EX-99.1 2 a04-8778_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Contact: Marge Brown

(952) 830-8463

 

JOSTENS REPORTS SALES INCREASE FOR THE SECOND QUARTER AND FIRST HALF OF 2004

 

MINNEAPOLIS, August 5, 2004 – Jostens, Inc. today reported net sales for the quarter ended July 3, 2004 of $376.2 million, bringing net sales for the first half of fiscal 2004 to $519.3 million.  For the second quarter and first half of fiscal 2003, the Company reported net sales of $374.9 million and $496.5 million, respectively.

 

The Company reported net income of $41.8 million for the second quarter of fiscal 2004 and $21.9 million for the first half of fiscal 2004.  For the second quarter and first half of fiscal 2003, the Company reported net income of $53.7 million and $45.1 million, respectively.

 

The Company has accounted for its July 29, 2003 merger with a subsidiary established by DLJ Merchant Banking Partners III, L.P. and its affiliated funds and co-investors utilizing purchase accounting, which resulted in a new valuation of the assets and liabilities of the Company.  In the accompanying statements of operations, the Company has presented adjusted operating results for the second quarter and first half of fiscal 2004, which exclude the impact of purchase accounting relating to the transaction, to further enhance comparability with the corresponding 2003 periods.  Net income excluding purchase accounting was $68.7 million and $55.9 million for the second quarter and first half, respectively.

 

Adjusted EBITDA (as defined in the accompanying condensed consolidated statements of operations) was $114.3 million for the second quarter and $127.6 million for the first half of fiscal 2004.  For the second quarter and first half of fiscal 2003, the Company reported Adjusted EBITDA of $111.7 million and $117.2 million, respectively.  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.

 

Capital spending for the first half was $6.7 million.  In the first half of fiscal year 2004, Jostens also repurchased $5.0 million principal amount of its 12.75% senior subordinated notes and made an optional pre-payment on the bank term loan of $36.0 million.

 

“We had a strong first-half performance from our key spring product lines of yearbook and graduation products and overall are pleased with our performance,” said Michael L. Bailey, 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 three and six-month pre-merger periods ended June 28, 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 adjusted its operating results for the three and six-month post-merger periods ended July 3, 2004 to exclude the impact of purchase accounting as it believes this presentation facilitates the comparison of its results with the corresponding period in 2003.  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 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
July 3, 2004

 

Adjusted
Three Months
Ended
July 3, 2004

 

Pre-Merger
Three Months
Ended
June 28, 2003

 

Net sales

 

$

376,186

 

$

376,186

 

$

374,936

 

Cost of products sold

 

196,867

 

161,558

(1)

161,005

 

Gross profit

 

179,319

 

214,628

 

213,931

 

Selling and administrative expenses

 

116,470

 

106,100

(2)

108,589

 

Operating income

 

62,849

 

108,528

 

105,342

 

Net interest expense

 

16,360

 

17,481

(3)

13,535

 

Earnings before income taxes

 

46,489

 

91,047

 

91,807

 

Provision for income taxes

 

4,649

 

22,298

(4)

38,100

 

Net income

 

$

41,840

 

$

68,749

 

$

53,707

 

 

 

 

 

 

 

 

 

Adjusted EBITDA(5)

 

$

114,272

 

$

114,272

 

$

111,723

 

 


(1)          Adjusted to reverse $33.3 million of amortization expense for excess purchase price allocated to an intangible asset for order backlog and $2.0 million of depreciation expense for excess purchase price allocated to property and equipment.

 

(2)          Adjusted to reverse $10.0 million of amortization expense for excess purchase price allocated to various intangible assets and $0.4 million of depreciation expense for excess purchase price allocated to property and equipment.

 

(3)          Adjusted to reverse $1.1 million of amortization for excess purchase price allocated to premiums on the senior subordinated notes and redeemable preferred stock.

 

(4)          Reflects $17.6 million of income tax benefit on the adjusted items above.

 

(5)          Adjusted EBITDA represents net loss before net interest expense, income taxes, depreciation, amortization, loss on redemption of debt, management advisory fees and other miscellaneous items.  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
July 3, 2004

 

Adjusted
Three Months
Ended
July 3, 2004

 

Pre-Merger
Three Months
Ended
June 28, 2003

 

Net income

 

$

41,840

 

$

68,749

 

$

53,707

 

Net interest expense, including amortization of debt issuance costs

 

16,360

 

17,481

 

13,535

 

Provision for income taxes

 

4,649

 

22,298

 

38,100

 

Depreciation expense

 

7,115

 

4,820

 

5,428

 

Amortization expense

 

43,890

 

563

 

995

 

Management advisory fees

 

375

 

375

 

 

Other

 

43

 

(14

)

(42

)

Adjusted EBITDA

 

$

114,272

 

$

114,272

 

$

111,723

 

 



 

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

In thousands

 

Post-Merger
Six Months
Ended
July 3, 2004

 

Adjusted
Six Months
Ended
July 3, 2004

 

Pre-Merger
Six Months
Ended
June 28, 2003

 

Net sales

 

$

519,271

 

$

519,271

 

$

496,460

 

Cost of products sold

 

257,647

 

219,369

(1)

211,750

 

Gross profit

 

261,624

 

299,902

 

284,710

 

Selling and administrative expenses

 

204,695

 

183,957

(2)

180,047

 

Operating income

 

56,929

 

115,945

 

104,663

 

Loss on redemption of debt

 

420

 

1,276

(3)

 

Net interest expense

 

32,189

 

34,167

(4)

27,475

 

Earnings before income taxes

 

24,320

 

80,502

 

77,188

 

Provision for income taxes

 

2,432

 

24,609

(5)

32,079

 

Net income

 

$

21,888

 

$

55,893

 

$

45,109

 

 

 

 

 

 

 

 

 

Adjusted EBITDA(6)

 

$

127,604

 

$

127,604

 

$

117,249

 

 


(1)          Adjusted to reverse $34.4 million of amortization expense for excess purchase price allocated to an intangible asset for order backlog and $3.9 million of depreciation expense for excess purchase price allocated to property and equipment.

 

(2)          Adjusted to reverse $20.0 million of amortization expense for excess purchase price allocated to various intangible assets and $0.7 million of depreciation expense for excess purchase price allocated to property and equipment.

 

(3)          In connection with the partial redemption of the senior subordinated notes, adjusted to reverse $0.9 million of accelerated amortization for excess purchase price allocated to a premium on the notes.

 

(4)          Adjusted to reverse $2.0 million of amortization for excess purchase price allocated to premiums on the senior subordinated notes and redeemable preferred stock.

 

(5)          Reflects $22.2 million of income tax benefit on the adjusted items above.

 

(6)          Adjusted EBITDA represents net loss before net interest expense, income taxes, depreciation, amortization, loss on redemption of debt, management advisory fees and other miscellaneous items.  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
Six Months
Ended
July 3, 2004

 

Adjusted
Six Months
Ended
July 3, 2004

 

Pre-Merger
Six Months
Ended
June 28, 2003

 

Net income

 

$

21,888

 

$

55,893

 

$

45,109

 

Net interest expense, including amortization of debt issuance costs

 

32,189

 

34,167

 

27,475

 

Provision for income taxes

 

2,432

 

24,609

 

32,079

 

Depreciation expense

 

14,095

 

9,569

 

10,941

 

Amortization expense

 

55,540

 

1,126

 

1,687

 

Loss on redemption of debt

 

420

 

1,276

 

 

Management advisory fees

 

629

 

629

 

 

Other

 

411

 

335

 

(42

)

Adjusted EBITDA

 

$

127,604

 

$

127,604

 

$

117,249

 

 



 

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

In thousands

 

Post-Merger
July 3, 2004

 

Pre-Merger
June 28, 2003

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,555

 

$

22,940

 

Accounts receivable, net

 

82,163

 

87,860

 

Inventories

 

49,693

 

45,528

 

Other current assets

 

38,349

 

36,817

 

Total current assets

 

174,760

 

193,145

 

 

 

 

 

 

 

Property and equipment, net

 

97,369

 

60,695

 

Goodwill and other intangibles, net

 

1,317,640

 

19,656

 

Other assets

 

31,367

 

57,389

 

 

 

$

1,621,136

 

$

330,885

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

$

9,675

 

$

8,880

 

Accounts payable and accrued expenses

 

193,214

 

197,999

 

Current portion of long-term debt

 

5,150

 

18,411

 

Total current liabilities

 

208,039

 

225,290

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

637,419

 

554,463

 

Redeemable preferred stock

 

122,435

 

 

Deferred income taxes

 

223,326

 

10,533

 

Other noncurrent liabilities

 

23,344

 

6,362

 

Total liabilities

 

1,214,563

 

796,648

 

 

 

 

 

 

 

Redeemable preferred stock

 

 

77,316

 

 

 

 

 

 

 

Shareholders’ equity (deficit)

 

406,573

 

(543,079

)

 

 

$

1,621,136

 

$

330,885

 

 



 

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Six Months Ended

 

In thousands

 

Post-Merger
July 3, 2004

 

Pre-Merger
June 28, 2003

 

Net income

 

$

21,888

 

$

45,109

 

Depreciation and amortization

 

71,525

 

15,292

 

Accrued interest on redeemable preferred stock

 

7,163

 

 

Deferred income taxes

 

(22,177

)

 

Other non-cash reconciling adjustments

 

463

 

95

 

Changes in assets and liabilities

 

(45,052

)

(28,343

)

Net cash provided by operating activities

 

33,810

 

32,153

 

Acquisition of business, net of cash acquired

 

 

(5,008

)

Purchases of property and equipment

 

(6,656

)

(5,369

)

Other

 

18

 

(407

)

Net cash used for investing activities

 

(6,638

)

(10,784

)

Principal payments on long-term debt

 

(36,000

)

(8,218

)

Redemption of senior subordinated notes

 

(5,800

)

 

Other

 

(126

)

(1,420

)

Net cash used for financing activities

 

(41,926

)

(9,638

)

Effect of exchange rate changes on cash and cash equivalents

 

(62

)

271

 

(Decrease) increase in cash and cash equivalents

 

(14,816

)

12,002

 

Cash and cash equivalents, beginning of period

 

19,371

 

10,938

 

Cash and cash equivalents, end of period

 

$

4,555

 

$

22,940

 

 

 

 

 

 

 

Free cash flow (1)

 

$

27,172

 

$

21,369

 

 


1                  Free cash flow represents net cash provided by operating and investing activities, and excludes the effects of cash used for 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 and investing activities to free cash flow:

 

 

 

Six Months Ended

 

In thousands

 

Post-Merger
July 3, 2004

 

Pre-Merger
June 28, 2003

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

33,810

 

$

32,153

 

Net cash used for investing activities

 

(6,638

)

(10,784

)

Free cash flow

 

$

27,172

 

$

21,369