Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Marge Brown
(952) 830-8463
JOSTENS REPORTS YEAR TO DATE SALES OF $590.2 MILLION,
AN INCREASE OVER 2002
MINNEAPOLIS, November 13, 2003– Jostens, Inc. today reported combined net sales for the quarter ended September 27, 2003 of $93.8 million, bringing combined net sales for the first nine months to $590.2 million. For the third quarter and first nine months of fiscal 2002, the Company reported net sales of $96.9 million and $571.9 million, respectively.
The Company reported a third quarter 2003 combined net loss of $66.1 million, resulting in the first nine months of 2003 having a combined net loss of $21.0 million. For the third quarter and first nine months of fiscal 2002, the Company reported a net loss of $17.5 million and net income of $26.6 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, Jostens, Inc. has reflected pre-merger and post-merger periods in the condensed consolidated financial statements for the three- and nine-month periods ended September 27, 2003. The merger transaction has been accounted for utilizing purchase accounting, which resulted in a new valuation for the assets and liabilities of the Company’s parent. The Company has presented combined pre-merger and post-merger results for the three- and nine-month periods ended September 27, 2003 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) for the adjusted combined third quarter of 2003 was a loss of $5.6 million and Adjusted EBITDA was $111.7 million for the adjusted combined first
Page Two....Jostens third quarter 2003
nine-months of 2003. In 2002, the Adjusted EBITDA for the third quarter was a loss of $5.3 million and for the first nine-months Adjusted EBITDA was $115.7 million. 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 first nine months was $15.7 million. The Company’s cash position was $6.6 million at quarter end with total long-term debt at face value of $692.7 million.
“This has been an extremely busy quarter with the closing of the merger and getting ready for the new school year, but the third quarter was operationally quite normal,” 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. 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.
2
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, has been accounted for utilizing purchase accounting, which resulted in a new valuation for the assets and liabilities of the Company’s parent. Although this new basis of accounting began on July 29, 2003, the Company has presented results for the three- and nine-month periods ended September 27, 2003 on a combined basis because the Company believes this presentation facilitates the comparison of its results with the corresponding periods in 2002. In addition, the Company has adjusted its combined operating results for the periods ended September 27, 2003 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 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 July 30, 2003 - September 27, 2003 | | | Pre-Merger June 29, 2002 - July 29, 2003 | | | Combined Three Months Ended September 27, 2003 | | | Adjusted Combined Three Months Ended September 27, 2003 | | | | | Pre-Merger Three Months Ended September 28, 2002 | |
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Net sales | | $ | 86,163 | | | $ | 7,598 | | | $ | 93,761 | | | $ | 93,761 | | | | | $ | 96,869 | |
Cost of products sold | | | 73,492 | | | | 6,844 | | | | 80,336 | | | | 49,189 | | | 1 | | | 49,486 | |
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Gross profit | | | 12,671 | | | | 754 | | | | 13,425 | | | | 44,572 | | | | | | 47,383 | |
Selling and administrative expenses | | | 46,797 | | | | 16,383 | | | | 63,180 | | | | 56,385 | | | 2 | | | 59,334 | |
Loss on redemption of debt | | | 99 | | | | 13,878 | | | | 13,977 | �� | | | 13,977 | | | | | | 1,765 | |
Transaction costs | | | — | | | | 30,960 | | | | 30,960 | | | | 30,960 | | | | | | — | |
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Operating loss | | | (34,225 | ) | | | (60,467 | ) | | | (94,692 | ) | | | (56,750 | ) | | | | | (13,716 | ) |
Net interest expense | | | 9,841 | | | | 4,971 | | | | 14,812 | | | | 15,711 | | | 3 | | | 16,124 | |
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Loss from continuing operationsbefore income taxes | | | (44,066 | ) | | | (65,438 | ) | | | (109,504 | ) | | | (72,461 | ) | | | | | (29,840 | ) |
Benefit from income taxes | | | (15,423 | ) | | | (23,384 | ) | | | (38,807 | ) | | | (24,157 | ) | | 4 | | | (12,359 | ) |
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Loss from continuing operations | | | (28,643 | ) | | | (42,054 | ) | | | (70,697 | ) | | | (48,304 | ) | | | | | (17,481 | ) |
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Cumulative effect of accounting change | | | — | | | | 4,585 | | | | 4,585 | | | | 4,585 | | | | | | — | |
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Net loss | | $ | (28,643 | ) | | $ | (37,469 | ) | | $ | (66,112 | ) | | $ | (43,719 | ) | | | | $ | (17,481 | ) |
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Adjusted EBITDA5 | | $ | (21,031 | ) | | $ | (13,669 | ) | | $ | (34,700 | ) | | $ | (5,563 | ) | | | | $ | (5,331 | ) |
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In thousands | | Post-Merger July 30, 2003 - September 27, 2003 | | | Pre-Merger December 29, 2002 - July 29, 2003 | | Combined Nine Months Ended September 27, 2003 | | | Adjusted Combined Nine Months Ended September 27, 2003 | | | | | Pre-Merger Nine Months Ended September 28, 2002 |
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Net sales | | $ | 86,163 | | | $ | 504,058 | | $ | 590,221 | | | $ | 590,221 | | | | | $ | 571,912 |
Cost of products sold | | | 73,492 | | | | 218,594 | | | 292,086 | | | | 260,939 | | | 1 | | | 248,639 |
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Gross profit | | | 12,671 | | | | 285,464 | | | 298,135 | | | | 329,282 | | | | | | 323,273 |
Selling and administrative expenses | | | 46,797 | | | | 196,430 | | | 243,227 | | | | 236,432 | | | 2 | | | 226,825 |
Loss on redemption of debt | | | 99 | | | | 13,878 | | | 13,977 | | | | 13,977 | | | | | | 1,765 |
Transaction costs | | | — | | | | 30,960 | | | 30,960 | | | | 30,960 | | | | | | — |
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Operating (loss) income | | | (34,225 | ) | | | 44,196 | | | 9,971 | | | | 47,913 | | | | | | 94,683 |
Net interest expense | | | 9,841 | | | | 32,446 | | | 42,287 | | | | 43,186 | | | 3 | | | 50,830 |
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(Loss) income from continuing operations before income taxes | | | (44,066 | ) | | | 11,750 | | | (32,316 | ) | | | 4,727 | | | | | | 43,853 |
(Benefit from) provision for income taxes | | | (15,423 | ) | | | 8,695 | | | (6,728 | ) | | | 7,922 | | | 4 | | | 18,225 |
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(Loss) income from continuing operations | | | (28,643 | ) | | | 3,055 | | | (25,588 | ) | | | (3,195 | ) | | | | | 25,628 |
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Discontinued operations, net of tax | | | — | | | | — | | | — | | | | — | | | | | | 940 |
Cumulative effect of accounting change | | | — | | | | 4,585 | | | 4,585 | | | | 4,585 | | | | | | — |
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Net (loss) income | | $ | (28,643 | ) | | $ | 7,640 | | $ | (21,003 | ) | | $ | 1,390 | | | | | $ | 26,568 |
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Adjusted EBITDA5 | | $ | (21,031 | ) | | $ | 103,580 | | $ | 82,549 | | | $ | 111,686 | | | | | $ | 115,659 |
1 | Adjusted to reverse $29.1 million of excess purchase price allocated to inventory and $2.0 million of amortization expense for excess purchase price allocated to an intangible asset for order backlog, both items reflected as charges to cost of products sold in the post-Merger period. |
2 | Adjusted to reverse $6.8 million of amortization expense for excess purchase price allocated to various intangible assets reflected as a charge to selling and administrative expenses in the post-Merger period. |
3 | Adjusted to reverse $0.9 million of excess purchase price allocated to a premium on the senior subordinated notes reflected as a reduction to interest expense in the post-Merger period. |
4 | Reflects reversal of $14.7 million of income tax benefit on the adjusted items above. |
5 | Adjusted EBITDA represents net income before net interest expense, income taxes, depreciation, amortization, loss on redemption of debt, transaction costs, the cumulative effect of an accounting change and discontinued operations. 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 of 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. |
In thousands | | Post-Merger July 30, 2003 - September 27, 2003 | | | Pre-Merger June 29, 2002 - July 29, 2003 | | | Combined Three Months Ended September 27, 2003 | | | | | Adjusted Combined Three Months Ended September 27, 2003 | | | Pre-Merger Three Months Ended September 28, 2002 | |
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Net income | | $ | (28,643 | ) | | $ | (37,469 | ) | | $ | (66,112 | ) | | | | $ | (43,719 | ) | | $ | (17,481 | ) |
Net interest expense, including amortization of debt issuance costs | | | 9,841 | | | | 4,971 | | | | 14,812 | | | | | | 15,711 | | | | 16,124 | |
Provision for income taxes | | | (15,423 | ) | | | (23,384 | ) | | | (38,807 | ) | | | | | (24,157 | ) | | | (12,359 | ) |
Depreciation expense | | | 3,862 | | | | 1,708 | | | | 5,570 | | | | | | 5,570 | | | | 5,830 | |
Amortization expense in cost of goods sold | | | 2,010 | | | | — | | | | 2,010 | | | | | | — | | | | — | |
Amortization expense in selling and administrative expenses | | | 7,217 | | | | 252 | | | | 7,469 | | | | | | 674 | | | | 549 | |
Loss on redemption of debt | | | 99 | | | | 13,878 | | | | 13,977 | | | | | | 13,977 | | | | 1,765 | |
Transaction costs | | | — | | | | 30,960 | | | | 30,960 | | | | | | 30,960 | | | | — | |
Cumulative effect of accounting change | | | — | | | | (4,585 | ) | | | (4,585 | ) | | | | | (4,585 | ) | | | — | |
Other | | | 6 | | | | — | | | | 6 | | | | | | 6 | | | | 241 | |
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Adjusted EBITDA | | $ | (21,031 | ) | | $ | (13,669 | ) | | $ | (34,700 | ) | | | | $ | (5,563 | ) | | $ | (5,331 | ) |
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In thousands | | Post-Merger July 30, 2003 – September 27,2003 | | | Pre-Merger December 29, 2002 – July 29, 2003 | | | Combined Nine Months Ended September 27, 2003 | | | | | Adjusted Combined Nine Months Ended September 27, 2003 | | | Pre-Merger Nine Months Ended September 28, 2002 | |
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Net income | | $ | (28,643 | ) | | $ | 7,640 | | | $ | (21,003 | ) | | | | $ | 1,390 | | | $ | 26,568 | |
Net interest expense, including amortization of debt issuance costs | | | 9,841 | | | | 32,446 | | | | 42,287 | | | | | | 43,186 | | | | 50,830 | |
Provision for income taxes | | | (15,423 | ) | | | 8,695 | | | | (6,728 | ) | | | | | 7,922 | | | | 18,225 | |
Depreciation expense | | | 3,862 | | | | 12,649 | | | | 16,511 | | | | | | 16,511 | | | | 17,322 | |
Amortization expense in cost of goods sold | | | 2,010 | | | | — | | | | 2,010 | | | | | | — | | | | — | |
Amortization expense in selling and administrative expenses | | | 7,217 | | | | 1,939 | | | | 9,156 | | | | | | 2,361 | | | | 1,648 | |
Loss on redemption of debt | | | 99 | | | | 13,878 | | | | 13,977 | | | | | | 13,977 | | | | 1,765 | |
Transaction costs | | | — | | | | 30,960 | | | | 30,960 | | | | | | 30,960 | | | | — | |
Cumulative effect of accounting change | | | — | | | | (4,585 | ) | | | (4,585 | ) | | | | | (4,585 | ) | | | — | |
Discontinued operations | | | — | | | | — | | | | — | | | | | | — | | | | (940 | ) |
Other | | | 6 | | | | (42 | ) | | | (36 | ) | | | | | (36 | ) | | | 241 | |
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Adjusted EBITDA | | $ | (21,031 | ) | | $ | 103,580 | | | $ | 82,549 | | | | | $ | 111,686 | | | $ | 115,659 | |
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JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| | Post-Merger
| | Pre-Merger
| |
In thousands | | September 27, 2003 | | September 28, 2002 | |
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ASSETS |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 6,633 | | $ | 19,964 | |
Accounts receivable, net | | | 48,863 | | | 51,869 | |
Inventories | | | 70,320 | | | 59,532 | |
Other current assets | | | 37,896 | | | 55,784 | |
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Total current assets | | | 163,712 | | | 187,149 | |
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Noncurrent assets | | | | | | | |
Property and equipment, net | | | 108,441 | | | 67,269 | |
Goodwill and other intangibles, net | | | 1,345,466 | | | 14,362 | |
Other assets | | | 37,648 | | | 60,449 | |
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| | $ | 1,655,267 | | $ | 329,229 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities | | | | | | | |
Short-term borrowings | | $ | 77,112 | | $ | 50,200 | |
Accounts payable and accrued expenses | | | 142,379 | | | 153,648 | |
Current portion of long-term debt | | | 11,968 | | | 22,120 | |
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Total current liabilities | | | 231,459 | | | 225,968 | |
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Noncurrent liabilities | | | | | | | |
Long-term debt net of current maturities | | | 704,184 | | | 603,573 | |
Redeemable preferred stock | | | 73,152 | | | — | |
Deferred income taxes | | | 233,316 | | | 4,354 | |
Other noncurrent liabilities | | | 23,929 | | | 9,988 | |
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Total liabilities | | | 1,266,040 | | | 843,883 | |
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Redeemable preferred stock | | | — | | | 67,696 | |
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Shareholders’ equity (deficit) | | | 389,227 | | | (582,350 | ) |
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| | $ | 1,655,267 | | $ | 329,229 | |
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JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | For the Periods
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| | Post-Merger
| | | Pre-Merger
| |
In thousands | | July 30, 2003 - September 27, 2003 | | | December 29, 2002 - July 29, 2003 | | | Nine Months Ended September 28, 2002 | |
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Operating activities | | | | | | | | | | | | |
Net (loss) income | | $ | (28,643 | ) | | $ | 7,640 | | | $ | 26,568 | |
Depreciation and amortization | | | 12,639 | | | | 17,488 | | | | 24,098 | |
Cumulative effect of accounting change | | | — | | | | (4,585 | ) | | | — | |
Other non-cash reconciling adjustments | | | (12,333 | ) | | | 13,572 | | | | 1,442 | |
Changes in assets and liabilities | | | (20,652 | ) | | | (40,908 | ) | | | (87,070 | ) |
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Net cash used for operating activities | | | (48,989 | ) | | | (6,793 | ) | | | (34,962 | ) |
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Investing activities | | | | | | | | | | | | |
Acquisitions of businesses, net of cash acquired | | | (10,937 | ) | | | (5,008 | ) | | | — | |
Purchases of property and equipment | | | (9,523 | ) | | | (6,129 | ) | | | (16,793 | ) |
Other | | | (738 | ) | | | (507 | ) | | | — | |
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Net cash used for investing activities | | | (20,460 | ) | | | (11,875 | ) | | | (17,300 | ) |
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Financing activities | | | | | | | | | | | | |
Net short-term borrowings | | | 65,195 | | | | 1,500 | | | | 50,200 | |
Repurchases of common stock and warrants | | | — | | | | (471,044 | ) | | | (2,448 | ) |
Principle payments on long-term debt | | | — | | | | (379,270 | ) | | | (15,274 | ) |
Redemption of senior subordinated notes payable | | | (3,550 | ) | | | — | | | | (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 | ) | | | (1,384 | ) |
Merger costs | | | — | | | | (12,608 | ) | | | — | |
Other | | | 5,252 | | | | 1,625 | | | | 6,488 | |
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Net cash provided by financing activities | | | 70,602 | | | | 12,925 | | | | 29,126 | |
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Effect of exchange rate changes on cash and cash equivalents | | | 49 | | | | 236 | | | | — | |
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Increase (decrease) in cash and cash equivalents | | | 1,202 | | | | (5,507 | ) | | | (23,136 | ) |
Cash and cash equivalents, beginning of period | | | 5,431 | | | | 10,938 | | | | 43,100 | |
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Cash and cash equivalents, end of period | | $ | 6,633 | | | $ | 5,431 | | | $ | 19,964 | |
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Free cash flow1 | | $ | (69,449 | ) | | $ | (18,668 | ) | | $ | 52,262 | ) |
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
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| | Post-Merger
| | | Pre-Merger
| |
In thousands | | July 30, 2003 - September 27, 2003 | | | December 29, 2002 - July 29, 2003 | | | Nine Months Ended September 28, 2002 | |
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Net cash used for operating activities | | $ | (48,989 | ) | | $ | (6,793 | ) | | $ | (34,962 | ) |
Net cash used for investing activities | | | (20,460 | ) | | | (11,875 | ) | | | (17,300 | ) |
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Free cash flow | | $ | (69,449 | ) | | $ | (18,668 | ) | | $ | (52,262 | ) |
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