UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 3, 2004
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
As of August 16, 2004 there were 3,229,343 shares of Common Stock, $.01 par value, outstanding.
JOSTENS HOLDING CORP. AND SUBSIDIARIES
Index to Form 10-Q
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Condensed Consolidated Balance Sheets as of July 3, 2004, January 3, 2004 and June 28, 2003 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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JOSTENS HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three months ended |
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Six months ended |
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In thousands |
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July 3, 2004 |
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Predecessor |
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July 3, 2004 |
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Predecessor |
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Net sales |
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$ |
376,186 |
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$ |
374,936 |
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$ |
519,271 |
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$ |
496,460 |
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Cost of products sold |
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196,867 |
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161,005 |
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257,647 |
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211,750 |
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Gross profit |
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179,319 |
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213,931 |
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261,624 |
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284,710 |
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Selling and administrative expenses |
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116,501 |
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108,589 |
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204,804 |
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180,047 |
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Operating income |
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62,818 |
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105,342 |
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56,820 |
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104,663 |
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Loss on redemption of debt |
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— |
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— |
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420 |
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— |
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Net interest expense |
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20,396 |
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13,535 |
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40,159 |
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27,475 |
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Income before income taxes |
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42,422 |
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91,807 |
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16,241 |
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77,188 |
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Provision for income taxes |
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10,181 |
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38,100 |
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3,898 |
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32,079 |
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Net income |
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32,241 |
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53,707 |
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12,343 |
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45,109 |
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Dividends and accretion on redeemable preferred stock |
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— |
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(3,320 |
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— |
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(6,525 |
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Net income available to common shareholders |
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$ |
32,241 |
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$ |
50,387 |
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$ |
12,343 |
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$ |
38,584 |
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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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Predecessor |
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In thousands, except share amounts |
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July 3, 2004 |
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January 3, 2004 |
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June 28, 2003 |
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ASSETS |
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Cash and cash equivalents |
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$ |
8,215 |
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$ |
24,752 |
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$ |
22,940 |
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Accounts receivable, net |
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82,163 |
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57,018 |
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87,860 |
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Inventories, net |
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49,693 |
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72,523 |
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45,528 |
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Salespersons overdrafts, net of allowance of $10,510, $10,953 and $8,629 |
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21,414 |
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30,062 |
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17,701 |
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Prepaid expenses and other current assets |
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6,433 |
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10,446 |
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5,398 |
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Deferred income taxes |
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10,698 |
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— |
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13,718 |
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Total current assets |
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178,616 |
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194,801 |
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193,145 |
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Property and equipment |
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130,187 |
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119,506 |
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277,452 |
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Less accumulated depreciation |
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(27,984 |
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(13,913 |
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(216,757 |
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Property and equipment, net |
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102,203 |
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105,593 |
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60,695 |
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Goodwill |
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728,101 |
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746,025 |
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16,095 |
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Intangibles, net |
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589,539 |
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644,654 |
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3,561 |
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Other assets |
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37,059 |
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40,340 |
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57,389 |
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$ |
1,635,518 |
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$ |
1,731,413 |
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$ |
330,885 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
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Book overdrafts |
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$ |
2,964 |
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$ |
— |
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$ |
— |
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Short-term borrowings |
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9,675 |
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13,013 |
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