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 March 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-5064
Jostens, Inc.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 41-0343440
- ---------------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
5501 Norman Center Drive,
Minneapolis, Minnesota 55437
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (952) 830-3300
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 [X] No [_]
On May 10, 2002, there were 8,962,564 shares of the Registrant's common stock
outstanding.
Jostens, Inc. and Subsidiaries
Part I Financial Information
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Page
----
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for the three
months ended March 30, 2002 and March 31, 2001 3
Condensed Consolidated Balance Sheets as of March 30, 2002,
March 31, 2001 and December 29, 2001 4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 30, 2002 and March 31, 2001 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
Part II Other Information
- -------------------------
Item 1. Legal Proceedings 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended
-----------------------------
March 30, March 31,
In thousands, except per-share data 2002 2001
- ----------------------------------------------------------------------------------------------
Net sales $121,323 $117,064
Cost of products sold 47,707 45,926
- ----------------------------------------------------------------------------------------------
Gross profit 73,616 71,138
Selling and administrative expenses 67,011 67,115
- ----------------------------------------------------------------------------------------------
Operating income 6,605 4,023
Net interest expense 17,690 21,282
- ----------------------------------------------------------------------------------------------
Loss from continuing operations before income taxes (11,085) (17,259)
Benefit from income taxes (4,600) (7,273)
- ----------------------------------------------------------------------------------------------
Loss from continuing operations (6,485) (9,986)
Loss from discontinued operations, net of tax -- (2,290)
- ----------------------------------------------------------------------------------------------
Net loss (6,485) (12,276)
Dividends and accretion on redeemable preferred shares (2,783) (2,418)
- ----------------------------------------------------------------------------------------------
Net loss available to common shareholders $ (9,268) $(14,694)
==============================================================================================
Loss per common share
Basic
Loss from continuing operations $ (1.03) $ (1.38)
Loss from discontinued operations -- (0.25)
- ----------------------------------------------------------------------------------------------
Basic loss per common share $ (1.03) $ (1.63)
==============================================================================================
Diluted
Loss from continuing operations $ (1.03) $ (1.38)
Loss from discontinued operations -- (0.25)
- ----------------------------------------------------------------------------------------------
Diluted loss per common share $ (1.03) $ (1.63)
==============================================================================================
Weighted average common shares outstanding
Basic 8,965 8,993
Diluted 8,965 8,993
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
3
JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
----------------------
March 30, March 31, December 29,
In thousands, except per-share data 2002 2001 2001
- -----------------------------------------------------------------------------------------------------------------------
ASSETS
------
Current assets
Cash and cash equivalents $ 62,228 $ 53,143 $ 43,100
Accounts receivable, net of allowance of $3,666, $3,899 and $3,657 49,959 63,588 56,238
Inventories, net of reserve of $2,675, $4,469 and $2,089 105,715 119,422 70,514
Deferred income taxes 19,964 17,995 19,964
Salespersons overdrafts, net of allowance of $6,623, $5,203 and $6,897 27,130 26,418 28,037
Prepaid expenses and other current assets 9,754 9,207 7,723
Current assets of discontinued operations 966 -- 7,029
- -----------------------------------------------------------------------------------------------------------------------
Total current assets 275,716 289,773 232,605
- -----------------------------------------------------------------------------------------------------------------------
Other assets
Goodwill, net 14,562 17,323 14,260
Deferred financing costs, net 26,425 31,581 27,476
Other 33,270 29,017 32,075
- -----------------------------------------------------------------------------------------------------------------------
Total other assets 74,257 77,921 73,811
- -----------------------------------------------------------------------------------------------------------------------
Property and equipment 270,692 285,604 267,255
Less accumulated depreciation (204,366) (209,839) (199,064)
- -----------------------------------------------------------------------------------------------------------------------
Property and equipment, net 66,326 75,765 68,191
- -----------------------------------------------------------------------------------------------------------------------
$ 416,299 $ 443,459 $ 374,607
=======================================================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------
Current liabilities
Customer deposits $ 181,830 $ 166,418 $ 126,400
Interest payable 14,844 16,485 10,567
Current portion of long-term debt 20,966 14,974 20,966
Other accrued liabilities 93,355 114,348 98,605
Current liabilities of discontinued operations 9,888 -- 16,511
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities 320,883 312,225 273,049
Long-term debt - less current maturities, net of unamortized original
issue discount of $17,852, $18,966 and $18,143 626,308 670,060 626,017
Other noncurrent liabilities including deferred tax liabilities of
$4,035, $4,977 and $3,472 15,063 14,989 15,628
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities 962,254 997,274 914,694
- -----------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Redeemable preferred shares $.01 par value (liquidation preference: $76,079;
authorized: 308 shares; issued and outstanding: March 30, 2002 - 76;
March 31, 2001 - 65; December 29, 2001 - 74 61,826 51,259 59,043
Preferred shares $.01 par value (authorized: 4,000 shares; issued and
outstanding in the form of redeemable preferred shares listed above:
March 30, 2002 - 76; March 31, 2001 - 65: December 29, 2001 - 74;
undesignated: 3,924) -- -- --
Shareholders' deficit
Common shares (note 6) 1,006 1,015 1,006
Additional paid-in-capital - warrants 24,733 24,733 24,733
Officer notes receivable (1,660) (1,775) (1,407)
Accumulated deficit (620,227) (618,795) (610,959)
Accumulated other comprehensive loss (11,633) (10,252) (12,503)
- -----------------------------------------------------------------------------------------------------------------------
Total shareholders' deficit (607,781) (605,074) (599,130)
- -----------------------------------------------------------------------------------------------------------------------
$ 416,299 $ 443,459 $ 374,607
=======================================================================================================================
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
4
JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended
------------------------------
March 30, March 31,
In thousands 2002 2001
- ---------------------------------------------------------------------------------------------------------------------
Operating activities
Net loss $ (6,485) $(12,276)
Adjustments to reconcile net loss to net cash provided by
operating activities
Depreciation 5,730 6,485
Amortization of debt discount and deferred financing costs 1,342 2,032
Other amortization 549 816
Other (267) (278)
Changes in assets and liabilities:
Accounts receivable 6,279 1,356
Inventories (35,201) (28,192)
Prepaid expenses and other current assets (2,031) (8,957)
Accounts payable (2,328) (3,477)
Accrued employee compensation and related taxes (1,320) (3,558)
Commissions payable 1,470 3,736
Customer deposits 55,430 57,570
Income taxes payable (3,763) (6,319)
Interest payable 4,277 6,389
Other (703) 2,440
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 22,979 17,767
- ---------------------------------------------------------------------------------------------------------------------
Investing activities
Purchases of property and equipment (3,896) (4,370)
Proceeds from sale of property and equipment 45 3,954
Other investing activities, net -- 123
- ---------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (3,851) (293)
- ---------------------------------------------------------------------------------------------------------------------
Financing activities
Net increase in bank overdrafts -- 9,117
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities -- 9,117
- ---------------------------------------------------------------------------------------------------------------------
Change in cash and cash equivalents 19,128 26,591
Cash and cash equivalents, beginning of period 43,100 26,552
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 62,228 $ 53,143
=====================================================================================================================
Supplemental information
Income taxes refunded $ (28) $ (2,387)
Interest paid $ 11,657 $ 13,267
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
Jostens, Inc. and subsidiaries
1. Basis of Presentation
We prepared our accompanying unaudited condensed consolidated financial
statements following the requirements of the Securities and Exchange Commission
("SEC") for interim reporting. As permitted under those rules, certain footnotes
or other financial information normally required by accounting principles
generally accepted in the United States of America can be condensed or omitted.
Therefore, we suggest that these financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in our
Annual Report on Form 10-K for the fiscal year ended December 29, 2001 ("2001
Form 10-K"). The condensed consolidated balance sheet data as of December 29,
2001 were derived from audited financial statements, but do not include all
disclosures required by accounting principles generally accepted in the United
States of America.
Revenues, expenses, cash flows, assets and liabilities can and do vary during
each quarter of the year. Therefore, the results and trends in these interim
financial statements may not be the same as those for the full year.
In our opinion, the accompanying unaudited condensed consolidated financial
statements include all adjustments (consisting of normal recurring items)
considered necessary to present fairly, when read in conjunction with the 2001
Form 10-K, our financial position, results of operations and cash flows for the
periods presented. Certain balances have been reclassified to conform to the
2002 presentation.
2. Earnings (Loss) Per Common Share
Basic earnings (loss) per share are computed by dividing net income (loss)
available to common shareholders by the weighted average number of outstanding
common shares. Diluted earnings per share are computed by dividing net income
(loss) available to common shareholders by the weighted average number of
outstanding common shares and common share equivalents. Common share equivalents
include the dilutive effects of warrants and options.
During the first quarter of both 2002 and 2001, 1.0 million shares of common
stock equivalents were excluded in the computation of loss per share as their
effect would have been antidilutive.
3. Comprehensive Loss
Comprehensive loss and its components, net of tax, are as follows:
Three months ended
-----------------------
March 30, March 31,
In thousands 2002 2001
- --------------------------------------------------------------------------------
Net loss $ (6,485) $ (12,276)
Change in cumulative translation adjustment 10 (1,106)
Transition adjustment relating to adoption of SFAS 133 -- (1,821)
Change in fair value of interest rate swap agreement 860 (1,134)
- --------------------------------------------------------------------------------
870 (4,061)
- --------------------------------------------------------------------------------
Comprehensive loss $ (5,615) $ (16,337)
================================================================================
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
Jostens, Inc. and subsidiaries
The following amounts were included in accumulated other comprehensive loss as
of March 30, 2002:
Fair value Accumulated
Foreign Minimum of interest other
currency pension rate swap comprehensive
In thousands translation liability agreement loss
- --------------------------------------------------------------------------------
Balance at December 29, 2001 $ (6,745) $ (2,371) $ (3,387) $ (12,503)
Current period change 10 -- 860 870
- --------------------------------------------------------------------------------
Balance at March 30, 2002 $ (6,735) $ (2,371) $ (2,527) $ (11,633)
================================================================================
4. Inventories
Inventories, net are comprised of the following:
March 30, March 31, December 29,
In thousands 2002 2001 2001
- ------------------------------------------------------------------------------
Raw material and supplies $ 10,599 $ 16,400 $ 10,302
Work-in-process 59,468 62,894 28,447
Finished goods 35,648 40,128 31,765
- ------------------------------------------------------------------------------
Total inventories, net $ 105,715 $ 119,422 $ 70,514
==============================================================================
Net inventories as of March 31, 2001 included $7.9 million related to
discontinued operations.
5. Borrowings
Long-term debt consists of the following:
March 30, March 31, December 29,
In thousands 2002 2001 2001
- ----------------------------------------------------------------------------------------------------------------
Borrowings under senior secured credit facility:
Term loan A, variable rate, 4.28 percent at March 30, 2002,
7.88 percent at March 31, 2001 and 4.63 percent at
December 29, 2001, with semi-annual principal and interest
payments through May 2006 $ 108,187 $ 134,775 $ 108,187
Term loan B, variable rate, 5.53 percent at March 30, 2002,
8.38 percent at March 31, 2001 and 5.38 percent at
December 29, 2001, with semi-annual principal and interest
payments through May 2008 331,939 344,225 331,939
Senior subordinated notes, 12.75 percent fixed rate, net of discounts
of $17,852 at March 30, 2002, $18,966 at March 31, 2001
and $18,143 at December 29, 2001, with semi-annual interest
payments of $14,334, principal due and payable at
maturity - May 2010 207,148 206,034 206,857
- ---------------------------------------------------------------------------------------------------------------
647,274 685,034 646,983
Less current portion 20,966 14,974 20,966
- ---------------------------------------------------------------------------------------------------------------
$ 626,308 $ 670,060 $ 626,017
===============================================================================================================
We have a $150.0 million revolving credit facility that expires on May 31, 2006.
We may borrow funds and elect to pay interest under the "alternative base rate"
or "eurodollar" interest rate provisions as defined in the agreement. The
eurodollar rate is based upon the London Interbank Offered Rate ("LIBOR") and
the alternative base rate is
7
Notes to Condensed Consolidated Financial Statements (Unaudited)
Jostens, Inc. and subsidiaries
based upon the prime rate. There was $5.9 million outstanding under this
facility, in the form of letters of credit, as of March 30, 2002.
Our senior secured credit facility bears a variable interest rate predominantly
linked to LIBOR, as determined in three-month intervals, plus a fixed spread. To
manage our exposure to changes in the variable interest rate, we entered into an
interest rate swap agreement on July 7, 2000. The interest rate provided by the
swap agreement is fixed at 7.0 % as opposed to LIBOR. The swap agreement became
effective on August 15, 2000 with a notional amount of $135.0 million,
decreasing quarterly to $70.0 million by June 30, 2003. The notional amount is
used to measure the interest to be paid or received and does not represent the
amount of exposure to loss. The notional amount as of March 30, 2002 was $100.0
million. The fair value of the interest rate swap as of March 30, 2002, March
31, 2001 and December 29, 2001 was a non-cash liability of $4.2 million ($2.5
million net of tax), $4.9 million ($3.0 million net of tax) and $5.6 million
($3.4 million net of tax), respectively, and is recorded in "other noncurrent
liabilities" in our Condensed Consolidated Balance Sheet. The change in fair
value of the interest rate swap is recorded in "other comprehensive loss" in our
Condensed Consolidated Balance Sheet.
6. Shareholders' Deficit
Our common stock consists of Class A through Class E common stock as well as
undesignated common stock. Holders of Class A common stock are entitled to one
vote per share, whereas holders of Class D common stock are entitled to 306.55
votes per share. Holders of Class B common stock, Class C common stock and Class
E common stock have no voting rights.
The par value and number of authorized, issued and outstanding shares for each
class of common stock is set forth below:
Issued and Outstanding Shares
------------------------------------
Par Authorized March 30, March 31, December 29,
In thousands, except par value data Value Shares 2002 2001 2001
- --------------------------------------------------------------------------------------------------
Class A $.33 1/3 4,200 2,834 2,862 2,834
Class B $.01 5,300 5,300 5,300 5,300
Class C $.01 2,500 811 811 811
Class D $.01 20 20 20 20
Class E $.01 1,900 -- -- --
Undesignated $.01 12,020 -- -- --
- --------------------------------------------------------------------------------------------------
25,940 8,965 8,993 8,965
==================================================================================================
Subsequent to March 30, 2002, we repurchased 2,699 shares of our Class A common
stock from a former employee.
7. Special Charges
Accrued special charges of $0.2 million at both March 30, 2002 and December 29,
2001 are included in "other current liabilities" in our Condensed Consolidated
Balance Sheets. In the second quarter of 2001, we entered into a separation
agreement with a senior executive. The total cost of $2.1 million for severance
and related termination benefits was expensed in 2001 and included costs for the
senior executive and two other management personnel. We utilized $1.9 million of
the special charge in 2001. The remaining liability of approximately $0.2
million will continue to be paid out over the benefit period as specified under
the severance agreement.
8. Discontinued Operations
Discontinued operations represents the results of our Recognition business,
which we exited on December 3, 2001 by selling certain assets and leasing our
production facility to a current supplier who manufactures awards and trophies.
8
Notes to Condensed Consolidated Financial Statements (Unaudited)
Jostens, Inc. and subsidiaries
Revenue and loss from discontinued operations for the first quarter of 2001 were
as follows:
In thousands
- ------------------------------------------------------------------------
Revenue from external customers $ 19,705
- ------------------------------------------------------------------------
Pre-tax loss from operations of discontinued
operations before measurement date $ (3,723)
Pre-tax loss on disposal --
Income tax benefit 1,433
- ------------------------------------------------------------------------
Net loss from discontinued operations $ (2,290)
========================================================================
In conjunction with exiting the Recognition business, we recorded a $27.4
million pre-tax loss on disposal of the discontinued segment in the fourth
quarter of 2001. The pre-tax loss on disposal consisted of a non-cash charge of
$11.2 million to write off certain net assets not sold in the exit from the
Recognition business plus a $16.3 million charge for accrued costs related to
exiting the Recognition business.
Components of the accrued disposal costs are as follows:
Utilization
--------------
Three months
Initial Prior ended Balance
In thousands charge accrual March 30, 2002 March 30, 2002
- --------------------------------------------------------------------------------------------------------------
Employee separation benefits and other related costs $ 6,164 $ -- $ (2,498) $ 3,666
Phase-out costs of exiting the Recognition business 4,255 -- (2,365) 1,890
Salesperson transition benefits 2,855 1,236 (392) 3,699
Other costs related to exiting the Recognition business 3,018 1,434 (302) 4,150
- --------------------------------------------------------------------------------------------------------------
$ 16,292 $ 2,670 $ (5,557) $ 13,405
==============================================================================================================
The plan of disposal contemplates a workforce reduction of 150 full-time
positions in the Recognition business and corporate support functions and as of
March 30, 2002, 136 employees have been terminated. Termination benefits will
continue to be paid out over the benefit period as specified under our severance
plan.
The $4.3 million charge for phase-out costs of exiting the Recognition business
includes $1.3 million for payroll and benefits, $0.8 million for information
systems and customer service costs and $2.2 million of internal support costs
expected to be incurred during the phase-out period. We also accrued $2.8
million for future payments of transition benefits earned by certain Recognition
sales representatives. The transition benefits will be paid out over the next
three years. In addition, we accrued $3.0 million for customer receivable and
salesperson overdraft allowances anticipated as a result of exiting the
Recognition business.
With the exception of certain transition benefits, we anticipate the remaining
payments will occur in 2002. Of the $13.4 million in our Condensed Consolidated
Balance Sheet as of March 30, 2002, $9.3 million is classified as "current
liabilities of discontinued operations" and $4.1 million is classified as a
contra asset in "current assets of discontinued operations".
9
Notes to Condensed Consolidated Financial Statements (Unaudited)
Jostens, Inc. and subsidiaries
Assets and liabilities of the discontinued business included in our Condensed
Consolidated Balance Sheet were as follows:
March 30, March 31, December 29,
In thousands 2002 2001 2001
- -------------------------------------------------------------------------------
Assets
Accounts receivable $ -- $14,864 $ --
Inventories -- 7,890 --
Salespersons overdrafts -- 1,712 --
Current assets of discontinued operations 966 -- 7,029
Intangibles -- 2,717 --
Property and equipment, net -- 2,178 --
Other -- 602 --
- ------------------------------------------------------------------------------
$ 966 $29,963 $ 7,029
==============================================================================
Liabilities
Accounts payable $ -- $ 5,021 $ --
Accrued employee compensation and related taxes -- 999 --
Commissions payable -- 3,219 --
Other -- 7,037 --
Current liabilities of discontinued operations 9,888 -- 16,511
- ------------------------------------------------------------------------------
$9,888 $16,276 $16,511
==============================================================================
9. New Accounting Standards
Accounting for Goodwill and Other Intangible Assets
On December 30, 2001, the beginning of our fiscal year, we adopted Statement of
Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets." SFAS 142 supercedes APB 17, "Intangible Assets." SFAS 142
addresses the financial accounting and reporting for acquired goodwill and other
intangible assets. Under the new statement, goodwill and intangible assets with
indefinite useful lives will no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS 142. We
have no intangible assets with indefinite useful lives. We are required to
complete the first step of the transitional impairment test for goodwill within
six months of adoption of SFAS 142 and to complete the final step of the
transitional impairment test by the end of the fiscal year. Although we have not
completed our transitional impairment test, we anticipate that the results of
this assessment will not have a material impact on our consolidated financial
statements. Pro forma net loss from continuing operations and net loss per share
from continuing operations adjusted to eliminate historical amortization of
goodwill and related tax effects are as follows:
10
Notes to Condensed Consolidated Financial Statements (Unaudited)
Jostens, Inc. and subsidiaries
Three months ended
March 30, March 31,
In thousands 2002 2001
- ---------------------------------------------------------------------------------------------
Reported net loss from continuing operations $ (6,485) $ (9,986)
Dividends and accretion on redeemable preferred shares (2,783) (2,418)
Goodwill amortization, net of tax -- 129
- ---------------------------------------------------------------------------------------------
Pro forma net loss from continuing operations $ (9,268) $ (12,275)
=============================================================================================
Reported net loss per share from continuing operations:
Basic $ (1.03) $ (1.38)
Diluted $ (1.03) $ (1.38)
Pro forma net loss per share from continuing operations:
Basic $ (1.03) $ (1.36)
Diluted $ (1.03) $ (1.36)
Pro forma net loss and net loss per share adjusted to eliminate historical
amortization of goodwill and related tax effects are as follows:
Three months ended
March 30, March 31,
In thousands 2002 2001
- ---------------------------------------------------------------------------------------------
Reported net loss available to common shareholders $ (9,268) $ (14,694)
Goodwill amortization, net of tax -- 250
- ---------------------------------------------------------------------------------------------
Pro forma net loss available to common shareholders $ (9,268) $ (14,444)
=============================================================================================
Reported net loss per share:
Basic $ (1.03) $ (1.63)
Diluted $ (1.03) $ (1.63)
Pro forma net loss per share:
Basic $ (1.03) $ (1.61)
Diluted $ (1.03) $ (1.61)
Accounting for Asset Retirement Obligations
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 (SFAS 143), "Accounting for Asset Retirement Obligations." SFAS 143
establishes accounting standards for the recognition and measurement of an asset
retirement obligation and its associated asset retirement cost. It also provides
accounting guidance for legal obligations associated with the retirement of
tangible long-lived assets. SFAS 143 is effective for fiscal years beginning
after June 15, 2002, with early adoption permitted. We expect that the
provisions of SFAS 143 will not have a material impact, if any, on our
consolidated results of operations, cash flows and financial position.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Our disclosure and analysis in this report may contain some "forward-looking
statements." Forward-looking statements give our current expectations or
forecasts of future events. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe," "project," or
"continue," or the negative thereof or similar words. From time to time, we also
may provide oral or written forward-looking statements in other materials we
release to the public. Any or all of our forward-looking statements in this
report and in any public statements we make may turn out to be wrong. They can
be affected by inaccurate assumptions we might make or by known or unknown risks
or uncertainties. Consequently, no forward-looking statement can be guaranteed.
Actual results may vary materially. Investors are cautioned not to place undue
reliance on any forward-looking statements. Investors should also understand
that it is not possible to predict or identify all such factors and should not
consider the following list to be a complete statement of all potential risks
and uncertainties.
Any change in the following factors may impact the achievement of results:
o our ability to satisfy our debt obligations, including related
covenants;
o the seasonality of our sales and operating income;
o our relationship with our independent sales representatives and
employees;
o the fluctuating prices of raw materials, primarily gold;
o our dependence on a key supplier for our synthetic and semiprecious
stones;
o fashion and demographic trends;
o litigation cases, if decided against us, may adversely affect our
financial results; and
o environmental regulations that could impose substantial costs upon us
and may adversely affect our financial results.
The foregoing factors are not exhaustive, and new factors may emerge or changes
to the foregoing factors may occur that would impact our business.
12
RESULTS OF OPERATIONS
The following table sets forth selected information from our Condensed
Consolidated Statements of Operations, expressed as a percentage of net sales.
Three months ended
--------------------------
March 30, March 31,
Dollars in thousands 2002 2001 $ Change % Change
- -------------------------------------------------------------------------------------------------------------------------
Net sales $ 121,323 $ 117,064 $ 4,259 3.6%
% of net sales 100.0% 100.0%
Cost of products sold 47,707 45,926 1,781 3.9%
% of net sales 39.3% 39.2%
- -------------------------------------------------------------------------------------------------------------------------
Gross profit 73,616 71,138 2,478 3.5%
% of net sales 60.7% 60.8%
Selling and administrative expenses 67,011 67,115 (104) (0.2%)
% of net sales 55.2% 57.3%
- -------------------------------------------------------------------------------------------------------------------------
Operating income 6,605 4,023 2,582 64.2%
% of net sales 5.4% 3.4%
Net interest expense 17,690 21,282 (3,592) (16.9%)
% of net sales 14.6% 18.2%
- -------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations before income taxes (11,085) (17,259) 6,174 35.8%
% of net sales -9.1% -14.7%
Benefit from income taxes (4,600) (7,273) 2,673 36.8%
% of net sales -3.8% -6.2%
- -------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations (6,485) (9,986) 3,501 35.1%
% of net sales -5.3% -8.5%
Loss from discontinued operations, net of tax -- (2,290) 2,290 NM
% of net sales 0.0% -2.0%
- -------------------------------------------------------------------------------------------------------------------------
Net loss $ (6,485) $ (12,276) $ 5,791 47.2%
=========================================================================================================================
% of net sales -5.3% -10.5%
Percentages in this table may reflect rounding adjustments.
NM = percentage not meaningful
Three Months Ended March 30, 2002 Compared to the Three Months Ended March 31,
2001
Net Sales
Net sales increased $4.3 million, or 3.6%, to $121.3 million for the first
quarter of 2002 from $117.1 million for the first quarter of 2001. The increase
in net sales resulted from price increases averaging approximately 2.8% and
volume/mix increases of approximately 0.8%. The increase in net sales was
primarily due to:
o price increases in the jewelry and graduation product lines;
o increased volume for graduation regalia and diplomas due to new
account growth and earlier deliveries than last year; and
o increased volume from commercial printing
These increases were offset by the following:
o decreased volume in the high school jewelry market due to decreases in
same school ring unit sales;
o decreased volume in the college jewelry market as a result of the loss
of a significant customer; and
o volume decreases in graduation announcements due to lower sales per
student
13
Gross Margin
Gross margin increased $2.5 million, or 3.5%, to $73.6 million for the first
quarter of 2002 from $71.1 million for the first quarter of 2001. As a
percentage of net sales, gross margin remained relatively flat at 60.7% in the
first quarter of 2002 compared to 60.8% in the first quarter of 2001. The slight
decrease in gross margin can be attributed to a shift in sales mix of graduation
product offerings and increased commercial printing volume, which generally
carries a lower margin. This decrease is offset by price increases primarily in
the jewelry and graduation product lines, favorable manufacturing variances
associated with higher volumes for graduation regalia and continued emphasis on
manufacturing efficiencies.
Selling and Administrative Expenses
Selling and administrative expenses decreased $0.1 million, or 0.2%, to $67.0
million for the first quarter of 2002 from $67.1 million for the first quarter
of 2001. The decrease reflects lower spending on selling and marketing programs
and initiatives than in the comparable prior year quarter. It also reflects
lower commission expense as a result of a shift in sales mix. The decrease is
offset by:
o higher customer service expenses related to additional headcount and
equipment purchases;
o higher spending on information systems; and
o higher general and administrative expenses due to increased costs for
legal counsel associated with the litigation described in PART II,
ITEM 1 of this Form 10-Q
Net Interest Expense
Net interest expense decreased $3.6 million to $17.7 million for the first
quarter of 2002 as compared to $21.3 million for the first quarter of 2001. The
decrease is due to a lower average outstanding balance and a lower average
interest rate.
Provision for Income Taxes
Our effective tax rate for continuing operations was 41.5% for the first quarter
of 2002 compared to 42.1% for the first quarter of 2001.
Loss From Continuing Operations
Loss from continuing operations decreased $3.5 million , or 35.1% to $6.5
million for the first quarter of 2002 from $10.0 million for the first quarter
of 2001 as a result of increased net sales, relatively flat spending and lower
net interest expense.
Discontinued Operations
Loss from discontinued operations was $2.3 million in the first quarter of 2001.
This represents the results of our Recognition business, which we exited in
December 2001 by selling certain assets and leasing our production facility to a
former supplier who manufactures awards and trophies.
In conjunction with exiting the Recognition business, we recorded a $27.4
million pre-tax loss on disposal of the discontinued segment in the fourth
quarter of 2001. The pre-tax loss on disposal consisted of a non-cash charge of
$11.2 million to write off certain net assets not sold in the exit from the
Recognition business plus a $16.3 million charge for accrued costs related to
exiting the Recognition business. Components of the accrued disposal costs are
as follows:
Utilization
---------------
Three months
Initial Prior ended Balance
In thousands charge accrual March 30, 2002 March 30, 2002
- -------------------------------------------------------------------------------------------------------------------
Employee separation benefits and other related costs $ 6,164 $ -- $ (2,498) $ 3,666
Phase-out costs of exiting the Recognition business 4,255 -- (2,365) 1,890
Salesperson transition benefits 2,855 1,236 (392) 3,699
Other costs related to exiting the Recognition business 3,018 1,434 (302) 4,150
- -------------------------------------------------------------------------------------------------------------------
$ 16,292 $ 2,670 $ (5,557) $ 13,405
===================================================================================================================
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The plan of disposal contemplates a workforce reduction of 150 full-time
positions in the Recognition business and corporate support functions and as of
March 30, 2002, 136 employees have been terminated. Termination benefits will
continue to be paid out over the benefit period as specified under our severance
plan.
The $4.3 million charge for phase-out costs of exiting the Recognition business
includes $1.3 million for payroll and benefits, $0.8 million for information
systems and customer service costs and $2.2 million of internal support costs
expected to be incurred during the phase-out period. We also accrued $2.8
million for future payments of transition benefits earned by certain Recognition
sales representatives. The transition benefits will be paid out over the next
three years. In addition, we accrued $3.0 million for customer receivable and
salesperson overdraft allowances anticipated as a result of exiting the
Recognition business.
With the exception of certain transition benefits, we anticipate the remaining
payments will occur in 2002. Of the $13.4 million in our Condensed Consolidated
Balance Sheet as of March 30, 2002, $9.3 million is classified as "current
liabilities of discontinued operations" and $4.1 million is classified as a
contra asset in "current assets of discontinued operations".
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash needs are for debt service obligations, capital expenditures,
working capital and general corporate purposes. As of March 30, 2002, we had
cash and cash equivalents of $62.2 million. Our free cash flow for the first
quarter of 2002 was $19.1 million compared to $17.5 million for the first
quarter of 2001. Free cash flow excludes the effects of cash flow from financing
activities.
Operating Activities
Operating activities generated cash of $23.0 million during the first quarter of
2002 compared to $17.8 million during the first quarter of 2001. The increase of
$5.2 million was primarily due to a $3.5 million lower net loss on continuing
operations in the first quarter of 2002 than in the comparable prior year
quarter. In addition, operating activities for the first quarter of 2001
included a $2.3 million loss on discontinued operations.
Investing Activities
Capital expenditures for the first quarter of 2002 were $3.9 million compared to
$4.4 million for the first quarter of 2001. A decrease of $0.2 million relates
to 2001 capital spending on our discontinued operations. We anticipate capital
spending in 2002 to be about $27.0 million reflecting spending on normal
replacement projects plus improvements to our manufacturing capabilities.
Financing Activities
Net cash provided by financing activities for the first quarter of 2001 relates
to bank overdrafts. There was no short-term borrowing activity during the first
quarter of 2002, however there was $5.9 million outstanding under our revolving
credit facility, in the form of letters of credit, as of March 30, 2002.
NEW ACCOUNTING STANDARDS
Accounting for Goodwill and Other Intangible Assets
On December 30, 2001, the beginning of our fiscal year, we adopted Statement of
Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets." SFAS 142 supercedes APB 17, "Intangible Assets." SFAS 142
addresses the financial accounting and reporting for acquired goodwill and other
intangible assets. Under the new statement, goodwill and intangible assets with
indefinite useful lives will no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS 142. We
have no intangible assets with indefinite useful lives. We are required to
complete the first step of the transitional impairment test for goodwill within
six months of adoption of SFAS 142 and to complete the final step of the
transitional impairment test by the end of the fiscal year. Although we have not
completed our transitional impairment test, we anticipate that the results of
this assessment will not have a material impact on our consolidated financial
statements. See Note 9 to our Condensed Consolidated Financial Statements.
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Accounting for Asset Retirement Obligations
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 (SFAS 143), "Accounting for Asset Retirement Obligations." SFAS 143
establishes accounting standards for the recognition and measurement of an asset
retirement obligation and its associated asset retirement cost. It also provides
accounting guidance for legal obligations associated with the retirement of
tangible long-lived assets. SFAS 143 is effective for fiscal years beginning
after June 15, 2002, with early adoption permitted. We expect that the
provisions of SFAS 143 will not have a material impact, if any, on our
consolidated results of operations, cash flows and financial position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the three months
ended March 30, 2002. For additional information, refer to Item 7A of our 2001
Form 10-K.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A federal antitrust action was served on Jostens on October 23, 1998. The
complainant, Epicenter Recognition, Inc. ("Epicenter"), alleges that Jostens has
attempted to monopolize the market of high school graduation products in the
state of California. Epicenter is a successor to a corporation formed by four of
our former sales representatives. The plaintiff is claiming damages of
approximately $3.0 million to $10.0 million under various theories and differing
sized relevant markets. Epicenter waived its right to a jury, so the case was
tried before a judge in U.S. District Court in Orange County, California where
trial concluded on April 24, 2001. We are awaiting a written decision from the
Court. We believe the effect on our consolidated results of operations, cash
flows and financial position, if any, for the disposition of these matters will
not be material.
The long-standing dispute with Ernst & Young LLP regarding implementation of a
company wide enterprise resource planning ("ERP") system was heard by a
three-arbitrator panel in Minneapolis, Minnesota in December 2001. On March 8,
2002, the arbitration panel issued its award granting Ernst & Young LLP's claim
for payment of its remaining unpaid consulting fees and costs of the
arbitration, and denied our counterclaim. The result is not material to our
consolidated results of operations, cash flows and financial position.
We are a party to other litigation arising in the normal course of business. We
regularly analyze current information and, as necessary, provide accruals for
probable liabilities on the eventual disposition of these matters. We believe
the effect on our consolidated results of operations, cash flows and financial
position, if any, for the disposition of these matters will not be material.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
12 Computation of Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Jostens during the quarter ended
March 30, 2002.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 May 10, 2002.
JOSTENS, INC.
By /s/ Robert C. Buhrmaster
------------------------------------------------
Robert C. Buhrmaster
Chairman, President and Chief Executive Officer
By /s/ John A. Feenan
------------------------------------------------
John A. Feenan
Sr. Vice President and Chief Financial Officer
18