UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
|
For Quarter Ended: |
|
Commission File Number |
|
September 30, 2004 |
|
333-113982 |
AFFINITY GROUP, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
13-3377709 |
|
(State of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
|
|
|
|
2575
Vista Del Mar Drive |
|
(805) 667-4100 |
|
(Address of principal executive offices) |
|
(Registrant’s
telephone |
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
9% Senior Subordinated Notes Due 2012
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 o NO ý
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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Class |
|
|
Outstanding as of |
|
|
Common Stock, $.001 par value |
|
2,000 |
|
|
DOCUMENTS INCORPORATED BY REFERENCE: None
AFFINITY GROUP, INC. AND SUBSIDIARIES
INDEX
AFFINITY GROUP, INC. AND SUBSIDIARIES
(In Thousands, except share amounts)
|
|
|
9/30/04 |
|
12/31/03 |
|
||||
|
|
|
(unaudited) |
|
(restated— |
|
||||
|
ASSETS |
|
|
|
|
|
||||
|
CURRENT ASSETS: |
|
|
|
|
|
||||
|
Cash and cash equivalents |
|
$ |
34,932 |
|
$ |
6,115 |
|
||
|
Accounts receivable, less allowance for doubtful accounts of $1,471 in 2004 and $1,039 in 2003 |
|
21,470 |
|
25,394 |
|
||||
|
Inventories |
|
43,143 |
|
36,839 |
|
||||
|
Prepaid expenses and other assets |
|
16,097 |
|
10,588 |
|
||||
|
Deferred tax assets, net |
|
4,661 |
|
4,661 |
|
||||
|
Total current assets |
|
120,303 |
|
83,597 |
|
||||
|
|
|
|
|
|
|
||||
|
PROPERTY AND EQUIPMENT, net |
|
27,709 |
|
27,214 |
|
||||
|
NOTES FROM AFFILIATES |
|
4,759 |
|
9,103 |
|
||||
|
INTANGIBLE ASSETS, net |
|
26,690 |
|
25,197 |
|
||||
|
GOODWILL, net |
|
146,517 |
|
150,070 |
|
||||
|
DEFERRED TAX ASSETS, net |
|
7,861 |
|
5,306 |
|
||||
|
OTHER ASSETS |
|
1,828 |
|
2,375 |
|
||||
|
Total assets |
|
$ |
335,667 |
|
$ |
302,862 |
|
||
|
|
|
|
|
|
|
||||
|
LIABILITIES AND STOCKHOLDER’S DEFICIT |
|
|
|
|
|
||||
|
CURRENT LIABILITIES: |
|
|
|
|
|
||||
|
Accounts payable |
|
$ |
17,888 |
|
$ |
12,711 |
|
||
|
Accrued interest |
|
2,604 |
|
4,099 |
|
||||
|
Accrued income taxes |
|
5,653 |
|
2,883 |
|
||||
|
Accrued liabilities |
|
36,493 |
|
30,887 |
|
||||
|
Deferred revenues and gains |
|
66,406 |
|
57,309 |
|
||||
|
Current portion of long-term debt |
|
1,478 |
|
1,478 |
|
||||
|
Total current liabilities |
|
130,522 |
|
109,367 |
|
||||
|
|
|
|
|
|
|
||||
|
DEFERRED REVENUES AND GAINS |
|
40,079 |
|
41,101 |
|
||||
|
LONG-TERM DEBT, net of current portion |
|
312,599 |
|
238,649 |
|
||||
|
OTHER LONG-TERM LIABILITIES |
|
2,236 |
|
2,650 |
|
||||
|
|
|
485,436 |
|
391,767 |
|
||||
|
|
|
|
|
|
|
||||
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
STOCKHOLDER’S DEFICIT: |
|
|
|
|
|
||||
|
Preferred stock, $.001 par value, 1,000 shares authorized, none issued or outstanding |
|
— |
|
— |
|
||||
|
Common stock, $.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding |
|
1 |
|
1 |
|
||||
|
Accumulated deficit |
|
(149,770 |
) |
(88,906 |
) |
||||
|
Total stockholder’s deficit |
|
(149,769 |
) |
(88,905 |
) |
||||
|
Total liabilities and stockholder’s deficit |
|
$ |
335,667 |
|
$ |
302,862 |
|
||
See notes to consolidated financial statements.
1
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (See Note 1)
(In Thousands)
(Unaudited)
|
|
|
THREE MONTHS ENDED |
|
||||
|
|
|
9/30/2004 |
|
9/30/2003 |
|
||
|
REVENUES: |
|
|
|
|
|
||
|
Membership services |
|
$ |
32,824 |
|
$ |
32,237 |
|
|
Publications |
|
13,367 |
|
11,494 |
|
||
|
Retail |
|
71,422 |
|
66,368 |
|
||
|
|
|
117,613 |
|
110,099 |
|
||
|
|
|
|
|
|
|
||
|
COSTS APPLICABLE TO REVENUES: |
|
|
|
|
|
||
|
Membership services |
|
21,546 |
|
21,347 |
|
||
|
Publications |
|
9,585 |
|||||