaseback Transaction Disclosure [Abstract]  
Sale/Leaseback Transaction

Note 5 – Sale/Leaseback Transaction

In June 2019, the Company sold its main distribution center in Chester, New York, its metallic balloons manufacturing facility in Eden Prairie, Minnesota, and its injection molded plastics manufacturing facility in Los Lunas, New Mexico. Simultaneously, the Company entered into twenty-year leases for each of the facilities. The aggregate sale price was $128,000 and, during the year ended December 31, 2019, the Company recorded a $58,381 gain on the sale, net of transaction costs, in the Company’s condensed consolidated statement of operations and comprehensive loss.

Under the terms of the lease agreements, the Company pays total rent of $8,320 during the first year and the annual rent will increase by 2% thereafter.

The Chester and Eden Prairie leases are being accounted for as operating leases and the sale of such properties resulted in the gain above.

However, for the Los Lunas property, the present value of the lease payments is greater than substantially all of the fair value of the assets. Therefore, the lease is a finance lease and sale accounting treatment is prohibited. As such, the Company is accounting for the proceeds as a financing lease. As of June 30, 2020 and December 31, 2019 $11,898 and $11,990 is recorded as a part of a Finance lease, respectively.

In conjunction with the sale/leaseback transaction, the Company amended its Term Loan Credit Agreement.  The amendment required the Company to use half of the proceeds from the transaction, net of costs, to paydown part of the outstanding balance under such debt agreement.  Additionally, the amendment required the Company to pay an immaterial “consent fee” to the lenders.  As the Term Loan Credit Agreement is a loan syndication, the Company assessed, on a creditor-by-creditor basis, whether the amendment should be accounted for as an extinguishment or a modification. The Company concluded that, for each creditor, the amendment should be accounted for as a modification. Therefore, no capitalized deferred financing costs or original issuance discounts were written off in conjunction with the amendment.

During June 2019, the Company used proceeds from the sale (net of costs) described in this Note 5 – Sale/Leaseback Transaction to paydown outstanding loans under the Term Loan Credit Agreement and the ABL Facility in an aggregate amount of $125,864, of which $62,770 was used to prepay the outstanding term loans and the balance was used to paydown the ABL Facility. See Note 16 – Current and Long-Term Obligations.

v3.20.2
Disposition of Assets
6 Months Ended
Jun. 30, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Disposition of Assets

Note 6 – Disposition of Assets

On October 1, 2019, the Company sold its Canadian-based Party City stores to a Canadian-based retailer for $131,711 and entered into a 10-year supply agreement under which the acquirer agreed to purchase product from the Company for such Party City stores, as well as acquirer’s other stores. The Company has reinvested a significant portion of the cash proceeds (net of costs) received

from such sale in assets used or useful in the business of the Company and its subsidiaries and expects to so reinvest the balance of those proceeds in the near future.

v3.20.2
Inventories
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventories

Note 7 – Inventories

Inventories consisted of the following:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Finished goods

 

$

587,327

 

 

$

606,036

 

Raw materials

 

 

30,958

 

 

 

34,259

 

Work in process

 

 

16,729

 

 

 

18,124

 

 

 

$

635,014

 

 

$

658,419

 

 

Inventories are valued at the lower of cost or net realizable value. The Company principally determines the cost of inventory using the weighted average method.

The Company estimates retail inventory shrinkage for the period between physical inventory dates on a store-by-store basis. Inventory shrinkage estimates can be affected by changes in merchandise mix and changes in actual shortage trends. The shrinkage rate from the most recent physical inventory, in combination with historical experience, is the basis for estimating shrinkage.

v3.20.2
Income Taxes
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

Note 8 – Income Taxes

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (“the CARES Act”) was signed into law.  The CARES Act is a $2 trillion legislative package intended to provide economic relief to companies impacted by the COVID-19 pandemic, and it enacted a number of Internal Revenue Code modifications which are of particular benefit to the Company, including: 5-year net operating loss carryback, temporary relaxation of the limitations on interest deductions, qualified improvement property eligible for bonus depreciation, employee retention tax credits, and deferral of payment of payroll tax.

The effective income tax rate for the six months ended June 30, 2020 of 15.6% is different from the statutory rate of 21.0% primarily due to the non-deductible portions of goodwill impairment charges (see Note 4 – Goodwill and Intangibles Impairment above for further discussion), state taxes, and a rate benefit related to the carryback of a net operating loss to years when the statutory income tax rate was 35.0%.

v3.20.2
Changes in Accumulated Other Comprehensive Loss
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Changes in Accumulated Other Comprehensive Loss

Note 9 – Changes in Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss consisted of the following:

 

 

 

Three Months Ended June 30, 2020

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at March 31, 2020

 

$

(49,635

)

 

$

1,688

 

 

$

(47,947

)

Other comprehensive income before reclassifications,

   net of tax

 

 

4,014

 

 

 

59

 

 

 

4,073

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of operations

   and comprehensive loss, net of income tax

 

 

 

 

 

25

 

 

 

25

 

Net current-period other comprehensive income

 

 

4,014

 

 

 

84

 

 

 

4,098

 

Balance at June 30, 2020

 

$

(45,621

)

 

$

1,772

 

 

$

(43,849

)

 

 

 

Three Months Ended June 30, 2019

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at March 31, 2019

 

$

(45,900

)

 

$

342

 

 

$

(45,558

)

Other comprehensive income (loss) before reclassifications

 

 

556

 

 

 

(3

)

 

 

553

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive loss, net of income tax

 

 

 

 

 

(211

)

 

 

(211

)

Net current-period other comprehensive income (loss)

 

 

556

 

 

 

(214

)

 

 

342

 

Balance at June 30, 2019

 

$

(45,344

)

 

$

128

 

 

$

(45,216

)

 

 

 

Six Months Ended June 30, 2020

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at December 31, 2019

 

$

(37,434

)

 

$

1,700

 

 

$

(35,734

)

Other comprehensive (loss) income before

   reclassifications, net of tax

 

 

(8,187

)

 

 

70

 

 

 

(8,117

)

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive loss, net of income tax

 

 

 

 

 

2

 

 

 

2

 

Net current-period other comprehensive (loss) income

 

 

(8,187

)

 

 

72

 

 

 

(8,115

)

Balance at June 30, 2020

 

$

(45,621

)

 

$

1,772

 

 

$

(43,849

)

 

 

 

Six Months Ended June 30, 2019

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at December 31, 2018

 

$

(50,056

)

 

$

855

 

 

$

(49,201

)

Other comprehensive income before

   reclassifications, net of income tax

 

 

4,712

 

 

 

60

 

 

 

4,772

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive income, net of income tax

 

 

 

 

 

(787

)

 

 

(787

)

Net current-period other comprehensive income (loss)

 

 

4,712

 

 

 

(727

)

 

 

3,985

 

Balance at June 30, 2019

 

$

(45,344

)

 

$

128

 

 

$

(45,216

)

 

v3.20.2
Capital Stock
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Capital Stock

Note 10 – Capital Stock

At June 30, 2020, the Company’s authorized capital stock consisted of 300,000,000 shares of $0.01 par value common stock and 15,000,000 shares of $0.01 par value preferred stock.

During 2013, Party City Holdco granted performance-based stock options to key employees and independent directors. For those performance-based options, vesting was contingent on Thomas H. Lee Partners, L.P. (“THL”) achieving specified investment returns when it sold its entire ownership stake in Party City Holdco. In June 2020, THL distributed its remaining shares. At the time of the THL distribution, there were 2,539,600 performance options outstanding with an average grant date fair value of $3.09. None of the performance-based options vested as the specified investment returns were not attained. The Company recorded compensation expense of $7,847.

v3.20.2
Segment Information
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Segment Information

Note 11 – Segment Information

Industry Segments

The Company has two identifiable business segments. The Wholesale segment designs, manufactures, sources and distributes decorated party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world. The Retail segment operates specialty retail party supply stores in the United States, principally under the names Party City and Halloween City, and it operates e-commerce websites, principally through the domain name Partycity.com. The Retail segment also franchises both individual stores and franchise areas throughout the United States, Mexico and Puerto Rico, principally under the name Party City. The Company’s industry segment data for the three months ended June 30, 2020 and June 30, 2019 was as follows:

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Three Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

131,296

 

 

$

184,737

 

 

$

316,033

 

Royalties and franchise fees

 

 

 

 

 

1,045

 

 

 

1,045

 

Total revenues

 

 

131,296

 

 

 

185,782

 

 

 

317,078

 

Eliminations

 

 

(62,387

)

 

 

 

 

 

(62,387

)

Net revenues

 

$

68,909

 

 

$

185,782

 

 

$

254,691

 

Loss from operations

 

$

(55,892

)

 

$

(70,902

)

 

$

(126,794

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

25,412

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

1,484

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

$

(153,690

)

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

289,067

 

 

$

423,157

 

 

$

712,224

 

Royalties and franchise fees

 

 

 

 

 

2,189

 

 

 

2,189

 

Total revenues

 

 

289,067

 

 

 

425,346

 

 

 

714,413

 

Eliminations

 

 

(150,522

)

 

 

 

 

 

(150,522

)

Net revenues

 

$

138,545

 

 

$

425,346

 

 

$

563,891

 

Income from operations

 

$

60,297

 

 

$

37,188

 

 

$

97,485

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

30,176

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

3,342

 

Income before income taxes

 

 

 

 

 

 

 

 

 

$

63,967

 

 

The Company’s industry segment data for the six months ended June 30, 2020 and 2019 was as follows:

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Six Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

346,094

 

 

$

486,131

 

 

$

832,225

 

Royalties and franchise fees

 

 

 

 

 

2,627

 

 

 

2,627

 

Total revenues

 

 

346,094

 

 

 

488,758

 

 

 

834,852

 

Eliminations

 

 

(166,118

)

 

 

 

 

 

(166,118

)

Net revenues

 

$

179,976

 

 

$

488,758

 

 

$

668,734

 

Loss from operations

 

$

(219,440

)

 

$

(518,724

)

 

$

(738,164

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

50,532

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

7,160

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

$

(795,856

)

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

579,368

 

 

$

801,310

 

 

$

1,380,678

 

Royalties and franchise fees

 

 

 

 

 

4,203

 

 

 

4,203

 

Total revenues

 

 

579,368

 

 

 

805,513

 

 

 

1,384,881

 

Eliminations

 

 

(307,874

)

 

 

 

 

 

(307,874

)

Net revenues

 

$

271,494

 

 

$

805,513

 

 

$

1,077,007

 

Income from operations

 

$

62,520

 

 

$

24,668

 

 

$

87,188

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

59,433

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

4,596

 

Income before income taxes

 

 

 

 

 

 

 

 

 

$

23,159

 

 

In 2019, the Company initiated a store optimization program under which the Company identified approximately 55 Party City stores to be closed. In addition, 21 stores were identified in 2020 for closure at a future date. In conjunction with the program, during three months ended June 30, 2020 and 2019 the Company’s Retail segment recorded $1,164 and $8,890 of store impairment and restructuring charges, respectively. In conjunction with the program, during six months ended June 30, 2020 and 2019  the Company’s Retail segment recorded $30,588 and $44,528 of store impairment and restructuring charges, respectively. See Note 3 – Store Impairment and Restructuring Charges for further detail.

During June 2019, the Company’s Wholesale segment sold its main distribution center in Chester, New York, its metallic balloons manufacturing facility in Eden Prairie, Minnesota and its injection molded plastics manufacturing facility in Los Lunas, New Mexico. The aggregate sale price was $128,000 and, during the three months ended June 30, 2019, the Company’s Wholesale segment recorded a $58,381 gain on the sale in the Company’s condensed consolidated statement of operations and comprehensive income. See Note 5 – Sale/Leaseback Transaction for further detail.

During the three months ended March 31, 2020, the Company identified intangible assets’ impairment indicators associated with its market capitalization and significantly reduced customer demand for its products due to COVID-19. As a result, the Company performed interim impairment tests on the goodwill at its retail and wholesale reporting units and its other indefinite lived intangible assets as of March 31, 2020. As a result, the Company recognized non-cash pre-tax goodwill and trade name impairment charges. See Note 4 – Goodwill and Intangibles Impairment for further detail.

v3.20.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 12 – Commitments and Contingencies

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.

v3.20.2
Derivative Financial Instruments
6 Months Ended
Jun. 30, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

Note 13 – Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risks managed through the use of derivative financial instruments are interest rate risk and foreign currency exchange rate risk.

Interest Rate Risk Management

As part of the Company’s risk management strategy, the Company periodically uses interest rate swap agreements to hedge the variability of cash flows on floating rate debt obligations. Accordingly, interest rate swap agreements are reflected in the consolidated balance sheets at fair value and the related gains and losses on these contracts are deferred in equity and recognized in interest expense over the same period in which the related interest payments being hedged are recognized in income. The Company did not utilize interest rate swap agreements during the six months ended June 30, 2020 and 2019.

Foreign Exchange Risk Management

A portion of the Company’s cash flows are derived from transactions denominated in foreign currencies. In order to reduce the uncertainty of foreign exchange rate movements on transactions denominated in foreign currencies, including the British Pound Sterling, the Canadian Dollar, the Euro, the Malaysian Ringgit, the Australian Dollar, and the Mexican Peso, the Company enters into foreign exchange contracts with major international financial institutions. These forward contracts, which typically mature within one year, are designed to hedge anticipated foreign currency transactions, primarily inventory purchases and sales. For contracts that qualify for hedge accounting, the terms of the foreign exchange contracts are such that cash flows from the contracts should be highly effective in offsetting the expected cash flows from the underlying forecasted transactions.

The foreign currency exchange contracts are reflected in the condensed consolidated balance sheets at fair value. At June 30, 2020 and December 31, 2019, the Company had foreign currency exchange contracts that qualified for hedge accounting. No components of these agreements were excluded in the measurement of hedge effectiveness. As these hedges are 100% effective, there is no current impact on earnings due to hedge ineffectiveness. The Company anticipates that substantially all unrealized gains and losses in accumulated other comprehensive loss related to these foreign currency exchange contracts will be reclassified into earnings at a later date.

The following table displays the fair values of the Company’s derivatives at June 30, 2020 and December 31, 2019:

 

 

 

Derivative Assets

 

 

Derivative Liabilities

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

Foreign Exchange Contracts

 

(a) PP

 

$

70

 

 

(a) PP

 

$

 

 

(b) AE

 

$

35

 

 

(b) AE

 

$

 

 

(a)

PP = Prepaid expenses and other current assets

(b)

AE = Accrued expenses

The following table displays the notional amounts of the Company’s derivatives at June 30, 2020 and December 31, 2019:

 

Derivative Instrument

 

June 30,

2020

 

 

December 31,

2019

 

Foreign Exchange Contracts

 

$

10,895

 

 

$

300

 

v3.20.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 14 – Fair Value Measurements

The provisions of ASC Topic 820, “Fair Value Measurement”, define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

During 2017, the Company acquired a 28% ownership interest in Punchbowl, Inc. (“Punchbowl”), a provider of digital greeting cards and digital invitations. At such time, the Company provided Punchbowl’s other investors with the ability to “put” their interest in Punchbowl to the Company at a future date. Additionally, at such time, the Company received the ability to “call” the interest of the other investors. During the twelve months ended December 31, 2019, the option was terminated and the Company wrote off its asset related to the call option and reversed its liability related to the put option. Prior to such time, the Company had been adjusting the put liability to fair value on a recurring basis. The liability represented a Level 3 fair value measurement as it was based on unobservable inputs. In November 2019, the Company sold its ownership interest in Punchbowl, and recorded a net charge of $2,169 in other expenses, net for the option termination and the sale of its ownership interest.

During 2017, the Company and Ampology, a subsidiary of Trivergence, reached an agreement to form a new legal entity, Kazzam, LLC (“Kazzam”), for the purpose of designing, developing and launching an online exchange platform for party-related services. As part of Ampology’s compensation for designing, developing and launching the exchange platform, Ampology received an ownership interest in Kazzam. The interest had been recorded as redeemable securities in the mezzanine of the Company’s consolidated balance sheet as Ampology had the right to cause the Company to purchase the interest. The liability was adjusted to the greater of the current fair value or the original fair value at the time at which the ownership interest was issued (adjusted for any subsequent changes in the ownership interest percentage). On March 23, 2020, the Company agreed to purchase all of Ampology’s interest in Kazzam. Refer to Note 19 – Kazzam, LLC for further detail. As of December 31, 2019 the original value was greater and, therefore, the liabilities are not disclosed as fair value measurements.  As of June 30, 2020 there is no liability.  

The majority of the Company’s non-financial instruments, which include goodwill, intangible assets, lease assets, inventories and property, plant and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or at least annually for goodwill and indefinite-lived intangible assets), a non-financial instrument is required to be evaluated for impairment. If the Company determines that the non-financial instrument is impaired, the Company would be required to write down the non-financial instrument to its fair value. See Note 3 – Store Impairment and Restructuring Charges and Note 4 – Goodwill and Intangibles Impairment for further detail.

The carrying amounts for cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximated fair value at June 30, 2020 because of the short-term maturities of the instruments and/or their variable rates of interest.

The carrying amounts and fair values of borrowings under the Term Loan Credit Agreement and the Company’s senior notes as of June 30, 2020 are as follows:

 

 

 

June 30, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Term Loan Credit Agreement

 

$

713,531

 

 

$

334,218

 

6.125% Senior Notes – due 2023

 

 

347,427

 

 

 

73,500

 

6.625% Senior Notes – due 2026

 

 

495,297

 

 

 

102,500

 

 

The fair values of the Term Loan Credit Agreement and the Senior Notes represent Level 2 fair value measurements as the debt instruments trade in inactive markets.

v3.20.2
Earnings Per Share
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Earnings Per Share

Note 15 – Earnings Per Share

Basic earnings per share are computed by dividing net income attributable to common shareholders of Party City Holdco Inc. by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated based on the weighted average number of outstanding common shares plus the dilutive effect of stock options and warrants, as if they were exercised, and restricted stock units, as if they vested.

Basic and diluted loss per share is as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net (loss) income attributable to common shareholders of

   Party City Holdco Inc.

 

$

(130,015

)

 

$

48,074

 

 

$

(671,528

)

 

$

17,856

 

Weighted average shares - Basic

 

 

93,419,078

 

 

 

93,293,176

 

 

 

93,407,344

 

 

 

93,233,865

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

 

 

 

 

19,228

 

 

 

 

 

 

23,628

 

Stock options

 

 

 

 

 

391,142

 

 

 

 

 

 

534,270

 

Weighted average shares - Diluted

 

 

93,419,078

 

 

 

93,703,546

 

 

 

93,407,344

 

 

 

93,791,763

 

Net (loss) income per share attributable to common

   shareholders of Party City Holdco Inc. - Basic

 

$

(1.39

)

 

$

0.52

 

 

$

(7.19

)

 

$

0.19

 

Net (loss) income per share attributable to common

   shareholders of Party City Holdco Inc. - Diluted

 

$

(1.39

)

 

$

0.51

 

 

$

(7.19

)

 

$

0.19

 

 

During the three and six months ended June 30, 2020, 3,613,482 stock options, 1,000,000 warrants and 413,968 restricted stock units were excluded from the calculation of net loss per share attributable to common shareholders of Party City Holdco Inc. – diluted as they were anti-dilutive. During the three and six months ended June 30, 2019, 2,118,443 stock options,  596,000 warrants and 199,978 restricted stock units were excluded from the calculation of net loss per share attributable to common shareholders of Party City Holdco Inc. – diluted as they were anti-dilutive.

v3.20.2
Current and Long-Term Obligations
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Current and Long-Term Obligations

Note 16 – Current and Long-Term Obligations

Long-term obligations at June 30, 2020 and December 31, 2019 consisted of the following:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Term Loan Credit Agreement

 

$

713,789

 

 

$

718,596

 

6.125% Senior Notes – due 2023

 

 

347,427

 

 

 

347,015

 

6.625% Senior Notes – due 2026

 

 

495,297

 

 

 

494,910

 

Finance lease obligations

 

 

14,873

 

 

 

14,990

 

Total long-term obligations

 

 

1,571,386

 

 

 

1,575,511

 

Less: current portion

 

 

(13,810

)

 

 

(71,524

)

Long-term obligations, excluding current portion

 

$

1,557,576

 

 

$

1,503,987

 

 

Prior to April 2019, the Company had a $540,000 asset-based revolving credit facility (with a seasonal increase to $640,000 during a certain period of each calendar year) (the “ABL Facility”), which matures during August 2023 (subject to a springing maturity at an earlier date if the maturity date of certain of the Company’s other debt has not been extended or refinanced). It provides for (a) revolving loans, subject to a borrowing base, and (b) letters of credit, in an aggregate face amount at any time outstanding not to exceed $50,000. During April 2019, the Company amended the ABL Facility. Such amendment removed the seasonal component and made the ABL Facility a $640,000 facility with no seasonal modification component.

In the first half of 2020 the Company drew down $269.9 million under the ABL Facility. At June 30, 2020, $119.6 million was invested in US Treasury funds with maturities of less than three months. The Company had approximately $136.1 million of availability under the ABL Facility as of June 30, 2020.

Refer to Note 20 – Subsequent Events for further disclosure about the Company’s current and long-term debt.  

 

v3.20.2
Revenue from Contracts with Customers
6 Months Ended
Jun. 30, 2020
Revenue From Contract With Customer [Abstract]  
Revenue from Contracts with Customers

Note 17 – Revenue from Contracts with Customers

The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Retail Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North American Party City Stores

 

$

147,729

 

 

$

387,308

 

 

$

407,607

 

 

$

733,448

 

Global E-commerce

 

 

33,675

 

 

 

35,364

 

 

 

63,428

 

 

 

67,172

 

Other

 

 

3,333

 

 

 

485

 

 

 

15,096

 

 

 

690

 

Total Retail Net Sales

 

$

184,737

 

 

$

423,157

 

 

$

486,131

 

 

$

801,310

 

Royalties and Franchise Fees

 

 

1,045

 

 

 

2,189

 

 

 

2,627

 

 

 

4,203

 

Total Retail Revenue

 

$

185,782

 

 

$

425,346

 

 

$

488,758

 

 

$

805,513

 

Wholesale Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

39,121

 

 

$

74,766

 

 

$

97,875

 

 

$

148,587

 

International

 

 

29,788

 

 

 

63,779

 

 

 

82,101

 

 

 

122,907

 

Total Wholesale Net Sales

 

$

68,909

 

 

$

138,545

 

 

$

179,976

 

 

$

271,494

 

Total Consolidated Revenue

 

$

254,691

 

 

$

563,891

 

 

$

668,734

 

 

$

1,077,007

 

 

v3.20.2
Cash, Cash Equivalents and Restricted Cash
6 Months Ended
Jun. 30, 2020
Text Block [Abstract]  
Cash, Cash Equivalents and Restricted Cash

Note 18 – Cash, Cash Equivalents and Restricted Cash

The Company’s June 30, 2020 consolidated balance sheet included $154,133 of cash and cash equivalents (with maturities of less than three months) and $18 of restricted cash. The Company’s December 31, 2019 consolidated balance sheet included $34,917 of cash and cash equivalents and $259 of restricted cash.

Restricted cash is recorded in Prepaid expenses and other current assets.

v3.20.2
Kazzam, LLC
6 Months Ended
Jun. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Kazzam, LLC

Note 19 – Kazzam, LLC

During the first quarter of 2017, the Company and Ampology, a subsidiary of Trivergence, reached an agreement to form a new legal entity, Kazzam, LLC (“Kazzam”), for the purpose of designing, developing and launching an online exchange platform for party-related services.

At December 31, 2019, although the Company owned 26% of Kazzam’s equity, Kazzam was a variable interest entity and the Company consolidated Kazzam into the Company’s financial statements. Further, the Company was funding all of Kazzam’s start-up activities via a loan to Kazzam and recorded its operating results in “development stage expenses” in the Company’s consolidated statement of operations and comprehensive (loss) income. Ampology’s ownership interest in Kazzam had been recorded in redeemable securities in the mezzanine of the Company’s consolidated balance sheet.

In January 2020, the Company and Ampology terminated certain services agreements and warrants that Ampology had in the Company stock. The parties concurrently entered into an interim transition agreement for which expenses are recorded as development stage expenses.

On March 23, 2020, the Company agreed to purchase Ampology’s interest in Kazzam in exchange for a three-year royalty on net service revenue and a warrant to purchase up to 1,000,000 shares of the Company’s common stock. The acquisition of Ampology’s interest in Kazzam is an equity transaction and the difference between the fair value of the consideration transferred and the carrying value of Ampology’s interest in Kazzam is recorded within the consolidated statement of stockholders’ equity.

v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 20 – Subsequent Events

Completion of Refinancing Transactions

On July 30, 2020 (the “Settlement Date”), the Company and certain of its direct or indirect subsidiaries, including PCHI, Anagram Holdings, LLC, a Delaware limited liability company and wholly owned direct subsidiary of PCHI (“Anagram Holdings”), and Anagram International, Inc., a Minnesota corporation and wholly owned direct subsidiary of Anagram Holdings, completed certain previously announced refinancing transactions, including, among other things: (i) the exchange of $327,076,000.00 of 6.125% Senior Notes due 2023 (the “2023 Notes”) and $392,746,000.00 of 6.625% Senior Notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Existing Notes”) issued by PCHI, in each case tendered in the Company’s offers to exchange pursuant to the terms described in a confidential offering memorandum, for (A) $156,669,177.00 of Senior Secured First Lien Floating Rate Notes due 2025 (the “First Lien Party City Notes”) issued by PCHI; (B) $84,686,977.00 of 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 (the “Second Lien Anagram Notes”) issued by Anagram Holdings and Anagram International (together, the “Anagram Issuers”); and (C) 15,942,551 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”); (ii) the issuance of $110,000,000.00 in the aggregate of 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 (the “First Lien Anagram Notes”) by the Anagram Issuers and an additional $5,000,000 of First Lien Party City Notes in connection with a rights offering and a private placement, as applicable; and (iii) the solicitations of certain consents (the “Consent Solicitations”) with respect to the indentures governing Existing Notes.

 

The First Lien Party City Notes were issued pursuant to an indenture, dated as of the Settlement Date, among PCHI, as issuer, certain guarantors party thereto (the “Party City Guarantors”) and Ankura Trust Company, LLC (“Ankura”), as trustee and collateral trustee. The First Lien Party City Notes were issued in an aggregate amount of $161,669,177.00 and will mature on July 15, 2025. Interest on the First Lien Party City Notes accrues from the Settlement Date at a floating rate equal to the 6-month London Inter-Bank Offered Rate plus 500 basis points (with a floor of 75 basis points) per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2021. The First Lien Party City Notes are senior secured obligations of PCHI and the Party City Guarantors. The First Lien Party City Notes are pari passu in right of payment with all of PCHI’ other senior indebtedness, including the existing senior secured term loan facility and the ABL Facility, and are structurally subordinated to the First Lien Anagram Notes and the Second Lien Anagram Notes, to the extent of the value of the Anagram Collateral (as defined below). The First Lien Party City Notes are secured by a first priority lien on collateral that includes liens on substantially all assets (other than certain accounts, inventory, deposit accounts, securities accounts, related assets and general intangibles) of the Party City Guarantors, in each case subject to certain exceptions and permitted liens.

 

The First Lien Anagram Notes were issued pursuant to an indenture, dated as of the Settlement Date, among Anagram Holdings, as issuer, Anagram International, as co-issuer, certain guarantors party thereto (the “Anagram Guarantors”) and Ankura, as trustee and collateral trustee. The First Lien Anagram Notes were issued in an aggregate amount of $110,000,000.00 and will mature on August 15, 2025. Interest on the First Lien Anagram Notes accrues from the Settlement Date at (i) a rate of 10.00% per annum, payable in cash; and (ii) a rate of 5.00% per annum payable by increasing the principal amount of the outstanding First Lien Anagram Notes or issuing additional First Lien Anagram Notes, as the case may be, in each case payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021. The First Lien Anagram Notes are senior secured obligations of the Anagram Issuers and are pari passu in right of payment with all of the Anagram Issuers’ other senior indebtedness. The First Lien Anagram Notes are secured by a first priority lien on collateral that consists of substantially all assets and properties of the Anagram Issuers and the Anagram Guarantors, subject to certain exceptions and permitted liens (the “Anagram Collateral”). Such security interests are senior in priority to the security interests in such assets that secure the Second Lien Anagram Notes.

 

The Second Lien Anagram Notes were issued pursuant to an indenture, dated as of the Settlement Date, among Anagram Holdings, as issuer, Anagram International, as co-issuer, the Anagram Guarantors and Ankura, as trustee and collateral trustee. The Second Lien Anagram Notes were issued in an aggregate amount of $84,686,977.00 and will mature on August 15, 2026. Interest on the Second Lien Anagram Notes accrues from the Settlement Date at (i) a rate of 5.00% per annum, payable, at the Anagram Issuers’ option, entirely in cash or entirely by increasing the principal amount of the outstanding Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes, as the case may be; and (ii) a rate of 5.00% per annum payable by increasing the principal amount of the outstanding Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes, as the case may be, in each case payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021; provided, however, that on August 15, 2025, interest will be required to be paid by increasing the principal amount of the Second Lien Anagram Notes or issuing the principal amount of the Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes. On February 15, 2026, the Anagram Issuers will prepay in cash a portion of the Second Lien Anagram Notes then outstanding in an amount necessary such that the Second Lien Anagram Notes are not treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Internal Revenue Code of 1986, as amended. The Second Lien Anagram Notes are senior secured obligations of the Anagram Issuers and are pari passu in right of payment with all of the Anagram Issuers’ other senior indebtedness. The Second Lien Anagram Notes are secured by a second priority lien on the Anagram Collateral. Such security interests are junior to the security interests in such assets that secure the First Lien Anagram Notes.

 

In connection with the refinancing transactions described above, PCHI (1) reduced the ABL revolving commitments and prepaid the outstanding ABL revolving loans, in each case, in an aggregate principal amount equal to $44,000,000.00, in accordance with the ABL Facility credit agreement, and (2) designated Anagram Holdings and each of its subsidiaries as an unrestricted subsidiary under the ABL Facility and the Term Loan Credit Agreement.

 

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 9, 2020, the Company received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is no longer in compliance with the NYSE continued listing standards set forth in Section 802.01C of the NYSE’s Listed Company Manual, which requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.

Under NYSE continued listing standards, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. However, on April 20, 2020, the NYSE made a rule filing with the Securities and Exchange Commission for relief on the $1.00 share closing price standard, which became effective on April 21, 2020. The relief provides issuers additional time to cure noncompliance with the $1.00 share closing price standard. As a result, the Company’s new noncompliance cure expiration date was December 18, 2020. The Company regained compliance after its closing share price on June 30, 2020 and its average closing price for the 30 trading-day period ending June 30, 2020 both exceeded $1.00.

 

Registration of Additional Shares and Share Activity.

On July 10, 2020, the Company filed a registration statement on Form S-8 to register an additional 1,600,000 shares under its Registrant’s Amended and Restated 2012 Omnibus Equity Incentive Plan. On July 18, 2020, 6,448,276 performance-based restricted stock units ("PRSUs") were granted to certain executive officers and other employees. Each PRSU represents the contingent right to receive one share of Common Stock. The PRSUs will vest in quarters if the volume weighted average of the fair market value per share of the Common Stock meets or exceeds $2.50, $5.00, $7.50, and $10.00, respectively, for a period of not less than 90 consecutive trading days on the New York Stock Exchange, subject to the each of the executive officers’ and employees’ continued employment by the Company through each vesting date.  

v3.20.2
Basis of Presentation and Recently Issued Accounting Pronouncements (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Recently Issued and Adopted Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. The new guidance improves and clarifies the fair value measurement disclosure requirements of ASC 820. The new disclosure requirements include the disclosure of the changes in unrealized gains or losses included in other comprehensive (loss) income for recurring Level 3 fair value measurements held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance was effective for fiscal years beginning after December 15, 2019. The Company has adopted this guidance effective January 1, 2020, prospectively and the adoption and application of this standard did not have a material impact to the consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting”. The ASU simplifies the accounting for non-employee share-based payments. The Company adopted the update during the first quarter of 2019.  The pronouncement requires companies to record the impact of adoption, if any, as a cumulative-effect adjustment to retained earnings as of the adoption date. Therefore, on January 1, 2019, the Company decreased retained earnings by $503. Additionally, the Company increased additional paid-in capital by $662 and recorded a $159 deferred income tax asset.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities”. The pronouncement amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. The Company adopted the update during the first quarter of 2019 and such adoption had no impact on the Company’s consolidated financial statements.

In January 2017 the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to measure a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in ASU 2017-04, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity will consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.  The Company adopted ASU No. 2017-04 during the first quarter of 2019 and such adoption had no impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”.  The ASU changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU requires that an entity measure and recognize expected credit losses at the time the asset is recorded, while considering a broader range of information to estimate credit losses including macroeconomic conditions that correlate with historical loss experience, delinquency trends and aging behavior of receivables, among others. The Company has adopted this guidance effective January 1, 2020, prospectively, with respect to its receivables, and the adoption and application of this standard did not have a material impact to the consolidated financial statements during the first six months of 2020.

The Company maintains allowances for credit losses resulting from the inability of the Company’s customers to make required payments. Judgment is required in assessing the ultimate realization of these receivables, including consideration of the Company’s history of receivable write-offs, the level of past due accounts and the economic status of the Company’s customers. In an effort to identify adverse trends relative to customer economic status, the Company assesses the financial health of the markets it operates in and performs periodic credit evaluations of its customers and ongoing reviews of account balances and aging of receivables. Amounts are considered past due when payment has not been received within the time frame of the credit terms extended. Write-offs are charged directly against the allowance for credit losses and occur only after all collection efforts have been exhausted. The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected losses. At June 30, 2020 and December 31, 2019, the allowance for credit losses was $8,620 and $4,786, respectively.

In February 2016, the FASB issued ASU 2016-02, “Leases”.  The ASU requires that companies recognize assets and liabilities for the rights and obligations created by companies’ leases.  The Company’s lease portfolio is primarily comprised of store leases, manufacturing and distribution facility leases, warehouse leases and office leases.  Most of the leases are operating leases.  The Company’s finance leases are not material to its consolidated financial statements.

The Company adopted the new lease standard during the first quarter of 2019 and, to the extent required by the pronouncement, recognized a right of use asset and liability for its operating lease arrangements with terms of greater than twelve months. The

pronouncement had no impact on the Company’s consolidated statement of operations and comprehensive loss and it did not impact the Company’s compliance with its debt covenants.  Additionally, the standard requires companies to make certain annual disclosures, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

v3.20.2
Store Impairment and Restructuring Charges (Tables)
6 Months Ended
Jun. 30, 2020
Restructuring And Related Activities [Abstract]  
Store Impairment and Restructuring charges In conjunction with the store optimization program and store impairment, during the three and six months ended June 30, 2020 and 2019, the Company recorded the following charges:

 

 

Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

Inventory reserves

 

$

 

 

$

3,656

 

Operating lease asset impairment

 

 

181

 

 

 

940

 

Property, plant and equipment impairment

 

 

 

 

 

541

 

Labor and other costs incurred closing stores

 

 

983

 

 

 

3,753

 

Total

 

$

1,164

 

 

$

8,890

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Inventory reserves

 

$

11,696

 

 

$

21,285

 

Operating lease asset impairment

 

 

14,393

 

 

 

14,149

 

Property, plant and equipment impairment

 

 

2,065

 

 

 

4,680

 

Labor and other costs incurred closing stores

 

 

2,434

 

 

 

3,753

 

Severance

 

 

 

 

 

661

 

Total

 

$

30,588

 

 

$

44,528

 

 

v3.20.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Summary of Inventories

Inventories consisted of the following:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Finished goods

 

$

587,327

 

 

$

606,036

 

Raw materials

 

 

30,958

 

 

 

34,259

 

Work in process

 

 

16,729

 

 

 

18,124

 

 

 

$

635,014

 

 

$

658,419

 

v3.20.2
Changes in Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Changes in Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss consisted of the following:

 

 

 

Three Months Ended June 30, 2020

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at March 31, 2020

 

$

(49,635

)

 

$

1,688

 

 

$

(47,947

)

Other comprehensive income before reclassifications,

   net of tax

 

 

4,014

 

 

 

59

 

 

 

4,073

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of operations

   and comprehensive loss, net of income tax

 

 

 

 

 

25

 

 

 

25

 

Net current-period other comprehensive income

 

 

4,014

 

 

 

84

 

 

 

4,098

 

Balance at June 30, 2020

 

$

(45,621

)

 

$

1,772

 

 

$

(43,849

)

 

 

 

Three Months Ended June 30, 2019

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at March 31, 2019

 

$

(45,900

)

 

$

342

 

 

$

(45,558

)

Other comprehensive income (loss) before reclassifications

 

 

556

 

 

 

(3

)

 

 

553

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive loss, net of income tax

 

 

 

 

 

(211

)

 

 

(211

)

Net current-period other comprehensive income (loss)

 

 

556

 

 

 

(214

)

 

 

342

 

Balance at June 30, 2019

 

$

(45,344

)

 

$

128

 

 

$

(45,216

)

 

 

 

Six Months Ended June 30, 2020

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at December 31, 2019

 

$

(37,434

)

 

$

1,700

 

 

$

(35,734

)

Other comprehensive (loss) income before

   reclassifications, net of tax

 

 

(8,187

)

 

 

70

 

 

 

(8,117

)

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive loss, net of income tax

 

 

 

 

 

2

 

 

 

2

 

Net current-period other comprehensive (loss) income

 

 

(8,187

)

 

 

72

 

 

 

(8,115

)

Balance at June 30, 2020

 

$

(45,621

)

 

$

1,772

 

 

$

(43,849

)

 

 

 

Six Months Ended June 30, 2019

 

 

 

Foreign

Currency

Adjustments

 

 

Impact of

Foreign

Exchange

Contracts,

Net of Taxes

 

 

Total,

Net of Taxes

 

Balance at December 31, 2018

 

$

(50,056

)

 

$

855

 

 

$

(49,201

)

Other comprehensive income before

   reclassifications, net of income tax

 

 

4,712

 

 

 

60

 

 

 

4,772

 

Amounts reclassified from accumulated other comprehensive

   loss to the condensed consolidated statement of

   operations and comprehensive income, net of income tax

 

 

 

 

 

(787

)

 

 

(787

)

Net current-period other comprehensive income (loss)

 

 

4,712

 

 

 

(727

)

 

 

3,985

 

Balance at June 30, 2019

 

$

(45,344

)

 

$

128

 

 

$

(45,216

)

v3.20.2
Segment Information (Tables)
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Schedule of Company's Industry Segment Data The Company’s industry segment data for the three months ended June 30, 2020 and June 30, 2019 was as follows:

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Three Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

131,296

 

 

$

184,737

 

 

$

316,033

 

Royalties and franchise fees

 

 

 

 

 

1,045

 

 

 

1,045

 

Total revenues

 

 

131,296

 

 

 

185,782

 

 

 

317,078

 

Eliminations

 

 

(62,387

)

 

 

 

 

 

(62,387

)

Net revenues

 

$

68,909

 

 

$

185,782

 

 

$

254,691

 

Loss from operations

 

$

(55,892

)

 

$

(70,902

)

 

$

(126,794

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

25,412

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

1,484

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

$

(153,690

)

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

289,067

 

 

$

423,157

 

 

$

712,224

 

Royalties and franchise fees

 

 

 

 

 

2,189

 

 

 

2,189

 

Total revenues

 

 

289,067

 

 

 

425,346

 

 

 

714,413

 

Eliminations

 

 

(150,522

)

 

 

 

 

 

(150,522

)

Net revenues

 

$

138,545

 

 

$

425,346

 

 

$

563,891

 

Income from operations

 

$

60,297

 

 

$

37,188

 

 

$

97,485

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

30,176

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

3,342

 

Income before income taxes

 

 

 

 

 

 

 

 

 

$

63,967

 

 

The Company’s industry segment data for the six months ended June 30, 2020 and 2019 was as follows:

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Six Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

346,094

 

 

$

486,131

 

 

$

832,225

 

Royalties and franchise fees

 

 

 

 

 

2,627

 

 

 

2,627

 

Total revenues

 

 

346,094

 

 

 

488,758

 

 

 

834,852

 

Eliminations

 

 

(166,118

)

 

 

 

 

 

(166,118

)

Net revenues

 

$

179,976

 

 

$

488,758

 

 

$

668,734

 

Loss from operations

 

$

(219,440

)

 

$

(518,724

)

 

$

(738,164

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

50,532

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

7,160

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

$

(795,856

)

 

 

 

Wholesale

 

 

Retail

 

 

Consolidated

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

579,368

 

 

$

801,310

 

 

$

1,380,678

 

Royalties and franchise fees

 

 

 

 

 

4,203

 

 

 

4,203

 

Total revenues

 

 

579,368

 

 

 

805,513

 

 

 

1,384,881

 

Eliminations

 

 

(307,874

)

 

 

 

 

 

(307,874

)

Net revenues

 

$

271,494

 

 

$

805,513

 

 

$

1,077,007

 

Income from operations

 

$

62,520

 

 

$

24,668

 

 

$

87,188

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

59,433

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

4,596

 

Income before income taxes

 

 

 

 

 

 

 

 

 

$

23,159

 

 

v3.20.2
Derivative Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Schedule of Fair Values of Derivatives

The following table displays the fair values of the Company’s derivatives at June 30, 2020 and December 31, 2019:

 

 

 

Derivative Assets

 

 

Derivative Liabilities

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

 

Balance

Sheet

Line

 

Fair

Value

 

Foreign Exchange Contracts

 

(a) PP

 

$

70

 

 

(a) PP

 

$

 

 

(b) AE

 

$

35

 

 

(b) AE

 

$

 

 

(a)

PP = Prepaid expenses and other current assets

(b)

AE = Accrued expenses

Schedule of Notional Amounts of Derivatives

The following table displays the notional amounts of the Company’s derivatives at June 30, 2020 and December 31, 2019:

 

Derivative Instrument

 

June 30,

2020

 

 

December 31,

2019

 

Foreign Exchange Contracts

 

$

10,895

 

 

$

300

 

v3.20.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Summary of Carrying Amount and Fair Value

The carrying amounts and fair values of borrowings under the Term Loan Credit Agreement and the Company’s senior notes as of June 30, 2020 are as follows:

 

 

 

June 30, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Term Loan Credit Agreement

 

$

713,531

 

 

$

334,218

 

6.125% Senior Notes – due 2023

 

 

347,427

 

 

 

73,500

 

6.625% Senior Notes – due 2026

 

 

495,297

 

 

 

102,500

 

 

v3.20.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Loss Per Share

Basic and diluted loss per share is as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net (loss) income attributable to common shareholders of

   Party City Holdco Inc.

 

$

(130,015

)

 

$

48,074

 

 

$

(671,528

)

 

$

17,856

 

Weighted average shares - Basic

 

 

93,419,078

 

 

 

93,293,176

 

 

 

93,407,344

 

 

 

93,233,865

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

 

 

 

 

19,228

 

 

 

 

 

 

23,628

 

Stock options

 

 

 

 

 

391,142

 

 

 

 

 

 

534,270

 

Weighted average shares - Diluted

 

 

93,419,078

 

 

 

93,703,546

 

 

 

93,407,344

 

 

 

93,791,763

 

Net (loss) income per share attributable to common

   shareholders of Party City Holdco Inc. - Basic

 

$

(1.39

)

 

$

0.52

 

 

$

(7.19

)

 

$

0.19

 

Net (loss) income per share attributable to common

   shareholders of Party City Holdco Inc. - Diluted

 

$

(1.39

)

 

$

0.51

 

 

$

(7.19

)

 

$

0.19

 

 

v3.20.2
Current and Long-Term Obligations (Tables)
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Summary of Long-Term Obligations

Long-term obligations at June 30, 2020 and December 31, 2019 consisted of the following:

 

 

June 30,

2020

 

 

December 31,

2019

 

Term Loan Credit Agreement

 

$

713,789

 

 

$

718,596

 

6.125% Senior Notes – due 2023

 

 

347,427

 

 

 

347,015

 

6.625% Senior Notes – due 2026

 

 

495,297

 

 

 

494,910

 

Finance lease obligations

 

 

14,873

 

 

 

14,990

 

Total long-term obligations

 

 

1,571,386

 

 

 

1,575,511

 

Less: current portion

 

 

(13,810

)

 

 

(71,524

)

Long-term obligations, excluding current portion

 

$

1,557,576

 

 

$

1,503,987

 

 

v3.20.2
Revenue from Contracts with Customers (Tables)
6 Months Ended
Jun. 30, 2020
Revenue From Contract With Customer [Abstract]  
Summary of Revenue from Contracts with Customers

The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Retail Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North American Party City Stores

 

$

147,729

 

 

$

387,308

 

 

$

407,607

 

 

$

733,448

 

Global E-commerce

 

 

33,675

 

 

 

35,364

 

 

 

63,428

 

 

 

67,172

 

Other

 

 

3,333

 

 

 

485

 

 

 

15,096

 

 

 

690

 

Total Retail Net Sales

 

$

184,737

 

 

$

423,157

 

 

$

486,131

 

 

$

801,310

 

Royalties and Franchise Fees

 

 

1,045

 

 

 

2,189

 

 

 

2,627

 

 

 

4,203

 

Total Retail Revenue

 

$

185,782

 

 

$

425,346

 

 

$

488,758

 

 

$

805,513

 

Wholesale Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

39,121

 

 

$

74,766

 

 

$

97,875

 

 

$

148,587

 

International

 

 

29,788

 

 

 

63,779

 

 

 

82,101

 

 

 

122,907

 

Total Wholesale Net Sales

 

$

68,909

 

 

$

138,545

 

 

$

179,976

 

 

$

271,494

 

Total Consolidated Revenue

 

$

254,691

 

 

$

563,891

 

 

$

668,734

 

 

$

1,077,007

 

v3.20.2
Description of Business- Additional Information (Detail) - Store
6 Months Ended
Jun. 30, 2020
Jun. 12, 2020
Basis Of Presentation [Line Items]    
Percentage of stores reopened   85.00%
PC Nextco [Member]    
Basis Of Presentation [Line Items]    
Ownership percentage 100.00%  
PC Intermediate [Member]    
Basis Of Presentation [Line Items]    
Ownership percentage 100.00%  
Party City Holdings Inc [Member]    
Basis Of Presentation [Line Items]    
Ownership percentage 100.00%  
United States and Canada [Member]    
Basis Of Presentation [Line Items]    
Number stores 854  
v3.20.2
Basis of Presentation and Recently Issued Accounting Pronouncements - Additional Information (Detail) - USD ($)
$ in Thousands
Jan. 01, 2019
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Significant Accounting Policies [Line Items]              
Increase (decrease) in retained earnings   $ (137,016) $ (19,626) $ 529,721 $ 1,069,087 $ 1,019,155 $ 1,043,621
Increased Additional Paid In Capital $ 662            
Increased Deferred Income Tax Asset 159            
Allowance for credit losses   8,620   4,786      
Retained Earnings [Member]              
Significant Accounting Policies [Line Items]              
Increase (decrease) in retained earnings   $ (708,747) $ (578,732) $ (37,219) $ 513,130 $ 465,056 495,777
Cumulative Effect of Change in Accounting Principle, Net [Member]              
Significant Accounting Policies [Line Items]              
Increase (decrease) in retained earnings             159
Cumulative Effect of Change in Accounting Principle, Net [Member] | Retained Earnings [Member]              
Significant Accounting Policies [Line Items]              
Increase (decrease) in retained earnings             $ (503)
ASU 2018-13 [Member]              
Significant Accounting Policies [Line Items]              
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Adoption Date   Jan. 01, 2020          
ASU 2018-07 [Member]              
Significant Accounting Policies [Line Items]              
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true          
ASU 2018-07 [Member] | Cumulative Effect of Change in Accounting Principle, Net [Member] | Retained Earnings [Member]              
Significant Accounting Policies [Line Items]              
Increase (decrease) in retained earnings $ (503)            
ASU 2017-12 [Member]              
Significant Accounting Policies [Line Items]              
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]   true          
ASU 2017-04 [Member]              
Significant Accounting Policies [Line Items]              
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]   true          
ASU 2016-13 [Member]              
Significant Accounting Policies [Line Items]              
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Adoption Date   Jan. 01, 2020          
ASU 2016-02 [Member]              
Significant Accounting Policies [Line Items]              
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true          
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]   true          
v3.20.2
Store Impairment and Restructuring Charges - Additional Information (Detail) - Store
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2020
Mar. 31, 2020
Jun. 30, 2020
Dec. 31, 2019
Restructuring And Related Activities [Abstract]        
Number of stores identified for closure   21 21 55
Number of stores closed 20     35
v3.20.2
Store Impairment and Restructuring Charges (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Total $ 1,164 $ 8,890 $ 30,588 $ 44,528
Cost of Sales [Member]        
Inventory reserves   3,656 11,696 21,285
Restructuring Charges [Member]        
Operating lease asset impairment 181 940 14,393 14,149
Property, plant and equipment impairment   541 2,065 4,680
Labor and other costs incurred closing stores $ 983 $ 3,753 $ 2,434 3,753
Severance       $ 661
v3.20.2
Goodwill and Intangibles Impairment - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Impairment charge on goodwill and other intangible assets $ 0   $ 0 $ 536,648,000 $ 0  
Party City Holdings Inc [Member]            
Impairment charge on intangible asset 0 $ 131,287,000       $ 0
Halloween City Trade Name [Member]            
Impairment charge on intangible asset $ 0 3,925,000       $ 6,575,000
Retail [Member] | Operating Segments [Member]            
Goodwill, impairment loss   253,110,000        
Wholesale [Member] | Operating Segments [Member]            
Goodwill, impairment loss   $ 148,326,000        
v3.20.2
Sale/Leaseback Transaction - Additional Information (Detail) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2019
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Aggregate sale price $ 128,000 $ 128,000   $ 128,000  
Gain on the sale net   $ 58,381   $ 58,381 $ 58,381
Lease agreement term     Under the terms of the lease agreements, the Company pays total rent of $8,320 during the first year and the annual rent will increase by 2% thereafter.    
Total rent payment     $ 8,320    
Long-term debt and lease obligations     1,571,386   1,575,511
Term Loan Credit Agreement [Member]          
Proceeds from the sale (net of costs) 125,864        
Repayment of Term debt Loan $ 62,770        
Finance Lease Obligations [Member]          
Long-term debt and lease obligations     14,873   14,990
Los Lunas New Mexico facility financing [Member] | Finance Lease Obligations [Member]          
Long-term debt and lease obligations     $ 11,898   $ 11,990
v3.20.2
Disposition of Assets - Additional Information (Detail) - Canadian Based Retailer [Member] - USD ($)
$ in Thousands
6 Months Ended
Oct. 01, 2019
Jun. 30, 2020
Sale of stores $ 131,711  
Supply agreement term   10 years
v3.20.2
Inventories - Summary of Inventories (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Finished goods $ 587,327 $ 606,036
Raw materials 30,958 34,259
Work in process 16,729 18,124
Inventories, net $ 635,014 $ 658,419
v3.20.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Trillions
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2017
Mar. 27, 2020
Income Tax Disclosure [Abstract]      
CARES Act of 2020 aid     $ 2
U.S. corporate statutory income tax rate 21.00% 35.00%  
U.S. corporate income tax rate 15.60%    
v3.20.2
Changes in Accumulated Other Comprehensive Loss - Changes in Accumulated and Other Comprehensive Loss (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance     $ 529,745  
Ending balance $ (136,810)   (136,810)  
Foreign Currency Adjustments [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance (49,635) $ (45,900) (37,434) $ (50,056)
Other comprehensive income (loss) before reclassifications, net of income tax 4,014 556 (8,187) 4,712
Net current-period other comprehensive (loss) income 4,014 556 (8,187) 4,712
Ending balance (45,621) (45,344) (45,621) (45,344)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance 1,688 342 1,700 855
Other comprehensive income (loss) before reclassifications, net of income tax 59 (3) 70 60
Amounts reclassified from accumulated other comprehensive loss to the condensed consolidated statement of operations and comprehensive loss, net of income tax 25 (211) 2 (787)
Net current-period other comprehensive (loss) income 84 (214) 72 (727)
Ending balance 1,772 128 1,772 128
Accumulated Other Comprehensive Loss [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance (47,947) (45,558) (35,734) (49,201)
Other comprehensive income (loss) before reclassifications, net of income tax 4,073 553 (8,117) 4,772
Amounts reclassified from accumulated other comprehensive loss to the condensed consolidated statement of operations and comprehensive loss, net of income tax 25 (211) 2 (787)
Net current-period other comprehensive (loss) income 4,098 342 (8,115) 3,985
Ending balance $ (43,849) $ (45,216) $ (43,849) $ (45,216)
v3.20.2
Capital Stock - Additional Information (Detail)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
$ / shares
shares
Equity [Abstract]  
Authorized capital stock 300,000,000
Common stock, par value | $ / shares $ 0.01
Preferred stock, par value | $ / shares $ 0.01
Authorized preferred stock 15,000,000
Performance options outstanding 2,539,600
Average grant date fair value | $ / shares $ 3.09
Performance-based options vested 0
Compensation expense | $ $ 7,847
v3.20.2
Segment Information - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
USD ($)
Mar. 31, 2020
Store
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
Store
Segment
Jun. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Store
Segment Reporting [Abstract]            
Number of business segments | Segment       2    
Number of stores identified for closure | Store   21   21   55
Store impairment and restructuring charges $ 1,164   $ 8,890 $ 30,588 $ 44,528  
Aggregate sale price     128,000   128,000  
Gain on the sale net     $ 58,381   $ 58,381 $ 58,381
v3.20.2
Segment Information - Schedule of Company's Industry Segment Data (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenues:        
Total revenues $ 254,691 $ 563,891 $ 668,734 $ 1,077,007
Income (loss) from operations (126,794) 97,485 (738,164) 87,188
Interest expense, net 25,412 30,176 50,532 59,433
Other expense, net 1,484 3,342 7,160 4,596
Income (loss) before income taxes (153,690) 63,967 (795,856) 23,159
Operating Segments [Member]        
Revenues:        
Total revenues 317,078 714,413 834,852 1,384,881
Eliminations [Member]        
Revenues:        
Total revenues (62,387) (150,522) (166,118) (307,874)
Net Sales [Member]        
Revenues:        
Revenues 253,646 561,702 666,107 1,072,804
Net Sales [Member] | Operating Segments [Member]        
Revenues:        
Revenues 316,033 712,224 832,225 1,380,678
Royalties and Franchise Fees [Member]        
Revenues:        
Revenues 1,045 2,189 2,627 4,203
Royalties and Franchise Fees [Member] | Operating Segments [Member]        
Revenues:        
Revenues 1,045 2,189 2,627 4,203
Wholesale [Member]        
Revenues:        
Total revenues 68,909 138,545 179,976 271,494
Income (loss) from operations (55,892) 60,297 (219,440) 62,520
Wholesale [Member] | Operating Segments [Member]        
Revenues:        
Total revenues 131,296 289,067 346,094 579,368
Wholesale [Member] | Eliminations [Member]        
Revenues:        
Total revenues (62,387) (150,522) (166,118) (307,874)
Wholesale [Member] | Net Sales [Member] | Operating Segments [Member]        
Revenues:        
Revenues 131,296 289,067 346,094 579,368
Retail [Member]        
Revenues:        
Total revenues 185,782 425,346 488,758 805,513
Income (loss) from operations (70,902) 37,188 (518,724) 24,668
Retail [Member] | Operating Segments [Member]        
Revenues:        
Total revenues 185,782 425,346 488,758 805,513
Retail [Member] | Net Sales [Member] | Operating Segments [Member]        
Revenues:        
Revenues 184,737 423,157 486,131 801,310
Retail [Member] | Royalties and Franchise Fees [Member] | Operating Segments [Member]        
Revenues:        
Revenues $ 1,045 $ 2,189 $ 2,627 $ 4,203
v3.20.2
Derivative Financial Instruments - Additional Information (Detail) - Foreign Exchange Risk Management [Member]
6 Months Ended
Jun. 30, 2020
Derivative [Line Items]  
Hedging effectiveness 100.00%
Maximum [Member]  
Derivative [Line Items]  
Foreign exchange forward contracts maturity 1 year
v3.20.2
Derivative Financial Instruments - Schedule of Fair Values of Derivatives (Detail) - Foreign Exchange Contracts [Member]
$ in Thousands
Jun. 30, 2020
USD ($)
Prepaid Expenses and Other Current Assets [Member]  
Derivatives Fair Value [Line Items]  
Derivative Assets $ 70
Accrued Expenses [Member]  
Derivatives Fair Value [Line Items]  
Derivative Liabilities $ 35
v3.20.2
Derivative Financial Instruments - Schedule of Notional Amounts of Derivatives (Detail) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Foreign Exchange Contracts [Member]    
Derivatives Fair Value [Line Items]    
Notional amounts $ 10,895,000 $ 300,000
v3.20.2
Fair Value Measurements - Additional Information (Detail)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Option on Securities [Member]  
Debt Instrument [Line Items]  
Derivative assets wrote off cost $ 2,169
Punchbowl Inc [Member]  
Debt Instrument [Line Items]  
Equity method investment, ownership percentage 28.00%
v3.20.2
Fair Value Measurements - Summary of Carrying Amount and Fair Value (Detail)
$ in Thousands
Jun. 30, 2020
USD ($)
Term Loan Credit Agreement [Member] | Secured Debt [Member]  
Debt Instrument [Line Items]  
Debt Instrument Carrying Amount $ 713,531
Debt Instrument Fair Value 334,218
6.125% Senior Notes - due 2023 [Member] | Senior Notes [Member]  
Debt Instrument [Line Items]  
Debt Instrument Carrying Amount 347,427
Debt Instrument Fair Value 73,500
6.625% Senior Notes - due 2026 [Member] | Senior Notes [Member]  
Debt Instrument [Line Items]  
Debt Instrument Carrying Amount 495,297
Debt Instrument Fair Value $ 102,500
v3.20.2
Earnings Per Share - Schedule of Basic and Diluted Loss Per Share (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]        
Net (loss) income attributable to common shareholders of Party City Holdco Inc. $ (130,015) $ 48,074 $ (671,528) $ 17,856
Weighted average shares - Basic 93,419,078 93,293,176 93,407,344 93,233,865
Effect of dilutive securities:        
Warrants 0 0 0 0
Restricted stock units 0 19,228 0 23,628
Stock options 0 391,142 0 534,270
Weighted average shares - Diluted 93,419,078 93,703,546 93,407,344 93,791,763
Net (loss) income per share attributable to common shareholders of Party City Holdco Inc.–Basic $ (1.39) $ 0.52 $ (7.19) $ 0.19
Net (loss) income per share attributable to common shareholders of Party City Holdco Inc.–Diluted $ (1.39) $ 0.51 $ (7.19) $ 0.19
v3.20.2
Earnings Per share - Additional Information (Detail) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Employee Stock Option [Member]        
Disclosure Of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of earnings per share 3,613,482 2,118,443 3,613,482 2,118,443
Warrant [Member]        
Disclosure Of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of earnings per share 1,000,000 596,000 1,000,000 596,000
Restricted Stock Units (RSUs) [Member]        
Disclosure Of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of earnings per share 413,968 199,978 413,968 199,978
v3.20.2
Current and Long-Term Obligations - Additional Information (Detail) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Apr. 25, 2019
Mar. 31, 2019
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum Borrowing Capacity     $ 640,000
US Treasury Funds [Member]      
Debt Instrument [Line Items]      
Short term investment $ 119,600    
Asset Based Revolving Credit Facility [Member]      
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum Borrowing Capacity   $ 640,000 540,000
Debt instrument maturity, year and month 2023-08    
Letters Of Credit, Maximum Outstanding     $ 50,000
Line of credit drew down $ 269,900    
Line of credit availability $ 136,100    
v3.20.2
Current and Long-Term Obligations - Summary of Long-Term Obligations (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Total long-term obligations $ 1,571,386 $ 1,575,511
Less: current portion (13,810) (71,524)
Long-term obligations, excluding current portion 1,557,576 1,503,987
6.125% Senior Notes due 2023 [Member]    
Debt Instrument [Line Items]    
Total long-term obligations 347,427 347,015
6.625% Senior Notes due 2026 [Member]    
Debt Instrument [Line Items]    
Total long-term obligations 495,297 494,910
Finance lease obligations [Member]    
Debt Instrument [Line Items]    
Total long-term obligations 14,873 14,990
Term Loan Credit Agreement [Member] | Senior Secured Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Total long-term obligations $ 713,789 $ 718,596
v3.20.2
Current and Long-Term Obligations - Summary of Long-Term Obligations (Parenthetical) (Detail)
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
6.125% Senior Notes due 2023 [Member]    
Debt Instrument [Line Items]    
Notes issued rate 6.125% 6.125%
Debt instrument maturity period 2023 2023
6.625% Senior Notes due 2026 [Member]    
Debt Instrument [Line Items]    
Notes issued rate 6.625% 6.625%
Debt instrument maturity period 2026 2026
v3.20.2
Revenue from Contracts with Customers - Summary of Revenue from Contracts with Customers (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Disaggregation of Revenue [Line Items]        
Total revenues $ 254,691 $ 563,891 $ 668,734 $ 1,077,007
Retail Segment [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 185,782 425,346 488,758 805,513
Wholesale Segment [Member]        
Disaggregation of Revenue [Line Items]        
Total revenues 68,909 138,545 179,976 271,494
Global E-commerce [Member] | Retail Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 33,675 35,364 63,428 67,172
Other Retail Segment Store [Member] | Retail Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 3,333 485 15,096 690
Net Sales [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 253,646 561,702 666,107 1,072,804
Net Sales [Member] | Retail Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 184,737 423,157 486,131 801,310
Royalties and Franchise Fees [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 1,045 2,189 2,627 4,203
Royalties and Franchise Fees [Member] | Retail Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 1,045 2,189 2,627 4,203
North America [Member] | Party City Stores [Member] | Retail Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 147,729 387,308 407,607 733,448
Domestic [Member] | Wholesale Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales 39,121 74,766 97,875 148,587
International [Member] | Wholesale Segment [Member]        
Disaggregation of Revenue [Line Items]        
Net Sales $ 29,788 $ 63,779 $ 82,101 $ 122,907
v3.20.2
Cash, Cash Equivalents and Restricted Cash - Additional Information (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Restricted Cash And Cash Equivalents Items [Line Items]    
Cash and cash equivalents $ 154,133 $ 34,917
Prepaid Expenses and Other Current Assets [Member]    
Restricted Cash And Cash Equivalents Items [Line Items]    
Restricted cash $ 18 $ 259
v3.20.2
Kazzam, LLC - Additional Information (Detail) - Kazzam LLC [Member] - shares
Mar. 23, 2020
Dec. 31, 2019
Schedule Of Equity Method Investments [Line Items]    
Equity method investment, ownership percentage   26.00%
Number of years for royalty on net service revenue 3 years  
Maximum [Member]    
Schedule Of Equity Method Investments [Line Items]    
Warrant to purchase common stock 1,000,000  
v3.20.2
Subsequent Events - Additional information (Detail)
6 Months Ended 12 Months Ended
Jul. 30, 2020
USD ($)
BasisPoint
$ / shares
shares
Jul. 18, 2020
$ / shares
shares
Jul. 10, 2020
shares
Jun. 30, 2020
$ / shares
Dec. 31, 2019
Common stock, par value | $ / shares       $ 0.01  
6.125% Senior Notes due 2023 [Member]          
Notes issued rate       6.125% 6.125%
Debt instrument maturity period       2023 2023
6.625% Senior Notes due 2026 [Member]          
Notes issued rate       6.625% 6.625%
Debt instrument maturity period       2026 2026
Subsequent Event [Member] | 2012 Omnibus Equity Incentive Plan [Member]          
Authorized capital stock | shares     1,600,000    
Subsequent Event [Member] | 2012 Omnibus Equity Incentive Plan [Member] | Performance-based Restricted Stock Units [Member]          
Share-based Compensation, shares granted | shares   6,448,276      
Subsequent Event [Member] | 2012 Omnibus Equity Incentive Plan [Member] | Vest in Quarter One [Member] | Performance-based Restricted Stock Units [Member]          
Share-based Compensation weighted average of the fair market value per share of the common Stock | $ / shares   $ 2.50      
Subsequent Event [Member] | 2012 Omnibus Equity Incentive Plan [Member] | Vest in Quarter Two [Member] | Performance-based Restricted Stock Units [Member]          
Share-based Compensation weighted average of the fair market value per share of the common Stock | $ / shares   5.00      
Subsequent Event [Member] | 2012 Omnibus Equity Incentive Plan [Member] | Vest in Quarter Three [Member] | Performance-based Restricted Stock Units [Member]          
Share-based Compensation weighted average of the fair market value per share of the common Stock | $ / shares   7.50      
Subsequent Event [Member] | 2012 Omnibus Equity Incentive Plan [Member] | Vest in Quarter Four [Member] | Performance-based Restricted Stock Units [Member]          
Share-based Compensation weighted average of the fair market value per share of the common Stock | $ / shares   $ 10.00      
Subsequent Event [Member] | Asset Based Revolving Credit Facility [Member]          
Outstanding aggregate principal amount, prepaid $ 44,000,000.00        
Subsequent Event [Member] | Refinancing Transactions [Member]          
Common stock issued | shares 15,942,551        
Common stock, par value | $ / shares $ 0.01        
Subsequent Event [Member] | Refinancing Transactions [Member] | 6.125% Senior Notes due 2023 [Member]          
Aggregate principal amount $ 327,076,000,000.00        
Notes issued rate 6.125%        
Debt instrument maturity period 2023        
Subsequent Event [Member] | Refinancing Transactions [Member] | 6.625% Senior Notes due 2026 [Member]          
Aggregate principal amount $ 392,746,000,000.00        
Notes issued rate 6.625%        
Debt instrument maturity period 2026        
Subsequent Event [Member] | Refinancing Transactions [Member] | Senior Secured First Lien Floating Rate Notes Due 2025 [Member]          
Aggregate principal amount $ 156,669,177,000.00        
Debt instrument maturity period 2025        
Subsequent Event [Member] | Refinancing Transactions [Member] | 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 [Member]          
Aggregate principal amount $ 84,686,977,000.00        
Notes issued rate 10.00%        
Debt instrument maturity period 2026        
Subsequent Event [Member] | Refinancing Transactions [Member] | 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 [Member]          
Aggregate principal amount $ 110,000,000,000.00        
Notes issued rate 15.00%        
Debt instrument maturity period 2025        
Subsequent Event [Member] | Refinancing Transactions [Member] | First Lien Party City Notes [Member]          
Aggregate principal amount $ 5,000,000,000        
Subsequent Event [Member] | Refinancing Transactions [Member] | First Lien Party City Notes Mature on July 15, 2025 [Member]          
Aggregate principal amount $ 161,669,177,000.00        
Debt instrument maturity date Jul. 15, 2025        
Subsequent Event [Member] | Refinancing Transactions [Member] | First Lien Party City Notes Mature on July 15, 2025 [Member] | LIBOR [Member]          
Debt instrument, description of variable rate basis Interest on the First Lien Party City Notes accrues from the Settlement Date at a floating rate equal to the 6-month London Inter-Bank Offered Rate plus 500 basis points (with a floor of 75 basis points) per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2021.        
Debt instrument, offered rate plus basis points | BasisPoint 500        
Debt instrument, floor basis points | BasisPoint 75        
Debt instrument, frequency of periodic payment semi-annually        
Subsequent Event [Member] | Refinancing Transactions [Member] | First Lien Party Anagram Notes Mature on August 15, 2025 [Member]          
Aggregate principal amount $ 110,000,000,000.00        
Debt instrument maturity date Aug. 15, 2025        
Debt instrument, description of variable rate basis Interest on the First Lien Anagram Notes accrues from the Settlement Date at (i) a rate of 10.00% per annum, payable in cash; and (ii) a rate of 5.00% per annum payable by increasing the principal amount of the outstanding First Lien Anagram Notes or issuing additional First Lien Anagram Notes, as the case may be, in each case payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021.        
Debt instrument, frequency of periodic payment semi-annually        
Debt instrument, interest rate payable in cash 10.00%        
Debt instrument, interest rate payable on incremental principal 5.00%        
Subsequent Event [Member] | Refinancing Transactions [Member] | Second Lien Party Anagram Notes Mature on August 15, 2026 [Member]          
Aggregate principal amount $ 84,686,977,000.00        
Debt instrument maturity date Aug. 15, 2026        
Debt instrument, description of variable rate basis Interest on the Second Lien Anagram Notes accrues from the Settlement Date at (i) a rate of 5.00% per annum, payable, at the Anagram Issuers’ option, entirely in cash or entirely by increasing the principal amount of the outstanding Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes, as the case may be; and (ii) a rate of 5.00% per annum payable by increasing the principal amount of the outstanding Second Lien Anagram Notes or issuing additional Second Lien Anagram Notes, as the case may be, in each case payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021        
Debt instrument, frequency of periodic payment semi-annually        
Debt instrument, interest rate payable in cash 5.00%        
Debt instrument, interest rate payable on incremental principal 5.00%