UNITED STATES
FORM 10-Q
Quarterly
Report Under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
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For Quarter Ended: |
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Commission File Number |
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June 30, 2003 |
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333-26389 |
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AFFINITY GROUP HOLDING, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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59-2922099 |
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(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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64 Inverness Drive East |
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(303) 792-7284 |
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(Address of principal executive offices) |
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(Registrant’s telephone |
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
11% Senior Notes Due 2007
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 ý NO o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding
as of |
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Common Stock, $.01 par value |
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100 |
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DOCUMENTS INCORPORATED BY REFERENCE: None
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
INDEX
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
JUNE 30, 2003 AND DECEMBER 31, 2002
(In Thousands, Except Share Amounts)
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6/30/03 |
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12/31/02 |
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(unaudited) |
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(audited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
15,462 |
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$ |
1,730 |
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Accounts receivable, less allowance for doubtful accounts of $1,423 in 2003 and $1,202 in 2002 |
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22,398 |
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25,082 |
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Inventories |
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39,748 |
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31,806 |
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Prepaid expenses and other assets |
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12,284 |
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9,307 |
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Deferred tax assets |
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5,596 |
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5,596 |
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Total current assets |
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95,488 |
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73,521 |
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PROPERTY AND EQUIPMENT, net |
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25,636 |
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22,935 |
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NOTES FROM AFFILIATES |
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9,008 |
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8,911 |
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INTANGIBLE ASSETS, net |
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21,301 |
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20,830 |
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GOODWILL |
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151,210 |
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151,210 |
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DEFERRED TAX ASSETS |
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21,269 |
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20,885 |
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OTHER ASSETS |
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2,373 |
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4,344 |
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$ |
326,285 |
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$ |
302,636 |
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LIABILITIES AND STOCKHOLDER’S DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
21,173 |
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$ |
11,048 |
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Accrued interest |
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3,593 |
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3,900 |
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Accrued income taxes |
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3,613 |
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3,014 |
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Accrued liabilities |
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29,345 |
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31,276 |
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Deferred revenues and gains |
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58,899 |
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54,827 |
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Deferred tax liabilities |
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1,223 |
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1,223 |
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Current portion of long-term debt |
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1,438 |
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8,053 |
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Total current liabilities |
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119,284 |
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113,341 |
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DEFERRED REVENUES AND GAINS |
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40,404 |
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39,648 |
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LONG-TERM DEBT, net of current portion |
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238,250 |
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214,948 |
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DEFERRED TAX LIABILITIES |
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15,453 |
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15,453 |
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OTHER LONG-TERM LIABILITIES |
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7,310 |
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6,794 |
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420,701 |
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390,184 |
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COMMITMENTS AND CONTINGENCIES |
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— |
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— |
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STOCKHOLDER’S DEFICIT: |
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Common stock, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding |
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1 |
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1 |
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Additional paid-in capital |
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— |
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2,021 |
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Accumulated deficit |
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(94,417 |
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(89,570 |
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Total stockholder’s deficit |
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(94,416 |
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(87,548 |
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$ |
326,285 |
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$ |
302,636 |
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See notes to consolidated financial statements.
1
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands)
(Unaudited)
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THREE MONTHS ENDED |
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6/30/2003 |
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6/30/2002 |
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REVENUES: |
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Membership services |
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$ |
35,399 |
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$ |
33,815 |
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Publications |
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14,298 |
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13,110 |
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Retail |
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65,961 |
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74,827 |
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115,658 |
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121,752 |
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COSTS APPLICABLE TO REVENUES: |
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Membership services |
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22,146 |
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20,592 |
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Publications |
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10,086 |
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9,132 |
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Retail |
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38,765 |
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50,240 |
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70,997 |
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79,964 |
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GROSS PROFIT |
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44,661 |
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41,788 |
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OPERATING EXPENSES: |
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Selling, general and administrative |
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27,104 |
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26,660 |
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Restructuring charge |
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302 |
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952 |
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Depreciation and amortization |
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2,252 |
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2,473 |
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29,658 |
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30,085 |
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INCOME FROM OPERATIONS |
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15,003 |
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11,703 |
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