UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE |
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004 |
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE |
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FOR THE TRANSITION PERIOD FROM TO |
333-45235
COMMISSION FILE NUMBER
[GRAPHIC OMITTED]
PERRY JUDD’S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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51-0365965 |
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(State or other jurisdiction of |
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(IRS Employer Identification Number) |
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575 WEST MADISON STREET, WATERLOO, WISCONSIN |
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53594 |
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(Address of principal executive offices) |
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(Zip Code) |
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920-478-3551 |
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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 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 in 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 Securities Exchange Act of 1934). YES o No ý
As of April 2, 2004, there were 897,918 shares of Registrant’s Common Stock outstanding, par value $.001 per share. There is no established public trading market for the Registrant’s Common Stock.
PERRY JUDD’S HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
INDEX
2
PERRY JUDD’S HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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March 31, |
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December
31, |
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ASSETS: |
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(Unaudited) |
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(Note) |
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Current Assets: |
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Cash and cash equivalents |
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$ |
494 |
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$ |
966 |
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Accounts receivable - net of allowance for doubtful accounts of $1,242 and $1,200, respectively |
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38,728 |
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43,197 |
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Inventories |
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12,732 |
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12,813 |
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Prepaid expenses |
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1,976 |
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2,150 |
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Deferred income taxes |
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2,580 |
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2,668 |
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Total current assets |
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56,510 |
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61,794 |
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Property, plant and equipment, at cost |
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158,167 |
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160,115 |
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Less accumulated depreciation and amortization |
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85,471 |
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84,958 |
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Property, plant and equipment - net |
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72,696 |
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75,157 |
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Goodwill |
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29,431 |
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29,431 |
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Other assets |
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1,761 |
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1,748 |
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TOTAL ASSETS |
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$ |
160,398 |
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$ |
168,130 |
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LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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$ |
29,541 |
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$ |
36,034 |
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Revolving credit facility |
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20,667 |
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11,206 |
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Total current liabilities |
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50,208 |
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47,240 |
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Long-term debt |
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65,995 |
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70,010 |
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Deferred income taxes |
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11,583 |
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14,807 |
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Other noncurrent obligations |
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10,225 |
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8,545 |
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Total liabilities |
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138,011 |
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140,602 |
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MINORITY INTERESTS: |
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Series A redeemable preferred stock, 43,941 shares outstanding with a stated redemption value of $100 per share, aggregate liquidation value of $4,394 |
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4,076 |
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4,006 |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock (Series A) - par value $0.001 per share, 775,000 shares authorized, 240,021 and 231,345 shares issued and outstanding, respectively |
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24,002 |
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23,135 |
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Common stock - par value $0.001 per share, 1,000,000 shares authorized, 897,918 shares issued and outstanding |
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1 |
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1 |
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Additional paid-in capital |
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22,423 |
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22,421 |
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Accumulated deficit |
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(28,115 |
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(22,035 |
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Total stockholders’ equity |
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18,311 |
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23,522 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
160,398 |
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$ |
168,130 |
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Note: Derived from audited financial statements. See notes to condensed consolidated financial statements
3
PERRY JUDD’S HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003
(DOLLARS IN THOUSANDS)
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THREE MONTHS ENDED MARCH 31, |
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2004 |
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2003 |
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NET SALES |
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$ |
66,396 |
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$ |
74,077 |
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OPERATING EXPENSES: |
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Costs of production and distribution |
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56,526 |
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59,160 |
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Selling, general and administrative |
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7,477 |
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7,872 |
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Depreciation |
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4,658 |
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4,416 |
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Amortization of intangibles |
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30 |
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30 |
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Gain on disposals of equipment |
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(58 |
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(24 |
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Restructuring charges |
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4,140 |
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— |
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72,773 |
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71,454 |
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INCOME (LOSS) FROM OPERATIONS |
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(6,377 |
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2,623 |
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OTHER (INCOME) EXPENSES: |
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Interest expense |
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1,922 |
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2,374 |
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Interest income |
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(24 |
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(36 |
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Gain on repurchases of senior subordinated notes |
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(136 |
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Amortization of deferred financing costs |
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