-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QMdQ87RgNLnQ1/gPQ7iEeI581cdSfExhvoHXrrCGWggdl7yf4KxirFgTmqZW67xv K869jTZdEOy1JIEsVQQx1w== 0001104659-04-005531.txt : 20040224 0001104659-04-005531.hdr.sgml : 20040224 20040224082535 ACCESSION NUMBER: 0001104659-04-005531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040224 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOSTENS INC CENTRAL INDEX KEY: 0000054050 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 410343440 STATE OF INCORPORATION: MN FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05064 FILM NUMBER: 04623459 BUSINESS ADDRESS: STREET 1: 5501 NORMAN CTR DR CITY: MINNEAPOLIS STATE: MN ZIP: 55437 BUSINESS PHONE: 6128303300 MAIL ADDRESS: STREET 1: 5501 NORMAN CENTER DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55437 8-K 1 a04-2737_18k.htm 8-K

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  February 24, 2004

 

Commission file number 1-5064

 

Jostens, Inc.

(Exact name of Registrant as specified in its charter)

 

Minnesota

 

41-0343440

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification number)

 

 

 

5501 Norman Center Drive, Minneapolis, Minnesota

 

55437

(Address of principal executive offices)

 

(Zip code)

 

 

 

Registrant’s telephone number, including area code: (952) 830-3300

 

 

 



 

Item 7.    Financial Statements and Exhibits

 

 

(c)

 

Exhibits

 

 

 

 

 

 

 

Exhibit

 

Description

 

 

 

99.1

 

Earnings release issued by Jostens, Inc. on February 24, 2004.

 

 

Item 12.  Results of Operations and Financial Condition

 

On February 24, 2004, Jostens, Inc. issued an earnings release for the quarter and fiscal year ended January 3, 2004.  A copy of the earnings release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 JOSTENS, INC.

 

 

 

 

Date:  February 24, 2004

 

/s/   Robert C. Buhrmaster

 

 

 

Robert C. Buhrmaster

 

 

 

Chairman of the Board

 

 

 

and Chief Executive Officer

 

 

3



 

EXHIBIT INDEX

 

Exhibit

 

Description

99.1

 

Earnings release issued by Jostens on February 24, 2004.

 

4


EX-99.1 3 a04-2737_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

Contact: Marge Brown

 

(952) 830-8463

 

 

JOSTENS REPORTS SALES INCREASE OF 4.3% OVER 2002

 

MINNEAPOLIS, February 24, 2004 – Jostens, Inc. today reported net sales of $198.0 million for the quarter ended January 3, 2004, bringing combined net sales for fiscal year 2003 to $788.2 million.  For the fourth quarter and fiscal year 2002, the Company reported net sales of $184.1 million and $756.0 million, respectively.

 

The Company reported a fourth quarter 2003 net loss of $4.8 million, bringing the combined net loss for fiscal year 2003 to $25.8 million.  For the fourth quarter and fiscal year 2002, the Company reported net income of $3.3 million and $29.9 million, respectively.

 

As a result of its July 29, 2003 merger with a subsidiary established by DLJ Merchant Banking Partners III, L.P. and its affiliated funds and co-investors, the Company has reflected pre-merger and post-merger periods in the condensed consolidated financial statements for the twelve-month period ended January 3, 2004.  The merger transaction was accounted for utilizing purchase accounting, which resulted in a new valuation of the assets and liabilities of the Company.  The Company has presented combined pre-merger and post-merger results for the twelve-month period ended January 3, 2004 in this release to facilitate the comparison of its results with the corresponding periods in 2002.  In addition, the Company has presented adjusted combined operating results for the 2003 periods, which exclude the impact of purchase accounting relating to the transaction, to further enhance comparability with the corresponding periods in 2002.

 

Adjusted EBITDA (as defined in the accompanying condensed consolidated statements of operations) was $42.3 million for the fourth quarter of 2003 and $154.0 million for the adjusted combined twelve months ended January 3, 2004.  In 2002, Adjusted EBITDA was $45.3 million for the fourth quarter and $160.9 million for the full-year.  The Company has presented Adjusted EBITDA because the Company uses it to monitor and evaluate its ongoing operating results and trends, and believes it provides

 



 

investors an understanding of its operating performance over comparative periods.  Because Adjusted EBITDA for the adjusted combined period is derived from the adjusted combined operating results, it excludes the impact of purchase accounting related to the transaction.

 

Capital spending for the year was $23.2 million.  Jostens made an optional pre-payment of $25.0 million on its term loan and repurchased $5.0 million principal amount of its 12.75% senior subordinate notes in the fourth quarter.  At year-end 2003, the Company’s cash position was $19.4 million and $13.0 million was outstanding under the line of credit.

 

“It has been a very busy year with the DLJ merger.  We ended the year consistent with our previous guidance and while we were disappointed from an earnings perspective, primarily due to costs associated with an ERP installation, we are encouraged by the solid sales growth,” said Robert C. Buhrmaster, Chairman and CEO.

 

Jostens is a provider of products, programs and services that help people celebrate important moments, recognize achievements and build affiliation.  The Company’s products include yearbooks, class rings, graduation products, school photography, and awards for athletes and fans.

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements are subject to certain risks and uncertainties that could cause the Company’s actual future results to differ materially from its historical results and those presently anticipated or projected.  You are hereby cautioned that these statements may be affected by our substantial debt, our inability to achieve our business strategies, changes in relationships with our employees or our independent representatives, our dependence on key suppliers, seasonality, fluctuating raw materials prices as well as other factors set forth in the Company’s filings with the Securities and Exchange Commission, and consequently, actual operations and results may differ materially from the results discussed in the forward-looking statements.  The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.  In addition, the use of the term “Adjusted EBITDA” is not intended to be an alternative to the financial results under generally accepted accounting principles in the United States of America.

 

The Company’s condensed consolidated financial statements for the pre-merger period ended July 29, 2003 were prepared using the Company’s historical basis of accounting.  The merger, which was completed on July 29, 2003, was accounted for utilizing purchase accounting, which resulted in a new valuation for the assets and liabilities of the Company.  Although this new basis of accounting began on July 29, 2003, the Company has presented results for the fiscal year ended January 3, 2004 on a combined basis because the Company believes this presentation facilitates the comparison of its results with the corresponding period in 2002.  In addition, the Company has adjusted its operating results for the three-month period ended January 3, 2004 and its combined operating results for the fiscal year ended January 3, 2004 to exclude the impact of purchase accounting as it believes this further enhances comparability to the corresponding periods in 2002.  The foregoing information may contain financial measures other than in accordance with generally accepted accounting principles, and should not be considered in isolation from or as a substitute for the Company’s historical condensed consolidated financial statements.  In addition, the adjusted and adjusted combined operating results may not reflect the actual results the Company would have achieved absent the adjustments and may not be predictive of future results of operations.  The Company presents this information because management uses it to monitor and evaluate the Company’s ongoing operating results and trends, and believes it provides investors an understanding of the Company’s operating performance over comparative periods.

 



 

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

In thousands

 

Post-Merger
Three Months
Ended
January 3, 2004

 

Adjusted
Three Months
Ended
January 3, 2004

 

Pre-Merger
Three Months
Ended
December 28, 2002

 

Net sales

 

$

198,008

 

$

198,008

 

$

184,072

 

Cost of products sold

 

89,164

 

76,982

(1)

67,322

 

Gross profit

 

108,844

 

121,026

 

116,750

 

Selling and administrative expenses

 

97,048

 

86,520

(2)

79,624

 

Loss on redemption of debt

 

404

 

1,523

(3)

 

 

Transaction costs

 

226

 

226

 

 

Operating income

 

11,166

 

32,757

 

37,126

 

Net interest expense

 

18,457

 

19,477

(4)

16,496

 

(Loss) income from continuing operations before income taxes

 

(7,291

)

13,280

 

20,630

 

(Benefit from) provisions for income taxes

 

(2,532

)

5,703

(5)

17,989

 

(Loss) income from continuing operations

 

(4,759

)

7,577

 

2,641

 

Discontinued operations, net of tax

 

 

 

697

 

Net (loss) income

 

$

(4,759

)

$

7,577

 

$

3,338

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (6)

 

$

33,564

 

$

42,321

 

$

45,266

 

 


(1)   Adjusted to reverse $8.6 million of excess purchase price allocated to inventory, $0.2 million of amortization expense for excess purchase price allocated to an intangible asset for order backlog and $3.4 million of depreciation expense for excess purchase price allocated to property and equipment.

 

(2)   Adjusted to reverse $10.8 million of amortization expense for excess purchase price allocated to various intangible assets offset by $0.3 million to adjust depreciation expense for excess purchase price allocated to property and equipment.

 

(3)   Adjusted to reverse $1.1 million of accelerated amortization expense for excess purchase price allocated to a premium in connection with the partial redemption of the senior subordinated notes.

 

(4)   Adjusted to reverse $1.0 million of amortization expense for excess purchase price allocated to a premium on the senior subordinated notes.

 

(5)   Reflects reversal of $8.2 million of income tax benefit on the adjusted items above.

 

(6)   Adjusted EBITDA represents net (loss) income from continuing operations before net interest expense, income taxes, depreciation, amortization, loss on redemption of debt and transaction costs.  The Company believes Adjusted EBITDA provides meaningful additional information that enables management to monitor and evaluate the Company's ongoing operating results and trends, and provides investors an understanding of operating performance over comparative periods.  Adjusted EBITDA is also one component of measurement used in the Company's compensation plans.  Adjusted EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles, or as an alternative to cash flows as a source of liquidity, and may not be comparable with Adjusted EBITDA as defined by other companies.  The Company may not be permitted to present Adjusted EBITDA in its filings with the SEC to the extent its adjustments to EBITDA eliminate items identified as non-recurring, infrequent or unusual when the nature of the charge makes it reasonably likely to recur.  Investors should make their own assessment as to the appropriateness of these adjustments.  The calculation of Adjusted EBITDA is as follows:

 

In thousands

 

Post-Merger
Three Months
Ended
January 3, 2004

 

Adjusted
Three Months
Ended
January 3, 2004

 

Pre-Merger
Three Months
Ended
December 28, 2002

 

Net (loss) income from continuing operations

 

$

(4,759

)

$

7,577

 

$

2,641

 

Net interest expense, including amortization of debt issuance costs

 

18,457

 

19,477

 

16,496

 

Provision for income taxes

 

(2,532

)

5,703

 

17,989

 

Depreciation expense

 

10,038

 

7,069

 

7,323

 

Amortization expense in cost of goods sold

 

180

 

 

 

Amortization expense in selling and administrative expenses

 

11,381

 

577

 

604

 

Loss on redemption of debt

 

404

 

1,523

 

 

Transaction costs

 

226

 

226

 

 

Other

 

169

 

169

 

213

 

Adjusted EBITDA

 

$

33,564

 

$

42,321

 

$

45,266

 

 



 

In thousands

 

Post-Merger
July 30, 2003 -
January 3, 2004

 

Pre-Merger
December 29, 2002 -
July 29, 2003

 

Combined
Year Ended
January 3, 2004

 

Adjusted
Combined
Year Ended
January 3, 2004

 

Pre-Merger
Year Ended
December 28, 2002

 

Net sales

 

$

284,171

 

$

504,058

 

$

788,229

 

$

788,229

 

$

755,984

 

Cost of products sold

 

162,656

 

218,594

 

381,250

 

337,921

(1)

315,961

 

Gross profit

 

121,515

 

285,464

 

406,979

 

450,308

 

440,023

 

Selling and administrative expenses

 

143,845

 

196,430

 

340,275

 

322,952

(2)

306,449

 

Loss on redemption of debt

 

503

 

13,878

 

14,381

 

15,500

(3)

1,765

 

Transaction costs

 

226

 

30,960

 

31,186

 

31,186

 

 

Operating (loss) income

 

(23,059

)

44,196

 

21,137

 

80,670

 

131,809

 

Net interest expense

 

28,298

 

32,446

 

60,744

 

62,653

(4)

67,326

 

(Loss) income from continuing operations before income taxes

 

(51,357

)

11,750

 

(39,607

)

18,017

 

64,483

 

(Benefit from) provision for income taxes

 

(17,955

)

8,695

 

(9,260

)

13,629

(5)

36,214

 

(Loss) income from continuing operations

 

(33,402

)

3,055

 

(30,347

)

4,388

 

28,269

 

Discontinued operations, net of tax

 

 

 

 

 

1,637

 

Cumulative effect of accounting change

 

 

4,585

 

4,585

 

4,585

 

 

Net (loss) income

 

$

(33,402

)

$

7,640

 

$

(25,762

)

$

8,973

 

$

29,906

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (6)

 

$

12,533

 

$

103,580

 

$

116,113

 

$

154,007

 

$

160,925

 

 


(1)   Adjusted to reverse $37.7 million of excess purchase price allocated to inventory, $2.2 million of amortization expense for excess purchase price allocated to an intangible asset for order backlog and $3.4 million of depreciation expense for excess purchase price allocated to property and equipment.

 

(2)   Adjusted to reverse $17.6 million of amortization expense for excess purchase price allocated to various intangible assets offset by $0.3 million to adjust depreciation expense for excess purchase price allocated to property and equipment.

 

(3)   Adjusted to reverse $1.1 million of accelerated amortization expense for excess purchase price allocated to a premium in connection with the partial redemption of the senior subordinated notes.

 

(4)   Adjusted to reverse $1.9 million of amortization expense for excess purchase price allocated to a premium on the senior subordinated notes.

 

(5)   Reflects reversal of $22.9 million of income tax benefit on the adjusted items above.

 

(6)   Adjusted EBITDA represents net (loss) income from continuing operations before net interest expense, income taxes, depreciation, amortization, loss on redemption of debt and transaction costs.  The Company believes Adjusted EBITDA provides meaningful additional information that enables management to monitor and evaluate the Company's ongoing operating results and trends, and provides investors an understanding of operating performance over comparative periods.  Adjusted EBITDA is also one component of measurement used in the Company's compensation plans.  Adjusted EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles, or as an alternative to cash flows as a source of liquidity, and may not be comparable with Adjusted EBITDA as defined by other companies.  The Company may not be permitted to present Adjusted EBITDA in its filings with the SEC to the extent its adjustments to EBITDA eliminate items identified as non-recurring, infrequent or unusual when the nature of the charge makes it reasonably likely to recur.  Investors should make their own assessment as to the appropriateness of these adjustments.  The calculation of Adjusted EBITDA is as follows:

 

In thousands

 

Post-Merger
July 30, 2003 -
January 3, 2004

 

Pre-Merger
December 29, 2002 -
July 29, 2003

 

Combined
Year Ended
January 3, 2004

 

Adjusted
Combined
Year Ended
January 3, 2004

 

Pre-Merger
Year Ended
December 28, 2002

 

Net (loss) income from continuing operations

 

$

(33,402

)

$

3,055

 

$

(30,347

)

$

4,388

 

$

28,269

 

Net interest expense, including amortization of debt issuance costs

 

28,298

 

32,446

 

60,744

 

62,653

 

67,326

 

Provision for income taxes

 

(17,955

)

8,695

 

(9,260

)

13,629

 

36,214

 

Depreciation expense

 

13,900

 

12,649

 

26,549

 

23,580

 

24,645

 

Amortization expense in cost of goods sold

 

2,190

 

 

2,190

 

 

 

Amortization expense in selling and administrative expenses

 

18,431

 

1,939

 

20,370

 

2,771

 

2,252

 

Loss on redemption of debt

 

503

 

13,878

 

14,381

 

15,500

 

1,765

 

Transaction costs

 

226

 

30,960

 

31,186

 

31,186

 

 

Other

 

342

 

(42

)

300

 

300

 

454

 

Adjusted EBITDA

 

$

12,533

 

$

103,580

 

$

116,113

 

$

154,007

 

$

160,925

 

 



 

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

In thousands

 

January 3,
2004

 

December 28,
2002

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

19,371

 

$

10,938

 

Accounts receivable, net

 

57,018

 

59,027

 

Inventories

 

72,523

 

69,348

 

Other current assets

 

40,508

 

47,830

 

Total current assets

 

189,420

 

187,143

 

 

 

 

 

 

 

Noncurrent assets

 

 

 

 

 

Property and equipment, net

 

105,593

 

65,448

 

Goodwill and other intangibles, net

 

1,390,679

 

14,929

 

Other assets

 

34,666

 

60,001

 

 

 

$

1,720,358

 

$

327,521

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Short-term borrowings

 

$

13,013

 

$

8,960

 

Accounts payable and accrued expenses

 

246,876

 

232,177

 

Current portion of long-term debt

 

 

17,094

 

Total current liabilities

 

259,889

 

258,231

 

 

 

 

 

 

 

Noncurrent liabilities

 

 

 

 

 

Long-term debt net of current maturities

 

685,407

 

563,334

 

Redeemable preferred stock

 

135,272

 

 

Deferred income taxes

 

231,890

 

9,668

 

Other noncurrent liabilities

 

23,359

 

7,978

 

Total liabilities

 

1,335,817

 

839,211

 

 

 

 

 

 

 

Redeemable preferred stock

 

 

70,790

 

 

 

 

 

 

 

Shareholders' equity (deficit)

 

384,541

 

(582,480

)

 

 

$

1,720,358

 

$

327,521

 

 



 

 

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

For the Periods

 

 

 

Post-Merger

 

Pre-Merger

 

In thousands

 

July 30, 2003 -
January 3, 2004

 

December 29, 2002 -
July 29, 2003

 

Year ended
December 28, 2002

 

Operating activities

 

 

 

 

 

 

 

Net (loss) income

 

$

(33,402

)

$

7,640

 

$

29,906

 

Depreciation and amortization

 

36,132

 

17,700

 

34,319

 

Accrued interest on redeemable preferred stock

 

5,598

 

842

 

 

Deferred income taxes

 

(17,404

)

(1,500

)

11,805

 

Cumulative effect of accounting change

 

 

(4,585

)

 

Other non-cash reconciling adjustments

 

683

 

16,643

 

806

 

Changes in assets and liabilities

 

80,177

 

(43,533

)

(21,364

)

Net cash provided by (used for) operating activities

 

71,784

 

(6,793

)

55,472

 

Investing activities

 

 

 

 

 

 

 

Acquisitions of businesses, net of cash acquired

 

(10,936

)

(5,008

)

 

Purchases of property and equipment

 

(17,041

)

(6,129

)

(22,843

)

Other

 

(11

)

(738

)

31

 

Net cash used for investing activities

 

(27,988

)

(11,875

)

(22,812

)

Financing activities

 

 

 

 

 

 

 

Net short-term borrowings

 

620

 

1,500

 

8,960

 

Repurchases of common stock and warrants

 

 

(471,044

)

(2,706

)

Principal payments on long-term debt

 

(25,000

)

(379,270

)

(60,855

)

Redemption of senior subordinated notes

 

(9,325

)

 

(8,456

)

Proceeds from issuance of long-term debt

 

3,705

 

475,000

 

 

Proceeds from issuance of common shares

 

 

417,934

 

 

Debt financing costs

 

 

(20,212

)

(1,620

)

Merger costs

 

 

(12,608

)

 

Other

 

 

 

1,625

 

(145

)

Net cash (used for) provided by financing activities

 

(30,000

)

12,925

 

(64,822

)

Effect of exchange rate changes on cash and cash equivalents

 

144

 

236

 

 

Increase (decrease) in cash and cash equivalents

 

13,940

 

(5,507

)

(32,162

)

Cash and cash equivalents, beginning of period

 

5,431

 

10,938

 

43,100

 

Cash and cash equivalents, end of period

 

$

19,371

 

$

5,431

 

$

10,938

 

 

 

 

 

 

 

 

 

Free cash flow (1)

 

$

43,796

 

$

(18,668

)

$

32,660

 

 


(1)   Free cash flow represents cash provided by or used for operating and investing activities, and excludes the effects of cash flow from financing activities.  Free cash flow is a non-GAAP metric used by management to measure the Company's ability to service its indebtedness.  Free cash flow should not be considered in isolation or as a substitute for measures of liquidity prepared in accordance with generally accepted accounting principles.  Free cash flow is not necessarily comparable with similarly titled measures reported by other companies.  The following table reconciles the Company's reported cash flows from operating activites to free cash flow:

 

 

 

For the Periods

 

 

 

Post-Merger

 

Pre-Merger

 

In thousands

 

July 30, 2003 -
January 3, 2004

 

December 29, 2002 -
July 29, 2003

 

Year ended
December 28, 2002

 

Net cash used for operating activities

 

$

71,784

 

$

(6,793

)

$

55,472

 

Net cash used for investing activities

 

(27,988

)

(11,875

)

(22,812

)

Free cash flow

 

$

43,796

 

$

(18,668

)

$

32,660

 

 


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