-----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, RTBTLtbbzX+YDEG5ukNY/aoGnJebuMqfOjtVMbPfhQAwdUqerLcFx3EpQL08YQxj VW+VTaosliXDKwzCWdKjVg== 0001047469-04-000657.txt : 20040112 0001047469-04-000657.hdr.sgml : 20040112 20040112164917 ACCESSION NUMBER: 0001047469-04-000657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040106 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANACOMP INC CENTRAL INDEX KEY: 0000006260 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 351144230 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08328 FILM NUMBER: 04521042 BUSINESS ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8587163400 MAIL ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTEC INC DATE OF NAME CHANGE: 19740314 8-K 1 a2126339z8-k.htm 8-K
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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) January 6, 2004

Anacomp, Inc.
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction
of incorporation)
  001-08328
(Commission
File Number)
  35-1144230
(IRS Employer
Identification No.)


15378 Avenue of Science, San Diego, CA 92128
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (858) 716-3400

Not Applicable
(Former name or former address, if changed since last report)




Item 7. Financial Statements and Exhibits.

Exhibit No.
  Description
99.1   Press Release of January 6, 2004.
99.2   Transcript of Investor Call January 9, 2004.

Item 12. Results of Operations and Financial Condition.

        The following information is furnished to the Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

        On January 6, 2004, Anacomp, Inc. issued a press release with the results of operations of its fiscal year ended September 30, 2003, as well as the results of its fourth quarter of fiscal 2003. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

        On January 9, 2003, Anacomp, Inc. held a conference call to discuss the January 6, 2004 press release. A transcript of the call is attached to this report as Exhibit 99.2 and is incorporated herein by reference.




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 hereunto duly authorized.

    ANACOMP, INC.

DATE: JANUARY 12, 2004

 

By:

/s/  
PAUL J. NAJAR      
Executive Vice President,
Administration and General Counsel


EXHIBIT INDEX

Exhibit No.
  Description
99.1   Press Release of January 6, 2004.
99.2   Transcript of Investor Call January 9, 2004.



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SIGNATURES
EXHIBIT INDEX
EX-99.1 3 a2126339zex-99_1.htm EXHIBIT 99.1
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EXHIBIT 99.1


ANACOMP® REPORTS FOURTH QUARTER AND FISCAL YEAR 2003 FINANCIAL RESULTS

Anacomp Reports Revenues of $204 Million for Fiscal 2003; docHarbor Web Presentment Services Has Highest Quarterly Revenues Ever and 20% Annual Growth over Fiscal 2002; Multi-Vendor Services Annual Revenue Grows 26% over Fiscal 2002; Fiscal 2003 Pretax Operating Income from Continuing Operations was $2.1 Million

        SAN DIEGO, CA—January 6, 2004—Anacomp, Inc. (OTC BB: ANCPA), a global provider of information outsourcing, maintenance support and imaging and print solutions, today announced a net loss of $0.4 million for the three months ended September 30, 2003 and net income of $7.3 million for fiscal year 2003. Revenues were $48 million and $204 million for the three months and twelve months ended September 30, 2003, respectively.

        "The results for the year reflect the continued double digit growth of our MVS and docHarbor Web Presentment product line revenues, which have grown 26% and 20%, respectively, over the prior year, "said Jeff Cramer, president and chief executive officer. "Our $5 million fourth quarter docHarbor Web Presentment revenues are a new high water mark for our increasingly popular web based service offering. The new 2003 baseline of over $50 million in annual revenues from our MVS and docHarbor Web Presentment businesses is a formidable milestone in our focused quest for growth."

        "We also succeeded in generating over $2 million of operating income from continuing operations in fiscal year 2003 despite $2.7 million in restructuring charges necessary to consolidate a number of our domestic data centers and parts of the corporate, marketing, sales, and international organizations in order to prepare us for the future," said Cramer. "The $1.5 million of restructuring costs in the fourth quarter mask what would have been the fourth of four positive operating income quarters this year."

        "In November we successfully positioned Anacomp for our future with a new two year credit agreement with Fleet National Bank and Union Bank of California," said executive vice president and chief financial officer Linster (Lin) Fox. "We continued to reduce our borrowings by an additional 28% or $2.2 million over the prior quarter. This brings the total paydown of our credit facility to $49.2 million over the last two years and was accomplished primarily with cash generated from operations. We ended the fourth quarter with our cash position now exceeding our bank debt by $12.5 million," said Fox.

        "I am very pleased with the progress Anacomp has made in fiscal year 2003. Our shareholders are well served by the Company's relentless pursuit of internally generated growth while continuing to exercise sound fiscal management and generate cash," said Phil Smoot, chairman of the board.

        The Company also announced that it will host a conference call for the investment community on January 9, 2004 to discuss the results of its fourth quarter ended September 30, 2003. The conference call, which will begin at 8:30 a.m. PST, may be accessed at 1-888-469-1278, Leader: Jeff Cramer, Passcode: 04 Analyst Call. The conference call replay number will be 1-888-568-0430, Passcode 1904. It will replay from January 9, 2004 until January 16, 2004 5:00 p.m. PST.

Fourth Quarter Fiscal 2003 Results

        For the fourth quarter ended September 30, 2003, Anacomp's operating loss from continuing operations was $0.9 million, compared to $0.5 million operating income from continuing operations in the prior year fourth quarter. The net loss in the fourth quarter of fiscal year 2003 was $0.4 million, compared with a net loss of $3.2 million in the fourth quarter of the prior year. Revenues for the three months ended September 30, 2003 were $48.5 million, compared with $56.7 million in the same period last year.



Product Line Results

        Anacomp operates as one business segment but has several distinct service offerings or product lines. Because of this, we track revenues by product line. This permits management and investors to track the progress of revenues from Multi-Vendor Services, or MVS, and docHarbor Web Presentment Services, two of our principal growth product lines, compared with our traditional CD/Digital and COM revenues. In the fourth quarter of fiscal year 2003, revenues for MVS were $8.8 million, reflecting a 21% growth rate over the prior year quarter. This increase reflects new Original Equipment Manufacturer (OEM) agreements and continued growth in the Company's MVS offerings (services and hardware sales for products manufactured by other companies). In the fourth quarter of fiscal year 2003, MVS represented 64% of total maintenance service revenues, which encompass both MVS and COM Professional Services.

        docHarbor Web Presentment service revenues increased 9% over the prior year fourth quarter, to $5.0 million, in the fourth quarter of fiscal year 2003. This increase reflects growth from new customers, as well as additional revenue from established customers who have increased their use of the Company's web based docHarbor Web Presentment service.

        CD/Digital revenues declined $1.5 million, or 19% from prior year fourth quarter revenues. The decrease reflects the negative impact of increased availability and affordability of alternative web based solutions or in-house, online viewing systems.

        COM revenues—comprised of COM/Other Output Services, COM/Professional Services, and Equipment and Supplies—declined $8.6 million or 23% from the fourth quarter of the prior fiscal year. COM-related product lines have been impacted negatively by the decrease in demand for COM as customers continue to opt for digital solutions such as Web and CD services or in-house solutions.

About Anacomp

        Anacomp, Inc. provides comprehensive information outsourcing, maintenance support, and imaging and print solutions to more than 7,000 businesses and organizations. Founded in 1968 and headquartered in San Diego, Anacomp offers a full range of solutions for the secure capture, production, presentation, retrieval and archive of critical business documents, as well as professional services for mass storage, computing and networking equipment. For more information, visit Anacomp's web site at www.anacomp.com.

        Contact: Linster W. Fox, Anacomp Executive Vice President and Chief Financial Officer, (858) 716-3609 or lfox@anacomp.com




FORWARD LOOKING STATEMENTS

        This news release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including statements relating the Company's plans regarding managing revenue generation and costs in changing environments. These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to be different materially from those contemplated by the forward-looking statements. Such risks, uncertainties and other important factors include: the declining trend in the micrographics and CD market and other industry trends in the Web or Multi-Vendor Service businesses; competition; raw material costs and availability; currency fluctuations; the loss of any significant customers; changes in business strategy or development plans; and general economic and business conditions. These and other factors are discussed in greater detail in Anacomp's Annual Report on Form 10-K and other filings with the SEC.


INFORMATION REGARDING PARTICIPANTS AND ADDITIONAL INFORMATION

        Information regarding persons who may be deemed to be participants in the solicitation of proxies on behalf of Anacomp in connection with the 2004 Annual Meeting of Stockholders has been filed by Anacomp with the Securities and Exchange Commission on Schedule 14A.

        Investors are urged to read Anacomp's Proxy Statement and additional solicitation materials when they become available and other relevant documents filed with the SEC by Anacomp because they will contain important information.

        Investors will be able to obtain the documents free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Anacomp will be available free of charge by contacting Anacomp, Inc., 15378 Avenue of Science, San Diego, California, 92128, (858) 716-3614.

# # #

Anacomp's news releases are distributed through PRNewswire and can be accessed via the Internet (www.anacomp.com or www.prnewswire.com).

Anacomp and docHarbor are registered trademarks of Anacomp, Inc.



CONSOLIDATED BALANCE SHEETS

Anacomp, Inc. and Subsidiaries

 
  Reorganized Company
 
(dollars in thousands, except share amounts)

  September 30,
2003

  September 30,
2002

 
Assets              
Current assets:              
  Cash and cash equivalents   $ 18,390   $ 15,561  
  Receivable on sale of Swiss subsidiaries     1,262      
  Accounts receivable, net     29,847     34,949  
  Current portion of long term receivables, net     889     1,305  
  Inventories     3,174     3,474  
  Prepaid expenses and other     3,909     5,137  
  Assets of discontinued operations         12,027  
   
 
 
Total current assets     57,471     72,453  

Property and equipment, net

 

 

18,398

 

 

21,448

 
Long term receivables, net of current portion     928     1,188  
Reorganization value in excess of identifiable net assets     73,363     74,537  
Intangible assets, net     8,829     10,813  
Other assets     5,952     5,510  
   
 
 
    $ 164,941   $ 185,949  
   
 
 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 
Current liabilities:              
  Current portion of revolving credit facility   $   $ 29,975  
  Accounts payable     9,118     10,756  
  Accrued compensation, benefits and withholdings     14,233     16,294  
  Deferred revenue     7,784     7,117  
  Accrued income taxes     1,063     1,264  
  Other accrued liabilities     9,262     9,305  
  Liabilities of discontinued operations         4,241  
   
 
 
Total current liabilities     41,460     78,952  
   
 
 
Long-term liabilities:              
  Senior secured revolving credit facility     5,917      
  Pension benefit obligation     13,296     10,987  
  Other long-term liabilities     3,125     2,866  
   
 
 
Total long-term liabilities     22,338     13,853  
   
 
 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 
  Preferred stock, 1,000,000 shares authorized, none issued          
  Common stock, $.01 par value; 40,787,711 shares authorized; 4,038,534 shares issued and outstanding     40     40  
  Additional paid-in capital     97,000     96,942  
  Accumulated other comprehensive loss     (891 )   (1,526 )
  Accumulated earnings (deficit)     4,994     (2,312 )
   
 
 
Total stockholders' equity     101,143     93,144  
   
 
 
    $ 164,941   $ 185,949  
   
 
 


CONSOLIDATED STATEMENTS OF OPERATIONS

Anacomp, Inc. and Subsidiaries

 
  Reorganized
Company

  Predecessor
Company

 
(dollars and shares in thousands, except per share amounts)

  Year ended
September 30,
2003

  Nine months ended
September 30,
2002

  Three months ended
December 31,
2001

 
Revenues:                    
  Services   $ 166,594   $ 140,739   $ 55,098  
  Equipment and supply sales     37,429     33,068     12,926  
   
 
 
 
      204,023     173,807     68,024  
   
 
 
 
Cost of revenues:                    
  Services     113,789     95,099     36,630  
  Equipment and supply sales     25,353     22,994     9,874  
   
 
 
 
      139,142     118,093     46,504  
   
 
 
 
Gross profit     64,881     55,714     21,520  
Costs and expenses:                    
  Engineering, research and development     6,397     5,305     1,680  
  Selling, general and administrative     51,720     43,622     15,643  
  Amortization of intangible assets, including goodwill     1,983     1,487     2,896  
  Restructuring charges (credits)     2,697     2,081     (1,032 )
   
 
 
 
Operating income (loss) from continuing operations     2,084     3,219     2,333  
   
 
 
 
Other income (expense):                    
  Interest income     257     353     155  
  Interest expense and fee amortization     (1,789 )   (3,069 )   (3,114 )
  Gain on extinguishment of debt             265,329  
  Other     519     296     (221 )
   
 
 
 
      (1,013 )   (2,420 )   262,149  
   
 
 
 
Income (loss) from continuing operations before reorganization items and income taxes     1,071     799     264,482  
Reorganization items             13,328  
   
 
 
 
Income (loss) from continuing operations before income taxes     1,071     799     277,810  
Provision for income taxes     1,760     4,024     450  
   
 
 
 
(Loss) income from continuing operations     (689 )   (3,225 )   277,360  
Gain on sale of discontinued operations, net of taxes     7,995          
Income from discontinued operations, net of taxes         913      
   
 
 
 
Net income (loss)   $ 7,306   $ (2,312 ) $ 277,360  
   
 
 
 
Basic and diluted per share data:                    
  Basic and diluted net loss from continuing operations   $ (0.17 ) $ (0.80 )      
  Gain on sale of discontinued operations     1.98            
  Basic and diluted net income from discontinued operations         0.23        
   
 
       
  Basic and diluted net income (loss)   $ 1.81   $ (0.57 )      
   
 
       
  Shares used in computing basic and diluted net income (loss) per share     4,039     4,036        
   
 
       


CONSOLIDATED STATEMENTS OF CASH FLOWS

Anacomp, Inc. and Subsidiaries

 
  Reorganized
Company

  Predecessor
Company

 
(dollars in thousands)

  Year ended
September 30,
2003

  Nine months ended
September 30,
2002

  Three months ended
December 31,
2001

 
Cash flows from operating activities:                    
  Net income (loss)   $ 7,306   $ (2,312 ) $ 277,360  
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                    
    Other income due to extinguishment of debt             (265,329 )
    Adjustment of assets and liabilities to fair value             (16,916 )
    Write off of deferred debt issuance costs and unamortized premiums and discounts             2,216  
    Gain on sale of discontinued operations     (7,995 )        
    Income from discontinued operations         (913 )    
    Depreciation and amortization     14,414     12,999     7,194  
    Amortization of debt fees, premiums and discounts     516     516     92  
    Utilization of deferred tax asset without rate benefit         1,994      
    Non-cash legal settlement charge              
    Non-cash compensation     58          
    Other non-cash charges     32     358     349  
  Change in assets and liabilities:                    
    Accounts and other receivables     5,102     (1,239 )   3,092  
    Inventories     760     (148 )   739  
    Prepaid expenses and other assets     1,708     (5,497 )   332  
    Accounts payable, accrued expenses and other liabilities     (7,518 )   8,039     (3,733 )
    Accrued interest         (13 )   (387 )
   
 
 
 
      Net cash provided by continuing operations     14,383     13,784     5,009  
      Net operating cash provided by discontinued operations         2,797      
   
 
 
 
      Net cash provided by operating activities     14,383     16,581     5,009  
   
 
 
 
Cash flows from investing activities:                    
  Purchases of property and equipment for continuing operations     (3,068 )   (2,727 )   (1,075 )
  Purchases of property and equipment for discontinued operations         (48 )    
  Proceeds from sale of discontinued operations and other assets     14,631          
  Payments to acquire product line assets and customer rights     (500 )        
   
 
 
 
      Net cash provided by (used in) investing activities     11,063     (2,775 )   (1,075 )
   
 
 
 
Cash flows from financing activities:                    
  Proceeds from liquidation of currency swap contracts              
  Proceeds from revolving line of credit     2,500          
  Payments on revolving line of credit     (26,558 )   (23,100 )   (2,000 )
   
 
 
 
      Net cash used in financing activities     (24,058 )   (23,100 )   (2,000 )
   
 
 
 
Effect of exchange rate changes on cash     1,441     725     637  
   
 
 
 
Increase (decrease) in cash and cash equivalents     2,829     (8,569 )   2,571  
Less increase in cash from discontinued operations         (2,749 )    
   
 
 
 
Cash and cash equivalents at beginning of period     15,561     26,879     24,308  
   
 
 
 
Cash and cash equivalents at end of period   $ 18,390   $ 15,561   $ 26,879  
   
 
 
 


ANACOMP, INC.

QUARTERLY REVENUES AND EBITDA

(in thousands, including footnotes)

 
  FY 2002
EXCLUDING DISCONTINUED OPERATIONS (ALL PERIODS)

   
  FY 2003
 
  FY 2002
TOTAL(D)

   
   
   
   
  FY 2003
TOTAL(D)

 
  Q1(A)
  Q2
  Q3
  Q4
  Q1
  Q2
  Q3
  Q4
Revenues:                                                            

MVS

 

$

6,459

 

$

6,421

 

$

6,871

 

$

7,263

 

$

27,014

 

$

8,117

 

$

8,238

 

$

9,020

 

$

8,749

 

$

34,124
docHarbor Web Presentment     3,048     3,891     4,038     4,611     15,588     4,783     4,713     4,309     4,984     18,789
   
 
 
 
 
 
 
 
 
 
Subtotal     9,507     10,312     10,909     11,874     42,602     12,900     12,951     13,329     13,733     52,913
   
 
 
 
 
 
 
 
 
 

CD / Digital

 

 

8,513

 

 

8,982

 

 

8,016

 

 

8,069

 

 

33,580

 

 

7,329

 

 

7,336

 

 

7,038

 

 

6,597

 

 

28,300
   
 
 
 
 
 
 
 
 
 

COM / Other Output Services

 

 

24,954

 

 

24,243

 

 

21,966

 

 

20,885

 

 

92,048

 

 

19,158

 

 

18,777

 

 

16,928

 

 

15,944

 

 

70,807
COM Professional Services     6,886     6,228     6,114     5,895     25,123     5,538     5,268     5,170     4,858     20,834
Equipment / Supplies     10,659     10,842     9,529     9,943     40,973     8,046     8,449     7,341     7,333     31,169
   
 
 
 
 
 
 
 
 
 
Subtotal     42,499     41,313     37,609     36,723     158,144     32,742     32,494     29,439     28,135     122,810
   
 
 
 
 
 
 
 
 
 
Total revenues   $ 60,519   $ 60,607   $ 56,534   $ 56,666   $ 234,326   $ 52,971   $ 52,781   $ 49,806   $ 48,465   $ 204,023
   
 
 
 
 
 
 
 
 
 

Reconciliation of EBITDA to Operating Results


 

 


 

 

 

Q1(A)


 

Q2


 

Q3


 

Q4


 

 


 

Q1


 

Q2


 

Q3


 

Q4


 

 


 
EBITDA(B)   $ 7,444   $ 7,242   $ 6,272   $ 4,876       $ 5,096   $ 5,194   $ 5,091   $ 4,602      

Depreciation and amortization

 

 

(7,044

)

 

(4,445

)

 

(4,295

)

 

(4,293

)

 

 

 

(3,973

)

 

(3,654

)

 

(3,427

)

 

(3,360

)

 

 

Other income (expense), net

 

 

262,182

 

 

(1,258

)

 

(426

)

 

(736

)

 

 

 

(756

)

 

(463

)

 

(417

)

 

623

 

 

 

Non-cash compensation

 

 


 

 


 

 


 

 

(57

)

 

 

 

(33

)

 

(25

)

 


 

 


 

 

 

Reorganization items

 

 

13,328

 

 


 

 


 

 


 

 

 

 


 

 


 

 


 

 


 

 

 

Restructuring credits (charges)

 

 

1,032

 

 


 

 

(2,081

)

 


 

 

 

 


 

 


 

 

(1,152

)

 

(1,545

)

 

 

Other(C)

 

 

(1

)

 

(1

)

 

1

 

 


 

 

 

 

(48

)

 

(48

)

 

(49

)

 

(585

)

 

 

Income from operations before income taxes and gain on sale of discontinued operations

 

$

276,941

 

$

1,538

 

$

(529

)

$

(210

)

 

 

$

286

 

$

1,004

 

$

46

 

$

(265

)

 

 

(A)
Results exclude our Switzerland operations and two smaller operating units sold in fiscal year 2002. The discontinued operations generated the following revenues in the three months ended December 31, 2001: MVS $55, Web Presentment $128, CD/Digital $6,059, COM/Other Output Services $567, COM Professional Services $279, and Equipment/Supplies $417 for total revenue of $7,505. These operating units generated EBITDA of $1,051 and had depreciation expense of $150 and other income/expense of $33.
(B)
Anacomp reports its financial results in accordance with GAAP, and additionally on a non-GAAP basis using EBITDA. EBITDA is not in accordance with, nor a substitute for, GAAP measures and may not be consistent with the presentation used by other companies. Anacomp uses EBITDA to evaluate and manage the Company's operations. Anacomp is providing this information to investors to allow for the performance of additional financial analysis and because it is consistent with the financial models and estimates historically used by investors who follow the Company.
(C)
International pension costs from non-operating actuarial long-term measurements including primarily interest, reported as selling, general and administrative expense.
(D)
Results for the fiscal year ended September 30, 2003 are not fully comparable to those for the prior twelve-month period because, for the quarter ended December 31, 2001, Anacomp was employing the accounting principles of the pre-reorganization predecessor company. Effective January 1, 2002, for the balance of the fiscal year ended September 30, 2002 and for the fiscal year ended September 30, 2003, Anacomp reported as a reorganized company, as reflected in the consolidated statements of operations and consolidated statements of cash flows attached to this release.



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ANACOMP® REPORTS FOURTH QUARTER AND FISCAL YEAR 2003 FINANCIAL RESULTS
FORWARD LOOKING STATEMENTS
INFORMATION REGARDING PARTICIPANTS AND ADDITIONAL INFORMATION
CONSOLIDATED BALANCE SHEETS Anacomp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS Anacomp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS Anacomp, Inc. and Subsidiaries
ANACOMP, INC. QUARTERLY REVENUES AND EBITDA (in thousands, including footnotes)
EX-99.2 4 a2126339zex-99_2.htm EXHIBIT 99.2
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EXHIBIT 99.2


Transcript of Anacomp, Inc.
Investor Call
Held January 9, 2004 at 8:30 a.m. PST


Operator:

 

Good morning and thank you all for holding for the Q4 investor conference call. Your lines have been placed on a listen only mode and today's conference will be recorded. If you have any objections, you may disconnect at this time. I would now like to turn the call over to Mr. Jeff Cramer. Thank you sir, you may begin.

Jeff Cramer-
President, CEO — Anacomp, Inc.:

 

Thank you, Elon, good morning. I would like to welcome everyone to today's call. Present with me are Lin Fox, Anacomp's CFO, and Paul Najar, our general counsel. Before we get started, I would like Paul to read some information pertinent to this call.

Paul Najar-
EVP, General Counsel-Anacomp, Inc.:

 

Thank you, Jeff. All statements made during our conference call that are not statements of historical fact constitute forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could vary materially from those contained in the forward-looking statements. Risk factors that could cause actual results to differ materially from those in the forward-looking statements are described in our Forms 10K and 10Q as well as our press releases. I should also like to note that we will not be discussing on this call any matters directly relating to the pending proxy contest relating to the election of directors at our annual, at our 2004 annual meeting of shareholders planned for late February. We expect to be mailing our proxy materials shortly and we will be in a position to talk to you individually about our Board's recommendation after we have mailed those materials. And we ask you to hold your questions; however, I do need to advise you that information regarding persons who may be deemed participants in the solicitation of proxies on behalf of Anacomp in connection with the 2004 annual meeting of shareholders has been filed by Anacomp with the Securities and Exchange Commission on Schedule 14A. Investors are urged to read Anacomp's proxy statement and other relevant documents filed with the SEC by Anacomp because they will contain important information. Investors will be able to obtain the documents free of charge at the SEC's web site, www.sec.gov. In addition, documents filed with the SEC by Anacomp will be available free of charge by contacting Anacomp, Inc. at 15378 Avenue of Science, San Diego, California 92128 and the telephone number is (858) 716-3400.

 

 

We have arranged to have this conference call recorded and replayed starting January 12. The conference call replay number is 1-(800) 873-3751, pass code 1904. It will reply until January 21, 2004. Thank you, Jeff.
     

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Mr. Cramer:

 

Okay, thanks, Paul. The agenda for today's call is as follows: I will begin by providing a review of our fiscal year 2003 fourth quarter and total year operating highlights. Lin will follow with an overview of our financial results and then an opportunity for Q&A. Before beginning I would like to point out that any references to fiscal year 2002 results exclude amounts associated with our Swiss business which was sold in October 2002. Also, of course, everything we discuss here today is subject to the detailed information contained in the earnings release we issued on January 6.

 

 

Let me start with a review of our multi-vendor services business known as MVS. Our fourth quarter revenues of $8.8 million were 21% ahead of our fiscal year 2002 Q4 results and for all of fiscal 2003 revenues of $34.1 million were 26% ahead of fiscal year 2002.

 

 

Our revenue growth was primarily the result of the addition of new OEM and value-added resale of customers that chose Anacomp for their onsite equipment installation and maintenance requirements, in addition to growth with existing customers. During fiscal 2003 we added 38 new OEM and VAR customers, bringing the total number of customers in this portion of the MVS business to 148. In addition to our onsite service offerings, during the second half of fiscal 2003, we introduced call center, repair and logistic service offerings. These offerings were introduced to respond to trends in the market reflecting a preference by manufacturers to out source some or all of these functions. At the close of the fiscal year, we had eight customers utilizing one or more of these new services, generating approximately $2.8 million in revenue during the year. Customer response has been very favorable and we are quite enthusiastic about our pipeline of opportunities and associate potential for revenue growth in fiscal 2004 and beyond.

 

 

Our MVS revenues in FY 2003 grew to 62% of our total maintenance revenues, which encompasses both our MVS and Comp professional services and left a net growth of 5% in a combined business segment when compared to fiscal year 2002. These are important measures as they indicate that we are utilizing our existing infrastructure as the platform to successfully transition from our legacy COM business to our new MVS services and products.

 

 

Now in our docHarbor business, our fourth quarter revenues of $5 million represents our best ever quarterly results for this business segment and reflect growth of 9% over the fourth quarter of fiscal year 2002. Total fiscal year 2003 revenues of $18.8 million exceeded fiscal year 2002 by 28%. During the third and fourth quarters of fiscal 2003, we added new features and functionality to our docHarbor service offerings, which we believe will make these services more attractive to potential customers. Indeed our newly introduced scan-to-web, report mining, E-mail and report management solutions are now generating new revenue opportunities.
     

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During the fourth quarter we added nine new customers for our docHarbor services. At our fiscal year-end we had a total of 95 customers, an increase of 60% over fiscal year 2002. It is important to note that our customers tend to increase their volumes over time so we hope to see increasing revenues from these new customers.

 

 

The fourth quarter recurring revenue associated with page counts increased 12% over the third quarter of this year, with one-time professional service revenues also contributing to our revenue growth during the quarter.

 

 

Let me know turn to our CD and COM services segments. As you know, both of these businesses continue to decline in response to customer decisions to utilize a variety of web-based and or online viewing systems. Our CD revenues declined 19% in the fourth quarter of 2003 when compared to fiscal 2002 and for all fiscal 2003, revenues declined 16% over 2002. Similarly, our overall COM revenues declined 23%, both during the fourth quarter and for the entire year when compared to fiscal 2002.

 

 

During the fourth quarter, we completed the previously announced reduction to our fuel data center infrastructure. These reductions, which were initiated in response to declining microfiche and CD volumes in our third gate domestic data centers included a reduction in the number, size and scope of activities at many of our locations. We closed five data centers, downsized 20 others and transferred the corresponding workloads to 13 mega centers. This was done with a minimum of disruption to our customers. During this process and throughout all of fiscal year 2003 we reduced our domestic head count, which included operations, sales and G&A personnel by approximately 265 individuals, or 22% of that workforce.

 

 

The fourth quarter data center downsizing activities resulted in a restructuring charge of $1.5 million for the quarter and $2.9 million for all of 2003. I should note that we will continue to closely monitor production volumes at our remaining centers, and quickly act to further reduce our infrastructure when and where appropriate in the future.

 

 

At this time, I would like turn the call over to Lin Fox to discuss our fourth quarter and total year results in more detail.

Linster Fox-
EVP, CFO-Anacomp, Inc.:

 

Thank you, Jeff.

 

 

Our total consolidated revenues were $48.5 million in the fourth quarter, a decrease of 14% or $8.2 million from the fourth quarter a year ago of $56.7 million. COM and CD/Digital declined by $10.1 million over the same period while our growth offerings, MVS and docHarbor Web Presentment together increased by $1.9 million or 16%.

 

 

In the fourth quarter we generated $14.9 million of gross margin vs. $18 million a year ago and $15.4 million in the third quarter of this year. Our 30.7% gross margin return on revenue in the fourth quarter compares to 31.7% during the same quarter a year ago and 30.9% in the third quarter of this year.
     

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I should point out that we were able to achieve 31.8% of gross margin return on revenue in fiscal year 2003. This was basically flat with the 31.9% reported in fiscal year 2002. We continue to preserve our overall gross margin percentage returns with the ongoing cost savings and right sizing activities Jeff has discussed.

 

 

We reported fourth quarter S,G&A of $12.3 million. S,G&A has been reduced by $2.8 million from $15.1 million in the fourth quarter a year ago. Fourth quarter S,G&A is $500,000 higher than the $11.8 million of S,G&A in the third quarter of this year. Accrued long-term pension costs of over $500,000 resulting from year-end valuations of our European defined benefit plans accounts for most of this increase over the third quarter. We annually perform evaluation of these pension plans at year-end and simultaneously increase or decrease the long-term liability, as necessary, in the fourth quarter.

 

 

A more comprehensive description of these defined benefit plans can be found in footnote 13 of our recently filed 10-K; however I should say that this recent increase in long-term liabilities from these pension plans is primarily caused by decreases in actual investment returns, a decrease in assumed discount rates and an increase in life expectancy.

 

 

In terms, in terms of the year's S,G&A, it was $51.7 million in fiscal year 2003. That is $7.6 million lower than fiscal year 2002 for an overall year to year reduction of 13%. Over $6.1 million of the decrease from last year is from personnel reductions.

 

 

As we mentioned in our press release, we reported a net loss in the fourth quarter of $433,000 dollars. Additionally, we had a loss from continuing operations before tax of $888,000. Again, as Jeff discussed a few minutes ago, we also incurred a restructuring charge of $1.5 million in the quarter in order to keep our cost structure in line with the business it supports.

 

 

With regards to EBITDA, Anacomp reports its financial results in accordance with GAAP and additionally on a non-GAAP basis using EBITDA. EBITDA is not in accordance with, nor a substitute for, GAAP measures and may not be consistent with the presentation used by other companies. Anacomp uses EBITDA as a measure to evaluate and manage the Company's operations. Anacomp is providing this information to investors to allow for the performance of additional financial analysis and because it is consistent with the financial models and estimates historically used by investors who follow the Company. This information is contained in our recent press release and can be located on our web site at www.anacomp.com.

 

 

In last Tuesday's earnings release we included a reconciliation from EBITDA to income from operations before tax and gain on sale of discontinued operations. We've been doing this routinely each quarter. In determining our fourth quarter EBITDA, we included a $585,000 line item for non-cash international pension costs from actuarial long-term measurements including interest that is reported in our S,G&A.
     

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EBITDA for the fourth quarter was $4.6 million. This is down from the $5.1 million of EBITDA we had in the third quarter of this year. This was mainly caused by the reduction of gross margins that I discussed earlier.

 

 

EBITDA in the fourth quarter of fiscal year 2002 was $4.9 million. At $4.6 million, this year's fourth quarter was within $300,000 of our performance a year ago. Most of this decline is from margin losses that were partially offset by S,G&A reductions and lower depreciation and amortization.

 

 

At September 30, 2003 our cash balance was $18.4 million. We generated $2.9 million of cash from operations in the quarter.

 

 

In the fourth quarter we spent $1 million dollars for capital expenditures. In the same period last year it was $593,000. In the third quarter of this year it was $549,000. The increase in fourth quarter was for infrastructure that will help us with our service offerings to customers. During the quarter we added operating equipment to the field, improved our San Diego-based call center and expanded our docHarbor software capabilities. As our revolving credit balance becomes less of a factor, we are better positioned to invest more in revenue-generating infrastructure, which is necessary to grow our business.

 

 

Our outstanding revolving credit balance was $5.9 million at the end of the fourth quarter. This represents a $2,246,000 reduction or 28% from the third quarter balance of $8.2 million. You may also notice that the balance of the revolver is now shown as a long-term liability on our balance sheet. This is because our new $22.5 million credit facility with Fleet and Union Bank has a two-year term. The total credit agreement commitment including $6.1 million in letters of credit is now $12.5 million.

 

 

In the last two fiscal years Anacomp has shed itself of $49.2 million of senior secured debt primarily through internally generated cash flow and an aggressive cash management program. Our interest expense costs have decreased by $4.4 million in fiscal year 2003 to $1.8 million as compared to $6.2 million in the prior fiscal year. This is mainly the result of the Company's aggressive pay down of our revolving facility that also improves our prospects for positive earnings.

 

 

And with that I'll turn the call back to Jeff.

Mr. Cramer:

 

Okay, thank you, Lin. At this time, I'd like to open the call to the question and answer session. So Elon, if you would please poll the audience for questions.

Operator:

 

Thank you. At this time, if you would like to ask a question, please press *1 on your touchtone phone. You will be prompted to state your name. Once again, if you would like to ask a question, please press *1.

Operator:

 

And as a reminder, if you'd like to ask a question, please press *1.

Operator:

 

I'm showing no questions at this time, sir.
     

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Mr. Cramer:

 

Okay, Elon, thank you very much, and for everyone on the call today I'd like to thank you for your time and attention, and look forward to talking to you in our next call in February. Thanks and have a great day.

Operator:

 

And this concludes today's conference. You may disconnect at this time.

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Transcript of Anacomp, Inc. Investor Call Held January 9, 2004 at 8:30 a.m. PST
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