SHERIDAN GROUP INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 SEPTEMBER 30, 2004

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 333-110441

THE SHERIDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland		52-1659314
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11311 McCormick Road, Suite 260
Hunt Valley, Maryland		21031-1437
(Address of principal executive offices)		(Zip Code)

410-785-7277

(Registrant’s telephone number, including area code)

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 Exchange Act Rule 12b-2). Yes o No ý

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

There was 1 share of Common Stock outstanding as of November 12, 2004.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

THE SHERIDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2004		December 31, 2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	393,017	$	9,917,752
Accounts receivable, net	34,844,678		25,156,695
Inventories	20,981,807		5,993,361
Other current assets	5,971,624		3,761,439
Refundable income taxes	918,818		95,221
Assets held for sale	1,353,688		—
Total current assets	64,463,632		44,924,468

Property, plant and equipment, net	111,870,198		57,277,009
Intangibles, net	48,714,163		46,440,867
Goodwill	48,132,948		44,641,054
Deferred financing costs, net	8,766,922		6,426,628
Other assets	3,710,270		2,777,817
Total assets	$	285,658,133	$	202,487,843

LIABILITIES

Current liabilities:
Accounts payable	$	14,804,818	$	8,677,022
Accrued expenses	20,479,953		16,369,213
Total current liabilities	35,284,771		25,046,235

Notes payable	169,406,190		103,641,351
Deferred income taxes and other liabilities	26,788,437		26,040,044
Total liabilities	231,479,398		154,727,630

STOCKHOLDERS’ EQUITY

Common stock ($0.01 par value)	—		—
Additional paid-in capital	50,975,000		47,000,000
Retained earnings	3,203,735		760,213
Total stockholders’ equity	54,178,735		47,760,213

Total liabilities and stockholders’ equity	$	285,658,133	$	202,487,843

See Accompanying Notes to the Consolidated Interim Financial Statements

THE SHERIDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended September 30, 2004		One Month and Eleven-Days Ended September 30, 2003		One Month and Twenty-Days Ended August 20, 2003		Nine Months Ended September 30, 2004		One Month and Eleven-Days Ended September 30, 2003		Seven Months and Twenty-Days Ended August 20, 2003
	(Successor Company)		(Successor Company)		(Predecessor Company)		(Successor Company)		(Successor Company)		(Predecessor Company)

Net sales	$	82,515,682	$	24,797,510	$	27,315,572	$	200,850,482	$	24,797,510	$	131,904,436

Cost of sales	65,929,708		19,113,113		20,873,726		156,022,663		19,113,113		100,065,635

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Consolidated Balance Sheets at September 30, 2004 (unaudited) and December 31, 2003
	Consolidated Statements of Income for the three and nine months ended September 30, 2004 (unaudited) and the one-month and eleven-days ended September 30, 2003 (unaudited) and the one-month and twenty-days ended August 20, 2003 (unaudited) and the seven-months and twenty-days ended August 20, 2003
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 (unaudited) and the one-month and eleven-days ended September 30, 2003 (unaudited) and the seven-months and twenty-days ended August 20, 2003
	Notes to Consolidated Interim Financial Statements (unaudited)

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.	Defaults Upon Senior Securities

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5.	Other Information

Item 6.	Exhibits

SIGNATURES

EXHIBIT INDEX