UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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ý QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE |
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For the Quarterly Period Ended April 3, 2004 |
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OR |
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o TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE |
Commission file number 333-112055
Jostens Holding Corp.
(Exact name of Registrant as specified in its charter)
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Delaware |
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20-0049713 |
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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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5501 American Boulevard West |
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55437 |
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(Address of principal executive offices) |
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(Zip code) |
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Registrant’s telephone number: (952) 830-3300 |
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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 requirement 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 Act). Yes o No ý
Number of shares of the Registrant’s Common Stock outstanding as of May 14, 2004: 3,229,343
Jostens Holding Corp. and Subsidiaries
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Condensed Consolidated Balance Sheets as of April 3, 2004, January 3, 2004 and March 29, 2003 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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JOSTENS HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three months ended |
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In thousands |
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April 3, 2004 |
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Predecessor |
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Net sales |
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$ |
143,085 |
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$ |
121,524 |
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Cost of products sold |
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60,780 |
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50,745 |
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Gross profit |
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82,305 |
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70,779 |
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Selling and administrative expenses |
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88,303 |
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71,458 |
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Operating loss |
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(5,998 |
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(679 |
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Loss on redemption of debt |
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420 |
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— |
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Net interest expense |
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19,763 |
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13,940 |
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Loss before income taxes |
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(26,181 |
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(14,619 |
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Benefit from income taxes |
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(6,283 |
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(6,021 |
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Net loss |
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(19,898 |
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(8,598 |
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Dividends and accretion on redeemable preferred stock |
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— |
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(3,205 |
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Net loss available to common shareholders |
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$ |
(19,898 |
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$ |
(11,803 |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1
JOSTENS HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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In thousands, except share amounts |
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April 3, |
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January 3, |
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Predecessor |
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ASSETS |
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Cash and cash equivalents |
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$ |
31,272 |
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$ |
24,752 |
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$ |
20,868 |
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Accounts receivable, net |
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48,470 |
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57,018 |
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46,193 |
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Inventories, net |
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111,880 |
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72,523 |
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108,484 |
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Salespersons overdrafts, net of allowance of $11,144, $10,953 and 8,567 |
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32,916 |
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30,062 |
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31,110 |
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Prepaid expenses and other current assets |
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11,780 |
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10,446 |
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25,133 |
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Total current assets |
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236,318 |
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194,801 |
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231,788 |
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Property and equipment |
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126,406 |
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119,506 |
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279,718 |
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Less accumulated depreciation |
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(20,515 |
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(13,913 |
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(215,783 |
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Property and equipment, net |
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105,891 |
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105,593 |
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63,935 |
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Goodwill |
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726,040 |
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746,025 |
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19,286 |
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Intangibles, net |
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633,216 |
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644,654 |
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689 |
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Other assets |
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39,059 |
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40,340 |
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58,897 |
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$ |
1,740,524 |
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$ |
1,731,413 |
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$ |
374,595 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
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Short-term borrowings |
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$ |
9,163 |
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$ |
13,013 |
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$ |
9,520 |
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Commissions payable |
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25,151 |
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16,736 |
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21,531 |
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Customer deposits |
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193,036 |
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149,809 |
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189,863 |
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Income taxes payable |
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8,331 |
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8,833 |
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— |
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Interest payable |
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11,298 |
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4,910 |
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16,579 |
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Current portion of long-term debt |
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— |
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17,094 |
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Other accrued liabilities, including deferred tax liabilities of $3,852, $4,283 and $0 |
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62,889 |
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67,055 |
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59,140 |
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Total current liabilities |
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309,868 |
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260,356 |
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313,727 |
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Long-term debt - less current maturities |
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838,372 |
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836,693 |
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563,666 |
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Redeemable preferred securities (liquidation preference: $102,519 and $99,052) |
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118,913 |
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135,272 |
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— |
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Deferred income taxes |
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225,898 |
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231,416 |
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10,053 |
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Other noncurrent liabilities |
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23,130 |
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23,359 |
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7,023 |
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Total liabilities |
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1,516,181 |
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1,487,096 |
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894,469 |
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Commitments and contingencies |
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Redeemable preferred stock (liquidation preference: $87,302) |
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— |
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— |
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73,995 |
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