Party City Holdco Inc. - Quarter Report: 2022 June (Form 10-Q)

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, 2022


☐	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:

(914) 345-2020

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 21, 2022, 112,995,932 shares of the Registrant’s common stock were outstanding.

PARTY CITY HOLDCO INC.

Form 10-Q

June 30, 2022

TABLE OF CONTENTS


		Page

PART I

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at June 30, 2022, December 31, 2021 and June 30, 2021		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and June 30, 2021		5

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended June30, 2022 and June 30, 2021		6

Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended June30, 2022 and June 30, 2021		7
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and June 30, 2021		8

Notes to Condensed Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures about Market Risk		28

Item 4. Controls and Procedures		28

PART II

Item 1. Legal Proceedings		29

Item 1A. Risk Factors		29

Item 6. Exhibits		30

Signature		31

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	June 30, 2022			December 31, 2021			June 30, 2021
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,237		$	47,914		$	84,452
Accounts receivable, net		93,445			93,301			86,745
Inventories, net		676,731			443,295			426,128
Prepaid expenses and other current assets		239,865			57,656			68,363
Income tax receivable		1,499			56,317			55,421
Total current assets		1,050,777			698,483			721,109
Property, plant and equipment, net		240,480			221,870			218,532
Operating lease asset		716,572			693,875			684,802
Goodwill		664,269			664,296			660,597
Trade names		383,749			383,737			383,761
Other intangible assets, net		20,916			23,687			27,825
Other assets, net		26,931			25,952			26,193
Total assets	$	3,103,694		$	2,711,900		$	2,722,819
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Loans and notes payable	$	231,911		$	84,181		$	99,933
Accounts payable		275,316			161,736			129,802
Accrued expenses		181,671			195,531			190,347
Current portion of operating lease liability		116,816			116,437			136,749
Income taxes payable		9,656			10,801			2,537
Current portion of long-term obligations		920			1,373			1,265
Total current liabilities		816,290			570,059			560,633
Long-term obligations, excluding current portion		1,347,322			1,351,189			1,358,916
Long-term portion of operating lease liability		677,016			655,875			625,157
Deferred income tax liabilities, net		21,138			29,195			37,052
Other long-term liabilities		21,952			22,868			33,288
Total liabilities		2,883,718			2,629,186			2,615,046
Commitments and contingencies
Stockholders’ equity:
Common stock (112,990,705, 112,170,944 and 111,476,496 shares outstanding and 125,498,610, 124,157,500 and 122,790,983 shares issued at June 30, 2022, December 31, 2021, and June 30, 2021, respectively)		1,384			1,384			1,383
Additional paid-in capital		986,307			982,307			978,167
Accumulated deficit		(436,701	)		(571,985	)		(549,693	)
Accumulated other comprehensive income		3,124			3,541			6,096
Total Party City Holdco Inc. stockholders’ equity before common stock held in treasury		554,114			415,247			435,953
Less: Common stock held in treasury, at cost (12,507,905, 11,986,556 and 11,314,487 shares at June 30, 2022, December 31, 2021, and June 30, 2021, respectively)		(334,138	)		(332,533	)		(327,394	)


Total Party City Holdco Inc. stockholders’ equity		219,976		82,714		108,559
Noncontrolling interests		—		—		(786	)
Total stockholders’ equity		219,976		82,714		107,773
Total liabilities and stockholders’ equity	$	3,103,694	$	2,711,900	$	2,722,819

See accompanying notes to unaudited condensed consolidated financial statements.

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net sales	$	527,449		$	535,746		$	960,425		$	962,553
Cost of sales		349,477			318,574			644,445			593,095
Gross profit		177,972			217,172			315,980			369,458
Selling, general and administrative expenses**		167,306			155,336			325,366			304,357
Loss on disposal of assets in international operations		—			—			—			3,211
Income (loss) from operations		10,666			61,836			(9,386	)		61,890
Interest expense, net		24,184			23,116			47,579			40,330
Other (income), net		(1,800	)		(1,300	)		(2,003	)		(873	)
(Loss) income before income taxes		(11,718	)		40,020			(54,962	)		22,433
Income tax (benefit) expense		(173,891	)		10,209			(190,246	)		6,740
Net income		162,173			29,811			135,284			15,693
Less: Net income attributable to noncontrolling interests		—			—			—			(54	)
Net income attributable to common shareholders of Party City Holdco Inc.	$	162,173		$	29,811		$	135,284		$	15,747
Net income per share attributable to common shareholders of Party City Holdco Inc. – Basic	$	1.44		$	0.27		$	1.20		$	0.14
Net income per share attributable to common shareholders of Party City Holdco Inc. – Diluted	$	1.42		$	0.26		$	1.18		$	0.14
Weighted-average number of common shares – Basic		112,632,860			111,340,295			112,519,950			111,128,822
Weighted-average number of common shares – Diluted		114,604,275			116,251,151			115,115,172			115,499,304
Dividends declared per share	$	—		$	—		$	—		$	—
Comprehensive income	$	160,827		$	30,761		$	134,890		$	51,742
Less: Comprehensive income attributable to noncontrolling interests		—			—			—			(30	)
Comprehensive income attributable to common shareholders of Party City Holdco Inc.	$	160,827		$	30,761		$	134,890		$	51,772
** Consists of wholesale selling expenses, retail operating expenses, art and development costs and general and administrative expenses, which were reported separately in the prior year. 2022 amounts include impairment charges.

See accompanying notes to unaudited condensed consolidated financial statements.

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, 2022	$	1,384	$	984,060	$	(598,874	)	$	4,473		$	391,043		$	(333,286	)	$	57,757		$	—	$	57,757
Net income		—		—		162,173			—			162,173			—			162,173			—		162,173
Stock-based compensation**		—		2,244		—			—			2,244			—			2,244			—		2,244
Treasury Stock purchases		—		—		—			—			—			(852	)		(852	)		—		(852	)
Exercise of stock options		—		—		—			—			—			—			—			—		—
Foreign currency adjustments		—		3		—			(1,349	)		(1,346	)		—			(1,346	)		—		(1,346	)
Balance at June 30, 2022	$	1,384	$	986,307	$	(436,701	)	$	3,124		$	554,114		$	(334,138	)	$	219,976		$	—	$	219,976


	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, 2021	$	1,383	$	976,037	$	(579,486	)	$	5,134	$	403,068	$	(327,388	)	$	75,680		$	(786	)	$	74,894
Net income		—		—		29,811			—		29,811		—			29,811			—			29,811
Stock-based compensation**		—		1,657		—			—		1,657		—			1,657			—			1,657
Treasury Stock purchases		—		—		—			—		—		(6	)		(6	)		—			(6	)
Exercise of stock options		—		467		—			—		467		—			467			—			467
Foreign currency adjustments		—		6		(18	)		962		950		—			950			—			950
Balance at June 30, 2021	$	1,383	$	978,167	$	(549,693	)	$	6,096	$	435,953	$	(327,394	)	$	108,559		$	(786	)	$	107,773

** Stock-based compensation consists of stock-option expense – time-based, restricted stock units – time-based, restricted stock units – performance-based and directors – non-cash compensation, which were shown separately in prior years.

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)


	Common Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			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, 2021	$	1,384	$	982,307	$	(571,985	)	$	3,541		$	415,247		$	(332,533	)	$	82,714		$	—	$	82,714
Net income		—		—		135,284			—			135,284			—			135,284			—		135,284
Stock-based compensation**		—		3,977		—			—			3,977			—			3,977			—		3,977
Treasury stock purchases		—		—		—			—			—			(1,605	)		(1,605	)		—		(1,605	)
Foreign currency adjustments		—		23		—			(417	)		(394	)		—			(394	)		—		(394	)
Balance at June 30, 2022	$	1,384	$	986,307	$	(436,701	)	$	3,124		$	554,114		$	(334,138	)	$	219,976		$	—	$	219,976


	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, 2020	$	1,373	$	971,972		$	(565,457	)	$	(29,916	)	$	377,972		$	(327,182	)	$	50,790		$	(269	)	$	50,521
Net income		—		—			15,747			—			15,747			—			15,747			(54	)		15,693
Stock-based compensation**		—		2,887			—			—			2,887			—			2,887			—			2,887
Warrant exercise (see Note 15 - Kazzam, LLC)		4		(4	)		—			—			—			—			—			—			—
Disposed non-controlling interest		—		—			—			—			—			—			—			(487	)		(487	)
Treasury stock purchases		—		—			—			—			—			(212	)		(212	)		—			(212	)
Exercise of stock options		6		3,316			—			—			3,322			—			3,322			—			3,322
Foreign currency adjustments		—		(4	)		17			37,360			37,373			—			37,373			24			37,397
Impact of foreign exchange contracts, net		—		—			—			(1,348	)		(1,348	)		—			(1,348	)		—			(1,348	)
Balance at June 30, 2021	$	1,383	$	978,167		$	(549,693	)	$	6,096		$	435,953		$	(327,394	)	$	108,559		$	(786	)	$	107,773

** Stock-based compensation consists of stock-option expense – time-based, restricted stock units – time-based, restricted stock units – performance-based and directors – non-cash compensation, which were shown separately in prior years.

See accompanying notes to unaudited condensed consolidated financial statements.

PARTY CITY HOLDCO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2022			2021
Cash flows (used in) provided by operating activities:
Net income	$	135,284		$	15,693
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization expense		31,606			34,860
Amortization of deferred financing costs and original issuance discounts		2,566			1,937
Provision for doubtful accounts		21			1,171
Deferred income tax (benefit) expense		(8,061	)		2,622
Change in operating lease liability/asset		(7,308	)		(52,315	)
Undistributed income in equity method investments		(1,376	)		(211	)
Loss on disposal of assets		203			109
Loss on disposal of assets in international operations		—			3,211
Long-lived assets impairment		9,983			—
Stock-based compensation**		3,977			2,887
Loss on debt refinancing		—			226
Changes in operating assets and liabilities:
Increase in accounts receivable		(154	)		(2,395	)
Increase in inventories		(234,939	)		(15,191	)
Increase in prepaid expenses and other current assets		(127,273	)		(31,055	)
Increase in accounts payable, accrued expenses and income taxes payable		96,338			52,228
Net cash (used in) provided by operating activities		(99,133	)		13,777
Cash flows (used in) investing activities:
Cash paid in connection with acquisitions, net of cash acquired		(7	)		—
Capital expenditures		(51,094	)		(40,452	)
Proceeds from disposal of property and equipment		1,622			—
Proceeds from sale of international operations, net of cash disposed		—			20,556
Net cash (used in) investing activities		(49,479	)		(19,896	)
Cash flows provided by (used in) financing activities:
Repayment of loans, notes payable and long-term obligations		(25,892	)		(836,435	)
Proceeds from loans, notes payable and long-term obligations		167,444			794,750
Treasury stock purchases		(1,605	)		(212	)
Exercise of stock options		—			3,322
Debt issuance costs		—			(21,437	)
Net cash provided by (used in) financing activities		139,947			(60,012	)
Effect of exchange rate changes on cash and cash equivalents		(12	)		274
Net (decrease) in cash and cash equivalents and restricted cash		(8,677	)		(65,857	)
Change in cash classified within current assets held for sale		—			31,628
Cash and cash equivalents and restricted cash at beginning of period*		48,914			119,681
Cash and cash equivalents and restricted cash at end of period*	$	40,237		$	85,452
Supplemental disclosure of cash flow information:
Cash paid during the period for interest expense	$	42,501		$	16,594
Cash (received) paid during the period for income taxes, net of refunds	$	(50,994	)	$	3,411

*Includes $1,000 of restricted cash at June 30, 2022 and December 31, 2021 and June 30, 2021. The Company records restricted cash in Other assets, net as presented in the consolidated balance sheets at June 30, 2022, December 31, 2021 and June 30, 2021.
** Stock-based compensation consists of stock-option expense – time-based, restricted stock units – time-based, restricted stock units – performance-based and directors – non-cash compensation, which were shown separately in prior years.

See accompanying notes to unaudited condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share)

Note 1 – Description of Business

Party City Holdco Inc. (the “Company,” “Party City Holdco,” “we,” or “us”) is a leading party goods company by revenue in North America and, the Company believes, the largest vertically integrated supplier of decorated party goods globally by revenue. With hundreds of retail stores filled with thousands of products across the United States, we make it easy for our customers to find the perfect party solution through our assortment of party products, balloons, and costumes for their celebration aided by the support of our party experts both in-store and online. Our retail operations include 826 specialty retail party supply stores (including franchise stores) throughout North America operating under the names Party City and Halloween City, and e-commerce websites which offer rapid, contactless, and same day shipping options (including in-store and at curbside), principally through the domain name PartyCity.com.

In addition to our retail operations, we are also a global designer, manufacturer and distributor of decorated consumer party products, with items found in retail outlets worldwide, including independent party supply stores, mass merchants, grocery retailers, e-commerce merchandisers and dollar stores.

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. 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. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. 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 Company’s 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, as the differences are not significant.

Recently Issued Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard became effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. The adoption did not have a material effect on our consolidated financial statements.

Note 3 – Disposition of Assets and Lease-Related Impairments

During the three and six months ended June 30, 2022 the Company recorded an impairment charge of $7,829 ($6,809 and $1,020 was recorded in the Wholesale and Retail segments, respectively) related to certain lease assets and property and equipment. The charge relates to vacated office space and retail stores.

In December 2021, the Company announced the closure of a manufacturing facility in New Mexico. The facility ceased operations in February 2022. In December 2021, the Company recorded charges of $11,545, consisting primarily of equipment and inventory impairments of $8,650 and $2,425, respectively, and severance and other costs of $470. During the six months ended June 30, 2022, additional charges of $2,154 were recorded.

In January 2021, the Company closed the previously disclosed sale of a substantial portion of its international operations. The final consideration for the sale amounted to $54.6 million. During the fourth quarter of 2020, the Company recorded a loss reserve of $73,948 in connection with this sale, and during the first quarter of 2021, the Company recorded an additional loss of $3,211, related to changes in working capital accounts through the transaction close date, which is reported in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Note 4 – Inventories, net

Inventories, net consisted of the following:


	June 30, 2022		December 31, 2021		June 30, 2021
Finished goods	$	633,023	$	393,609	$	384,949
Raw materials		23,581		25,624		22,274
Work in process		20,127		24,062		18,905
	$	676,731	$	443,295	$	426,128

Inventories, net 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.

In the ordinary course of business the Company is involved in transactions with certain of its equity-method investees, primarily for the purchase of finished goods inventory. For the three and six months ended June 30, 2022, the Company purchased $48.5 million and $62.4 million. As of June 30, 2022, approximately $64.7 million of purchases are reflected in finished goods inventory with accounts payable of $52.6 million related to such transactions.

Note 5 – Income Taxes

The Company’s effective income tax rate was 346.1 % for the six months ended June 30, 2022, and 30.1% for the six months ended June 30, 2021. The effective income tax rate for interim periods is determined using an annual effective income tax rate, adjusted for discrete items, which due to nearly break-even pretax earnings and the resulting exaggerated impact of permanent tax adjustments and the establishment of a partial valuation allowance against U.S. deferred tax assets, results in an effective income tax rate for the six months ended June 30, 2022 that is unusually high as compared to the prior period. The result of applying this rate to the pretax loss for the six months ended June 30, 2022, is an income tax benefit of $190,246, which is mostly reflected in prepaid expenses on the consolidated balance sheet and statement of cash flow. Given the seasonal nature of our business, this income tax benefit is expected to reverse in the second half of the year when we expect to earn pretax income. The rate is different from the statutory rate of 21.0% primarily due to state taxes, and valuation allowance resulting from interest carryforward deductions limited by Internal Revenue Code (“IRC”) Section 163(j).

The effective income tax rate for the three months ended June 30, 2022 was 1,484.0%, and 25.5% for the three months ended June 30, 2021. The rate was unusually high due the reasons explained above.

Note 6 – Changes in Accumulated Other Comprehensive Income (Loss)

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


	Three Months Ended June 30, 2022
	Foreign Currency Translation Adjustments			Total, Net of Taxes
Balance at March 31, 2022	$	4,473		$	4,473
Other comprehensive (loss), net of tax		(1,349	)		(1,349	)
Balance at June 30, 2022	$	3,124		$	3,124


	Three Months Ended June 30, 2021
	Foreign Currency Adjustments		Total, Net of Taxes
Balance at March 31, 2021	$	5,134	$	5,134
Other comprehensive income, net of tax		962		962
Balance at June 30, 2021	$	6,096	$	6,096


	Six Months Ended June 30, 2022
	Foreign Currency Adjustments			Total, Net of Taxes
Balance at December 31, 2021	$	3,541		$	3,541
Other comprehensive (loss), net of tax		(417	)		(417	)
Balance at June 30, 2022	$	3,124		$	3,124


	Six Months Ended June 30, 2021
	Foreign Currency Adjustments			Impact of Foreign Exchange Contracts, Net of Taxes			Total, Net of Taxes
Balance at December 31, 2020	$	(31,264	)	$	1,348		$	(29,916	)
Other comprehensive income before reclassifications, net of tax		771			77			848
Release of cumulative foreign currency translation adjustment to net loss as a result of disposition of international operations		36,589			(1,422	)		35,167
Amounts reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statement of operations and comprehensive income (loss), net of income tax		—			(3	)		(3	)
Net current-period other comprehensive income (loss)		37,360			(1,348	)		36,012
Balance at June 30, 2021	$	6,096		$	—		$	6,096

Note 7 – Capital Stock

At June 30, 2022, 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.

Note 8 – Segment Information

Industry Segments

The Company has two reportable operating segments: Wholesale and Retail. The Wholesale segment designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties 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 company's reportable operating segment data for the three and six months ended June 30, 2022 and 2021 was as follows:


	Wholesale			Retail		Consolidated
Three Months Ended June 30, 2022
Net sales before eliminations	$	303,577		$	423,478	$	727,055
Eliminations		(199,606	)		—		(199,606	)
Net sales		103,971			423,478		527,449
Gross profit	$	19,820		$	158,152	$	177,972
(Loss) income from operations	$	(10,278	)	$	20,944	$	10,666
Interest expense, net							24,184
Other (income), net							(1,800	)
Loss before income taxes						$	(11,718	)


	Wholesale			Retail		Consolidated
Three Months Ended June 30, 2021
Net sales before eliminations	$	230,961		$	443,812	$	674,773
Eliminations		(139,027	)		—		(139,027	)
Net sales		91,934			443,812		535,746
Gross profit	$	23,607		$	193,565	$	217,172
Loss from operations	$	(3,225	)	$	65,061	$	61,836
Interest expense, net							23,116
Other expense, net							(1,300	)
Income before income taxes						$	40,020


	Wholesale			Retail			Consolidated
Six Months Ended June 30, 2022
Net sales before eliminations	$	543,257		$	764,429		$	1,307,686
Eliminations		(347,261	)		—			(347,261	)
Net sales		195,996			764,429			960,425
Gross profit	$	44,462		$	271,518		$	315,980
Income (loss) from operations	$	(6,777	)	$	(2,609	)	$	(9,386	)
Interest expense, net								47,579
Other (income), net								(2,003	)
(Loss) before income taxes							$	(54,962	)


	Wholesale			Retail		Consolidated
Six Months Ended June 30, 2021
Net sales before eliminations	$	443,098		$	777,094	$	1,220,192
Eliminations		(257,639	)		—		(257,639	)
Net sales		185,459			777,094		962,553
Gross profit	$	52,715		$	316,743	$	369,458
(Loss) income from operations	$	(3,817	)	$	65,707	$	61,890
Interest expense, net							40,330
Other expense, net							(873	)
(Loss) before income taxes						$	22,433

In January 2021, the Company closed the previously disclosed sale of a substantial portion of its international operations.

Note 9 – 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 10 – 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. The Company did not have any foreign currency exchange contracts at June 30, 2022 or 2021.

Note 11 – 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.

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.

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, 2022 because of the short-term maturities of the instruments and/or their variable rates of interest.

The carrying amounts and fair values of the Company’s notes and senior notes as of June 30, 2022 are as follows:


	June 30, 2022
	Gross Carrying Amount		Fair Value
8.75% Senior Secured First Lien Notes – due 2026	$	750,000	$	504,375
6.125% Senior Notes – due 2023		22,924		19,170
6.625% Senior Notes – due 2026		92,254		52,585
First Lien Party City Notes – due 2025		193,426		134,189
First Lien Anagram Notes – due 2025		149,385		155,921
Second Lien Anagram Notes – due 2026		144,576		148,552

The fair values represent Level 2 fair value measurements as the debt instruments trade in inactive markets. The carrying amounts for other long-term debt approximated fair value at June 30, 2022 based on the discounted future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturity.

Note 12 – 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,
	2022		2021		2022		2021
Net income attributable to common shareholders of Party City Holdco Inc.	$	162,173	$	29,811	$	135,284	$	15,747
Weighted average shares - Basic		112,632,860		111,340,295		112,519,950		111,128,822
Effect of dilutive securities:
Warrants		—		—		—		62,121
Restricted stock units		1,971,415		4,568,313		2,561,521		3,971,807
Stock options		—		342,543		33,702		336,554
Weighted average shares - Diluted		114,604,275		116,251,151		115,115,172		115,499,304
Net income per share attributable to common shareholders of Party City Holdco Inc. - Basic	$	1.44	$	0.27	$	1.20	$	0.14
Net income per share attributable to common shareholders of Party City Holdco Inc. - Diluted	$	1.42	$	0.26	$	1.18	$	0.14

During the three months and six months ended June 30, 2022, 1,768,746 stock options and 4,537,272 restricted stock units were excluded from the calculation of net income 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, 2021, 1,706,449 stock options and 133,406 restricted stock units were excluded from the calculation of net income per share attributable to common shareholders of Party City Holdco Inc. – diluted as they were anti-dilutive.

Note 13 – Current and Long-Term Obligations

Long-term obligations at June 30, 2022, December 31, 2021 and June 30, 2021 consisted of the following:


	June 30, 2022												December 31, 2021			June 30, 2021
	Principal Amount			Gross Carrying Amount			Deferred Financing Costs			Net Carrying Amount			Net Carrying Amount			Net Carrying Amount
8.75% Senior Secured First Lien Notes – due 2026	$	750,000		$	750,000		$	(15,312	)	$	734,688		$	732,957		$	731,305
6.125% Senior Notes – due 2023		22,924			22,924			(62	)		22,862			22,834			22,806
6.625% Senior Notes – due 2026		92,254			92,254			(591	)		91,663			91,591			91,519
First Lien Party City Notes – due 2025		161,669			193,426			—			193,426			198,004			202,588
First Lien Anagram Notes – due 2025		118,699			149,385			(653	)		148,732			149,569			150,451
Second Lien Anagram Notes – due 2026		93,613			144,576			—			144,576			144,619			148,114
Finance lease obligations		12,295			12,295			—			12,295			12,988			13,398
Total long-term obligations		1,251,454			1,364,860			(16,618	)		1,348,242			1,352,562			1,360,181
Less: current portion		(920	)		(920	)		—			(920	)		(1,373	)		(1,265	)
Long-term obligations, excluding current portion	$	1,250,534		$	1,363,940		$	(16,618	)	$	1,347,322		$	1,351,189		$	1,358,916

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 connection with the refinancing, 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 in accordance with the ABL Facility credit agreement, and (2) designated Anagram Holdings, LLC (“Anagram”) and each of its subsidiaries as an unrestricted subsidiary under the ABL Facility. Additionally, in February 2021 in conjunction with the transaction discussed below, the Company amended the ABL Facility by reducing the commitments to $475,000 and extending the maturity to February 2026, or earlier as provided for in the agreement. On March 18, 2022, the ABL Facility was further amended. The amendment modified certain eligibility criteria with respect to the inventory component of the borrowing base. The changes lengthen the

permitted in-transit time for eligible in-transit inventory being shipped from a location outside of the United States, subject to a cap on the aggregate amount of foreign in-transit inventory that is eligible to be reflected in the borrowing base.

PCHI had approximately $142.3 million, $192.4 million and $170.2 million of availability under the ABL Facility as of June 30, 2022, December 31, 2021 and June 30, 2021, respectively. As discussed further below, Anagram had a separate asset-based revolving credit facility and there was approximately $14.4 million of availability under the Anagram ABL Facility as of June 30, 2022.

On July 19, 2022, the ABL Facility was amended. Pursuant to the amendment, the aggregate commitments under the ABL Facility were increased from $475,000 to $562,110.5. The increase includes the establishment of a new $17,110.5 asset-based first-in, last-out revolving tranche (the “FILO Facility”). Commencing in March 2023, the borrowers will be required to make scheduled quarterly payments of the loans under the FILO Facility equal to 5.55% of the original principal amount of the FILO Facility as in effect on the date of the ABL amendment (with a corresponding reduction to the aggregate commitments under the FILO Facility). The balance of the FILO Facility has the same final stated maturity date as the other loans under the ABL Facility, which is scheduled to occur in February 2026 (subject to a springing maturity at an earlier date, under certain circumstances, if the maturity date of certain other debt of PCHI has not been extended or refinanced).

The ABL amendment replaced the London Interbank Offered Rate (“LIBOR”) as the interest rate benchmark under the ABL Credit Agreement with the forward-looking term rate based on the Secured Overnight Financing Rate, subject to a 0.10% credit spread adjustment (“Adjusted Term SOFR”). Pursuant to the ABL amendment, outstanding loans under the ABL Credit Agreement bear interest at a rate per annum equal to the applicable margin plus, at the borrowers’ option, either (a) an alternate base rate (“ABR”), which is the highest of (i) the Administrative Agent’s prime rate, (ii) the federal funds effective rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%, or (b) Adjusted Term SOFR for the applicable interest period. Other than with respect to borrowings under the FILO Facility, the rates for the applicable margin for borrowings under the ABL Facility remain unchanged, ranging from 0.50% to 0.75% with respect to ABR borrowings and from 1.50% to 1.75% with respect to Adjusted Term SOFR borrowings. The applicable margin for borrowings under the FILO Facility is 1.75% with respect to ABR borrowings and 2.75% with respect to Adjusted Term SOFR borrowings.

The ABL Amendment also modified certain other provisions of the ABL Credit Agreement, including, among other things, to make certain changes to the excess availability trigger for the springing fixed charge coverage ratio covenant in connection with the commitment increase under the ABL Facility. Pursuant to the ABL Amendment, PCHI must comply with such financial covenant if excess availability under the ABL Facility on any day is less than the greater of: (a) $46,000,000 (increased from $40,000,000) and (b) 10% of the Total Line Cap (as defined therein).

February 2021 Debt Transaction

During February 2021, PCHI issued $750,000 of senior secured first lien notes at an interest rate of 8.750% (“8.750% Senior Notes”). The 8.750% Senior Notes will mature in February 2026. The Company used the proceeds from the 8.750% Senior Notes to prepay the outstanding balance of $694,220 under its existing Term Loan Credit Agreement. The prepayment of the Term Loan Credit Agreement was in accordance with the terms of such agreement.

In connection with the transaction, the Company wrote-off a portion of the existing capitalized deferred financing costs and original issuance discounts. Additionally, the Company incurred $18,976 of third-party fees, principally banker fees. The amounts expensed were recorded in Other expense, net in the Company’s Consolidated Statement of Operations and Comprehensive (Loss) Income and included in Gain on debt repayment in the Company’s Consolidated Statement of Cash Flows.

In conjunction with the amendment of the ABL Facility, the Company wrote-off a portion of existing deferred financing costs. Such amount was recorded in Other expense, net in the Company’s Consolidated Statement of Operations and Comprehensive (Loss) Income and included in Gain on debt repayment in the Company’s Consolidated Statement of Cash Flows. The remaining capitalized costs, and $2,400 of new third-party costs incurred in conjunction with the amendment, will be amortized over the revised term of the ABL Facility.

Interest on the 8.750% Senior Notes is payable semi-annually in arrears on February 15th and August 15th of each year. The 8.750% Senior Notes are guaranteed, jointly and severally, on a senior secured basis by each of PCHI’s existing and future domestic subsidiaries. The 8.750% Senior Notes and related guarantees are secured by a first priority lien on substantially all assets of PCHI and the guarantors, except for the collateral that secures the senior credit facilities on a first lien basis, with respect to which the 8.750% Senior Notes and related guarantees will be secured by a second priority lien, in each case subject to permitted liens and certain exclusions and release provisions.

The indenture governing the 8.750% Senior Notes contains covenants that, among other things, limit the PCHI’s ability and the ability of its restricted subsidiaries to:

•

incur additional indebtedness or issue certain disqualified stock or preferred stock;

•

create liens;

•

pay dividends or distributions, redeem or repurchase equity;

•

prepay junior lien indebtedness, unsecured pari passu indebtedness or subordinated indebtedness or make certain investments;

•

transfer or sell assets;

•

engage in consolidation, amalgamation or merger, or sell, transfer or otherwise dispose of all or substantially all of their assets; and

•

enter into certain transactions with affiliates.

The indenture governing the notes also contains certain customary affirmative covenants and events of default.

On or after August 15, 2023, 2024, and 2025, respectively, PCHI may redeem some or all of the 8.750% Senior Notes at the redemption price of 104.375%, 102.188% and 100.000%, respectively, plus accrued and unpaid interest, if any. In addition, PCHI may redeem up to 40% of the aggregate principal amount outstanding on or before August 15, 2023 with the cash proceeds from certain equity offerings at a redemption price of 108.750% of the principal amount, plus accrued and unpaid interest. PCHI may also redeem some or all of the notes before August 15, 2023 at a redemption price of 100% of the principal amount plus a premium that is defined in the indenture. At any time prior to August 15, 2023, PCHI may also at its option redeem during each 12-month period commencing with the issue date up to 10% of the aggregate principal amount of the 8.750% Senior Notes at a redemption price of 103% of the aggregate principal amount, plus accrued and unpaid interest, if any. Also, if PCHI experiences certain types of change in control, as defined, it may be required to offer to repurchase the 8.750% Senior Notes at 101% of their principal amount.

On May 7, 2021, Anagram, a wholly owned subsidiary of the Company, entered into a $15 million asset-based revolving credit facility (“Anagram ABL Facility”), which matures during May 2024. It provides for (a) revolving loans, subject to a borrowing base described below, and (b) under the Anagram ABL Facility, Borrowers would be entitled to request letters of credit (“Letters of Credit”). The aggregate amount of outstanding Letters of Credit would be reserved against the credit availability and subject to a $3 million cap.

Under the Anagram ABL Facility, the borrowing base at any time equals (a) a percentage of eligible trade receivables, plus (b) a percentage of eligible inventory, plus (c) a percentage of eligible credit card receivables, less (d) certain reserves. The Anagram ABL Facility generally provides for the following pricing options: All revolving loans will bear interest, at the Anagram's election, at a per annum rate equal to either (a) a base rate, which represents for any day a rate equal to the greater of (i) the prime rate on such day subject to a 0% floor, (ii) the federal funds rate plus 5.0% and (iii) one-half of one percent per annum, in each case, plus a margin of 1.5% or (b) the Daily One Month LIBOR subject to a 0.5% floor, plus a margin of 2.5%.

In addition to paying interest on outstanding principal, Anagram is required to pay a commitment fee of 0.5% to 1% per annum in respect of unutilized commitments. Anagram must also pay customary letter of credit fees.

All obligations under the Anagram ABL Facility are jointly and severally guaranteed by Anagram and its subsidiaries. The Anagram ABL facility contains covenants and events of default customary for such credit facilities.

Note 14 – Revenue from Contracts with Customers

The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Retail Net Sales:
North American Party City Stores	$	421,679	$	441,675	$	761,078	$	771,720
Other		1,800		2,137		3,352		5,374
Total Retail Net Sales	$	423,479	$	443,812	$	764,430	$	777,094
Wholesale Net Sales:
Domestic	$	64,607	$	61,789	$	126,816	$	117,146
International		39,363		30,145		69,179		68,313
Total Wholesale Net Sales	$	103,970	$	91,934	$	195,995	$	185,459
Total Consolidated Sales	$	527,449	$	535,746	$	960,425	$	962,553

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, 2022, December 31, 2021 and June 30, 2021, the allowance for credit losses was $7,102, $8,057 and $7,933, respectively.

Note 15 – 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. 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).

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 purchased 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 was recorded within the consolidated statement of stockholders’ equity.

During the first quarter of 2021, Ampology exercised a warrant in a cashless redemption transaction which is reflected in the consolidated statement of stockholders’ equity.

Note 16 – Subsequent Event

On August 8, 2022, Anagram International, Inc. and Anagram Holdings, LLC (collectively, the “Anagram Issuers”), each subsidiaries of Party City Holdco Inc. (the “Company”), intend to commence a solicitation of consents (the “Consent Solicitation”) of holders of the 15.00% PIK/Cash Senior Secured First Lien Notes due 2025 and 10.00% PIK/Cash Senior Secured Second Lien Notes due 2026 of the Anagram Issuers (collectively, the “Anagram Notes”) to certain waivers of compliance with the indentures governing the Anagram Notes, each dated July, 30, 2020, among the Anagram Issuers, Ankura Trust Company, LLC, as trustee and collateral trustee and the guarantors party thereto (the “Anagram Indentures”) in respect of one or more unsecured intercompany loans to be made by Anagram International, Inc. or one of its subsidiaries to the Company in an aggregate principal amount of up to $22.0 million (the “Intercompany Loan”). The Anagram Issuers intend to pay an aggregate consent fee of $1.5 million in cash to be delivered to consenting holders of the Anagram Notes on a pro rata basis upon successful completion of the Consent Solicitation.

The Consent Solicitation will expire on August 15, 2022, unless extended by the Anagram Issuers, and is conditioned upon the receipt of requisite approvals, including under existing indebtedness of the Anagram Issuers. In addition, the foregoing waivers are conditioned upon (i) the existing revolving credit facility of the Anagram Issuers remaining undrawn and (ii) the Anagram Issuers and their respective subsidiaries having an aggregate cash balance of at least $5.0 million, in each case, immediately following the time any Intercompany Loan is made.

In connection with the Consent Solicitation, and subject to its successful completion, the Anagram Issuers will enter into one or more supplemental indentures to the Anagram Indentures providing that a redemption premium of 103.000% shall apply in respect of any optional redemption by the Anagram Issuers subsequent to August 15, 2022. The supplemental indentures will also provide that, to the extent that any Anagram Notes remain outstanding as of the final maturity date set forth in the Anagram Indentures, a cash premium of 3.0% of the outstanding aggregate principal amount of such Anagram Notes shall be due and payable on the final maturity date in addition to the outstanding principal balance.

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

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of federal and state securities laws. Disclosures that use words such as the company “believes,” “anticipates,” “expects,” “estimates,” “intends,” “will,” “may” or “plans” and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report are based on management’s good-faith belief and reasonable judgment based on current information, and these statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: our ability to compete effectively in a competitive industry; fluctuations in commodity prices; successful implementation of our store growth strategy; decreases in our Halloween sales; product recalls or product liability; continuing changes in general economic conditions, and the impact on consumer confidence and consumer spending, including inflationary pressures; the continuing impact of COVID-19 on our global supply chain, retail store operations and customer demand; labor and material shortages and investments; disruptions to our supply chain, transportation system or increases in transportation costs; the impact of inflation on consumer spending; new interpretations of or changes to current accounting rules; our ability to anticipate consumer preferences and buying trends; dependence on timely introduction and customer acceptance of our merchandise; changes in consumer spending based on weather, political, competitive and other conditions beyond our control; delays in store openings; competition from companies with concepts or products similar to ours; timely and effective sourcing of merchandise from our foreign and domestic vendors and delivery of merchandise through our supply chain to our stores and customers; loss or actions of third party vendors and loss of the right to use licensed material; disruptions at our manufacturing facilities; effective inventory management; our ability to manage customer returns; successful catalog management, including timing, sizing and merchandising; uncertainties in e-marketing, infrastructure and regulation; multi-channel and multi-brand complexities; our ability to introduce new brands and brand extensions; challenges associated with our increasing global presence; dependence on external funding sources for operating capital; disruptions in the financial markets; our ability to control employment, occupancy and other operating costs; our ability to improve our systems and processes; changes to our information technology infrastructure; general political, economic and market conditions and events, including war, conflict or acts of terrorism; the impact of tariffs and our ability to mitigate impacts; and the additional risks and uncertainties set forth in “Risk Factors” in Party City’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A of Part II of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required by any applicable laws, Party City assumes no obligation to publicly update or revise such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments or otherwise.

Business Overview

Our Company

We are a leading party goods company by revenue in North America and, we believe, the largest vertically integrated supplier of decorated party goods globally by revenue. We are a popular one-stop shopping destination for party supplies, balloons, and costumes. In addition to being a great retail brand, we are a global, world-class organization that combines state-of-the-art manufacturing and sourcing operations and sophisticated wholesale operations with a multi-channel retailing strategy and e-commerce retail operations. We design, manufactures, sources and distributes party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world. Our retail operations include 826 specialty retail party supply stores (including franchise stores) throughout North America operating under the names Party City and Halloween City, and e-commerce websites, principally through the domain name PartyCity.com.

In addition to our retail operations, we are one of the largest global designers, manufacturers and distributors of decorated consumer party products, with items found in retail outlets worldwide, including independent party supply stores, mass merchants, grocery retailers, e-commerce merchandisers and dollar stores.

How We Assess the Performance of Our Company

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

Segments

We have two reportable operating segments: Retail and Wholesale.

Our retail segment generates revenue primarily through the sale of our party supplies, which are sold under the Amscan, Anagram and Costumes USA brand names through Party City, Halloween City and PartyCity.com. For the six months ended June 30, 2022, 78.1% of the product that was sold by our retail segment was supplied by our wholesale segment and 30.5 % of the product that was sold by our retail segment was self-manufactured.

Our retail operations are subject to significant seasonal variations. Historically, this segment has realized a significant portion of its revenues, cash flow and net income in the fourth quarter of the year, principally due to our Halloween sales in October and, to a lesser extent, year-end holiday sales. To maximize our seasonal opportunity, we operate a chain of temporary Halloween stores, under the Halloween City banner, during the months of September and October of each year.

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

Despite a concentration of holidays in the fourth quarter of the year, as a result of our expansive product lines, customer base and increased promotional activities, the impact of seasonality on the quarterly results of our wholesale operations has been limited. However, due to Halloween, and Christmas, the inventory balances of the Company’s wholesale operations are higher at the end of the second and during the third quarter than during the remainder of the year. Additionally, the promotional activities of the Company’s wholesale business, including special dating terms, particularly with respect to Halloween products sold to retailers and other distributors, result in slightly higher accounts receivable balances during the third quarter.

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

Financial Measures

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

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

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

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

Comparable Same-Store Sales. The growth in same-store sales represents the percentage change in same-store sales in the period presented compared to the prior year. Same-store sales exclude the net sales of a store for any period if the store was not open during the same period of the prior year. Acquired stores are excluded from same-store sales until they are converted to the Party City format and included in our sales for the comparable period of the prior year. Comparable sales are calculated based upon stores that were open at least thirteen full months as of the end of the applicable reporting period and do not exclude stores closed due to state regulations regarding COVID-19. When a store is reconfigured or relocated within the same general territory, the store continues to be treated as the same store. If, during the period presented, a store was closed, sales from that store up to and including the closing day are included as same-store sales, provided the store was open during the same period of the prior year. Same-store sales for the Party City brand include North American retail e-commerce sales.

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

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

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

Selling, General and Administrative Expenses. Selling, general and administrative expenses include wholesale selling expenses, retail operating expenses, and art and development costs. Wholesale selling expenses include the costs associated with our wholesale sales and marketing efforts, including merchandising and customer service. Costs include the salaries and benefits of the related work force, including sales-based bonuses and commissions. Other costs include catalogues, showroom expenses, travel and other operating costs. Certain selling expenses, such as sales-based bonuses and commissions, vary in proportion to sales, while other costs vary based on other factors, such as our marketing efforts, or are largely fixed and do not necessarily increase as sales volumes increase. Retail operating expenses include all of the costs associated with retail store operations, excluding occupancy-related costs included in cost of sales. Costs include store payroll and benefits, advertising, supplies and credit card costs. Retail expenses are largely variable but do not necessarily vary in proportion to net sales. Art and development costs include the costs associated with art production, creative development and product management, and all operating costs and franchise expenses not included elsewhere in the statement of operations and comprehensive income (loss). Costs include the salaries and benefits of the related work force. These expenses generally do not vary proportionally with net sales. Selling, general and administrative expenses also include all operating costs and franchise expenses not included elsewhere in the statement of operations and comprehensive income (loss). These expenses include payroll and other expenses related to operations at our corporate offices, including occupancy costs, related depreciation and amortization, legal and professional fees, stock and equity-based compensation and data-processing costs. These expenses generally do not vary proportionally with net sales.

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

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

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

The Company presents the measures of adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per common share - Diluted as supplemental non-GAAP measures of its operating performance. You are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating the measures, you should be aware that in the future the Company may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. The Company’s presentation of adjusted EBITDA, adjusted net income and adjusted net income per common share—diluted should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA, adjusted net income, and adjusted net income per common share—diluted have limitations as analytical tools. Because of these limitations, adjusted EBITDA, adjusted net income, and adjusted net income per common share—diluted should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. The Company compensates for these limitations by relying primarily on its GAAP results and using the metrics only on a supplemental basis and reconciliations from GAAP to non-GAAP measures are provided. Some of the limitations of non-GAAP measures are:

•

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

•

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

•

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

•

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

•

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

•

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

•

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

Results of Operations

Overview

Our loss from operations was affected by higher costs, including greater freight and commodity costs. We expect supply chain, helium and inflationary headwinds to continue through the rest of fiscal year 2022. While we navigate this near-term turbulence in costs, we are being thoughtful with our mitigating actions on pricing. Further, given the continued broader macro pressures, we are operating the business with even more discipline from an expense and capital standpoint. We are also continuing to focus on our strategic priorities of enhancements to customer engagement as well as digital, IT and supply chain.

Three Months Ended June 30, 2022 Compared To Three Months Ended June 30, 2021

The following table sets forth the Company’s operating results and operating results as a percentage of total net sales for the three months ended June 30, 2022 and 2021.


	Three Months Ended June 30,
	2022						2021
	(Dollars in thousands)
Net sales	$	527,449		100.0		%	$	535,746		100.0		%
Cost of sales		349,477		66.3				318,574		59.5
Gross profit		177,972		33.7				217,172		40.5
Selling, general and administrative expenses**		167,306		31.7				155,336		29.0
Income from operations		10,666		2.0				61,836		11.5
Interest expense, net		24,184		4.6				23,116		4.3
Other (income), net		(1,800	)	(0.3	)			(1,300	)	(0.2	)
(Loss) income before income taxes		(11,718	)	(2.2	)			40,020		7.5
Income tax (benefit) expense		(173,891	)	(33.0	)			10,209		1.9
Net income		162,173		30.7				29,811		5.6
Less: Net attributable to noncontrolling interests		—		—				—		—
Net income attributable to common shareholders of Party City Holdco Inc.	$	162,173		30.7		%	$	29,811		5.6		%
Net income per share attributable to common shareholders of Party City Holdco Inc. – Basic	$	1.44					$	0.27
Net income per share attributable to common shareholders of Party City Holdco Inc. – Diluted	$	1.42					$	0.26

** Consists of wholesale selling expenses, retail operating expenses, art and development costs and general and administrative expenses, which were reported separately in the prior year.

Sales

Total net sales for the second quarter of 2022 were $527.4 million and were $8.3 million, or 1.5%, lower than the second quarter of 2021. The following table sets forth the Company’s total net sales for the three months ended June 30, 2022 and 2021.


	Three Months Ended June 30,
	2022							2021
	Dollars in Thousands			Percentage of Net sales				Dollars in Thousands			Percentage of Net sales
Net sales:
Wholesale	$	303,577			57.6		%	$	230,961			43.1		%
Eliminations		(199,606	)		(37.8	)			(139,027	)		(26.0	)
Net wholesale		103,971			19.7				91,934			17.2
Retail		423,478			80.3				443,812			82.8
Total net sales	$	527,449			100.0		%	$	535,746			100.0		%

Retail

Retail net sales during the second quarter of 2022 were $423.5 million and were $20.3 million, or 4.6%, lower than during the second quarter of 2021. Retail net sales at our Party City stores totaled $403.7 million and were $13.9 million, or 3.3% lower than in the second quarter of 2021. Same-store sales for the Party City brand (including North American retail e-commerce sales) decreased by 5.6% during the second quarter of 2022 compared to the 13 weeks ended July 3, 2021. The decrease was due to lower sales of core product in everyday categories and the lapping of strong prior year retail results as well as the current inflationary environment, offset by solid performance in our seasonal categories, including graduation, which was up over 5% versus prior year.

Wholesale

Wholesale net sales during the second quarter of 2022 totaled $104.0 million and were $12.1 million, or 13.2%, higher than the second quarter of 2021. This increase is principally due to higher sales to franchise customers as well as strong performance within our Canadian business.

Intercompany sales to our retail affiliates totaled $199.6 million during the second quarter of 2022 and were $60.6 million higher than during the corresponding quarter of 2021. Intercompany sales represented 65.8% of total Wholesale sales during the second quarter of 2022 and were 43.6% higher than during the second quarter of 2021, principally due to earlier Halloween sales to stores as well as easing of supply chain constraints as we replenish store inventory. The intercompany sales of our Wholesale segment are eliminated against the intercompany purchases of our Retail segment in the consolidated financial statements.

Gross Profit

The following table sets forth the Company’s gross profit for the three months ended June 30, 2022 and 2021.


	Three Months Ended June 30,
	2022					2021
	Dollars in Thousands		Percentage of Net Sales			Dollars in Thousands		Percentage of Net Sales
Retail gross profit	$	158,152		37.3	%	$	193,565		43.6	%
Wholesale gross profit		19,820		19.1			23,607		25.7
Total gross profit	$	177,972		33.7	%	$	217,172		40.5	%

The gross profit margin on net sales at Retail during the second quarter of 2022 was 37.3 % or 630 basis points lower than during the corresponding quarter of 2021. The change was primarily driven by higher helium and occupancy costs for the quarter. Our manufacturing share of shelf (i.e., the percentage of our retail product cost of sales manufactured by our Wholesale segment) of 30.1 % during the second quarter of 2022 was 0.6% lower as compared to the second quarter of 2021. Our wholesale share of shelf at our Party City stores and our North American retail e-commerce operations (i.e., the percentage of our retail product cost of sales supplied by our wholesale segment) was 77.7% during the second quarter of 2022 or 3.3% lower than during the second quarter of 2021.

The gross profit margin on net sales at Wholesale during the second quarters of 2022 and 2021 was 19.1% and 25.7%, respectively. This decrease is primarily due to higher freight, material and labor costs.

Selling, general and administrative expenses

Selling, general and administrative expenses during the second quarter of 2022 totaled $167.3 million and were $12.0 million, or 7.7%, higher than in the second quarter of 2021. The increase was primarily driven by impairment charges related to office lease assets and property and equipment and higher labor costs, predominately in our retail stores.

Interest expense, net

Interest expense, net, totaled $24.2 million during the second quarter of 2022, compared to $23.1 million during the second quarter of 2021. The increase is driven by higher amounts of net debt outstanding and higher interest rates versus prior-year period.

Other (income) expense, net

For the second quarter of 2022 and 2021, other (income) expense, net, totaled $(1.8) million and $(1.3) million, respectively. The change is primarily due to higher income from equity method investments.

Income tax benefit

The effective income tax rate for the three months ended June 30, 2022 of 1484%, is different from the statutory rate of 21.0% primarily due to state taxes, and valuation allowance resulting from interest carryforward deductions limited by IRC Section 163(j).

Six Months Ended June 30, 2022 Compared To Six Months Ended June 30, 2021

The following table sets forth the Company’s operating results and operating results as a percentage of total net sales for the six months ended June 30, 2022 and 2021.


	Six months ended June 30,
	2022						2021
	(Dollars in thousands)
Net sales	$	960,425		100.0		%		$	962,553		100.0		%
Cost of sales		644,445		67.1					593,095		61.6
Gross profit		315,980		32.9					369,458		38.4
Selling, general and administrative expenses**		325,366		33.9					304,357		31.6
Loss on disposal of assets in international operations		—		—					3,211		0.3
(Loss) income from operations		(9,386	)	(1.0	)				61,890		6.4
Interest expense, net		47,579		5.0					40,330		4.2
Other (income), net		(2,003	)	(0.2	)				(873	)	(0.1	)
(Loss) income before income taxes		(54,962	)	(5.7	)				22,433		2.3
Income tax (benefit) expense		(190,246	)	(19.8	)				6,740		0.7
Net income		135,284		14.1					15,693		1.6
Less: Net income attributable to noncontrolling interests		—		—					(54	)	—
Net income attributable to common shareholders of Party City Holdco Inc.	$	135,284		14.1		%		$	15,747		1.6		%
Net income per share attributable to common shareholders of Party City Holdco Inc. – Basic	$	1.20						$	0.14
Net income per share attributable to common shareholders of Party City Holdco Inc. – Diluted	$	1.18						$	0.14

** Consists of wholesale selling expenses, retail operating expenses, art and development costs and general and administrative expenses, which were reported separately in the prior year.

Reconciliation of Adjusted Third-Party Wholesale Sales


	Six Months Ended June 30,
	2022		2021			Percent Variance
Wholesale third-party sales	$	195,995	$	185,459			5.7	%
Third-party sales of divested entities		—		(13,165	)
Adjusted Wholesale third-party sales	$	195,995	$	172,294			13.8	%

Sales

Total net sales for the first six months of 2022 were $960.4 million and were $2.2 million, or 0.2%, lower than the first six months of 2021. The following table sets forth the Company’s total net sales for the six months ended June 30, 2022 and 2021.


	Six months ended June 30,
	2022							2021
	Dollars in Thousands			Percentage of Net sales					Dollars in Thousands			Percentage of Net sales
Net sales:
Wholesale	$	543,257			56.6		%		$	443,098			46.0		%
Eliminations		(347,261	)		(36.2	)				(257,639	)		(26.8	)
Net wholesale		195,996			20.4					185,459			19.3
Retail		764,429			79.6					777,094			80.7
Total net sales	$	960,425			100.0		%		$	962,553			100.0		%

Retail

Retail net sales during the first six months of 2022 were $764.4 million and were $12.7 million, or 1.6 %, lower than during the first six months of 2021. Retail net sales at our Party City stores totaled $726.9 million and were $1.3 million, or 0.2% lower than in the first six months of 2021. Same-store sales for the Party City brand (including North American retail e-commerce sales) decreased by 2.3% during the first six months of 2022 compared to the 13 weeks ended July l 3, 2021. The decrease was due mainly to lower sales of core products in everyday categories and the impact of reduced helium supply.

Wholesale

Wholesale net sales during the first six months of 2022 totaled $196 million and were $10.5 million, or 5.7%, higher than the first six months of 2021. This increase is principally due to higher sales to franchise and independent customers, partially offset by the prior year divestiture of a significant portion of our international operations. Excluding the impact of the divestiture, sales increased 13.8%.

Intercompany sales to our retail affiliates totaled $347.3 million during the first six months of 2022 and were $89.6 million higher than during the corresponding months of 2021. Intercompany sales represented 63.9% of total Wholesale sales during the first six months of 2022 and were 34.8% higher than during the first six months of 2021, principally due to earlier Halloween sales to stores as well as easing of supply chain constraints as we replenish store inventory. The intercompany sales of our Wholesale segment are eliminated against the intercompany purchases of our Retail segment in the consolidated financial statements.

Gross Profit

The following table sets forth the Company’s gross profit for the six months ended June 30, 2022 and 2021.


	Six months ended June 30,
	2022					2021
	Dollars in Thousands		Percentage of Net Sales			Dollars in Thousands		Percentage of Net Sales
Retail gross profit	$	271,518		35.5	%	$	316,743		40.8	%
Wholesale gross profit		44,462		22.7			52,715		28.4
Total gross profit	$	315,980		32.9	%	$	369,458		38.4	%

The gross profit margin on net sales at Retail during the first six months of 2022 was 35.5 % or 530 basis points lower than during the corresponding months of 2021. The change was primarily driven by higher helium and occupancy costs during the period. Our manufacturing share of shelf (i.e., the percentage of our retail product cost of sales manufactured by our wholesale segment) of 30.5 % during the first six months of 2022 was 0.9% lower as compared to the first six months of 2021. Our wholesale share of shelf at our Party City stores and our North American retail e-commerce operations (i.e., the percentage of our retail product cost of sales supplied by our wholesale segment) was 78.1% during the first six months of 2022 or 3.1% lower than during the first six months of 2021.

The gross profit margin on net sales at Wholesale during the first six months of 2022 and 2021 was 22.7% and 28.4%, respectively. This decrease is primarily due to higher freight, material and labor costs.

Selling, general and administrative expenses

Selling, general and administrative expenses during the first six months of 2022 totaled $325.4 million and were $21.0 million, or 6.9%, higher than in the first six months of 2021. The increase was primarily driven by impairment charges related to certain lease assets and property and equipment, higher employee-related costs resulting from higher wages, predominately in our retail stores, partially offset by the international divestiture.

Interest expense, net

Interest expense, net, totaled $47.6 million during the first six months of 2022, compared to $40.3 million during the first six months of 2021. The increase primarily reflects higher cost debt from the refinancing in the first six months of 2021 as well as higher amounts of net debt outstanding and higher interest rates.

Other (income), net

For the first six months of 2022 and 2021, other (income), net, totaled $(2.0) million and $(0.9) million, respectively. The change is primarily due to higher income from equity method investments.

Income tax benefit

The effective income tax rate for the six months ended June 30, 2022 of 346.1%, is different from the statutory rate of 21.0% primarily due to state taxes, and valuation allowance resulting from interest carryforward deductions limited by IRC Section 163(j).


	Three Months Ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
(Dollars in thousands)
Net income	$	162,173		$	29,811		$	135,284		$	15,693
Interest expense, net		24,184			23,116			47,579			40,330
Income tax (benefit) expense		(173,891	)		10,209			(190,246	)		6,740
Depreciation and amortization		15,746			16,916			31,606			34,860
EBITDA		28,212			80,052			24,223			97,623
Inventory restructuring and early lease terminations (f)		—			3,499			—			6,637
Other restructuring, retention and severance (a)		710			31			710			2,082
Long-lived assets impairment (b)		7,829			—			9,983			—
Deferred rent (c)		3,856			(398	)		6,381			1,128
Closed store expense (d)		1,721			1,543			2,708			3,136
Foreign currency (gains), net		(247	)		(772	)		(528	)		(1,311	)
Stock-based compensation - employee**		2,217			1,680			3,929			2,962
Undistributed loss in equity method investments		(1,686	)		(547	)		(1,376	)		(211	)
Non-recurring legal settlements/costs		384			—			384		—
Gain on sale of property, plant and equipment		47			—			(72	)		111
COVID - 19 (e)		—			655			—			1,270
Inventory disposal reserve		810			—			1,431			—
Loss on sale of business		—			—			—			3,211
Net loss on debt repayment (g)		—			—			—			226
Other		1,953			90			2,637			1,388
Adjusted EBITDA	$	45,806		$	85,833		$	50,410		$	118,252

** Stock-based compensation consists of stock-option expense – time-based, restricted stock units – time-based and restricted stock units – performance-based, which were shown separately in prior years.


	Three Months Ended June 30,					Six months ended June 30,
	2022			2021		2022			2021
(Dollars in thousands, except per share amounts)
(Loss) income before income taxes	$	(11,718	)	$	40,020	$	(54,962	)	$	22,433
Intangible asset amortization		1,528			2,354		3,072			4,831
Amortization of deferred financing costs and original issuance discounts		1,295			1,074		2,566			1,937
Other restructuring, retention and severance (a)		710			31		710			1,967
Long-lived assets impairment (b)		7,829					9,983		—
Non-recurring legal settlements/costs		384			—		384		—
Stock option expense		83			104		168			217
Restricted stock unit and restricted cash awards expense – performance-based		744			1,154		1,313			1,971
COVID - 19 (e)		—			655		—			1,270
Loss on sale of business		—			—		—			3,211
Inventory disposal reserve		810			162		1,431			926
Adjusted income (loss) before income taxes		1,665			45,554		(35,335	)		38,763
Adjusted income tax (benefit) expense (h)		(9,841	)		11,446		(22,162	)		10,064
Adjusted net income (loss)	$	11,506		$	34,108	$	(13,173	)	$	28,699
Adjusted net income (loss) per common share – diluted	$	0.10		$	0.29	$	(0.12	)	$	0.25
Weighted-average number of common shares – diluted		114,604,275			116,251,151		112,519,950			115,499,304

(a)

Amounts expensed principally relate to severance due to one-time organizational changes.

(b)

In December 2021, the Company announced the closure of a manufacturing facility in New Mexico that ceased operations in February 2022. As a result, the Company recorded related shutdown charges. In addition, during the three months ended June 30, 2022, the Company recorded an impairment charge related to certain lease assets and property and equipment. See Note 3, Disposition of Assets

and Lease-Related Impairments in Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in the Quarterly Report on Form 10-Q).

(c)

The “deferred rent” adjustment reflects the difference between accounting for rent and landlord incentives in accordance with GAAP and the Company’s actual cash outlay.

(d)

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

(e)

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

(f)

Costs incurred for early lease terminations and a merchandise transformation project to transition and optimize stores to the reduced SKU assortment levels.

(g)

The Company recognized net loss on debt repayment in 2021.

(h)

Represents income tax expense/benefit after excluding the specific tax impacts for each of the pre-tax adjustments. The tax impacts for each of the adjustments were determined by applying to the pre-tax adjustments the effective income tax rates for the specific legal entities in which the adjustments were recorded.

Liquidity and Capital Resources

We have proactively managed our liquidity profile throughout the quarter and expect to continue to do so going forward. We expect to rely on cash on hand, cash generated by operations and borrowings available under our credit agreements to meet our working capital needs and will be our principal sources of liquidity. Based on our current level of operations, we believe that these sources will be adequate to meet our liquidity needs for at least the next 12 months. We are currently not aware of any other trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way that will impact our capital needs during or beyond the next 12 months. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Company's credit facilities and in amounts sufficient to enable us to repay our indebtedness or to fund our other liquidity needs.

Sources of Cash

Based on our current operations and planned strategic initiatives (including new store and NXTGEN remodel growth plans and other capital expenditures), we expect to satisfy our short-term and long-term cash requirements through a combination of our existing cash and cash equivalents position, funds generated from operating activities, and the borrowing capacity available under our credit agreements. If cash generated from our operations and borrowings under our credit agreements are not sufficient or available to meet our liquidity requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance equity or debt financing will be available to us when we need it or, if available, the terms will be satisfactory to us and not dilutive to our then-current stockholders. Additionally, we may seek to take advantage of market opportunities to refinance our existing debt instruments with new debt instruments at interest rates, maturities and terms we deem attractive. We may also, from time to time, in our sole discretion, purchase or retire all or a portion of our existing debt instruments through privately negotiated or open market transactions.

As of June 30, 2022, the Company had cash and cash equivalents of $39.2 million and available borrowings of $156.7 million.

Material Cash Commitments

Debt Obligations, Finance Leases and Interest Payments. As of June 30, 2022, we had $231.9 million in loans and notes payable, $0.9 million current long-term obligations and $1,347.3 million in long-term obligations outstanding. Repayment of the Company's debt is dependent on our subsidiaries' ability to make cash available. For additional information regarding the Company's debt, refer to Note 13, Current and Long-Term Obligations in Part I, Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q. As noted, the Company must make payments related to interest payments, principal and fees and the facilities contain debt covenants that the must be met.

Leases. As of June 30, 2022, we had an operating lease liability of $793.8 million. We have numerous non-cancelable operating leases for retail store sites, as well as leases for offices, distribution facilities and manufacturing facilities. These leases generally contain renewal options and require us to pay real estate taxes, utilities and related insurance costs.

Capital Expenditures. Cash commitments are described in the following section on Cash Flow Data.

8.75% Senior Secured Notes — Due 2026 (“8.75% Senior Notes”)

In accordance with the 8.75% Senior Notes, as discussed in Note 13, Current and Long-Term Obligations of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q, the Company is required to provide quarterly and annual disclosure of certain financial metrics for Anagram Holdings, LLC and its subsidiary (“Anagram”).


	Three Months Ended June 30,		Six months ended June 30,
	2022		2022
Revenue *	$	58,591	$	123,505
Operating income	$	11,146	$	24,213
Adjusted EBITDA	$	12,722	$	27,269
* Includes sales to affiliates of $28,236 and $57,621 for the three and six months ended June 30, 2022, respectively.

As of June 30, 2022, Anagram's total assets were $221,043, including affiliate accounts receivable of $16,946.

Cash Flow Data – Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021

Net cash used in operating activities totaled $99.1 million during the six months ended June 30, 2022. Net cash provided by operating activities totaled $13.8 million during the six months ended June 30, 2021. The increase in cash used in operating activities is primarily attributable to increased inventory purchases due to timing of seasonal product receipts and higher cost due to freight and raw materials inflation, partially offset by timing of payments related to accounts payable and accrued expenses and lower lease payments as the prior year reflected payment of COVID deferrals.

Net cash used in investing activities totaled $49.5 million during the six months ended June 30, 2022, as compared to $19.9 million during the six months ended June 30, 2021. The increase in cash used in investing activities is primarily due to the prior year reflecting the proceeds from the sale of our international operations, offset by higher capital expenditures in the current year. Capital expenditures during the six months ended June 30, 2022 and 2021 were $51.1 million and $40.5 million, respectively.

Net cash provided by financing activities was $139.9 million during the six months ended June 30, 2022 compared to net cash used in financing activities of $60.0 million during the six months ended June 30, 2021. The variance was principally due to higher borrowings under the ABL Facility in the current year and the impact of the prior year debt refinancing transactions as discussed in Note 13, Current and Long-Term Obligations of Item 1, “Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

See Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition in our Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of our critical accounting estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our risk exposures from those disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 and in Part II, Item 1A, Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.

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 Securities Exchange Act of 1934, as amended (the “Act”)) as of June 30, 2022. 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 months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is incorporated herein by reference from Note 9 – Commitments and Contingencies, to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There were no material changes during the period covered in this report to the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2021, except as follows:

Labor, product, supply, and inflationary risks have had and may continue to have an adverse effect on our operating results.

We have experienced, and expect to continue to experience, inflationary pressures, logistics constraints and supply chain disruptions, including increased key raw material and helium costs, increased freight, shipping and transportation costs, increased labor wages, labor shortages and delivery delays and associated charges. Failure to effectively manage these risks has and may continue to adversely impact our operating results.

Significant interest rate changes could affect our profitability and financial performance.

Our earnings are affected by changes in interest rates because of our variable rate indebtedness under the Senior Secured First Lien Notes and the ABL Facility.

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)

10.1		Second Amendment to and Restated Employment, dated as of April 18 ,2022, by and between Party City Holdings Inc., Party City Holdco Inc. and Denise Kulikowsky (incorporated by reference to Exhibit 10.1 to Party City Holdco Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022).

10.2		Sixth Amendment to ABL Credit Agreement, dated as of March 18, 2022, among Party City Holdings Inc., Party City Corporation, PC Intermediate Holdings, Inc., the subsidiaries of the borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Party City Holdco Inc.'s Form 8-K dated March 22, 2022).

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)

* Filed herewith.

** Furnished herewith.

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 8, 2022