SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
FOR QUARTER ENDED: COMMISSION FILE NUMBER
March 31, 1997 0-22852
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AFFINITY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3377709
(State of incorporation or organization) (I.R.S. Employer Identification No.)
64 Inverness Drive East (303) 792-7284
Englewood, CO 80112 (Registrant's telephone
(Address of principal executive offices) number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
11 1/2% Senior Subordinated Notes Due 2003
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING AS OF
CLASS MAY 14, 1997
- ----- ------------
Common Stock, $.001 par value 2,000
DOCUMENTS INCORPORATED BY REFERENCE: DOCUMENTS REFERENCED ON EXHIBIT INDEX
AFFINITY GROUP, INC. AND SUBSIDIARIES
INDEX
PAGE
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PART I. Financial Information
ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
As of March 31, 1997 and December 31, 1996
Consolidated Statements of Operations 2
For the three months ended March 31, 1997 and 1996
Consolidated Statements of Cash Flows 3
For the three months ended March 31, 1997 and 1996
Notes to Consolidated Financial Statements 4
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF 7
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II. Other Information 12
SIGNATURES 13
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(In Thousands)
(Unaudited)
3/31/97 12/31/96
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 11,712 $ 4,278
Investments 149 499
Accounts receivable (net of allowance for doubtful accounts) 15,073 14,812
Inventories 1,657 2,473
Prepaid expenses and other assets 6,581 6,052
Deferred tax asset-current 2,342 2,228
---------- ----------
Total current assets 37,514 30,342
PROPERTY AND EQUIPMENT 10,860 10,550
LOANS RECEIVABLE 12,378 13,134
INTANGIBLE ASSETS 131,639 109,065
DEFERRED TAX ASSET 13,141 13,516
RESTRICTED INVESTMENTS 2,138 2,137
OTHER ASSETS 6,342 4,411
NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS 1,006 973
---------- ----------
$ 215,018 $ 184,128
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES: -
Accounts payable $ 6,919 $ 4,517
Accrued interest 6,366 2,966
Accrued liabilities 13,127 14,516
Customer deposits 17,740 14,979
Current portion of long-term debt 5,291 5,344
Net current liabilities of discontinued operations 1,275 1,464
---------- ----------
Total current liabilities 50,718 43,786
-
DEFERRED REVENUES 73,285 70,113
LONG-TERM DEBT 155,487 142,031
OTHER LONG-TERM LIABILITIES 7,827 7,632
COMMITMENTS AND CONTINGENCIES - -
---------- ----------
287,317 263,562
STOCKHOLDER'S DEFICIT:
Preferred stock, $.001 par value, 1,000 shares authorized, - -
none issued or outstanding
Common stock, $.001 par value, 2,000 shares authorized, 1 1
2,000 shares issued and outstanding
Additional paid-in capital 18,521 12,021
Accumulated deficit (90,821) (91,456)
---------- ----------
Total stockholder's deficit (72,299) (79,434)
---------- ----------
$ 215,018 $ 184,128
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---------- ----------
See notes to consolidated financial statements.
1
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
THREE MONTHS ENDED
-----------------------------
3/31/97 3/31/96
------------- ------------
REVENUES:
Membership services $ 24,250 $ 23,399
Publications 9,733 8,194
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33,983 31,593
COSTS APPLICABLE TO REVENUES:
Membership services 14,545 13,589
Publications 7,705 7,548
------------- ------------
22,250 21,137
GROSS PROFIT 11,733 10,456
OPERATING EXPENSES:
General and administrative 4,225 3,908
Depreciation and amortization 2,093 2,057
------------- ------------
6,318 5,965
------------- ------------
INCOME FROM OPERATIONS 5,415 4,491
NON-OPERATING EXPENSE:
Interest expense, net (4,090) (4,176)
Other non-operating charges, net 8 ---
------------- ------------
(4,082) (4,176)
------------- ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES 1,333 315
INCOME TAX EXPENSE (698) (139)
------------- ------------
INCOME FROM CONTINUING OPERATIONS 635 176
DISCONTINUED OPERATIONS:
Loss from discontinued operations, net of applicable
deferred income tax benefit of $51 in 1996 --- (84)
------------- ------------
NET INCOME $635 $92
------------- ------------
------------- ------------
See notes to consolidated financial statements.
2
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
THREE MONTHS ENDED
3/31/97 3/31/96
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 635 $ 92
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred tax provision 261 79
Depreciation and amortization 2,093 2,127
Provision for losses on accounts receivable 36 9
Deferred compensation 300 -
Loss on disposal of property and equipment 7 -
Changes in operating assets and liabilities (net of
purchased business):
Accounts receivable 1,241 4,459
Inventories 816 663
Prepaids and other assets (2,212) 23
Accounts payable 1,148 (2,904)
Accrued and other liabilities 1,453 (1,376)
Deferred revenues 1,181 1,657
Net assets and liabilities of discontinued operations (222) (299)
------------- ------------
Net cash provided by operating activities 6,737 4,530
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (562) (376)
Net changes in intangible assets (211) (309)
Net changes in loans receivable 756 545
Sale of investments 350 169
Purchase of Ehlert Publishing (20,800) -
Note receivable from affiliate - 3,113
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Net cash provided by/ (used in) investing activities (20,467) 3,142
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in customer deposits 2,761 617
Borrowings on long-term debt 23,950 8,050
Principal payments of long-term debt (10,547) (16,423)
Increase in paid in capital 5,000 -
------------- ------------
Net cash provided by/ (used in) financing activities 21,164 (7,756)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,434 (84)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,278 3,833
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,712 $ 3,749
------------- ------------
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest 690 893
Income taxes 16 0
See notes to consolidated financial statements
3
AFFINITY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The financial statements included herein include the results of Affinity Group,
Inc. and subsidiaries (the "Company") without audit, in accordance with
generally accepted accounting principles, and pursuant to the rules and
regulations of the Securities and Exchange Commission. These interim
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes in the Company's 10-K report for the
year ended December 31, 1996 as filed with the Securities and Exchange
Commission. In the opinion of management of the Company, these consolidated
financial statements contain all adjustments of a normal recurring nature
necessary to present fairly the financial position, results of operations and
cash flows of the Company for the interim periods presented.
The "Results of Operations" discussion below excludes the operations of the
National Association for Female Executives ("NAFE") since it has been classified
as a discontinued operation. See Note (3) below.
(2) ACQUISITIONS AND NEW BORROWINGS
On March 6, 1997, the Company acquired the stock of Ehlert Publishing companies
("Ehlert") for $22.3 million, of which $20.8 million was paid in cash at
closing. In addition, a $1.5 million note was issued by Affinity Group Holding,
Inc. ("AGH"), the Company's parent corporation, to the seller, of which $1.0
million was repaid in April 1997. The purchase price of Ehlert was funded
primarily through borrowings under the Company's senior credit facility and a
$6.5 million capital contribution to the Company from AGH ($5.0 million of the
capital contribution was in cash).
On April 2, 1997 the Company acquired the common stock of Camping World, Inc.
("Camping World") for $108.0 million in cash, including $19.0 million for non-
competition and consulting agreements with certain Camping World executives.
The purchase price of Camping World was funded through capital contributions to
the Company from AGH (consisting of the net proceeds from the April 2, 1997
issuance of $130.0 million in 11% senior notes due 2007, net of expenses and
repayment of approximately $7.5 million of AGH's debt) together with borrowings
under the Company's new $75 million senior credit facility.
The new senior secured credit facility consists of a revolving line of credit of
$45.0 million and a term loan of $30.0 million. The interest on borrowings
under the new senior credit facility is at variable rates based on the ratio of
total cash flow to outstanding indebtedness (as defined). The Company also pays
a commitment fee of 0.5% per annum on the unused
4
amount of the revolving credit line. Borrowings under the new senior credit
facility were also used to pay-off outstanding balances under the previous
senior secured note and the previous revolving line of credit.
(3) DISCONTINUED OPERATIONS
In October 1994, the Company acquired substantially all the assets and assumed
certain liabilities of NAFE. The total consideration for the acquisition,
including assumed liabilities and costs of acquisition, totaled $10.8 million.
During the fourth quarter of 1996, the Company adopted a plan to dispose of the
assets related to NAFE. The Company intends to sell NAFE to an unidentified,
unrelated third party during 1997. In connection with the plan, the Company
recorded a loss of $5.9 million net of related income taxes of $1.1 million in
the fourth quarter of 1996 based on the anticipated proceeds upon sale. The
results of operations of NAFE have been classified as discontinued operations in
the accompanying financial statements.
Information relating to the operations of NAFE for the three months ended March
31, 1997 and 1996 are as follows (in thousands):
3/31/97 3/31/96
---------- ----------
Revenues $ 1,088 $ 1,380
Costs applicable to revenues 1,660 1,230
---------- ----------
Gross profit (loss) (572) 150
Operating expenses 251 285
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Loss from operations (823) (135)
Income tax benefit 437 51
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Loss from discontinued operations (386) (84)
Accrued for at December 31, 1996 386 -
---------- ----------
Net loss $ - $ (84)
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5
The assets and liabilities of NAFE included in the accompanying consolidated
balance sheet as of March 31, 1997 and December 31, 1996 are as follows (in
thousands):
3/31/97 12/31/96
---------- ---------
Current assets:
Cash $ - $ 261
Accounts receivable 349 539
Inventories 135 183
Prepaid expenses 285 884
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Total current assets 769 1,867
Current liabilities:
Accounts payable 263 1,048
Accrued liabilities 1,781 2,283
---------- ---------
Total current liabilities 2,044 3,331
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Net current liabilities $ (1,275) $ (1,464)
---------- ---------
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Long-term assets:
Property and equipment $ 55 $ 67
Intangible assets 3,000 3,000
Other assets 25 25
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Total long-term assets 3,080 3,092
Long-term liabilities:
Deferred revenues 2,074 2,119
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Net long-term assets $ 1,006 $ 973
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6
AFFINITY GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM: 2
The following table is derived form the Company's Consolidated Statements of
Operations and expresses the results from operations as a percentage of revenues
and reflects the net increase/ (decrease) between periods:
THREE MONTHS ENDED
-------------------------------------
3/31/97 3/31/96 Inc/(Dec)
----------- ----------- -----------
REVENUES:
Membership services 71.4% 74.1% 3.6%
Publications 28.6% 25.9% 18.8%
----------- ----------- -----------
100.0% 100.0% 7.6%
COSTS APPLICABLE TO REVENUES:
Membership services 42.8% 43.0% 7.0%
Publications 22.7% 23.9% 2.1%
----------- ----------- -----------
65.5% 66.9% 5.3%
----------- ----------- -----------
GROSS PROFIT 34.5% 33.1% 12.2%
OPERATING EXPENSES:
General and administrative 12.4% 12.4% 8.1%
Depreciation and amortization 6.2% 6.5% 1.8%
----------- ----------- -----------
18.6% 18.9% 5.9%
----------- ----------- -----------
INCOME FROM OPERATIONS 15.9% 14.2% 20.6%
NON-OPERATING EXPENSE:
Interest expense, net (12.0%) (13.2%) (2.1%)
Other non-operating charges, net --- --- ---
----------- ----------- -----------
(12.0%) (13.2%) (2.3%)
----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 3.9% 1.0% 323.2%
INCOME TAX EXPENSE (2.0%) (0.4%) 402.2%
----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS 1.9% 0.6% 260.8%
DISCONTINUED OPERATIONS:
Loss from discontinued operations, net --- (0.3%) (100.0%)
of applicable income taxes
----------- ----------- -----------
NET INCOME 1.9% 0.3% 590.2%
----------- ----------- -----------
----------- ----------- -----------
7
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997
COMPARED WITH THREE MONTHS ENDED MARCH 31, 1996
REVENUES
Revenues of $34.0 million for the first quarter of 1997 increased by
approximately $2.4 million or 7.6% from the comparable period in 1996.
Excluding the Ehlert operations acquired March 6, 1997, revenues were $32.8
million for the first quarter of 1997 compared to $31.6 million for the
comparable period in 1996, a 3.8% increase.
Membership services revenue of $24.3 million for the first quarter of 1997
increased by approximately $0.9 million from the comparable period in 1996 due
to a $1.0 million revenue increase from the new extended vehicle warranty
program, partially offset by a $0.4 million decrease in club membership revenue.
The decrease in club membership revenue resulted from reduced membership
enrollment in the Coast to Coast clubs and the Coast to Coast annual rally being
held in the second quarter of 1997 compared to the first quarter of 1996. This
decrease was only partially offset by revenue increases in the Good Sam Club.
Publication revenue of $9.7 million for the first quarter of 1997 increased by
$1.5 million from the comparable period in 1996. This revenue increase was
primarily due to $1.2 million in additional revenue from Ehlert acquired in
March 1997, and from increased book sales.
COSTS APPLICABLE TO REVENUES
Costs applicable to revenues totaled $22.3 million for the first quarter of
1997, an increase of $1.1 million or 5.3% over the comparable period in 1996.
Excluding the Ehlert operations acquired in March 1997, costs applicable to
revenues increased only $0.2 million for the first quarter of 1997 versus the
first quarter of 1996.
Membership services costs and expenses increased by approximately $1.0 million
or 7.0% to $14.6 million in the first quarter of 1997 compared to $13.6 million
in 1996. This increase was largely a result of expenses associated with the new
extended vehicle warranty program, marketing expenses relating to a credit card
member benefit program introduced in the fourth quarter of 1996 and increased
emergency road service program expenses. These increases were only partially
offset by reduced club membership costs.
Publication costs and expenses of $7.7 million for the first quarter of 1997
increased $0.2 million or 2.1% compared to the first quarter of 1996. Excluding
the Ehlert operations acquired in March 1997, costs decreased by $0.7 million
over the comparable period in 1996. This decrease is primarily due to lower
CAMPGROUND DIRECTORY expenses, changing the annual issue of TOURING RIDER to the
second quarter in 1997 compared to the first quarter for 1996,
8
and reduced paper costs realized in the first quarter of 1997 as a result of
paper contract re-negotiations.
OPERATING EXPENSES
General and administrative expenses of $4.2 million for the first quarter of
1997 were $0.3 million over the first quarter of 1996 due to additional Ehlert
expenses of $0.2 million and $0.3 million in accrued phantom stock expenses in
the first quarter of 1997 which were only partially offset by a net reduction in
other general and administrative expenses compared to the first quarter of 1996.
Depreciation and amortization expense of $2.1 million was approximately the same
as the first quarter of 1996.
INCOME FROM OPERATIONS
Income from operations for the first quarter of 1997 increased by $0.9 million
or 20.6% to $5.4 million compared to $4.5 million for the first quarter of 1996.
This increase was primarily due to a $1.4 million increase in gross profit from
publications which were only partially offset by a $0.4 million increase in
operating expenses.
NON-OPERATING EXPENSES
Non-operating expenses were $4.1 million for the first quarter of 1997, compared
to $4.2 million for the same period in 1996 due to slightly higher interest
rates on lower average borrowings during the first quarter of 1997.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations before income taxes in the first quarter of
1997 was $1.3 million compared to $0.3 million for the first quarter of 1996.
This increase is due to the increase in gross profit from publications which was
only partially offset by the increase in operating expenses discussed above. As
further described in Note 3 to the consolidated financial statements, the
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter of
1996. NAFE operating losses in the first quarter of 1997 were included in the
estimated loss on disposal accrued for in 1996.
INCOME TAXES
In the first quarter of 1997, the Company recognized a $0.7 million tax expense
compared to $0.1 million tax expense in the first quarter of 1996.
NET INCOME
The net income in the first quarter of 1997 was $0.6 million compared to net
income of $0.1 million for the same period in 1996.
9
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company's senior and subordinated debt totaled $158.6
million compared to $145.1 million at December 31, 1996. This $13.5 million
increase was due to a $1.0 million decrease in the senior term loan and a $14.6
million increase in the senior revolving credit facility. Increased borrowings
on the senior revolving credit facility consisted of borrowings of $15.9 million
to fund payment of a portion of the purchase price for the acquisition of
Ehlert, and were partially offset from cash flow provided from operating
activities.
Cash, cash equivalents and investments totaled $11.9 million at March 31, 1997
and were primarily restricted for use by the Affinity Thrift and Loan ("ATL")
and Affinity Insurance Group ("AINS") subsidiaries. The assets of ATL and AINS
are subject to regulatory restrictions on dividends or other distributions to
the Company and are unavailable to reduce the revolving credit facility. In
addition, operations of ATL, although required to be consolidated with the
Company, are recognized as an "unrestricted" or non-guarantying subsidiary as
defined in the senior credit facility and the Indenture under which the
Company's 11 1/2 % senior subordinated notes were issued.
On March 6, 1997, the Company acquired the stock of Ehlert for $22.3 million, of
which $20.8 million was paid in cash at closing. In addition, a $1.5 million
note was issued by AGH to the seller, of which $1.0 million was repaid in April
1997. The balance of the note is payable on March 6, 1999, together with
interest at 5% per annum. In addition, John Ehlert, the founder and principal
stockholder of Ehlert, entered into a non-competition agreement for $0.2
million. The purchase price of Ehlert was funded primarily through borrowings
under the Company's senior credit facility and a $6.5 million capital
contribution to the Company from AGH.
On April 2, 1997, the Company acquired the stock of Camping World for $108.0
million in cash, including $19.0 million for non-competition and consulting
agreements with certain Camping World executives. In addition, AGH entered into
management incentive agreements with certain Camping World executives pursuant
to which up to an additional $15.0 million will be paid subject to Camping World
achieving certain operating goals. Such contingent amounts will be payable in
$1.0 million annual installments on the first four anniversaries of the closing
and $11.0 million on the fifth anniversary of the closing. The purchase price
of Camping World was funded through capital contributions to the Company from
AGH (consisting of the net proceeds from the April 2, 1997 issuance of $130.0
million in 11% senior notes due 2007, net of expenses and repayments of
approximately $7.5 million of AGH's debt) together with borrowings under the
Company's new $75 million senior credit facility (discussed below).
On April 2, 1997, the Company replaced its existing senior credit facility with
a new $75 million senior credit facility which provides a term loan of $30.0
million (reducing in quarterly principal installments of $1.5 million) and a $45
million revolving credit line. The interest on borrowings under the new senior
credit facility is at variable rates based on the ratio of total cash flow to
outstanding indebtedness (as defined). Interest rates float with prime and the
London
10
Interbank Offered Rates (LIBOR), plus an applicable margin ranging from
0.75% to 2.75% over the stated rates. The Company also pays a commitment fee of
0.5% per annum on the unused amount of the revolving credit line. The new
senior credit facility is secured by a security interest in the assets of the
Company and its subsidiaries and a pledge of the stock of the Company and its
subsidiaries. At April 2, 1997, the outstanding balance under the prior senior
credit facility of $38.6 million was repaid from the proceeds of the new $30
million term loan and from a portion of the capital contribution made by AGH to
the Company. At April 2, 1997, no amounts were outstanding under the new $45
million revolving credit line.
The new senior credit facility allows for, among other things, the distribution
of payments by the Company to AGH to service the semi-annual interest due on the
AGH 11% $130 million senior notes and the annual amounts due under management
incentive agreements. Such distributions are subject to the Company's
compliance with certain restrictive covenants, including, but not limited to, an
interest coverage ratio, fixed charge coverage ratio, minimum operating cash
flow, capital expenditures and total indebtedness.
During the three months ended March 31, 1997, payments under the terms of
several phantom stock agreements totaled $0.2 million. Additional phantom stock
payments of $1.6 million are scheduled to be made over the next twelve months.
Capital expenditures in the three months ended March 31, 1997 totaled $0.6
million compared to capital expenditures of $0.4 million during the same period
in 1996. Capital expenditures (including Camping World) are anticipated to be
approximately $6.4 million for the remainder of 1997, primarily for continued
enhancements to database, inbound and outbound tele-communications, computer
systems, and to begin construction on two new Camping World retail supercenters.
During the balance of 1997, the Company plans to invest up to $5.0 million in
ATL and AINS to satisfy regulatory capital requirements relating to anticipated
growth of these subsidiaries.
Management believes that funds generated by operations together with available
borrowings under its revolving credit line will be sufficient to satisfy the
Company's operating cash needs, debt obligations and capital requirements of its
existing operations during the next twelve months.
11
PART II: OTHER INFORMATION
Items 1-5: Not Applicable
Item 6: Exhibits and Reports on Form 8-K:
(a) Exhibits:
Exhibit 4 Credit Agreement dated as of April 2, 1997 among
Affinity Group, Inc., Fleet National Bank, as agent,
and the banks named therein. (Incorporated by
reference to Exhibit 2.2 to the Company's Form 8-K
Report dated April 2, 1997).
(b) Form 8-K Reports:
On April 2, 1997, Affinity Group, Inc. acquired the common stock of
Camping World, Inc. Details of the acquisition including Camping
World financial statements and contract documents were filed with
the Securities and Exchange Commission on April 17, 1997 under Form
8-K and are thereby incorporated by reference.
12
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AFFINITY GROUP, INC.
/S/ MARK J. BOGGESS
----------------------------------
Date: May 14, 1997 Mark J. Boggess
Senior Vice President
Chief Financial Officer
13