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) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission file number 33-97090 |
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ACG HOLDINGS, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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62-1395968 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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100 Winners Circle |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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AMERICAN COLOR GRAPHICS, INC. |
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(Exact name of registrant as specified in its charter) |
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New York |
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16-1003976 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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100 Winners Cirlce |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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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 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2) of the Exchange Act.
Yes o No ý
ACG Holdings, Inc. has 163,929 shares outstanding of its Common Stock, $.01 Par Value, as of October 31, 2003 (all of which are privately owned and not traded on a public market).
INDEX
2
ACG HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
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September 30, 2003 |
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March 31, 2003 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash |
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$ |
— |
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— |
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Receivables: |
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Trade accounts, less allowance for doubtful accounts of $3,165 and $2,544 at September 30, 2003 and March 31, 2003, respectively |
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48,032 |
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49,402 |
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Income tax receivable |
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185 |
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233 |
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Other |
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2,921 |
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2,227 |
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Total receivables |
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51,138 |
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51,862 |
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Inventories |
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10,523 |
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10,203 |
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Deferred income taxes |
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2,442 |
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6,246 |
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Prepaid expenses and other current assets |
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4,560 |
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4,296 |
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Current assets of discontinued operations |
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— |
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866 |
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Total current assets |
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68,663 |
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73,473 |
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Property, plant and equipment |
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312,258 |
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310,180 |
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Less accumulated depreciation |
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(183,953 |
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(183,167 |
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Net property, plant and equipment |
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128,305 |
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127,013 |
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Excess of cost over net assets acquired |
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66,548 |
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66,548 |
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Deferred financing costs |
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12,687 |
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3,335 |
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Other assets |
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7,535 |
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7,790 |
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Long-term assets of discontinued operations |
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— |
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282 |
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Total assets |
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$ |
283,738 |
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278,441 |
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See accompanying notes to condensed consolidated financial statements.
3
ACG HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except par values and liquidation preference)
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September 30, 2003 |
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March 31, 2003 |
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(Unaudited) |
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Liabilities and Stockholders’ Deficit |
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Current liabilities: |
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Current installments of long-term debt and capitalized leases |
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$ |
5,729 |
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31,698 |
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Trade accounts payable |
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39,363 |
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39,044 |
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Accrued expenses |
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35,732 |
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32,302 |
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Current liabilities of discontinued operations |
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— |
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249 |
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Total current liabilities |
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80,824 |
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103,293 |
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Long-term debt and capitalized leases, excluding current installments |
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295,570 |
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200,059 |
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Deferred income taxes |
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11,069 |
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2,023 |
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Other liabilities |
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79,332 |
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80,765 |
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Total liabilities |
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466,795 |
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386,140 |
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Commitments and contingencies (Note 7) |
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Stockholders’ deficit: |
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Common stock, voting, $.01 par value, 5,852,223 shares authorized, 163,929 shares issued and outstanding |
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2 |
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2 |
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Preferred stock, $.01 par value, 15,823 shares authorized, none issued and outstanding as of September 30, 2003, as of March 31, 2003, 3,617 shares Series AA convertible preferred stock issued and outstanding, $39,442,500 liquidation preference, and 1,606 shares Series BB convertible preferred stock issued and outstanding, $17,500,000 liquidation preference |
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— |
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— |
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Additional paid-in capital |
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1,988 |
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58,816 |
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Accumulated deficit |
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(160,234 |
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(140,655 |
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Other accumulated comprehensive loss, net of tax |
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(24,813 |
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(25,862 |
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Total stockholders’ deficit |
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(183,057 |
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(107,699 |
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Total liabilities and stockholders’ deficit |
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$ |
283,738 |
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278,441 |
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See accompanying notes to condensed consolidated financial statements.
4
ACG HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)
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Three Months Ended |
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2003 |
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2002 |
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Sales |
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