UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2002
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 333-84294
AMERICAN ACHIEVEMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-4126506
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7211 CIRCLE S ROAD
AUSTIN, TEXAS 78745
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (512) 444-0571
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]. Prior to April 8, 2002,
registrant was not subject to such filing requirements.
809,351 SHARES OF COMMON STOCK
(Number of shares outstanding as of November 30, 2002)
AMERICAN ACHIEVEMENT CORPORATION
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2002
INDEX
<Table>
<Caption>
PAGE
--------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements and Notes (as
restated)
Financial Information....................................... 3
Condensed Consolidated Balance Sheets--
As of November 30, 2002 (unaudited) and August 31, 2002..... 4
Condensed Consolidated Statements of Operations--
For the Three Months Ended November 30, 2002 (unaudited) and
November 24, 2001
(unaudited)............................................... 5
Condensed Consolidated Statements of Cash Flows--
For the Three Months Ended November 30, 2002 (unaudited) and
November 24, 2001
(unaudited)............................................... 6
Notes to Condensed Consolidated Financial Statements
(unaudited)................................................. 7-20
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 21-27
Item 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 28
Item 4. Controls and Procedures..................................... 29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 30
Item 2. Changes in Securities and Use of Proceeds................... 30
Item 3. Defaults Upon Senior Securities............................. 30
Item 4. Submission of Matters to a Vote of Security Holders......... 30
Item 6. Exhibits and Reports on Form 8-K............................ 30
SIGNATURES............................................................ 31
</Table>
2
PART I. FINANCIAL INFORMATION
As further discussed in Note 13 to the accompanying unaudited condensed
consolidated financial statements, this Quarterly Report on Form 10-Q for the
period ended November 30, 2002 includes restated unaudited condensed
consolidated financial statements for the period ended November 24, 2001
reflecting (1) the Company changing its revenue recognition on certain sales to
independent sales representatives in order to comply with the provisions of
Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements ("SAB 101"), which should have been adopted
August 27, 2000, and (2) an income tax benefit related to a net operating loss
carryback attributable to one of the Company's subsidiaries, which should have
been recognized during the year ended August 25, 2001.
The Company issued restated consolidated financial statements for the year ended
August 25, 2001 upon filing of its Annual Report on Form 10-K for the year ended
August 31, 2002.
3
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
AMERICAN ACHIEVEMENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<Table>
<Caption>
NOVEMBER 30, 2002
(UNAUDITED) AUGUST 31, 2002
-------------------- --------------------
ASSETS
Current assets:
Cash and cash equivalents .................................................... $ 3,525 $ 1,562
Accounts receivable, net of allowance for doubtful
accounts of $3,411 and $3,578 ............................................. 50,350 46,326
Income tax receivable ........................................................ 738 738
Inventories, net ............................................................. 26,120 25,427
Prepaid expenses and other current assets, net ............................... 23,942 28,021
-------------------- --------------------
Total current assets ....................................................... 104,675 102,074
Property, plant and equipment, net of accumulated
depreciation of $41,669 and $38,593 .......................................... 68,332 66,592
Trademarks ..................................................................... 41,855 41,855
Goodwill ....................................................................... 161,981 159,308
Other assets, net of accumulated amortization of $5,529 and
$5,701 ....................................................................... 28,869 31,797
-------------------- --------------------
Total assets ............................................................... $ 405,712 $ 401,626
==================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft ............................................................... $ 4,321 $ 4,324
Accounts payable ............................................................. 14,776 9,364
Customer deposits ............................................................ 25,312 23,649
Accrued expenses ............................................................. 20,792 24,773
Deferred revenue ............................................................. 9,975 6,515
Accrued interest ............................................................. 10,412 4,138
-------------------- --------------------
Total current liabilities .................................................. 85,588 72,763
Long-term debt, net of current portion ......................................... 233,182 242,117
Other long-term liabilities .................................................... 4,620 4,642
-------------------- --------------------
Total liabilities .......................................................... 323,390 319,522
Redeemable Minority Interest in Subsidiary ..................................... 17,150 16,850
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 1,200,000 shares authorized Series A,
1,006,847 shares issued and outstanding; liquidation preference of
approximately $100,685 ..................................................... 10 10
Common stock, $.01 par value, 1,250,000 shares authorized,
809,351 shares issued and outstanding ...................................... 8 8
Additional paid-in capital ................................................... 95,310 95,310
Accumulated deficit .......................................................... (28,023) (27,941)
Accumulated other comprehensive loss ......................................... (2,133) (2,133)
-------------------- --------------------
Total stockholders' equity ................................................. 65,172 65,254
-------------------- --------------------
Total liabilities and stockholders' equity ................................. $ 405,712 $ 401,626
==================== ====================
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMERICAN ACHIEVEMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<Table>
<Caption>
FOR THE THREE MONTHS ENDED
----------------------------------
NOVEMBER 30, NOVEMBER 24,
2002 2001
--------------- ---------------
(AS RESTATED--
SEE NOTE 13)
Net sales ............................................. $ 75,035 $ 71,601
Cost of sales ......................................... 33,817 34,739
--------------- ---------------
Gross profit ........................................ 41,218 36,862
Selling, general and administrative expenses .......... 33,610 30,488
--------------- ---------------
Operating income .................................... 7,608 6,374
Interest expense, net ................................. 7,372 5,930
--------------- ---------------
Income before income taxes .......................... 236 444
Provision for income taxes ............................ 18 239
--------------- ---------------
Net income .......................................... 218 205
Preferred dividends ................................... (300) (300)
--------------- ---------------
Net loss applicable to common stockholders .......... $ (82) $ (95)
=============== ===============
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
AMERICAN ACHIEVEMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<Table>
<Caption>
FOR THE THREE MONTHS ENDED
----------------------------------
NOVEMBER 30, NOVEMBER 24,
2002 2001
--------------- ---------------
(AS RESTATED--
SEE NOTE 13)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................................ $ 218 $ 205
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization ......................................... 3,470 4,762
Amortization of debt discount and deferred financing
fees ................................................................ 438 649
Provision for doubtful accounts ....................................... 89 408
Other ................................................................. (209) --
Changes in assets and liabilities-
Increase in accounts receivable ..................................... (3,857) (3,075)
(Increase) decrease in inventories, net ............................. (693) 1,862
Decrease (increase) in prepaid expenses and other current
assets ............................................................ 4,079 (2,096)
Increase in other assets ............................................ (578) (770)
Increase (decrease) in customer deposits ............................ 1,663 (6,576)
Increase in deferred revenue ........................................ 3,460 5,971
Increase in accounts payable, accrued
expenses, and other long-term liabilities ......................... 7,702 4,213
--------------- ---------------
Net cash provided by operating activities ............................. 15,782 5,553
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment .............................. (4,816) (2,088)
--------------- ---------------
Net cash used in investing activities ................................. (4,816) (2,088)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt issuance ............................................. -- 732
Payments on term loan facility, net ..................................... -- (3,225)
(Payments) proceeds from Revolver, net .................................. (9,000) 1,179
(Decrease) increase of bank overdraft ................................... (3) 89
--------------- ---------------
Net cash used in financing activities ................................. (9,003) (1,225)
--------------- ---------------
NET INCREASE IN CASH AND CASH EQUIVALENTS ................................. 1,963 2,240
CASH AND CASH EQUIVALENTS, beginning of period ............................ 1,562 2,636
--------------- ---------------
CASH AND CASH EQUIVALENTS, end of period .................................. $ 3,525 $ 4,876
=============== ===============
SUPPLEMENTAL DISCLOSURE
Cash paid during the period for--
Interest .............................................................. $ 472 $ 3,392
=============== ===============
Income taxes .......................................................... $ 85 $ 697
=============== ===============
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
Accrued preferred stock dividends ....................................... $ 300 $ 300
=============== ===============
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The condensed consolidated financial statements include the accounts of American
Achievement Corporation and its direct and indirect subsidiaries (the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
The 11 5/8% Senior Unsecured Notes Due 2007 (the "Unsecured Notes") are
guaranteed by every direct and indirect domestic subsidiary of the Company. The
guarantees by the guarantor subsidiaries are full, unconditional, and joint and
several. All of the guarantor subsidiaries are wholly owned, with the exception
of Commemorative Brands, Inc., which is majority owned. American Achievement
Corporation is a holding company with no independent assets or operations other
than its investment in its subsidiaries.
The accompanying condensed consolidated financial statements have been prepared
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures are adequate to make
the information presented not misleading. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position and results of operations for the
periods presented have been included. Operating results for the three months
ended November 30, 2002 are not necessarily indicative of the results that may
be expected for the fiscal year ending August 30, 2003.
(2) AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS
The Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142"), which revises the
accounting for purchased goodwill and intangible assets, effective September 1,
2002. This Statement was applied to all goodwill and other intangible assets
recognized on the balance sheet, regardless of when those assets were initially
recorded. Effective September 1, 2002, goodwill and trademarks were no longer
amortized. Goodwill was $161,981,000 and $159,308,000 at November 30, 2002 and
August 31, 2002, respectively and trademarks were $41,855,000 at November 30,
2002 and August 31, 2002, respectively. During the three months ended November
30, 2002, goodwill increased primarily due to a $2.4 million reclassification of
work force in place from other intangible assets.
The impact of the implementation of SFAS No. 142 and comparison to the prior
year period is as follows:
<Table>
<Caption>
FOR THE THREE MONTHS ENDED
---------------------------------
NOVEMBER 30, NOVEMBER 24,
2002 2001
--------------- ---------------
(IN THOUSANDS)
Reported net income ......................... $ 218 $ 205
Add: goodwill amortization ................ -- 1,004
Add: trademark amortization ............... -- 386
--------------- ---------------
Pro forma net income ........................ $ 218 $ 1,595
=============== ===============
</Table>
7
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)
The Company includes other intangible assets subject to amortization in other
assets on the balance sheet. The other intangible assets subject to amortization
are as follows:
<Table>
<Caption>
ACCUMULATED
GROSS ASSET AMORTIZATION NET ASSET
-------------- -------------- --------------
(IN THOUSANDS)
At November 30, 2002
Deferred financing costs .............................. $ 10,175 $ (1,941) $ 8,234
Customer lists and distribution contracts ............. 16,072 (3,588) 12,484
-------------- -------------- --------------
Total intangible assets subject to amortization ..... $ 26,247 $ (5,529) $ 20,718
============== ============== ==============
At August 31, 2002
Deferred financing costs .............................. $ 10,151 $ (1,503) $ 8,648
Customer lists and distribution contracts ............. 16,072 (3,193) 12,879
-------------- -------------- --------------
Total intangible assets subject to amortization ..... $ 26,223 $ (4,696) $ 21,527
============== ============== ==============
</Table>
Total amortization expense on intangible assets subject to amortization was
$395,000 for the three months ended November 30, 2002. Estimated annual
amortization expense for fiscal years ended 2003 through 2007 is approximately
$1.6 million each year.
(3) SIGNIFICANT ACQUISITIONS
Effective July 15, 2002, American Achievement purchased all the outstanding
stock and warrants of Milestone for a total purchase price of $15.9 million. The
acquisition of Milestone Marketing Incorporated ("Milestone") was accounted for
using the purchase method of accounting and, accordingly, the purchase price has
been allocated to assets acquired and liabilities assumed based upon estimated
fair values. Milestone is a specialty marketer of class rings and other
graduation products to the college market. Effective December 31, 2002,
Milestone merged into Commemorative Brands, Inc., with Commemorative Brands,
Inc. as the surviving entity.
8
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(3) SIGNIFICANT ACQUISITIONS (CONTINUED)
The estimated fair value of assets acquired and liabilities assumed relating to
the Milestone acquisition, which is preliminary and subject to further
refinements in accordance with accounting principles generally accepted in the
United States of America, is summarized below (in thousands):
<Table>
Working capital ............................. $ (2,712)
Property, plant and equipment ............... 113
Other intangibles ........................... 2,500
Goodwill .................................... 15,968
Other long-term assets ...................... 28
------------
$ 15,897
============
</Table>
During the three months ended November 30, 2002, goodwill was increased by
approximately $299,000 related to professional services incurred in connection
with the acquisition. Goodwill and trademarks related to Milestone are not
amortized in accordance with SFAS No. 142 because the acquisition date is after
June 30, 2001.
As a result of this transaction, the consolidated financial statements of the
Company for the three months ended November 30, 2002 include the results of
operations of Milestone for the three months ended November 30, 2002, while the
consolidated financial statements of the Company for the three months ended
November 24, 2001 do not include the results of operations of Milestone for the
three months ended November 24, 2001.
The following unaudited pro forma data summarizes the results of operations for
the periods indicated as if the Milestone acquisition had been completed as of
August 26, 2001 are as follows (in thousands):
<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
---------------
NOVEMBER 24,
2001
---------------
(UNAUDITED)
Net sales ............................................. $ 73,039
Net loss applicable to common stockholders ............ (736)
</Table>
9
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(4) COMPREHENSIVE INCOME (LOSS)
Beginning in the fiscal year 2001, the effective portion of the loss on
derivatives and unrecognized losses on accrued minimum pension liabilities were
included in other comprehensive income (loss). The following amounts were
included in determining the Company's comprehensive income (loss) for the three
month periods ended November 30, 2002 and November 24, 2001.
<Table>
<Caption>
FOR THE THREE MONTHS ENDED
---------------------------------
NOVEMBER 30, NOVEMBER 24,
2002 2001
--------------- ---------------
Net income ............................................ $ 218 $ 205
Change in effective portion of derivative
loss ................................................ -- (78)
--------------- ---------------
Total comprehensive income ............................ $ 218 $ 133
=============== ===============
</Table>
(5) INVENTORIES, NET
A summary of inventories, net is as follows:
<Table>
<Caption>
NOVEMBER 30, AUGUST 31,
2002 2002
--------------- ---------------
(IN THOUSANDS)
Raw materials ........... $ 12,339 $ 8,781
Work in process ......... 8,053 8,171
Finished goods .......... 6,912 8,653
Less--Reserves .......... (1,184) (178)
--------------- ---------------
$ 26,120 $ 25,427
=============== ===============
</Table>
Cost of sales includes depreciation and amortization of $2,254,000 and
$1,907,000 for the three months ended November 30, 2002 and November 24, 2001,
respectively.
10
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(6) LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<Table>
<Caption>
NOVEMBER 30, AUGUST 31,
2002 2002
--------------- ---------------
11 5/8% Senior unsecured notes due 2007 (net of unamortized
discount of $1,348) ........................................... $ 175,652 $ 175,587
11% Senior subordinated notes due 2007 .......................... 41,355 41,355
Senior secured credit facility .................................. 16,175 25,175
--------------- ---------------
Total debt .................................................. $ 233,182 $ 242,117
Less: current portion ........................................... -- --
--------------- ---------------
Total long-term debt ........................................ $ 233,182 $ 242,117
=============== ===============
</Table>
11
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(6) LONG-TERM DEBT (CONTINUED)
11 5/8% SENIOR UNSECURED NOTES
On February 20, 2002, the Company issued $177 million of senior unsecured notes
(the "Unsecured Notes") due in 2007. The Unsecured Notes bear interest at a
stated rate of 11 5/8%. The Unsecured Notes were issued at a discount of 0.872%
resulting in net proceeds of approximately $175.5 million before considering
financing costs. The effective rate of the Unsecured Notes after discount is
approximately 13.0%. The Unsecured Notes rank pari passu with the Company's
existing and future senior indebtedness, including obligations under the
Company's Senior Secured Credit Facility (as defined below). The Unsecured Notes
are guaranteed by the Company's domestic subsidiaries, and the guarantees rank
pari passu with the existing Senior Subordinated Notes and future senior debt of
the Company and its subsidiaries. The Unsecured Notes and the guarantees on the
Unsecured Notes are effectively subordinated to any of the Company's secured
debt.
The Company may not redeem the Unsecured Notes until 2005, except that the
Company, in connection with a public equity offering, may redeem up to 35
percent of the Unsecured Notes before the third anniversary of the issue date of
the Unsecured Notes as long as (a) the Company pays a certain percentage of the
principal amount of the Unsecured Notes, plus interest, (b) the Company redeems
the Unsecured Notes within 90 days of completing a public equity offering and
(c) at least 65 percent of the aggregate principal amount of the Unsecured Notes
issued remains outstanding afterward.
If a change in control, as defined in the indenture relating to the Unsecured
Notes (the "AAC Indenture"), occurs, the Company must give the holders of the
Unsecured Notes the opportunity to sell their Unsecured Notes to the Company at
101 percent of the principal amount of the Unsecured Notes, plus accrued
interest.
The Unsecured Notes contain customary negative covenants and restrictions on
actions by the Company and its subsidiaries including, without limitation,
restrictions on additional indebtedness, investments, asset dispositions outside
the ordinary course of business, liens, and transactions with affiliates, among
other restrictions (as defined in the AAC Indenture). In addition, the Unsecured
Notes contain covenants, which restrict the declaration or payment of dividends
by the Company and/or its subsidiaries (as defined in the AAC Indenture). The
Unsecured Notes also require that the Company meet certain financial covenants
including a minimum fixed charge coverage ratio (as defined in the AAC
Indenture). The Company was in compliance with the Unsecured Notes covenants as
of November 30, 2002.
11% SENIOR SUBORDINATED NOTES
Commemorative Brands, Inc.'s ("CBI") 11% senior subordinated notes (the
"Subordinated Notes") mature on January 15, 2007. The Subordinated Notes are
redeemable at the option of CBI in whole or in part, at any time on or after
January 15, 2002, at specified redemption prices ranging from 105.5 percent of
the principal amount thereof if redeemed during 2002 and declining to 100
percent of the principal amount thereof if redeemed during the year 2005 or
thereafter, plus accrued and unpaid interest and Liquidated Damages as defined
in the indenture relating to the Subordinated Notes, as amended (the "CBI
Indenture"), if any, thereon to the date of redemption. The Company has not
redeemed any of the Subordinated Notes as of November 30, 2002.
12
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(6) LONG-TERM DEBT (CONTINUED)
In the event of a Change of Control (as defined in the CBI Indenture), each
holder of the Subordinated Notes will have the right to require CBI to purchase
all or any part of such holder's Subordinated Notes at a purchase price in cash
equal to 101 percent of the aggregate principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of purchase.
In the event of an Asset Sale (as defined in the CBI Indenture), CBI is required
to apply any Net Proceeds (as defined in the CBI Indenture) to permanently
reduce senior indebtedness, to acquire another business or long-term assets or
to make capital expenditures. To the extent such amounts are not so applied
within 365 days and the amount not applied exceeds $5.0 million, CBI is required
to make an offer to all holders of the Subordinated Notes to purchase an
aggregate principal amount of Subordinated Notes equal to such excess amount at
a purchase price in cash equal to 100 percent of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of purchase.
The Subordinated Notes contain certain covenants that, among other things, limit
the ability of CBI to engage in certain business transactions such as mergers,
consolidations or sales of assets that would decrease the value of CBI or cause
an event of default.
SENIOR SECURED CREDIT FACILITY
In conjunction with the issuance of the Unsecured Notes, on February 20, 2002,
the Company entered into a new $40 million senior revolving credit facility (the
"Senior Secured Credit Facility") with various financial institutions, with all
of the Company's current domestic subsidiaries as guarantors. Loans made
pursuant to the Senior Secured Credit Facility are secured by a first priority
security interest in substantially all of the Company's and the Company's
domestic subsidiaries' assets and in all of the Company's domestic subsidiaries'
capital stock.
Availability under the Senior Secured Credit Facility is restricted to the
lesser of (1) $40 million or (2) the Borrowing Base Amount as defined in the
credit agreement under the Senior Secured Credit Facility (the "Credit
Agreement"). Availability under the Senior Secured Credit Facility as of
November 30, 2002 was approximately $21.6 million with $16.2 million borrowings
outstanding. The Senior Secured Credit Facility matures on February 20, 2006.
Advances under the Senior Secured Credit Facility may be made as base rate loans
or LIBOR loans at the Company's election (except for the initial loans which
were base rate loans). Interest rates payable upon advances are based upon the
base rate or LIBOR depending on the type of loan the Company chooses, plus an
applicable margin based upon a consolidated leverage ratio of certain
outstanding indebtedness to EBITDA (to be calculated in accordance with the
terms specified in the Credit Agreement). The effective rate on borrowings for
the three months ended November 30, 2002 was 6.3%.
The Credit Agreement contains customary negative covenants and restrictions on
actions by the Company and its subsidiaries including, without limitation,
restrictions on indebtedness, declaration or payment of dividends, liens, and
changing the provisions of the gold consignment agreement, among other
restrictions. In addition, the Credit Agreement requires that the Company meet
certain financial covenants, ratios and tests, including capital expenditure
limits, a maximum secured leverage ratio, a minimum interest coverage
13
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(6) LONG-TERM DEBT (CONTINUED)
ratio, and a minimum fixed charge coverage ratio. The Company was in compliance
with the Credit Agreement covenants as of November 30, 2002.
EARLY EXTINGUISHMENT OF DEBT
In conjunction with the issuance of the Unsecured Notes and entrance into the
Senior Secured Credit Facility, the Company paid off the then outstanding term
loans and revolver under the former credit facility, the bridge notes to
affiliates and settled all but $25 million in notional amount of the interest
rate swap agreements. During the fiscal year ended August 31, 2002, the Company
recognized an extraordinary charge in February 2002 of approximately $5.3
million, net of income tax benefit, relating to the write-off of unamortized
deferred financing costs. Upon adoption of SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," the Company reclassed this amount to operating expenses. Due to
the termination and reclassification of interest rate swaps, the Company
recorded a charge to other expense for approximately $2.6 million.
As a result of the early prepayment of certain debt obligations, the remaining
interest rate swap agreement representing a notional amount of $25 million has
been reclassified as a trading derivative in other current liabilities. As such,
any changes in the fair value of this derivative are recognized in other income
or expensed. As of November 30, 2002, the fair value of this derivative
represented a liability of approximately $0.6 million and is included in current
liabilities.
The Company's long-term debt outstanding as of November 30, 2002 matures as
follows (in thousands):
<Table>
<Caption>
FISCAL YEAR ENDING AMOUNT MATURING
- ------------------ ---------------
2003........................................................ $ --
2004........................................................ --
2005........................................................ --
2006........................................................ 25,175
2007........................................................ 208,007
Thereafter.................................................. --
--------
$233,182
========
</Table>
The weighted average interest rate of debt outstanding as of November 30, 2002
and August 31, 2002 was 11.0% and 11.5%, respectively.
The Company's management believes the carrying amount of long-term debt
approximates fair value as of November 30, 2002 and August 31, 2002, based upon
current rates offered for debt with the same or similar debt terms.
14
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(7) COMMITMENTS AND CONTINGENCIES
LEASES
Certain Company facilities and equipment are leased under agreements expiring at
various dates through 2008.
EMPLOYMENT CONTRACTS
The Company has employment agreements with its executive officers, the terms of
which expire at various times through August 2004. Unless terminated, one
executive officer's employment agreement adds one day to the term for each day
that passes, and accordingly, there are always two years remaining on the term.
The remaining executive officers terms can be automatically extended for an
additional one year term. Such agreements, which have been revised from
time-to-time, provide for minimum salary levels, adjusted annually for
cost-of-living changes, as well as for incentive bonuses for a certain executive
that are payable if specific management goals are attained. The aggregate
commitment for future salaries as of November 30, 2002, excluding bonuses, was
approximately $2,200,000.
PENDING LITIGATION
The Company is not a party to any pending legal proceedings other than ordinary
routine litigation incidental to its business. In management's opinion, adverse
decisions on legal proceedings, in the aggregate, would not have a materially
adverse impact on the Company's results of operations or financial position.
GOLD CONSIGNMENT AGREEMENT
Under the Company's gold consignment financing arrangement, the Company has the
ability to have on consignment the lowest of the dollar value of 27,000 troy
ounces of gold, $10.1 million or a borrowing base, determined based upon a
percentage of gold located at the Company's facilities and other approved
locations, as specified by the agreement. For the three months ended November
30, 2002 and November 24, 2001, the Company expensed consignment fees of
approximately $68,000 and $60,000, respectively. Under the terms of the
consignment arrangement, the Company does not own the consigned gold nor does it
have risk of loss related to such inventory until the money is received by the
bank from the Company in payment for the gold purchased. Accordingly, the
Company does not include the value of consigned gold in its inventory or the
corresponding liability for financial statement purposes. As of November 30,
2002 and August 31, 2002, the Company held approximately 21,430 ounces and
14,830 ounces, respectively, of gold valued at $6.8 million and $4.6 million,
respectively, on consignment.
15
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(8) INCOME TAXES
For the three months ended November 30, 2002 and November 24, 2001, the Company
recorded an income tax provision of $18,000 and $239,000, respectively, which
represents an effective tax rate of 5% and 54%, respectively. The Company's
effective tax rate for the quarter ending November 24, 2001 relates to the
expected annual benefits from the net operating loss carryback attributable to
Taylor Senior Holding Corp (TSHC) as a percentage of the Company's expected
annual pretax loss from continuing operations. The effective tax rate for the
quarter ending November 30, 2002 represents the anticipated annual tax rate
primarily attributable to state taxes. No federal tax expense is anticipated as
a result of the expected change in the Company's valuation allowance. No net
federal income tax benefit is reflected in the income statement for net
operating losses to be carried forward since realization of the potential
benefit of net operating loss carry-forwards is not considered to be more likely
than not.
(9) STOCKHOLDERS' EQUITY
During the year ended August 31, 2002, 5,500 shares of the Series A Preferred
Stock of the Company were issued to an executive pursuant to a bonus provided
for in fiscal 2001. In the event of any liquidation, dissolution or winding up
of the Company, the holders of the Series A Preferred Stock are entitled to
receive payment of the liquidation value of $100 per share plus any accrued and
unpaid dividends prior to the payment of any distributions to the holders of the
Common Stock of the Company. The liquidation preference of the Series A
Preferred Stock totaled approximately $100,685,000 at November 30, 2002 and
August 31, 2002, respectively.
STOCK-BASED COMPENSATION
During fiscal year 2002, the Company issued an option to purchase 12,500 shares
of Company Common Stock at fair market value to an executive. The terms of the
option are the same as provided for in the Company's 2000 Stock Option Plan,
with the exception that the option vested on the date of grant.
Incentive stock options for 97,233 shares and 69,853 shares and nonqualified
stock options for 2,230 and 2,230 shares of the Company's Common Stock were
outstanding as of November 30, 2002 and August 31, 2002, respectively.
During the three-month period ended November 30, 2002, the Company granted
28,500 options to employees. These options have an exercise price of $6.02 per
share and, accordingly, the Company did not record any related compensation
expense based upon the market price of the stock on the date of grant. A portion
of the options, 10,000, vested on the grant date, with the remaining options
vesting ratably over a four year period.
Pursuant to an employment agreement entered into between the Company and its
chief executive officer in July 1999, as amended on February 1, 2002, if the
Company achieves certain EBITDA targets as defined by the agreement at any point
from 2002 through 2004, the chief executive is entitled to receive up to a total
of $1 million in face value of the Company's Series A Preferred Stock. In
addition, the plan provided for the immediate issuance of an option to purchase
12,500 shares of the Company's common stock with a discretionary option to
purchase shares. An option to purchase 12,500 shares was granted in fiscal 2002
pursuant to this plan. The executive is also entitled to receive discretionary
bonuses as directed by the Board of Directors up to $300,000 annually, of which
$75,000 is accrued as of November 30, 2002.
16
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(10) RELATED-PARTY TRANSACTIONS
The Company entered into a management agreement on March 30, 2001 with Castle
Harlan, Inc., its majority shareholder, (the "Manager"), pursuant to which the
Manager agreed to provide business and organization strategy, financial and
investment management and merchant and investment banking services to the
Company and its subsidiaries. The Company has agreed to indemnify the Manager
against liabilities, costs, charges and expenses relating to the Manager's
performance of its duties, other than such of the foregoing resulting from the
Manager's gross negligence or willful misconduct. The agreement is for a term of
10 years, renewable automatically from year to year unless Castle Harlan
Partners III, L.P. or Castle Harlan Partners II, L.P., affiliates of the
Manager, shall own less than 5 percent of the then outstanding capital stock of
the Company. The Company is required to pay a management fee equal to
$3,000,000, unless otherwise prohibited by the Company's Credit Agreement.
Amounts paid under the management agreement totaled approximately $750,000 for
the three months ended November 30, 2002 and November 24, 2001, respectively. As
of November 30, 2002 and August 31, 2002, the Company had accrued management
fees of approximately $750,000, respectively.
In connection with a previous acquisition, the Company has a receivable from the
Castle Harlan group relating to the acquisition expenses, along with other
reimbursable expenses which was to be reimbursed to the Company. The amount of
such receivable was approximately $11,000 and $26,000 as of November 30, 2002
and August 31, 2002, respectively.
17
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(11) BUSINESS SEGMENTS
The Company operates in two reportable business segments: scholastic products
and recognition and affinity products. The principal products sold in the
scholastic segment are class rings, yearbooks and graduation products, which
include fine paper products and graduation accessories. The scholastic segment
primarily serves the high school and college markets. The recognition and
affinity segment includes publications that recognize the academic achievement
of top students at the high school and college levels, jewelry commemorating
family events, fan affinity jewelry and related products, and professional
sports championship rings.
<Table>
<Caption>
RECOGNITION
AND
SCHOLASTIC AFFINITY TOTAL
------------ ----------- ------------
Three Months Ended November 30, 2002
Net sales ................................. $ 54,237 $ 20,798 $ 75,035
Interest expense, net ..................... 6,647 725 7,372
Depreciation and amortization ............. 3,123 347 3,470
Segment operating income (loss) ........... (447) 8,055 7,608
Capital expenditures ...................... 4,325 491 4,816
Goodwill .................................. 111,584 50,397 161,981
Segment assets ............................ 318,082 87,630 405,712
Three Months Ended November 24, 2001
Net sales ................................. $ 52,415 $ 19,186 $ 71,601
Interest expense, net ..................... 5,337 593 5,930
Depreciation and amortization ............. 3,766 996 4,762
Segment operating income (loss) ........... (1,769) 8,143 6,374
Capital expenditures ...................... 1,902 186 2,088
Goodwill .................................. 100,884 46,029 146,913
Segment assets ............................ 297,340 85,201 382,541
</Table>
The Company's reportable segments are strategic business units that offer
products to different consumer segments. Each segment is managed separately
because each business requires different marketing strategies. The Company
evaluates the performance of each segment based on the profit or loss from
operations before income taxes, excluding nonrecurring gains or losses.
18
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(12) NEW ACCOUNTING PRONOUNCEMENTS
In August 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This statement requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 became effective for the Company in fiscal year
2003. The adoption of SFAS No. 143 did not have a significant impact on its
financial statements.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," that was effective for financial statements
issued for fiscal years beginning after December 15, 2001. The adoption of SFAS
No. 144 did not have a significant impact on the Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
This statement requires, among other things, that gains and losses on the early
extinguishments of debt be classified as extraordinary only if they meet the
criteria for extraordinary treatment set forth in Accounting Principles Board
Opinion No. 30. The provisions of this statement related to classification of
gains and losses on the early extinguishments of debt are effective for fiscal
years beginning after May 15, 2002. The adoption of this standard will require
the Company to reclassify certain items from extraordinary items into operating
income (loss) during the second quarter.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan, which is generally before
an actual liability has been incurred. The provisions of this statement are
effective for exit or disposal activities that are initiated after December 31,
2002. The Company is currently considering the impact, if any, that this
statement will have on its financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure an amendment of FASB Statement No.
123", which amends SFAS Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. Certain disclosure requirements
under SFAS No. 148 are effective for all financial statements issued for fiscal
years ending after December 15, 2002. The Company is currently assessing the
impact of this statement on its financial statements.
In December 2002 the FASB issued FASB Interpretation No. 45 ("FIN No. 45")
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others an interpretation of FASB
Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34",
which addresses the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under guarantees and clarifies
the requirements related to the recognition of a liability by a guarantor at the
inception of a guarantee for the obligations the guarantor has undertaken in
issuing that guarantee. FIN No. 45 becomes effective for financial statements of
interim or annual periods ending after December 15, 2002.
19
AMERICAN ACHIEVEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(13) RESTATEMENT OF FINANCIAL STATEMENTS
Subsequent to the issuance of its financial statements for the year ended August
25, 2001, management determined that the Company should have (1) changed its
revenue recognition on certain sales to independent sales representatives in
order to comply with the provisions of Securities and Exchange Commission Staff
Accounting Bulletin No. 101, effective August 27, 2000, and (2) recognized an
income tax benefit related to a net operating loss carryback attributable to one
of the Company's subsidiaries, during the year ended August 25, 2001. The
cumulative effect of the change in accounting principle resulted in an increase
of $1.8 million to the net loss for the year ended August 25, 2001. This change
had no impact on the Company's cash flow from operations. As a result, the
condensed consolidated financial statements for the three months ended November
24, 2001 have been restated.
A summary of the significant effects of the restatement is as follows (in
thousands):
<Table>
<Caption>
AS OF
NOVEMBER 24, 2001
----------------------------
AS PREVIOUSLY
REPORTED AS RESTATED
------------- -----------
Prepaids and other assets ......... $ 14,890 $ 18,012
Income tax receivable ............. -- --
Total assets ...................... 379,419 382,541
Income tax payable ................ -- 119
Deferred revenue .................. -- 5,971
Accumulated deficit ............... (17,245) (20,213)
Stockholders equity ............... 74,267 71,299
</Table>
<Table>
<Caption>
FOR THE THREE MONTHS
ENDED NOVEMBER 24, 2001
-----------------------------
AS PREVIOUSLY
REPORTED AS RESTATED
------------- -----------
Net Sales ................................... $ 77,572 $ 71,601
Cost of Sales ............................... 35,947 34,739
Gross profit ................................ 41,625 36,862
Selling, general and administrative ......... 32,402 30,488
Provision for income taxes .................. 120 239
Cumulative effect of change in accounting
principle ................................. -- --
Net income .................................. 3,173 205
</Table>
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of our consolidated financial condition and results of
operations should be read in conjunction with the information contained in our
consolidated financial statements and the notes thereto. The following
discussion includes forward-looking statements that involve certain risks and
uncertainties. See "Disclosure Regarding Forward-Looking Statements."
RESTATEMENT
As discussed in Note 13, the unaudited condensed consolidated financial
statements in this Quarterly Report on Form 10-Q for the period ended November
24, 2001 have been restated.
The Company's Management Discussion and Analysis has been revised to reflect the
effects of this restatement.
OVERVIEW
We are one of the leading manufacturers and suppliers of class rings, yearbooks,
academic achievement publications and recognition and affinity jewelry in the
United States. Our two principal business segments are: scholastic products and
recognition and affinity products. The scholastic products segment serves the
high school, college and, to a lesser extent, the elementary and junior high
school markets and accounted for approximately 72.3% of our net sales for the
three months ended November 30, 2002. Our scholastic products segment consists
of three principal categories: class rings, yearbooks and graduation products,
the last of which includes fine paper products and graduation accessories.
The recognition and affinity products segment accounted for approximately 27.7%
of our net sales for the three months ended November 30, 2002. This segment
provides, among other things, publications that recognize the academic
achievement of top students at the high school and college levels, as well as
the nation's most inspiring teachers, jewelry commemorating family events such
as the birth of a child, fan affinity jewelry and related products and
professional sports championship rings such as World Series rings.
COMPANY BACKGROUND
Commemorative Brands, Inc. ("CBI") was initially formed by Castle Harlan
Partners II, L.P. ("CHPII"), a private equity investment fund, in March 1996 for
the purpose of acquiring substantially all of the ArtCarved operations of CJC
Holdings, Inc. and the Balfour operations of L. G. Balfour Company, Inc. These
acquisitions were consummated on December 16, 1996. Until such date, CBI engaged
in no business activities other than in connection with the completion of the
acquisitions and the financing thereof.
Our Company was formed on June 27, 2000 to serve as a holding company for the
CBI operations and future acquisitions. Upon formation, each share of CBI's
issued and outstanding common stock was converted into one share of our common
stock, and each share of CBI's issued and outstanding series B preferred stock
was converted into one share of our Series A Preferred Stock. The original
holders of CBI's series A preferred stock continued to hold such shares. We
changed our name from Commemorative Brands Holding Corporation to American
Achievement Corporation on January 23, 2002.
TAYLOR ACQUISITION. On February 11, 2000, Castle Harlan Partners III, L.P.
("CHPIII"), one of our stockholders and an affiliate of CHPII, acquired Taylor,
whose primary business is the designing and printing of student yearbooks. On
July 27, 2000, we acquired all issued and outstanding shares of Taylor Senior
Holding Corp ("TSHC"), Taylor's parent, through the issuance of 320,929 shares
of our
21
common stock and 393,482 shares of our series A preferred stock (the "Taylor
Acquisition"). The Taylor Acquisition was accounted for under the purchase
method of accounting.
ECI ACQUISITION. On March 30, 2001, we acquired all of the capital stock of ECI
for a purchase price of approximately $58.7 million (the "ECI Acquisition"). ECI
has been in the academic achievement publication business since 1967 and
publishes such well-known titles as, Who's Who Among American High School
Students, The National Dean's List and Who's Who Among America's Teachers. The
ECI Acquisition was accounted for under the purchase method of accounting.
MILESTONE ACQUISITION. On July 9, 2002, we acquired all the outstanding stock
and warrants of Milestone for a total purchase price of $15.9 million (the
"Milestone Acquisition"). The Milestone Acquisition was accounted for using the
purchase method of accounting. Milestone is a specialty marketer of class rings
and other graduation products to the college market. Goodwill and trademarks
related to Milestone are not amortized in accordance with SFAS No. 142 because
the acquisition date was after June 30, 2001.
As a result of this transaction, the consolidated financial statements of the
Company for the three months ended November 30, 2002 include the results of
operations of Milestone for the three months ended November 30, 2002, while the
consolidated financial statements of the Company for the three months ended
November 24, 2001 do not include the results of operations of Milestone for the
three months ended November 24, 2001.
Effective December 31, 2002, Milestone merged into Commemorative Brands, Inc.,
with Commemorative Brands, Inc. as the surviving entity.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America. As such, we are
required to make certain estimates, judgments and assumptions that we believe
are reasonable based upon the information available. These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods presented. The significant accounting policies which we
believe are the most critical to aid in fully understanding and evaluating our
reported financial results include the following:
Revenue Recognition. We recognize revenue when the earnings process is complete,
evidenced by an agreement between AAC and the customer, delivery and acceptance
has occurred, collectibility is reasonably assured and pricing is fixed and
determinable. In accordance with the Securities and Exchange Commissions Staff
Accounting Bulletin No. 101, the recognition of revenue and related gross profit
on sales to independent sales representatives, along with commissions to
independent sales representatives that are directly related to the revenue, are
deferred until the independent sales representative delivers the product and
title passes to the Company's end customer. Provisions for sales returns and
warranty costs are recorded at the time of sale based on historical information
and current trends.
Sales Returns and Allowances. We make estimates of potential future product
returns related to current period product revenue. We analyze historical
returns, current economic trends and changes in customer demand and acceptance
of our products when evaluating the adequacy of the sales returns and
allowances. Significant management judgments and estimates must be made and used
in connection with establishing the sales returns and allowances in any
accounting period. Material differences could result in the amount and timing of
our revenue for any period if we made different judgments or utilized different
estimates.
Allowance for Doubtful Accounts and Reserve on Sales Representative Advances. We
make estimates of potentially uncollectible customer accounts receivable and
receivables arising from sales representative draws paid in excess of earned
commissions. Our reserves are based on an analysis of customer and salesperson
accounts and historical write-off experience. Our analysis includes the age of
the receivable,
22
customer or salesperson creditworthiness and general economic conditions. We
believe the results could be materially different if historical trends do not
reflect actual results or if economic conditions worsened.
Goodwill and Other Intangible Assets. We adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," which addresses the initial recognition and
measurement of intangible assets acquired outside of a business combination and
the accounting for goodwill and other intangible assets subsequent to their
acquisition. SFAS No. 142 also provides that intangible assets with finite
useful lives be amortized and that goodwill and intangible assets with
indefinite lives will not be amortized, but will rather be tested for impairment
upon adoption and on an annual basis thereafter. We completed the initial
impairment test and concluded that goodwill was not impaired as of November 30,
2002. The adoption of SFAS No. 142 during the first quarter of fiscal 2003 did
not have a material impact on the our consolidated balance sheets or its
statements of operations, shareholders' equity or cash flows.
RESULTS OF OPERATIONS
The following table sets forth selected information from our condensed
consolidated statements of operations expressed on an actual basis and as a
percentage of net sales.
<Table>
<Caption>
THREE MONTHS ENDED
----------------------------------------------------------
NOVEMBER 30, 2002 NOVEMBER 24, 2001
--------------------------- ---------------------------
% OF NET % OF NET
(IN THOUSANDS) ACTUAL SALES ACTUAL SALES
------------ ------------ ------------ ------------
Net sales ......................... $ 75,035 100.0% $ 71,601 100.0%
Cost of sales ..................... 33,817 45.1% 34,739 48.5%
------------ ------------ ------------ ------------
Gross profit .................... 41,218 54.9% 36,862 51.5%
Selling, general and
administrative expenses ......... 33,610 44.8% 30,488 42.6%
------------ ------------ ------------ ------------
Operating income .................. 7,608 10.1% 6,374 8.9%
Interest expense, net ............. 7,372 9.8% 5,930 8.3%
------------ ------------ ------------ ------------
Income before income taxes ...... 236 0.3% 444 0.6%
Provision for income taxes ........ 18 0.0% 239 0.3%
------------ ------------ ------------ ------------
Net income ........................ $ 218 0.3% $ 205 0.3%
============ ============ ============ ============
</Table>
23
THREE MONTHS ENDED NOVEMBER 30, 2002 COMPARED WITH THREE MONTHS ENDED NOVEMBER
24, 2001.
NET SALES. Net sales consist of product sales and are net of product returns and
promotional discounts. Net sales increased $3.4 million, or 4.8%, to $75.0
million for the three months ended November 30, 2002 from $71.6 million for the
three months ended November 24, 2001. This increase in net sales was due
primarily to timing of shipments.
The following details the changes in net sales during such periods by business
segment.
SCHOLASTIC PRODUCTS. Net sales increased $1.8 million to $54.2 million for the
three months ended November 30, 2002 from $52.4 million for the three months
ended November 24, 2001. The increase in net sales was the result of timing
differences from college ring shipments and high school ring deliveries made by
our independent sales representatives and price increases, all totaling $5.3
million, and $1.2 million of college ring sales related to the Milestone
acquisition. These increases were partially offset by a decrease of $4.6 million
of timing differences from yearbook shipments as a result of the fourth quarter
of fiscal year 2002 containing an extra week of heavy shipping volumes that
normally would have occurred in the first quarter of fiscal year 2003.
RECOGNITION AND AFFINITY PRODUCTS. Net sales increased $1.6 million to $20.8
million for the three months ended November 30, 2002 from $19.2 million for the
three months ended November 24, 2001. The increase was primarily the result of a
$3.9 million increase in sales related to the ECI teacher's publication
(published bi-annually versus its other publications) and price increases in
ECI's publications, partially offset by a $2.7 million decrease resulting in the
discontinuation of reunion services in fiscal year 2002.
GROSS PROFIT. Gross margin represents gross profit as a percentage of net sales.
Gross margin was 54.9% for the three months ended November 30, 2002, a 3.4
percentage point increase from 51.5% for the three months ended November 24,
2001. The overall increase was the result an increase in class ring margins,
partially offset by a lesser gross margin on the ECI teacher's publication
(published bi-annually) and the discontinuation of reunion services in fiscal
year 2002.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $3.1 million, or 10.2%, to $33.6 million for
the three months ended November 30, 2002 from $30.5 million for the three months
ended November 24, 2001. Included in selling, general and administrative
expenses are two sub-categories: selling and marketing expenses and general and
administrative expenses. Selling and marketing expenses increased $4.2 million
to $24.9 million or 33.2% of net sales, for the three months ended November 30,
2002 from $20.7 million or 28.9% of net sales, for the three months ended
November 24, 2001. The increase in selling and marketing expenses as a
percentage of sales is a result of the timing of expenses and additional
marketing efforts for high school rings sold by independent retail jewelers and
yearbooks sold by independent representatives.
General and administrative expenses for the three months ended November 30, 2002
were $8.7 million, or 11.6% of net sales, as compared to $9.8 million, or 13.7%
of net sales, for the three months ended November 24, 2001. The decrease in
general and administrative expenses as a percentage of sales is a result of
realization of remaining synergy savings from acquisitions.
OPERATING INCOME. As a result of the foregoing, operating income was $7.6
million, or 10.1% of net sales, for the three months ended November 30, 2002 as
compared with operating income of $6.4 million, or 8.9% of net sales, for the
three months ended November 24, 2001. The scholastic products segment reported
an operating loss of $0.5 million for the three months ended November 30, 2002
as compared with an operating loss of $1.8 million for the three months ended
November 24, 2001. The recognition and affinity products segment reported
operating income of $8.1 million for the three months ended November 30, 2002 as
compared with operating income of $8.2 million for the three months ended
November 24, 2001.
24
INTEREST EXPENSE, NET. Net interest expense was $7.4 million for the three
months ended November 30, 2002 and $5.9 million for the three months ended
November 24, 2001. The average debt outstanding for the three months ended
November 30, 2002 and the three months ended November 24, 2001 was $254 million
and $200 million, respectively. The weighted average interest rate of debt
outstanding for the three months ended November 30, 2002 and the three months
ended November 24, 2001 was 11.0% and 11.8%, respectively.
PROVISION (BENEFIT) FOR INCOME TAXES. For the three months ended November 30,
2002 and November 24, 2001, the Company recorded an income tax provision of
$18,000 and $239,000, respectively, which represents an effective tax rate of 5%
and 54%, respectively. The Company's effective tax rate for the quarter ending
November 24, 2001 relates to the expected annual benefits from the net operating
loss carryback attributable to Taylor Senior Holding Corp (TSHC) as a percentage
of the Company's expected annual pretax loss from continuing operations. The
effective tax rate for the quarter ending November 30, 2002 represents the
anticipated annual tax rate primarily attributable to state taxes. No federal
tax expense is anticipated as a result of the expected change in the Company's
valuation allowance. No net federal income tax benefit is reflected in the
income statement for net operating losses to be carried forward since
realization of the potential benefit of net operating loss carry-forwards is not
considered to be more likely than not.
NET INCOME. As a result of the foregoing, we reported net income of $218,000 for
the three months ended November 30, 2002 as compared to net income of $205,000
for the three months ended November 24, 2001.
SEASONALITY
The Company's scholastic product sales tend to be seasonal. Class ring sales are
highest during October through December (which overlaps the Company's first and
second fiscal quarters), when students have returned to school after the summer
recess and orders are taken for class rings for delivery to students before the
winter holiday season. Sales of the Company's fine paper products are
predominantly made during February through April (which overlaps the Company's
second and third fiscal quarters) for graduation in May and June. The Company
has historically experienced operating losses during the period of the Company's
fourth fiscal quarter, which includes the summer months when school is not in
session, thus reducing related shipment of products. Yearbook sales are highest
during the months of May through June, as yearbooks are typically shipped to
schools prior to the school's summer break. The Company's recognition and
affinity product line sales are also seasonal. The majority of the sales of
achievement publications are shipped in November of each year. The remaining
recognition and affinity product line sales are highest during the winter
holiday season and in the period prior to Mother's Day. As a result, the effects
of the seasonality of the class ring business on the Company are somewhat
tempered by the Company's relatively broad product mix. As a result of the
foregoing, the Company's working capital requirements tend to exceed its
operating cash flows from July through December.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. Operating activities provided cash of $15.8 million for
the three months ended November 30, 2002 as compared with $5.6 million for the
three months ended November 24, 2001. The $10.2 million increase in cash
provided by operating activities was primarily attributable to an increase in
customer deposits of $6.6 million, an increase in accounts payable and accrued
expenses of $3.8 million and a decrease in prepaid expenses and other current
assets of $6.2 million. These items were partially offset by an increase in
inventories of $2.6 million, a decrease in deferred revenue of $2.5 million, and
a decrease in depreciation and amortization expense of $1.3 million.
INVESTING ACTIVITIES. Capital expenditures for the three months ended November
30, 2002 and November 24, 2001 were $4.8 million and $2.1 million, respectively.
Our projected capital expenditures for 2003 are expected to be approximately
$12.0 million.
25
FINANCING ACTIVITIES. Net cash used in financing activities was $9.0 million for
the three months ended November 30, 2002 and net cash used in financing
activities was $1.3 million for the three months ended November 24, 2001. For
the three months ended November 30, 2002, cash was generated from customer
deposits and payments and used to pay down $9.0 million of the revolver
facility. For the three months ended November 24, 2001, payments were made on
the term loan facility and partially offset by borrowings on the revolver.
CAPITAL RESOURCES. In February 2002, the Company issued $177 million of
Unsecured Notes due in 2007 and entered into a new $40 million Senior Secured
Credit Facility. As of November 30, 2002, $16.2 million under the Senior Secured
Credit Facility was outstanding.
In connection with the Taylor Acquisition, CBI signed a gold consignment
financing agreement with a bank. Under its gold consignment financing agreement,
CBI has the ability to have on consignment the lowest of (i) the dollar value of
27,000 troy ounces of gold, (ii) $10.1 million and (iii) a borrowing base,
determined based upon a percentage of gold located at CBI's facilities and other
approved locations, as specified by the agreement. Under the terms of the
consignment arrangement, CBI does not own the consigned gold nor have risk of
loss related to such inventory until the money is received by the bank from CBI
in payment for the gold purchased. Accordingly, CBI does not include the values
of consigned gold in its inventory or the corresponding liability for financial
statement purposes. As a result, as of November 30, 2002 and November 24, 2001,
CBI held approximately 21,430 ounces and 14,830 ounces, respectively, of gold
valued at $6.8 million and $4.6 million, respectively, on consignment from the
bank.
Cash generated from operating activities and availability under our Senior
Secured Credit Facility and our prior facilities, which were paid off in
February 2002, have been our principal sources of liquidity. Our liquidity needs
arise primarily from debt service, working capital, capital expenditure and
general corporate requirements. As of November 30, 2002 we had approximately
$21.6 million available under our Senior Secured Credit Facility.
We believe that cash flow from our operating activities combined with the
availability of funds under our senior secured credit facility will be
sufficient to support our operations and liquidity requirements for the
foreseeable future.
NEW ACCOUNTING PRONOUNCEMENTS
In August 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This statement requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 became effective for the Company in fiscal year
2003. The adoption of SFAS No. 143 did not have a significant impact on its
financial statements.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," that was effective for financial statements
issued for fiscal years beginning after December 15, 2001. The adoption of SFAS
No. 144 did not have a significant impact on the Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64,
26
Amendment of FASB Statement No. 13, and Technical Corrections". This statement
requires, among other things, that gains and losses on the early extinguishments
of debt be classified as extraordinary only if they meet the criteria for
extraordinary treatment set forth in Accounting Principles Board Opinion No. 30.
The provisions of this statement related to classification of gains and losses
on the early extinguishments of debt are effective for fiscal years beginning
after May 15, 2002. The adoption of this standard will require the Company to
reclassify certain items from extraordinary items into operating income (loss)
during the second quarter.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan, which is generally before
an actual liability has been incurred. The provisions of this statement are
effective for exit or disposal activities that are initiated after December 31,
2002. The Company is currently considering the impact, if any, that this
statement will have on its financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure an amendment of FASB Statement No.
123", which amends SFAS Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. Certain disclosure requirements
under SFAS No. 148 are effective for all financial statements issued for fiscal
years ending after December 15, 2002. The Company is currently assessing the
impact of this statement on its financial statements.
In December 2002 the FASB issued FASB Interpretation No. 45 ("FIN No. 45")
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others an interpretation of FASB
Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34",
which addresses the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under guarantees and clarifies
the requirements related to the recognition of a liability by a guarantor at the
inception of a guarantee for the obligations the guarantor has undertaken in
issuing that guarantee. FIN No. 45 becomes effective for financial statements of
interim or annual periods ending after December 15, 2002.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. We have market risk exposure from changes in interest rates
on our variable rate debt. Our policy is to manage interest rate exposure
through the use of a combination of fixed and floating rate debt instruments and
through the use of interest rate swaps. Our Senior Secured Facility and our gold
consignment facility are variable rate facilities. The interest rates under
these facilities are based on a floating benchmark rate (such as LIBOR or the
Federal Funds rate) plus a fixed spread. Upon the issuance of the Unsecured
Notes and the Senior Secured Credit Facility on February 20, 2002, we terminated
approximately $1.7 million of our existing swap agreements and interest rate
swaps representing a notional amount of $25.0 million remained in place. As of
November 30, 2002, the fair value of this derivative represented a liability of
approximately $0.6 million.
Our derivatives and other financial instruments subject to interest rate risk
consist of long-term debt, an interest rate swap and notional amount under the
gold consignment agreement. The net market value of these financial instruments
at November 30, 2002 represented a net liability of $23.6 million.
SEMI-PRECIOUS STONES. We purchase the majority of our semi-precious stones from
a single source supplier in Germany. We believe that all of our major
competitors purchase their semi-precious stones from this same supplier. The
purchases are payable in Euros. In order to hedge our market risk, we have from
time-to-time purchased forward currency contracts. During the three months ended
November 30, 2002, we did not purchase any forward contracts.
GOLD. We purchase all of our gold requirements from The Bank of Nova Scotia
through our revolving credit and gold consignment agreement. We consign the
majority of our gold from The Bank of Nova Scotia and pay for gold as the
product is shipped to customers and as required by the terms of the gold
consignment agreement. As of November 30, 2002, we had hedged a majority of our
gold requirements for the fiscal year ending August 31, 2003 by covering the
majority of our estimated gold requirements through the purchase of gold
options.
28
ITEM 4. CONTROLS AND PROCEDURES
As of a date within 90 days of the date of this report (the "Evaluation Date"),
we carried out an evaluation, under the supervision and with the participation
of our management, including our President and Chief Executive Officer and our
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure control and procedures pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based upon this
evaluation, our President and Chief Executive Officer and our Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were adequate to ensure that information required to be disclosed by
us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.
Additionally, our President and Chief Executive Officer and Chief Financial
Officer determined, as of a date within 90 days of the date of this report, that
there were no significant changes in our internal controls or in other factors
that could significantly affect our internal controls subsequent to the date of
their evaluation.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Although management
believes that the expectations reflected in such forward looking statements are
based upon reasonable assumptions, the Company can give no assurance that these
expectations will be achieved. Any change in or adverse development, including
the following factors may impact the achievement of results in or accuracy of
forward-looking statements: the price of gold and precious, semiprecious and
synthetic stones; the Company's access to students and consumers in schools; the
seasonality of the Company's business; regulatory and accounting rules; the
Company's relationship with its independent sales representatives; fashion and
demographic trends; general economic, business, and market trends and events,
especially during peak buying seasons for the Company's products; the Company's
ability to respond to customer change orders and delivery schedules; development
and operating costs; competitive pricing changes; successful completion of
management initiatives designed to achieve operating efficiencies; the Company's
cash flows; and the Company's ability to draw down funds under its current bank
financings and to enter into new bank financings. The foregoing factors are not
exhaustive. New factors may emerge or changes may occur that impact the
Company's operations and businesses. Forward-looking statements herein are
expressly qualified on the foregoing or such other factors as may be applicable.
29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a party
or to which any of its property is subject. The Company monitors all claims, and
the Company accrues for those, if any, which management believes may be
adversely decided against the Company and result in money damages to a third
party.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 CEO Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
99.2 CFO Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
A Form 8-K/A dated October 1, 2002, amending Item 7 of the Company's Current
Report on Form 8-K dated July 15, 2002 to include the required financial
statements of Milestone Marketing Incorporated and the required pro forma
financial information.
30
AMERICAN ACHIEVEMENT CORPORATION
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, on January 10, 2003.
AMERICAN ACHIEVEMENT CORPORATION
By: /s/ DAVID G. FIORE
---------------------------------------
David G. Fiore
CHIEF EXECUTIVE OFFICER
By: /s/ SHERICE P. BENCH
---------------------------------------
Sherice P. Bench
CHIEF FINANCIAL OFFICER
31
CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SEC. 1350)
I, David G. Fiore, President and Chief Executive Officer of American Achievement
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Achievement
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: January 10, 2003
/s/ DAVID G. FIORE
--------------------------------------
Name: David G. Fiore
Title: President and Chief Executive
Officer
CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SEC. 1350)
I, Sherice P. Bench, Chief Financial Officer of American Achievement
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-K of American Achievement
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which statements were
made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal controls
which could adversely effect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 10, 2003
/s/ SHERICE P. BENCH
--------------------------------------
Name: Sherice P. Bench
Title: Chief Financial Officer
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 CEO Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of
2002
99.2 CFO Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of
2002
</Table>