SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark one) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
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For the quarterly period ended June 30, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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For the transition period from to |
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Commission file number 333-29357 |
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PACKAGED ICE, INC. |
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(Exact name of registrant as specified in its charter) |
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TEXAS |
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76-0316492 |
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(State or other
jurisdiction of |
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(I.R.S. Employer Identification No.) |
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3535 TRAVIS STREET, SUITE 170 |
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(Address of principal executive offices) |
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(214) 526-6740 |
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(Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ý No o
The total number of shares of common stock, par value $0.01 per share, outstanding as of August 13, 2003 was 20,167,304.
PACKAGED
ICE, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2003
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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June 30, |
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December
31, |
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(Unaudited) |
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(in thousands) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
6,201 |
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$ |
6,500 |
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Accounts receivable, net |
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27,928 |
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15,025 |
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Inventories |
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8,695 |
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7,244 |
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Prepaid expenses |
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3,260 |
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2,285 |
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Assets held for sale |
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550 |
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1,450 |
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Total current assets |
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46,634 |
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32,504 |
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PROPERTY, net |
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161,567 |
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164,842 |
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GOODWILL AND OTHER INTANGIBLES, net |
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147,927 |
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150,217 |
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OTHER ASSETS |
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10 |
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10 |
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TOTAL |
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$ |
356,138 |
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$ |
347,573 |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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CURRENT LIABILITIES: |
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Current portion of long-term obligations |
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$ |
77 |
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$ |
67 |
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Line of credit |
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13,835 |
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— |
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Accounts payable |
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14,710 |
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10,032 |
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Accrued expenses |
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23,555 |
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28,484 |
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Total current liabilities |
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52,177 |
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38,583 |
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LONG-TERM OBLIGATIONS |
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305,316 |
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305,147 |
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COMMITMENTS AND CONTINGENCIES |
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— |
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— |
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MANDATORILY REDEEMABLE PREFERRED STOCK: |
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10% Exchangeable - 423,175 shares issued and outstanding at June 30, 2003 and 403,181 shares issued and outstanding at December 31, 2002; liquidation preference of $100 per share |
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43,025 |
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40,992 |
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SHAREHOLDERS’ DEFICIT: |
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Common stock, $0.01 par value, 50,000,000 shares authorized; 20,455,535 shares issued at June 30, 2003, and 20,655,535 shares issued at December 31, 2002 |
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205 |
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207 |
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Additional paid-in capital |
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113,081 |
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115,356 |
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Less: 298,231 shares of treasury stock, at cost |
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(1,491 |
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(1,491 |
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Unearned compensation |
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— |
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(244 |
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Accumulated deficit |
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(155,898 |
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(149,672 |
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Accumulated other comprehensive loss |
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(277 |
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(1,305 |
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Total shareholders’ deficit |
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(44,380 |
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(37,149 |
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TOTAL |
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$ |
356,138 |
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$ |
347,573 |
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See notes to condensed consolidated financial statements.
3
PACKAGED ICE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three
Months Ended |
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Six Months
Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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(in thousands, except per share amounts) |
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Revenues |
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$ |
70,749 |
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$ |
73,459 |
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$ |
103,316 |
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$ |
106,239 |
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Cost of sales |
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40,520 |
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41,086 |
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66,311 |
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67,239 |
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Gross profit |
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30,229 |
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32,373 |
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37,005 |
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39,000 |
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Operating expenses |
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7,316 |
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8,115 |
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14,661 |
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16,267 |
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Depreciation and amortization expense |
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5,919 |
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6,450 |
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11,710 |
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12,881 |
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Loss (gain) on disposition of assets |
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(1 |
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307 |
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(11 |
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370 |
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Income from operations |
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16,995 |
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17,501 |
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10,645 |
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9,482 |
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Other income, net |
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41 |
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41 |
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31 |
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78 |
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Gain on extinguishment of debt |
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356 |
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795 |
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Interest expense |
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(8,542 |
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(8,804 |
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(16,902 |
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(17,550 |
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Income (loss) before income taxes |
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8,494 |
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9,094 |
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(6,226 |
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(7,195 |
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Income taxes |
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— |
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— |
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— |
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— |
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Net income (loss) before cumulative effect of change in accounting principle |
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8,494 |
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9,094 |
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(6,226 |
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