UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10–Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE TRANSITION PERIOD FROM TO |
COMMISSION FILE NUMBER 333–110441
THE SHERIDAN GROUP, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
52–1659314 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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11311 McCormick Road, Suite 260 |
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Hunt Valley, Maryland |
21031–1437 |
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(Address of principal executive offices) |
(Zip Code) |
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410–785–7277 |
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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 for the past 90 days. Yes ý No o
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 May 13, 2005.
The Sheridan Group, Inc. and Subsidiaries
Quarterly Report
For the Quarter Ended March 31, 2005
INDEX
2
PART I — FINANCIAL INFORMATION
THE
SHERIDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, 2005 |
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December 31, 2004 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
297,640 |
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$ |
4,974,615 |
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Accounts receivable, net of allowance for doubtful accounts of $1,139,415 and $1,136,719, respectively |
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35,639,125 |
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32,893,070 |
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Inventories |
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17,711,786 |
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18,562,870 |
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Other current assets |
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3,526,174 |
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4,325,228 |
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Refundable income taxes |
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2,086,770 |
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2,531,073 |
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Deferred income taxes |
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1,907,748 |
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1,907,748 |
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Total current assets |
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61,169,243 |
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65,194,604 |
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Property, plant and equipment, net |
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116,838,561 |
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115,253,354 |
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Intangibles, net |
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47,848,162 |
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48,281,162 |
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Goodwill |
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47,102,734 |
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47,102,734 |
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Deferred financing costs, net |
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8,218,288 |
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8,672,108 |
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Other assets |
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4,163,604 |
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3,893,675 |
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Total assets |
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$ |
285,340,592 |
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$ |
288,397,637 |
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LIABILITIES |
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Current liabilities: |
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Accounts payable |
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$ |
18,552,093 |
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$ |
17,487,828 |
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Accrued expenses |
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18,630,058 |
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24,214,084 |
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Total current liabilities |
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37,182,151 |
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41,701,912 |
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Notes payable and revolving credit facility |
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165,707,355 |
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164,893,650 |
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Deferred income taxes |
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24,788,544 |
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24,788,544 |
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Other liabilities |
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3,128,601 |
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2,948,686 |
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Total liabilities |
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230,806,651 |
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234,332,792 |
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Commitments and contingencies (Note 10) |
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STOCKHOLDERS’ EQUITY |
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Common stock, $0.01 par value; 100 shares authorized;1 share issued and outstanding at March 31, 2005 and December 31, 2004 |
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— |
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Additional paid–in capital |
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50,975,000 |
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50,975,000 |
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Retained earnings |
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3,558,941 |
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3,089,845 |
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Total stockholders’ equity |
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54,533,941 |
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54,064,845 |
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Total liabilities and stockholders’ equity |
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$ |
285,340,592 |
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$ |
288,397,637 |
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The accompanying notes are an integral part of the consolidated financial statements
3
THE SHERIDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2005 and 2004
(Unaudited)
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March 31, 2005 |
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March 31, 2004 |
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Net sales |
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$ |
84,994,990 |
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$ |
54,396,380 |
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Cost of sales |
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68,668,782 |
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41,025,133 |
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Gross profit |
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16,326,208 |
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13,371,247 |
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Selling administrative and other general expenses |
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10,076,872 |
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8,785,659 |
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Amortization of intangibles |
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487,551 |
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418,149 |
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Total operating expenses |
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10,564,423 |
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9,203,808 |
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Operating income |
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5,761,785 |
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4,167,439 |
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Other (income) expense: |
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Interest expense |
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4,747,750 |
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3,098,804 |
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Interest income |
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(45,143 |
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(39,972 |
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Other, net |
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60,463 |
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(14,213 |
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Total other expense |
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4,763,070 |
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3,044,619 |
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Income before income taxes |
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998,715 |
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1,122,820 |
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Income tax provision |
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529,619 |
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448,868 |
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Net income |
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$ |
469,096 |
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$ |
673,952 |
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The accompanying notes are an integral part of the consolidated financial statements