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TABLE OF CONTENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý |
Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2004 |
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or |
|
o |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
Commission File Number: 333-97721
Vertis, Inc.
(Exact Names of Registrants as Specified in Their Charters)
Delaware (State of incorporation) |
13-3768322 (I.R.S. Employer Identification Nos.) |
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250 West Pratt Street Baltimore, Maryland (Address of Registrant's Principal Executive Office) |
21201 (Zip Code) |
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(410) 528-9800 (Registrant's telephone number, including area code) |
Indicate by check mark whether the Registrants (1) have 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 Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days Yes ý No o
Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes o No ý
2
Item 1. UNAUDITED FINANCIAL STATEMENTS
VERTIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands, except per share amounts
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September 30, 2004 |
December 31, 2003 |
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---|---|---|---|---|---|---|---|---|---|
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(Unaudited) |
||||||||
ASSETS | |||||||||
Current Assets: | |||||||||
Cash and cash equivalents | $ | 3,343 | $ | 2,083 | |||||
Accounts receivable, net | 189,829 | 183,775 | |||||||
Inventories | 43,658 | 39,640 | |||||||
Maintenance parts | 20,899 | 20,727 | |||||||
Prepaid expenses and other current assets | 20,539 | 20,351 | |||||||
Total current assets | 278,268 | 266,576 | |||||||
Property, plant and equipment, net | 383,604 | 401,820 | |||||||
Goodwill | 352,403 | 350,546 | |||||||
Investments | 73,967 | ||||||||
Deferred financing costs, net | 24,974 | 30,921 | |||||||
Other assets, net | 22,846 | 23,668 | |||||||
Total assets | $ | 1,062,095 | $ | 1,147,498 | |||||
LIABILITIES AND STOCKHOLDER'S DEFICIT |
|||||||||
Current Liabilities: | |||||||||
Accounts payable | $ | 196,628 | $ | 233,436 | |||||
Compensation and benefits payable | 40,277 | 34,931 | |||||||
Accrued interest | 42,732 | 16,369 | |||||||
Accrued income taxes | 7,629 | 5,139 | |||||||
Current portion of long-term debt | 6 | 73 | |||||||
Other current liabilities | 25,713 | 37,234 | |||||||
Total current liabilities | 312,985 | 327,182 | |||||||
Due to parent | 7,410 | 7,457 | |||||||
Long-term debt, net of current portion | 1,059,516 | 1,051,877 | |||||||
Deferred income taxes | 56 | 66,790 | |||||||
Other long-term liabilities | 31,594 | 36,390 | |||||||
Total liabilities | 1,411,561 | 1,489,696 | |||||||
Stockholder's deficit: | |||||||||
Common stockauthorized 3,000 shares; $0.01 par value; issued and outstanding 1,000 shares | |||||||||
Contributed capital | 409,059 | 408,964 | |||||||
Accumulated deficit | (751,771 | ) | (742,512 | ) | |||||
Accumulated other comprehensive loss | (6,754 | ) | (8,650 | ) | |||||
Total stockholder's deficit | (349,466 | ) | (342,198 | ) | |||||
Total liabilities and stockholder's deficit | $ | 1,062,095 | $ | 1,147,498 | |||||
See Notes to Condensed Consolidated Financial Statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands
Three Months Ended September 30, |
2004 |
2003 |
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(Unaudited) |
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Net sales | $ | 411,565 | $ | 390,943 | ||||
Operating expenses: | ||||||||
Costs of production | 321,774 | 305,957 | ||||||
Selling, general and administrative | 45,231 | 46,092 | ||||||
Restructuring charges | 3 | 6,762 | ||||||
Depreciation and amortization of intangibles | 19,174 | 20,705 | ||||||
386,182 | 379,516 | |||||||
Operating income | 25,383 | 11,427 | ||||||
Other expenses (income): | ||||||||
Interest expense, net | 32,993 | 33,508 | ||||||
Other, net | 44,523 | 740 | ||||||
77,516 | 34,248 | |||||||
Loss before income tax (benefit) expense | (52,133 | ) | (22,821 | ) | ||||
Income tax (benefit) expense | (66,455 | ) | 1,206 | |||||
Net income (loss) | $ | 14,322 | $ | (24,027 | ) | |||
See Notes to Condensed Consolidated Financial Statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands
Nine Months Ended September 30, |
2004 |
2003 |
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---|---|---|---|---|---|---|---|---|
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(Unaudited) |
|||||||
Net sales | $ | 1,195,961 | $ | 1,139,506 | ||||
Operating expenses: | ||||||||
Costs of production | 933,039 | 889,236 | ||||||
Selling, general and administrative | 133,724 | 136,362 | ||||||
Restructuring charges | 2,762 | 6,762 | ||||||
Depreciation and amortization of intangibles | 56,564 | 63,169 | ||||||
1,126,089 | 1,095,529 | |||||||
Operating income | 69,872 | 43,977 | ||||||
Other expenses (income): | ||||||||
Interest expense, net | 98,470 | 104,305 | ||||||
Other, net | 45,849 | (6,646 | ) | |||||
144,319 | 97,659 | |||||||
Loss before income tax (benefit) expense | (74,447 | ) | (53,682 | ) | ||||
Income tax (benefit) expense | (65,870 | ) | 48,101 | |||||
Net loss | $ | (8,577 | ) | $ | (101,783 | ) | ||
See Notes to Condensed Consolidated Financial Statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
Nine Months Ended September 30, |
2004 |
2003 |
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(Unaudited) |
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Cash Flows from Operating Activities: | |||||||||
Net loss | $ | (8,577 | ) | $ | (101,782 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||
Depreciation and amortization | 56,564 | 63,169 | |||||||
Amortization of deferred financing costs | 5,868 | 6,156 | |||||||
Loss on termination of leasehold interest | 43,958 | ||||||||
Write-off of deferred financing fees | 10,958 | ||||||||
Restructuring charges | 2,762 | 6,762 | |||||||
Deferred income taxes | (66,734 | ) | 50,028 | ||||||
Other non-cash income and expense, net | 5,044 | 4,650 | |||||||
Changes in operating assets and liabilities (excluding effect of acquisitions): | |||||||||
(Increase) decrease in accounts receivable | (9,089 | ) | 16,054 | ||||||
Increase in inventories | (4,080 | ) | (6,462 | ) | |||||
(Increase) decrease in prepaid expenses and other assets | (243 | ) | 4,528 | ||||||
Decrease in accounts payable and other liabilities | (13,552 | ) | (8,073 | ) | |||||
Net cash provided by operating activities | 11,921 | 45,988 | |||||||
Cash Flows from Investing Activities: | |||||||||
Capital expenditures | (36,388 | ) | (25,222 | ) | |||||
Software development costs capitalized | (1,458 | ) | (2,215 | ) | |||||
Proceeds from sale of property, plant and equipment | 784 | 610 | |||||||
Proceeds from termination of leasehold interest | 31,122 | ||||||||
Acquisition of business, net of cash acquired | (133 | ) | |||||||
Net cash used in investing activities | (5,940 | ) | (26,960 | ) | |||||
Cash Flows from Financing Activities: | |||||||||
Issuance of long-term debt | 340,714 | ||||||||
Net borrowings under (repayments of) revolving credit facilities | 3,953 | (38,194 | ) | ||||||
Repayments of long-term debt | (90 | ) | (309,987 | ) | |||||
Deferred financing costs | (13 | ) | (12,091 | ) | |||||
(Decrease) increase in outstanding checks drawn on controlled disbursement accounts | (8,804 | ) | 2,792 | ||||||
Other financing activities | 38 | (326 | ) | ||||||
Net cash used in financing activities | (4,916 | ) | (17,092 | ) | |||||
Effect of exchange rate changes on cash | 195 | 756 | |||||||
Net increase in cash and cash equivalents | 1,260 | 2,692 | |||||||
Cash and cash equivalents at beginning of year | 2,083 | 5,735 | |||||||
Cash and cash equivalents at end of period | $ | 3,343 | $ | 8,427 | |||||
Supplemental Cash Flow Information: | |||||||||
Interest paid | $ | 71,621 | $ | 66,745 | |||||
Income taxes paid | $ | 828 | $ | 1,642 | |||||
See Notes to Condensed Consolidated Financial Statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
The accompanying unaudited condensed consolidated financial statements of Vertis, Inc. and Subsidiaries (collectively, "Vertis" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America ("generally accepted accounting principles"). The financial statements include all normal and recurring adjustments that management of the Company considers necessary for the fair presentation of its financial position and operating results. The Company prepared the condensed consolidated financial statements following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by the generally accepted accounting principles for annual financial statements. As these are condensed consolidated financial statements, one should also read the consolidated financial statements and notes in the Company's annual report on Form 10-K for the year ended December 31, 2003.
The Company is a wholly-owned subsidiary of Vertis Holdings, Inc. ("Vertis Holdings").
Revenues, expenses, assets and liabilities can 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.
Certain amounts for prior periods have been reclassified to conform to the current period presentation.
The difference between net loss and total comprehensive loss is comprised of foreign currency translation in 2004 and 2003, as well as fair value of interest rate swap adjustments in 2003. These items amounted to $1.9 million and $5.4 million for the nine months ended September 30, 2004 and 2003, respectively.
2. RESTRUCTURING
The Company began a restructuring program in the U.S. and the U.K. in the third quarter of 2003, the execution of which was complete as of June 2004. This program includes the closure of facilities, some of which are associated with the consolidation of operations; transfer of certain positions to the corporate office; reductions in work force of approximately 260 employees; and the abandonment of assets associated with vacating these premises. The Company expects the costs associated with the restructuring program to be an estimated $16.7 million (net of estimated sublease income of $6.4 million) of which approximately $3.0 million are non-cash costs. The Vertis Europe portion of this restructuring program was complete as of December 31, 2003.
In the nine months ended September 30, 2004, Vertis North America recorded $0.7 million in severance costs due to headcount reductions of approximately 50 employees, and $0.5 million in facility closure costs. In the nine months ended September 30, 2003, Vertis North America recorded $1.5 million in severance costs due to headcount reductions of 118 employees and $5.3 million in facility closure costs related to the closure of three facilities.
Vertis Europe began a new restructuring program in the second quarter of 2004 that includes planned staffing reductions totaling approximately 180 employees. This program is expected to be complete by the first quarter of 2005, with an estimated total cost of $1.9 million. As of September 30, 2004, 176 employees had been terminated with a severance cost of $1.5 million. There were no restructuring costs recorded for Vertis Europe in the nine months ended September 30, 2003.
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The significant components of restructuring charges were as follows:
(in thousands) |
Severance and Related Costs |
Facility Closing Costs |
Other Costs |
Total |
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Accrued balance at January 1, 2004 | $ | 1,456 | $ | 9,758 | $ | 565 | $ | 11,779 | |||||
Restructuring charges in the nine months ended September 2004 | 2,146 | 573 | 43 | 2,762 | |||||||||
Restructuring payments in the nine months ended September 2004 | (3,323 | ) | (4,156 | ) | (408 | ) | (7,887 | ) | |||||
Accrued balance at September 30, 2004 | $ | 279 | $ | 6,175 | $ | 200 | $ | 6,654 | |||||
The Company expects to pay approximately $2.7 million of the accrued restructuring costs during the next twelve months, and the remainder, approximately $4.0 million, by 2011.
3. GOODWILL
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangibles", the Company has elected to test its goodwill in the first quarter of the fiscal year. Each of the Company's reporting units is tested for impairment by comparing the fair value of the reporting unit with the carrying value of that unit. Fair value is determined based on a valuation study performed by an independent third party using the discounted cash flow method and the guideline company method. The annual goodwill test has been completed for 2004, and did not indicate any goodwill impairment.
4. ACCOUNTS RECEIVABLE
In December 2002, the Company entered into a three-year agreement (the "A/R Facility"), terminating November 30, 2005, to sell substantially all trade accounts receivable generated by subsidiaries in the U.S. through the issuance of $130.0 million of variable rate trade receivable backed certificates.
The A/R Facility allows for a maximum of $130.0 million of trade accounts receivable to be sold at any time based on the level of eligible receivables. Under the A/R Facility, the Company sells its trade accounts receivable through a bankruptcy-remote wholly-owned subsidiary. However, the Company maintains an interest in the receivables and has been contracted to service the accounts receivable. The Company received cash proceeds for servicing of $2.4 million in both the nine months ended September 30, 2004 and 2003, respectively. These proceeds are fully offset by servicing costs.
At September 30, 2004 and December 31, 2003, accounts receivable of $110.9 million and $122.5 million, respectively, had been sold under the facilities and, as such, are reflected as reductions of accounts receivable. At September 30, 2004 and December 31, 2003, the Company retained an interest in the pool of receivables in the form of overcollateralization and cash reserve accounts of $45.6 million and $53.2 million, respectively, which is included in Accounts receivable, net on the condensed consolidated balance sheet at allocated cost, which approximates fair value. The proceeds
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from collections reinvested in securitizations amounted to $1,108.1 million and $1,061.2 million in the nine months ended September 30, 2004 and 2003, respectively.
Fees for the program under the facility vary based on the amount of interests sold and the London Inter Bank Offered Rate ("LIBOR") plus an average margin of 90 basis points. The loss on sale, which approximated the fees, totaled $2.0 million for both the nine months ended September 30, 2004 and 2003, respectively, and is included in Other, net.
5. INVENTORIES
Inventories consisted of the following:
(in thousands) |
September 30, 2004 |
December 31, 2003 |
||||
---|---|---|---|---|---|---|
Paper | $ | 29,528 | $ | 24,468 | ||
Work in process | 5,837 | 6,146 | ||||
Ink and chemicals | 2,902 | 3,714 | ||||
Other | 5,391 | 5,312 | ||||
$ | 43,658 | $ | 39,640 | |||
6. INVESTMENT IN LEVERAGED LEASES
The Company had two subsidiaries which were special purpose limited liability companies ("LLCs") that were the head lessees and sub-lessors in two lease-leaseback transactions entered into in 1998. Under these transactions, buildings with estimated useful lives of 65 years were leased by the LLCs for terms of 57 years (the "Headleases") and subleased by the LLCs to the lessors for terms of 52 years (the "Subleases"). Under the guidelines of SFAS No. 13, "Accounting for Leases," the Headleases qualified as capital leases and the Subleases qualified as leveraged leases. The Company's investments represented approximately 24% of the buildings' combined leasehold values, while the balance was furnished by third-party financing in the form of long-term debt that provided no recourse against the LLCs or the Company, but was secured by first liens on the properties.
On September 14, 2004, the Company entered into a termination and release agreement with the headlessor/sublessee whereby the Company terminated its leasehold interest in the properties. The Company received net proceeds of approximately $31 million, after transaction expenses, from one of the third parties that was financing the original arrangement. As a result of the transaction, the Company recorded a non-cash loss related to the termination and release of approximately $44.0 million and a tax benefit of $66.7 million (see Note 14).
7. SEGMENT INFORMATION
The Company operates in two business segments, as follows:
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customized one-to-one marketing programs; direct mail production with varying levels of personalization; and media planning and placement.
Following is information regarding the Company's segments:
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Three months ended September 30, |
Nine months ended September 30, |
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(in thousands) |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
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Net sales | Vertis North America | $ | 379,186 | $ | 359,784 | $ | 1,090,630 | $ | 1,038,203 | ||||||
Vertis Europe | 32,379 | 31,159 | 105,331 | 101,303 | |||||||||||
Consolidated | $ | 411,565 | $ | 390,943 | $ | 1,195,961 | $ | 1,139,506 | |||||||
EBITDA | Vertis North America | $ | 46,433 | $ | 32,549 | $ | 129,757 | $ | 104,046 | ||||||
Vertis Europe | (239 | ) | 1,246 | 1,539 | 6,396 | ||||||||||
General Corporate | (46,160 | ) | (2,403 | ) | (50,709 | ) | 3,350 | ||||||||
Consolidated EBITDA | 34 | 31,392 | 80,587 | 113,792 | |||||||||||
Depreciation and amortization of intangibles | 19,174 | 20,705 | 56,564 | 63,169 | |||||||||||
Interest expense, net | 32,993 | 33,508 | 98,470 | 104,305 | |||||||||||
Income tax (benefit) expense | (66,455 | ) | 1,206 | (65,870 | ) | 48,101 | |||||||||
Consolidated Net Income (Loss) |
$ | 14,322 | $ | (24,027 | ) | $ | (8,577 | ) | $ | (101,783 | ) | ||||
Depreciation and Amortization of Intangibles | Vertis North America | $ | 17,255 | $ | 18,952 | $ | 50,998 | $ | 57,774 | ||||||
Vertis Europe | 1,919 | 1,753 | 5,566 | 5,395 | |||||||||||
Consolidated | $ | 19,174 | $ | 20,705 | $ | 56,564 | $ | 63,169 | |||||||
8. NEW ACCOUNTING PRONOUNCEMENTS
In December 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 (revised), "Consolidation of Variable Interests Entities" ("FIN 46R"), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and, accordingly, should consolidate the variable interest entity ("VIE"). FIN 46R replaces FASB Interpretation No. 46 that was issued in January 2003. Companies are required to apply FIN 46R to VIEs generally as of March 31, 2004 and to special-purpose entities as of December 31, 2003. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interest of the VIE initially would be measured at their carrying amounts, and any difference between the net amount added to the balance
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sheet and any previously recognized interest would be recorded as a cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The Company has adopted this interpretation, which did not have a material impact on its consolidated financial position or results of operations.
In December 2003, the FASB issued SFAS No. 132 (revised), "Employers' Disclosures about Pensions and Other Postretirement Benefits" ("SFAS No. 132R"). This standard prescribes employers' disclosures about pension plans and other postretirement benefits plans, but does not change the measurement of recognition of those plans. SFAS No. 132R retains and revises the disclosure requirements contained in the original standard. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit costs of defined benefit pension plans and other postretirement benefit plans. For public companies, SFAS No. 132R is generally effective for fiscal years ending after December 15, 2003. The Company has adopted the provisions of this statement (see Note 10).
9. LONG-TERM DEBT
Long-term debt consisted of the following:
(in thousands) |
September 30, 2004 |
December 31, 2003 |
|||||
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Revolving credit facility | $ | 85,260 | $ | 80,570 | |||
9 3/4% senior secured second lien notes, net of discount | 342,837 | 341,643 | |||||
10 7/8% senior unsecured notes, net of discount | 348,311 | 348,042 | |||||
13 1/2% senior subordinated notes | 293,496 | 210,665 | |||||
13 1/2% senior subordinated credit facility | 82,832 | ||||||
Discount13 1/2% senior subordinated credit facility | (10,400 | ) | (11,908 | ) | |||
Other notes | 18 | 106 | |||||
1,059,522 | 1,051,950 | ||||||
Current portion | (6 | ) | (73 | ) | |||
$ | 1,059,516 | $ | 1,051,877 | ||||
The revolving credit facility (the "Credit Facility") allows borrowings of up to $250 million, including borrowings in British pounds sterling of up to the equivalent of $160 million. The revolving credit facility matures December 7, 2005 with no repayment of principal until maturity. Interest is payable either (a) at the Prime rate plus a margin of 2.50% or (b) at the LIBOR rate plus a margin of 3.50%. These margins may decline over time in accordance with covenants in the Credit Facility.
In June 2003, the Company issued $350 million of senior secured second lien notes with an interest rate of 9 3/4% and a maturity date of April 1, 2009 (the "9 3/4% notes"). The notes pay interest semi-annually on April 1 and October 1 of each year. After deducting the initial purchasers discount and transaction expenses, the net proceeds received by the Company were $330.3 million. The Company used these net proceeds to pay off $267.9 million remaining in term loans outstanding in 2003 and $62.4 million of the Credit Facility. In connection with the payoff of the term loans, the
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interest rate swap agreement, which was attached to the term loans and converted a portion of variable debt to a fixed rate basis, became an ineffective cash flow hedge. As a result, the remaining fair market value of the agreement, which was previously recorded in stockholders' deficit as a component of other comprehensive income and approximated $1.1 million, was expensed in Other, net in the nine months ended September 30, 2003.
In 2002, the Company issued $350 million of senior unsecured notes with an interest rate of 10 7/8% and maturity date of June 15, 2009 (the "10 7/8% notes"). The notes pay interest semi-annually on June 15 and December 15 of each year.
The Company had a senior subordinated credit facility (the "Senior Facility") which was a term loan bearing interest of 13 1/2% expiring on December 7, 2009. Pursuant to the Senior Facility, the Company issued an aggregate $293.5 million of 13 1/2% senior subordinated notes due December 7, 2009 (the "Exchange Notes") in 2003 and 2004 in exchange for the term loans held by the holders requesting the exchange. The Exchange Notes pay interest semi-annually on June 1 and December 1 of each year. The $293.5 million represents the entire amount of term notes under the Senior Facility. There remains, however, a $10.4 million discount associated with approximately 700,000 detachable warrants issued in February 2002 to the holders of the Senior Facility entitling them to purchase one share of Vertis Holdings stock for $0.01 per share. These warrants expire on June 30, 2011 and the discount is being amortized over the original life of the Senior Facility.
The Credit Facility, the 10 7/8% notes, the 9 3/4% notes and the Exchange Notes contain customary covenants including restrictions on capital expenditures, dividends, and investments. In particular, these debt instruments all contain customary high-yield debt covenants imposing limitations on the payment of dividends or other distributions on or in respect of the Company's capital stock. Substantially all of the Company's assets are pledged as collateral for the outstanding debt under the Credit Facility, as well as the Company's other long-term debt. All of the Company's debt has customary provisions requiring prepayment in the event of a change in control and from the proceeds of asset sales, as well as cross-default provisions. In addition, the Credit Facility agreement has provisions requiring prepayment from the proceeds of issuances of debt and equity securities, and financial covenants that require us to maintain specified financial ratios as follows. The consolidated net interest coverage ratio is the ratio of EBITDA to net interest expense, which is required to be, at a minimum, 1.50 to 1.00. At September 30, 2004, the Company's net interest coverage ratio is calculated as 1.59 to 1.00. The leverage ratio is the ratio of consolidated debt to EBITDA, which must not exceed 6.50 to 1.00. At September 30, 2004, the Company's leverage ratio is calculated as 6.01 to 1.00. The senior secured leverage ratio is the ratio of senior secured debt to EBITDA, which must not exceed 2.00 to 1.00. The Company's senior secured leverage ratio, as calculated at September 30, 2004, is 1.08 to 1.00. The amounts of EBITDA and net interest expense used in the preceding ratio calculations are not equivalent to the amounts included in these financial statements, but rather are amounts calculated as set forth in the Credit Facility. If the Company is unable to maintain these financial ratios, the bank lenders could require the Company to repay any amounts owing under the Credit Facility. At September 30, 2004, the Company was in compliance with its debt covenants.
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10. RETIREMENT PLANS
The following table provides the components of net periodic benefit cost for the Company's defined benefit plans, including pension and supplemental executive retirement plans, for the three and nine months ended September 30, 2004 and 2003.
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||
Service cost | $ | 181 | $ | 174 | $ | 543 | $ | 523 | |||||
Interest cost | 569 | 554 | 1,706 | 1,662 | |||||||||
Expected return on plan assets | (267 | ) | (297 | ) | (800 | ) | (890 | ) | |||||
Amortization of prior service cost | 58 | 180 | 174 | 541 | |||||||||
Amortization of net loss | 188 | 303 | 564 | 909 | |||||||||
Net periodic benefit cost | $ | 729 | $ | 914 | $ | 2,187 | $ | 2,745 | |||||
The Company made contributions of approximately $3 million to its pension plans in the nine months ended September 30, 2004, which is the full amount that the Company expects to contribute in 2004 as previously disclosed in its consolidated financial statements for the year ended December 31, 2003.
11. VERTIS HOLDINGS STOCK AWARD AND INCENTIVE PLAN
Employees of the Company participate in the Vertis Holdings 1999 Equity Award Plan (the "Stock Plan"), which authorizes grants of stock options, restricted stock, performance shares and other stock based awards. On April 6, 2004, the Company extended an offer to all eligible U.S.-based employees holding options under the Stock Plan the opportunity to exchange their outstanding eligible options for restricted common stock on a 4 for 1 basis. The restricted stock will vest immediately prior to a liquidity event, generally defined as a public offering of our common stock (where immediately following such offering, the aggregate number of shares of common stock held by the public, not including affiliates of the Company, represents at least 20% of the total number of outstanding shares), merger or other business combination, or a sale or other disposition of all or substantially all of our assets to another entity for cash and/or publicly traded securities. Of the 782,484 eligible Vertis Holdings options, 774,866 were exchanged. Pursuant to the exchange offer, on June 7, 2004 Vertis Holdings issued 193,739 restricted shares of stock. Additionally, 2,500 restricted shares were issued to a director of Vertis. Upon issuance, unearned compensation was charged to stockholders' equity on Vertis Holdings balance sheet for the fair value of the restricted stock as determined by an independent valuation.
On June 14, 2004, the Company extended an offer to all eligible U.K.-based employees holding options under the Stock Plan the opportunity to exchange their outstanding eligible options for Nil Cost Options on a 4 for 1 basis. The Nil Cost Options give the holder a right to purchase shares of common stock subject to a nominal fee of £1. The Nil Cost Options will vest immediately prior to a liquidity event, as defined above. Of the 42,785 Vertis Holdings options eligible to be exchanged, 28,499 were exchanged. Pursuant to the exchange offer, on July 29, 2004 Vertis Holdings granted 7,126 Nil Cost Options.
13
The Company accounts for the Stock Plan under the intrinsic value method, which follows the recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." No stock-based employee compensation cost is reflected in net income. Due to the uncertainty of the timing of a liquidity event, which would trigger the vesting of the restricted stock and the Nil Cost Options, and the fact that the number of shares that will actually vest is unknown, compensation expense will not be recorded until a liquidity event takes place, or an event is more probable of occurring. For the 21,904 options not exchanged under both offers, variable accounting will apply.
The following table summarizes the effect of accounting for the 21,904 stock option awards outstanding at September 30, 2004, as if the fair value recognition provisions of SFAS No. 123, "Accounting for Stock Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123," had been applied.
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||
Net income (loss): | |||||||||||||
As reported | $ | 14,322 | $ | (24,027 | ) | $ | (8,577 | ) | $ | (101,783 | ) | ||
Deduct: total stock-based compensation determined under the fair value based method for all awards, net of tax | (3 | ) | (284 | ) | (8 | ) | (853 | ) | |||||
Pro forma | $ | 14,319 | $ | (24,311 | ) | $ | (8,585 | ) | $ | (102,636 | ) | ||
12. INTEREST EXPENSE, NET
Interest expense, net consists of the following:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||
Interest expense | $ | 31,123 | $ | 31,664 | $ | 92,778 | $ | 87,339 | |||||
Amortization of deferred financing fees | 1,952 | 1,886 | 5,868 | 6,156 | |||||||||
Write-off of deferred financing fees | 10,958 | ||||||||||||
Interest income | (82 | ) | (42 | ) | (176 | ) | (148 | ) | |||||
$ | 32,993 | $ | 33,508 | $ | 98,470 | $ | 104,305 | ||||||
In June 2003, the Company fully amortized deferred financing fees of $11.0 million in connection with the retirement of the term loans (see Note 9).
13. OTHER, NET
Other, net for the nine months ended September 30, 2004 consists primarily of a $44.0 million loss associated with the termination of the Company's leasehold interest in the properties as discussed in Note 6, offset by $1.0 million in income earned on investments accounted for as leveraged leases prior
14
to the termination of the Company's leasehold interest. Additionally, included in Other, net are $2.0 million in fees associated with the A/R Facility (see Note 4), and $0.8 million in bank commitment fees.
Other, net for the nine months ended September 30, 2003 consists primarily of a $10.1 million recovery from a settlement to the legal proceeding arising from a life insurance policy which covered the former Chairman of Vertis Holdings and $1.1 million in income earned on investments accounted for as leveraged leases. Offsetting this income are $2.0 million in fees associated with the A/R Facility (see Note 4), a $1.1 million adjustment to record the change in the interest rate swap agreement (see Note 9), $0.7 million on the sale of property, plant and equipment and $0.8 million in miscellaneous charges.
14. INCOME TAXES
During the third quarter of 2004, the Company recorded a tax benefit of $66.5 million of which $66.7 million was the result of the termination of the Company's leasehold interest in the real estate properties as discussed in Note 6. The activities undertaken through the nine months ended September 30, 2004, including this transaction, reduced the Company's federal net operating loss carryforwards by a net $127.6 million to $178.7 million. The remaining carryforwards expire beginning in 2005 through 2024.
The Company's valuation allowance was also reduced by the transaction discussed above. The valuation allowance, which was $74.4 million at the beginning of 2004, was reduced by $44.7 million to $29.7 million as of September 30, 2004. The remaining valuation allowance reserves a portion of the net operating losses and tax credit carryforwards that will not be offset by reversing taxable temporary differences. This treatment is required under SFAS No. 109, "Accounting for Income Taxes". These carryforwards may still be used to offset taxable income in future years, thereby lowering our cash tax obligations. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal.
15. GUARANTOR/NON-GUARANTOR CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The Company has senior notes (see Note 9), which are general unsecured obligations of Vertis, Inc., and guaranteed by certain of Vertis, Inc.'s domestic subsidiaries. Accordingly, the following condensed consolidated financial information as of September 30, 2004 and December 31, 2003, for the three months ended September 30, 2004 and 2003, and for the nine months ended September 30, 2004 and 2003 are included for (a) Vertis, Inc. (the "Parent") on a stand-alone basis, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis.
Investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries eliminate investments in subsidiaries, intercompany balances and intercompany transactions. Separate financial statements and other disclosures with respect to the subsidiary guarantors have not been made because the subsidiaries are wholly-owned and the guarantees are full and unconditional and joint and several.
15
CONDENSED CONSOLIDATING BALANCE SHEET AT SEPTEMBER 30, 2004
In thousands
|
Parent |
Guarantor Companies |
Non-Guarantor Companies |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 919 | $ | 2,424 | $ | 3,343 | ||||||||||
Accounts receivable, net | $ | 133,344 | 24,882 | 31,603 | 189,829 | |||||||||||
Inventories | 31,119 | 10,265 | 2,274 | 43,658 | ||||||||||||
Maintenance parts | 17,581 | 3,318 | 20,899 | |||||||||||||
Prepaid expenses and other current assets | 15,122 | 5,417 | 20,539 | |||||||||||||
Total current assets | 197,166 | 39,384 | 41,718 | 278,268 | ||||||||||||
Intercompany receivable | 37,519 | $ | (37,519 | ) | ||||||||||||
Investments in subsidiaries | 139,278 | 65,121 | (204,399 | ) | ||||||||||||
Property, plant and equipment, net | 272,483 | 92,146 | 18,975 | 383,604 | ||||||||||||
Goodwill | 198,229 | 48,625 | 105,549 | 352,403 | ||||||||||||
Deferred financing costs, net | 24,974 | 24,974 | ||||||||||||||
Other assets, net | 22,036 | 672 | 138 | 22,846 | ||||||||||||
Total Assets | $ | 891,685 | $ | 245,948 | $ | 166,380 | $ | (241,918 | ) | $ | 1,062,095 | |||||
LIABILITIES AND STOCKHOLDER'S (DEFICIT) EQUITY |
||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 173,185 | $ | 9,988 | $ | 13,455 | $ | 196,628 | ||||||||
Compensation and benefits payable | 31,519 | 8,345 | 413 | 40,277 | ||||||||||||
Accrued interest | 41,465 | 1,267 | 42,732 | |||||||||||||
Accrued income taxes | 8,050 | (200 | ) | (221 | ) | 7,629 | ||||||||||
Current portion of long-term debt | 6 | 6 | ||||||||||||||
Other current liabilities | 12,462 | 4,324 | 8,927 | 25,713 | ||||||||||||
Total current liabilities | 266,681 | 22,457 | 23,847 | 312,985 | ||||||||||||
Due to parent | 42,851 | 2,078 | $ | (37,519 | ) | 7,410 | ||||||||||
Long-term debt, net of current portion | 974,244 | 85,272 | 1,059,516 | |||||||||||||
Deferred income taxes | 56 | 56 | ||||||||||||||
Other long-term liabilities | 31,392 | 174 | 28 | 31,594 | ||||||||||||
Total liabilities | 1,272,317 | 65,482 | 111,281 | (37,519 | ) | 1,411,561 | ||||||||||
Stockholder's (deficit) equity | (380,632 | ) | 180,466 | 55,099 | (204,399 | ) | (349,466 | ) | ||||||||
Total Liabilities and Stockholder's (Deficit) Equity | $ | 891,685 | $ | 245,948 | $ | 166,380 | $ | (241,918 | ) | $ | 1,062,095 | |||||
16
CONDENSED CONSOLIDATING BALANCE SHEET AT DECEMBER 31, 2003
In thousands
|
Parent |
Guarantor Companies |
Non-Guarantor Companies |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 389 | $ | 108 | $ | 1,586 | $ | 2,083 | ||||||||
Accounts receivable, net | 132,531 | 20,086 | 31,158 | 183,775 | ||||||||||||
Inventories | 26,227 | 11,607 | 1,806 | 39,640 | ||||||||||||
Maintenance parts | 17,456 | 3,271 | 20,727 | |||||||||||||
Deferred income taxes | ||||||||||||||||
Prepaid expenses and other current assets | 13,953 | 1,131 | 5,267 | 20,351 | ||||||||||||
Total current assets | 190,556 | 36,203 | 39,817 | 266,576 | ||||||||||||
Intercompany receivable | 54,216 | $ | (54,216 | ) | ||||||||||||
Investments in subsidiaries | 154,349 | 55,199 | (209,548 | ) | ||||||||||||
Property, plant and equipment, net | 281,275 | 99,887 | 20,658 | 401,820 | ||||||||||||
Goodwill | 198,539 | 48,625 | 103,382 | 350,546 | ||||||||||||
Investments | 73,967 | 73,967 | ||||||||||||||
Deferred financing costs, net | 30,829 | 92 | 30,921 | |||||||||||||
Other assets, net | 22,862 | 772 | 34 | 23,668 | ||||||||||||
Total Assets | $ | 932,626 | $ | 240,686 | $ | 237,950 | $ | (263,764 | ) | $ | 1,147,498 | |||||
LIABILITIES AND STOCKHOLDER'S (DEFICIT) EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 183,511 | $ | 36,137 | $ | 13,788 | $ | 233,436 | ||||||||
Compensation and benefits payable | 25,274 | 9,288 | 369 | 34,931 | ||||||||||||
Accrued interest | 15,384 | 985 | 16,369 | |||||||||||||
Accrued income taxes | 7,097 | (192 | ) | (1,766 | ) | 5,139 | ||||||||||
Current portion of long-term debt | 73 | 73 | ||||||||||||||
Other current liabilities | 17,263 | 7,266 | 12,705 | 37,234 | ||||||||||||
Total current liabilities | 248,602 | 52,499 | 26,081 | 327,182 | ||||||||||||
Due to parent | 32,989 | 28,684 | $ | (54,216 | ) | 7,457 | ||||||||||
Long-term debt, net of current portion | 979,224 | 72,653 | 1,051,877 | |||||||||||||
Deferred income taxes | 69,437 | (2,704 | ) | 57 | 66,790 | |||||||||||
Other long-term liabilities | 27,392 | 8,843 | 155 | 36,390 | ||||||||||||
Total liabilities | 1,324,655 | 91,627 | 127,630 | (54,216 | ) | 1,489,696 | ||||||||||
Stockholder's (deficit) equity | (392,029 | ) | 149,059 | 110,320 | (209,548 | ) | (342,198 | ) | ||||||||
Total Liabilities and Stockholder's (Deficit) Equity | $ | 932,626 | $ | 240,686 | $ | 237,950 | $ | (263,764 | ) | $ | 1,147,498 | |||||
17
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2004
In thousands
|
Parent |
Guarantor Companies |
Non-Guarantor Companies |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 290,523 | $ | 89,326 | $ | 33,688 | $ | (1,972 | ) | $ | 411,565 | |||||
Operating expenses: | ||||||||||||||||
Costs of production | 232,536 | 65,473 | 25,737 | (1,972 | ) | 321,774 | ||||||||||
Selling, general and administrative | 29,762 | 7,604 | 7,865 | 45,231 | ||||||||||||
Restructuring charges | 3 | 3 | ||||||||||||||
Depreciation and amortization of intangibles | 12,634 | 4,524 | 2,016 | 19,174 | ||||||||||||
274,932 | 77,601 | 35,621 | (1,972 | ) | 386,182 | |||||||||||
Operating income (loss) | 15,591 | 11,725 | (1,933 | ) | 25,383 | |||||||||||
Other expenses (income): | ||||||||||||||||
Interest expense, net | 31,263 | 1,730 | 32,993 | |||||||||||||
Other, net | 842 | 10 | 43,671 | 44,523 | ||||||||||||
32,105 | 10 | 45,401 | 77,516 | |||||||||||||
Equity in net income (loss) of subsidiaries | (35,697 | ) | 35,697 | |||||||||||||
(Loss) income before income taxes | (52,211 | ) | 11,715 | (47,334 | ) | 35,697 | (52,133 | ) | ||||||||
Income tax (benefit) expense | (66,533 | ) | (2 | ) | 80 | (66,455 | ) | |||||||||
Net income (loss) | $ | 14,322 | $ | 11,717 | $ | (47,414 | ) | $ | 35,697 | $ | 14,322 | |||||
18
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2003
In thousands
|
Parent |
Guarantor Companies |
Non-Guarantor Companies |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 272,432 | $ | 89,916 | $ | 32,578 | $ | (3,983 | ) | $ | 390,943 | |||||
Operating expenses: | ||||||||||||||||
Costs of production | 218,649 | 68,250 | 23,041 | (3,983 | ) | 305,957 | ||||||||||
Selling, general and administrative | 29,486 | 8,635 | 7,971 | 46,092 | ||||||||||||
Restructuring charges | 6,643 | 119 | 6,762 | |||||||||||||
Depreciation and amortization of intangibles | 13,764 | 5,165 | 1,776 | 20,705 | ||||||||||||
268,542 | 82,169 | 32,788 | (3,983 | ) | 379,516 | |||||||||||
Operating income | 3,890 | 7,747 | (210 | ) | 11,427 | |||||||||||
Other expenses (income): | ||||||||||||||||
Interest expense, net | 32,080 | 1,428 | 33,508 | |||||||||||||
Other, net | 733 | (7 | ) | 14 | 740 | |||||||||||
32,813 | (7 | ) | 1,442 | 34,248 | ||||||||||||
Equity in net income (loss) of subsidiaries | 5,967 | (5,967 | ) | |||||||||||||
(Loss) income before income taxes | (22,956 | ) | 7,754 | (1,652 | ) | (5,967 | ) | (22,821 | ) | |||||||
Income tax expense (benefit) | 1,071 | (3 | ) | 138 | 1,206 | |||||||||||
Net (loss) income | $ | (24,027 | ) | $ | 7,757 | $ | (1,790 | ) | $ | (5,967 | ) | $ | (24,027 | ) | ||
19
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2004
In thousands
|
Parent |
Guarantor Companies |
Non-Guarantor Companies |
Elim- inations |
Consol- idated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 831,667 | $ | 264,701 | $ | 108,852 | $ | (9,259 | ) | $ | 1,195,961 | |||||
Operating expenses: | ||||||||||||||||
Costs of production | 665,541 | 196,625 | 80,132 | (9,259 | ) | 933,039 | ||||||||||
Selling, general and administrative | 85,852 | 23,145 | 24,727 | 133,724 | ||||||||||||
Restructuring charges | 625 | 598 | 1,539 | 2,762 | ||||||||||||
Depreciation and amortization of intangibles | 36,947 | 13,910 | 5,707 | 56,564 | ||||||||||||
788,965 | 234,278 | 112,105 | (9,259 | ) | 1,126,089 | |||||||||||
Operating income | 42,702 | 30,423 | (3,253 | ) | 69,872 | |||||||||||
Other expenses (income): | ||||||||||||||||
Interest expense, net | 93,661 | 4,809 | 98,470 | |||||||||||||
Other, net | 2,890 | 22 | 42,937 | 45,849 | ||||||||||||
96,551 | 22 | 47,746 | 144,319 | |||||||||||||
Equity in net income (loss) of subsidiaries | (20,861 | ) | 20,861 | |||||||||||||
(Loss) income before income taxes | (74,710 | ) | 30,401 | (50,999 | ) | 20,861 | (74,447 | ) | ||||||||
Income tax (benefit) expense | (66,133 | ) | (8 | ) | 271 | (65,870 | ) | |||||||||
Net (loss) income | $ | (8,577 | ) | $ | 30,409 | $ | (51,270 | ) | $ | 20,861 | $ | (8,577 | ) | |||
20
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003
In thousands
|
Parent |
Guarantor Companies |
Non-Guarantor Companies |
Elim- inations |
Consol- idated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 788,496 | $ | 261,352 | $ | 103,956 | $ | (14,298 | ) | $ | 1,139,506 | |||||
Operating expenses: | ||||||||||||||||
Costs of production | 632,703 | 197,701 | 73,130 | (14,298 | ) | 889,236 | ||||||||||
Selling, general and administrative | 85,399 | 27,014 | 23,949 | 136,362 | ||||||||||||
Restructuring charges | 6,643 | 119 | 6,762 | |||||||||||||
Depreciation and amortization of intangibles | 41,868 | 15,831 | 5,470 | 63,169 | ||||||||||||
766,613 | 240,665 | 102,549 | (14,298 | ) | 1,095,529 | |||||||||||
Operating income | 21,883 | 20,687 | 1,407 | 43,977 | ||||||||||||
Other expenses (income): | ||||||||||||||||
Interest expense, net | 99,281 | 5,024 | 104,305 | |||||||||||||
Other, net | (6,670 | ) | 8 | 16 | (6,646 | ) | ||||||||||
92,611 | 8 | 5,040 | 97,659 | |||||||||||||
Equity in net income (loss) of subsidiaries | 16,462 | (16,462 | ) | |||||||||||||
(Loss) income before income taxes | (54,266 | ) | 20,679 | (3,633 | ) | (16,462 | ) | (53,682 | ) | |||||||
Income tax expense (benefit) | 47,517 | (10 | ) | 594 | 48,101 | |||||||||||
Net (loss) income | $ | (101,783 | ) | $ | 20,689 | $ | (4,227 | ) | $ | (16,462 | ) | $ | (101,783 | ) | ||
21
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004
In thousands
|
Parent |
Guarantor Companies |
Non- Guarantor Companies |
Consolidated |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash Flows from Operating Activities | $ | 28,259 | $ | (8,401 | ) | $ | (7,937 | ) | $ | 11,921 | |||
Cash Flows from Investing Activities: | |||||||||||||
Capital expenditures | (26,649 | ) | (5,905 | ) | (3,834 | ) | (36,388 | ) | |||||
Software development costs capitalized | (1,458 | ) | (1,458 | ) | |||||||||
Proceeds from sale of property, plant and equipment and divested assets | 606 | 45 | 133 | 784 | |||||||||
Proceeds from termination of leasehold interest | 31,122 | 31,122 | |||||||||||
Net cash (used in) provided by investing activities | (27,501 | ) | (5,860 | ) | 27,421 | (5,940 | ) | ||||||
Cash Flows from Financing Activities: | |||||||||||||
Net (repayments of) borrowings under revolving credit facilities | (7,951 | ) | 11,904 | 3,953 | |||||||||
Repayments of long-term debt | (72 | ) | (2 | ) | (16 | ) | (90 | ) | |||||
Deferred financing costs | (13 | ) | (13 | ) | |||||||||
(Decrease) increase in outstanding checks drawn on controlled disbursement accounts | (11,634 | ) | 1,779 | 1,051 | (8,804 | ) | |||||||
Other financing activities | 18,523 | 13,295 | (31,780 | ) | 38 | ||||||||
Net cash (used in) provided by financing activities | (1,147 | ) | 15,072 | (18,841 | ) | (4,916 | ) | ||||||
Effect of exchange rate changes on cash | 195 | 195 | |||||||||||
Net (decrease) increase in cash and cash equivalents | (389 | ) | 811 | 838 | 1,260 | ||||||||
Cash and cash equivalents at beginning of year | 389 | 108 | 1,586 | 2,083 | |||||||||
Cash and cash equivalents at end of period | $ | | $ | 919 | $ | 2,424 | $ | 3,343 | |||||
22
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2003
In thousands
|
Parent |
Guarantor Companies |
Non- Guarantor Companies |
Consolidated |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash Flows from Operating Activities | $ | 26,968 | $ | 20,805 | $ | (1,785 | ) | $ | 45,988 | ||||
Cash Flows from Investing Activities: | |||||||||||||
Capital expenditures | (17,518 | ) | (5,215 | ) | (2,489 | ) | (25,222 | ) | |||||
Software development costs capitalized | (2,215 | ) | (2,215 | ) | |||||||||
Proceeds from sale of property, plant and equipment and divested assets | 439 | 171 | 610 | ||||||||||
Acquisition of business, net of cash | (133 | ) | (133 | ) | |||||||||
Net cash used in investing activities | (19,427 | ) | (5,215 | ) | (2,318 | ) | (26,960 | ) | |||||
Cash Flows from Financing Activities: | |||||||||||||
Issuance of long-term debt | 340,714 | 340,714 | |||||||||||
Net borrowings under (repayments of) revolving credit facilities | 3,610 | (41,804 | ) | (38,194 | ) | ||||||||
Repayments of long-term debt | (309,893 | ) | (43 | ) | (51 | ) | (309,987 | ) | |||||
Deferred financing costs | (12,091 | ) | (12,091 | ) | |||||||||
Increase (decrease) in outstanding checks drawn on controlled disbursement accounts | 2,310 | 1,489 | (1,007 | ) | 2,792 | ||||||||
Other financing activities | (29,268 | ) | (16,827 | ) | 45,769 | (326 | ) | ||||||
Net cash (used in) provided by financing activities | (4,618 | ) | (15,381 | ) | 2,907 | (17,092 | ) | ||||||
Effect of exchange rate changes on cash | 756 | 756 | |||||||||||
Net increase (decrease) in cash and cash equivalents | 2,923 | 209 | (440 | ) | 2,692 | ||||||||
Cash and cash equivalents at beginning of year | 3,590 | 99 | 2,046 | 5,735 | |||||||||
Cash and cash equivalents at end of period | $ | 6,513 | $ | 308 | $ | 1,606 | $ | 8,427 | |||||
23
16. COMMITMENTS AND CONTINGENCIES
Certain claims, suits and allegations that arise in the ordinary course of business and certain environmental claims have been filed or are pending against the Company. Management believes that all such matters in the aggregate would not have a material effect on the Company's consolidated financial statements.
In 2002, Vertis received payments from a customer under a Bankruptcy proceeding classified as critical vendor payments (the "Payments"). These Payments totaled approximately $7 million. In February 2004, the United States Court of Appeals for the Seventh Circuit upheld a lower court ruling reversing the order authorizing these Payments. The ruling did not however order the repayment of these Payments. It is currently unclear as to what, if anything, Vertis is likely to pay as a result of this decision. As a consequence of this decision, Vertis may be required to repay some or all of the Payments it received. Management is unable to determine at this stage the size of any such repayments, if any, or when they would be required to be made. Management has not made any provision for this possible contingency, which ranges from $0 to $7 million plus applicable interest, if any.
24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introductory Overview
Executive Summary
Vertis is a leading provider of targeted advertising, media and marketing services. We deliver a comprehensive range of solutions that simplify, improve and maximize the effectiveness of multiple phases of our customers' marketing campaigns from the inception of an advertising concept, through design, production, targeted distribution, and ultimately to providing advertising effectiveness measurement.
We operate through two business segments based on our geographic presence in the advertising and marketing services industry. These business segments are Vertis North America and Vertis Europe. Vertis North America provides a full array of targeted advertising, media and marketing solutions to clients, primarily in the United States. Vertis Europe provides both advertising production and direct mail services to clients overseas, principally in the United Kingdom.
The advertising industry experienced a year-over-year decline in 2001, and in 2002 experienced a modest 2% year-over-year growth, although still below historical growth rates. In 2003, ad spending gradually began returning to more normal levels. We expect 2004 advertising spending growth to exceed the growth posted in each of 2002 and 2003, and to be more representative of historical year-over-year growth.
The most significant impact driving our operating results for the nine months ended September 30, 2004 was the strong performance by our North America segment. The year-over-year growth was realized across the entire platform with the primary drivers being higher insert and direct mail volume and lower costs. We believe the year-over-year volume growth in North America is sustainable. Across our platform, pricing is influenced not only by general competitive pressure but also by changes in customer mix as well as product mix in an effort by retailers and other customers to control their total advertising budgets. Pricing in this regard improved in the third quarter of 2004 as compared to 2003. This compares favorably to the first half of 2004 where pricing was lower than the comparable 2003 period.
In Europe, EBITDA through September 30, 2004, declined versus the comparable 2003 period largely due to lower revenue and the costs associated with a restructuring program implemented to mitigate the poor trading conditions in our European market.
We have continued to implement cost reduction programs including streamlining shared service and corporate functions, combining operations, closing unprofitable locations, staff reductions and asset write-offs. In 2004, these efforts were largely directed at lowering costs in our European segment and our North American premedia operations. These actions have resulted in restructuring charges aggregating approximately $104.0 million since 2000.
Liquidity continues to be a primary focus for the Company. As of September 30, 2004, the Company was in compliance with all of its covenants, financial or otherwise. The Company has approximately $95.3 million available to borrow under a revolving credit facility, its primary source of funds along with funds from operations. While we currently expect to be in compliance in future periods, there can be no assurance that we will continue to meet these financial covenants. Based upon our latest estimates, we believe we will be in compliance for the next twelve months.
On September 14, 2004, we entered into a termination and release agreement whereby we terminated our leasehold interest in five real estate properties located in Austria. As a result of this transaction, we received net proceeds of approximately $31 million, after transaction expenses. These
25
proceeds were applied against our revolving credit facility. As a result of the transaction, we recorded a non-cash loss related to the termination and release of $44.0 million and a tax benefit of $66.7 million.
Capital expenditures in the nine months ended September 30, 2004 increased 38% from the spending for the same period in 2003. The 2004 expenditures amounted to approximately 47% of EBITDA as compared to 24% of EBITDA for the comparable 2003 period. The increase in capital spending is primarily due to the timing of our spending. Generally, capital spending has been directed toward projects that improve efficiency, maintain our infrastructure, and upgrade our equipment base.
During 2002, Vertis received payments from a customer under an order of the bankruptcy court classified as critical vendor payments (the "Payments"). These Payments totaled approximately $7 million. On February 24, 2004, the United States Court of Appeals for the Seventh Circuit affirmed a lower court ruling reversing the order authorizing these Payments. The Seventh Circuit did not, however, issue an order for the repayment of these Payments. Rather, and more narrowly, the decision of the Seventh Circuit affirmed the lower court ruling that a proper factual record proving the need for the Payments had not been established, which may or may not provide a basis for the customer to recover any, some or all of the Payments. Additionally, the Company believes it has legitimate counterclaims and rights of set-off and currently intends to vigorously resist any such recovery proceedings. However, because of the uncertainties explained above, management is unable to determine at this stage of the litigation the size of any such repayments, if any, or when they would be required to be made. We have not made any provisions for this possible contingency which ranges from $0 to $7 million plus applicable interest, if any.
A large portion of the Company's revenue is generally seasonal in nature. However, our efforts to expand our other product lines as well as expand the market for our advertising inserts to year-round customers, have reduced the overall seasonality of our revenues. Of our full year 2003 net sales, 23.4% were generated in the first quarter, 23.8% in the second, 24.7% in the third and 28.1% in the fourth. Profitability, however, continues to follow a more seasonal pattern due to the higher margins and efficiencies gained from running at full capacity during the fourth quarter holiday production season. On the other hand, lower volume negatively impacts margins since we are not able to fully leverage fixed depreciation and interest costs that are incurred evenly throughout the year. Based on our historical experience and projected operations, we expect our operating results in the near future to be strongest in the fourth quarter and softest in the first.
Segment Realignment
In September 2003, we announced a realignment of our North American platform. The realignment consolidated the sales, marketing and production facilities of our entire North American platform. Effective with the reporting of our 2003 full-year results and commensurate with our realignment of our North American operations, we have consolidated the operations of our former Retail and Newspaper Services segment, Direct Marketing Services segment and Advertising Technology Services segment into Vertis North America. Vertis Europe has not been affected by this realignment and remains unchanged from the segment reported in prior years.
Corporate Consolidation and Restructuring
We began a restructuring program in the third quarter of 2003, the execution of which was complete as of June 2004. This program includes the closure of facilities, some of which are associated with the consolidation of operations; transfer of certain positions to the corporate office; reductions in work force of approximately 260 employees; and the abandonment of assets associated with vacating these premises. We expect the costs associated with the restructuring program to be an estimated $16.7 million (net of estimated sublease income of $6.4 million) of which approximately $3.0 million are non-cash costs. The Vertis Europe portion of this program was complete as of December 31, 2003.
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In the nine months ended September 30, 2004, Vertis North America recorded $0.7 million in severance costs due to headcount reductions of approximately 50 employees, and $0.5 million in facility closure costs. In the nine months ended September 30, 2003, Vertis North America recorded $1.5 million in severance costs due to headcount reductions of 118 employees and $5.3 million in facility closure costs related to the closure of three facilities.
Vertis Europe began a new restructuring program in the second quarter of 2004 that includes planned staffing reductions totaling approximately 180 employees. This restructuring program is expected to be complete by the first quarter of 2005, with an estimated total cost of $1.9 million. As of September 30, 2004, 176 employees had been terminated with a severance cost of $1.5 million. There were no restructuring costs recorded for Vertis Europe in the nine months ended September 30, 2003.
We expect to pay $2.7 million of the accrued restructuring costs during the next twelve months and the remainder, approximately $4.0 million, by 2011.
Factors Affecting Comparability
Several factors can affect the comparability of our results from one period to another. Primary among these factors are the cost of paper, changes in business mix, the timing of restructuring expenses and the realization of the associated benefits.
The cost of paper is a principal factor in our net sales generated from certain customers since a substantial portion of net sales includes the cost of paper. Therefore, changes in the cost of paper and changes in the proportion of paper supplied by our customers significantly affects our revenue generated from the sale of advertising insert and direct mail products, both of which are products where paper is a substantial portion of the costs of production. Changes in the cost of paper do not materially impact our net earnings since we are generally able to pass on increases in the cost of paper to our customers, while decreases in paper costs generally result in lower prices to customers.
Variances in expenses expressed in terms of percentage of net sales can fluctuate based on changes in business mix and are influenced by the change in revenue directly resulting from changes in paper prices and the proportion of paper supplied by our customers. As our business mix changes, the nature of products sold in a period can lead to offsetting increases and decreases in different expense categories.
Also affecting the comparability of results from year-to-year, is a $44.0 million loss in September 2004 from the termination of our leasehold interest in real estate properties, as previously discussed, as well as the inclusion of a $10.1 million insurance recovery in the net loss for the nine months ended September 30, 2003. This recovery represents a settlement to the legal proceeding arising from a life insurance policy which covered the former chairman of Vertis Holdings.
The following table summarizes our operating income, EBITDA, and significant items affecting comparability:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||
Operating income | $ | 25,383 | $ | 11,427 | $ | 69,872 | $ | 43,977 | |||||
EBITDA | 34 | 31,392 | 80,587 | 113,792 | |||||||||
(Income) expenses included in operating income and EBITDA: | |||||||||||||
Termination of leasehold interest | 43,958 | 43,958 | |||||||||||
Insurance recovery | (10,087 | ) | |||||||||||
Restructuring charges | 3 | 6,762 | 2,762 | 6,762 |
You should consider all of these factors in reviewing the discussion of our operating results.
27
The following table presents major components from our consolidated statements of operations and consolidated statements of cash flows.
|
Three months ended September 30, |
Nine months ended September 30, |
Percentage of Sales Three months ended September 30, |
Percentage of Sales Nine months ended September 30, |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
2004 |
2003 |
2004 |
2003 |
2004 |
2003 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|
|
|
|
|||||||||||||||
Net sales | $ | 411,565 | $ | 390,943 | $ | 1,195,961 | $ | 1,139,506 | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||
Costs of production | 321,774 | 305,957 | 933,039 | 889,236 | 78.2 | % | 78.3 | % | 78.0 | % | 78.0 | % | |||||||||
Selling, general and administrative | 45,231 | 46,092 | 133,724 | 136,362 | 10.9 | % | 11.8 | % | 11.3 | % | 12.0 | % | |||||||||
Restructuring charges | 3 | 6,762 | 2,762 | 6,762 | 0.0 | % | 1.7 | % | 0.2 | % | 0.6 | % | |||||||||
Depreciation and amortization of intangibles | 19,174 | 20,705 | 56,564 | 63,169 | 4.7 | % | 5.3 | % | 4.7 | % | 5.5 | % | |||||||||
Total operating costs | 386,182 | 379,516 | 1,126,089 | 1,095,529 | 93.8 | % | 97.1 | % | 94.2 | % | 96.1 | % | |||||||||
Operating income | $ | 25,383 | $ | 11,427 | $ | 69,872 | $ | 43,977 | 6.2 | % | 2.9 | % | 5.8 | % | 3.9 | % | |||||
Other data: | |||||||||||||||||||||
Cash flows provided by (used in) operating activities | $ | 13,668 | $ | (21,317 | ) | $ | 11,921 | $ | 45,988 | ||||||||||||
Cash flows provided by (used in) investing activities | 19,750 | (13,231 | ) | (5,940 | ) | (26,960 | ) | ||||||||||||||
Cash flows (used in) provided by financing activities | (39,680 | ) | 18,175 | (4,916 | ) | (17,092 | ) | ||||||||||||||
EBITDA | 34 | 31,392 | 80,587 | 113,792 | 0.0 | % | 8.0 | % | 6.7 | % | 10.0 | % |
EBITDA is included in this document as it is the primary measure we use to evaluate our performance. EBITDA, as we used it for this purpose, represents net (loss) income, plus
We present EBITDA to provide additional information regarding our performance and because it is the measure by which we gauge the profitability and assess the performance of our segments and the Company as a whole. EBITDA is not a measure of financial performance in accordance with GAAP. You should not consider it an alternative to net income as a measure of operating performance. Our calculation of EBITDA may be different from the calculation used by other companies and therefore comparability may be limited. A full quantitative reconciliation of EBITDA to its most directly comparable GAAP measure, net income (loss), is provided as follows:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||
Net income (loss) | $ | 14,322 | $ | (24,027 | ) | $ | (8,577 | ) | $ | (101,783 | ) | ||
Interest expense, net | 32,993 | 33,508 | 98,470 | 104,305 | |||||||||
Income tax (benefit) expense | (66,455 | ) | 1,206 | (65,870 | ) | 48,101 | |||||||
Depreciation and amortization of intangibles | 19,174 | 20,705 | 56,564 | 63,169 | |||||||||
EBITDA | $ | 34 | $ | 31,392 | $ | 80,587 | $ | 113,792 | |||||
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Results of OperationsThree and nine months ended September 30, 2004 compared to three and nine months ended September 30, 2003
Net Sales
Our net sales increased $20.7 million or 5.3% from $390.9 million in the third quarter of 2003 to $411.6 million in the third quarter of 2004. For the nine months ended September 30, 2004, our net sales were $1,196.0 million, a $56.5 million or 5.0% increase over net sales of $1,139.5 million for the comparable 2003 period. The increase in net sales reflects growth in our North America segment as well as increases in pass-through costs.
Net sales for Vertis North America increased $19.4 million or 5.4% in the third quarter of 2004 versus 2003, and $52.4 million or 5.0% in the nine months ended September 30, 2004 versus the comparable 2003 nine-month period. The increase in net sales of our North America segment was due to a number of factors, as discussed below.
Net sales for Vertis Europe increased $1.2 million or 3.9% in the third quarter of 2004 versus 2003, and $4.0 million or 4.0% in the nine months ended September 30, 2004 as compared to the comparable 2003 period. Excluding the impact of foreign exchange rate fluctuations, Vertis Europe's net sales were down $2.5 million or 7.9% in the third quarter of 2004 and $8.1 million or 8.0% in the nine months ended September 30, 2004. The declines were primarily in the premedia portion of the
29
business and reflect competitive pressure in the marketplace, as indicated by declining volume. Direct mail sales in Europe are also down slightly in both the three and nine months ended September 30, 2004 due to declines in volume and pricing.
Operating Expenses (Income)
For the third quarter of 2004, our consolidated costs of production increased $15.8 million, or 5.2%, from $306.0 million in 2003 to $321.8 million in 2004. Costs of production for the nine months ended September 30, 2004 increased $43.8 million or 4.9% from $889.2 million in 2003 to $933.0 million in 2004. These increases are primarily attributable to increases of $16.8 million and $51.9 million consisting of paper and ink consumed as well as contract services for the three and nine months ended September 30, 2004, respectively, as compared to 2003. Other costs of production decreased by $1.0 million and $8.1 million for the three and nine-month periods as compared to 2003. These amounts are attributable to lower costs of other materials used in production and lower labor costs, partially offset by increases in the cost of factory supplies, utilities and freight costs.
Selling, general and administrative expenses decreased $0.9 million, or 2.0%, from $46.1 million in 2003 to $45.2 million for the three months ended September 30, 2004. For the nine months ended September 30, 2004, selling, general and administrative expenses decreased $2.7 million, or 2.0%, from $136.4 million in 2003 to $133.7 million in 2004. The changes reflect lower staffing costs in both the three and nine-month periods. On a year-to-date basis, the lower staffing costs were partially offset by funds received in the second quarter of 2003 that were previously held in escrow and recorded as a reduction in legal fees. In 2004, selling, general and administrative expenses as a percentage of net sales were 10.9% for the third quarter, a 0.9 percentage point decrease as compared to 2003, and 11.3% for the nine months ended September 30, 2004, which represents a 0.7 percentage point decrease as compared to 2003.
Restructuring charges for the nine months ended September 30, 2004 totaled $2.8 million. Vertis Europe recorded $1.5 million in severance costs in the nine months ended September 30, 2004, all of which took place in the second quarter, related to headcount reductions of 176 employees. Vertis North America recorded $1.2 million in restructuring costs in the nine months ended September 30, 2004. These costs consist of $0.7 million in severance costs due to headcount reductions of approximately 50 employees and $0.5 million in facility closure costs. In the nine months ended September 30, 2003, Vertis North America recorded $1.5 million in severance costs due to headcount reductions of 118 employees and $5.3 million in facility closure costs related to the closure of three facilities. There were no restructuring costs recorded for Vertis Europe in the nine months ended September 30, 2003.
Operating income amounted to $25.4 million for the three months ended September 30, 2004, an increase of $14.0 million, or greater than 100%, compared to operating income of $11.4 million in the comparable 2003 period. For the nine months ended September 30, 2004, operating income amounted to $69.9 million, an increase of $25.9 million or 58.9% versus the comparable 2003 period. The improvements in operating income are attributable to the noted increases in net sales, the noted variances in costs and decreases of $1.5 million and $6.6 million in depreciation and amortization expense for the three and nine months ended September 30, 2004, respectively. As a percentage of net sales, operating income increased 3.3 percentage points to 6.2% for the three months ended September 30, 2004 and 1.9 percentage points to 5.8% for the nine months ended September 30, 2003.
Other Expenses (Income)
Interest expense, net decreased $0.5 million in the quarter ended September 30, 2004 and $5.8 million in the nine months ended September 30, 2004 as compared to 2003. The interest expense for the nine months ended September 30, 2003 included deferred financing fees of $11.0 million that were fully amortized in connection with the retirement of the term loans (see "Debt Financing" below).
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Offsetting this decrease is interest expense of $5.4 million for the nine months ended September 30, 2004, which is attributable to the issuance of $350.0 million 93/4% notes in June 2003, which carried a higher interest rate than the debt that was retired (see "Debt Financing" below).
Other, net increased by $43.8 million and $52.5 million in the three and nine months ended September 30, 2004, respectively, as compared to the relative 2003 periods. The increase in the third quarter is primarily attributable to the $44.0 million loss from the termination of our leasehold interest in real estate properties (see "Executive Summary" above). Additionally, fees associated with the A/R Facility (see "Off-Balance Sheet Arrangements" below) increased by $0.1 million offset by a $0.3 million increase in the gain on sale of property, plant and equipment. The increase for the nine-month period is the result of the $44.0 million loss as well as a $10.1 million insurance recovery received in February 2003 from a settlement to the legal proceeding arising from a life insurance policy which covered the former Chairman of Vertis Holdings, Inc. Offsetting these amounts is a decline of $1.1 million related to the adjustment to record the change in the interest rate swap agreement (see Note 9 to the condensed consolidated financial statements) and a $0.6 million decrease in the loss recorded from the sale of property, plant and equipment.
Net Income and Loss
Net income for the three months ended September 30, 2004 was $14.3 million, an increase of $38.3 million, or greater than 100%, as compared to a net loss of $24.0 million for the three months ended September 30, 2003. For the nine months ended September 30, 2004, the net loss was $8.6 million, a decrease in loss of $93.2 million or 91.6%, compared to a net loss of $101.8 million for the comparable 2003 period. Included in the 2004 three and nine-month net income/loss is the $44.0 million loss from the termination of our leasehold interest in real properties offset by a $66.7 million tax benefit related to the loss. The 2003 nine-month net loss includes a $48.8 million non-cash tax provision recorded in June 2003 to provide a valuation allowance against previously recorded deferred tax benefits related to net operating loss carryforwards, offset by a $10.1 million insurance recovery received in February 2003. Excluding all of these items, net loss for the third quarter decreased $15.6 million or 64.8% from 2003 and the net loss for the nine months ended September decreased $31.7 million or 50.3% from 2003. The decrease in net loss is a result of the aforementioned changes in net sales and costs.
Segment Performance
Set forth below is a discussion of the performance of our business segments based on EBITDA, which is the measure reported to our chief operating decision makers for the purpose of assessing the performance of the segment. A tabular reconciliation of segment EBITDA to the directly comparable consolidated GAAP measure, net (loss) income, in accordance with Financial Accounting Standards Board ("FASB") Statement No. 131, "Disclosure about Segments of an Enterprise and Related Information", is contained in the notes to our consolidated financial statements included elsewhere herein.
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At Vertis North America, EBITDA amounted to $46.4 million for the quarter ended September 30, 2004, an increase of $13.9 million, or 42.8%, compared to $32.5 million in the comparable 2003 period. EBITDA for the nine months ended September 30, 2004 was $129.8 million, an increase of $25.8 million or 24.8% from $104.0 million of EBITDA for the nine months ended September 30, 2003. The increase reflects volume growth and other factors contributing to the increase in net sales, as discussed above, and lower costs including selling, general and administrative and restructuring costs.
At Vertis Europe, an EBITDA loss of $0.2 million for the three months ended September 30, 2004, represents a decrease of $1.4 million as compared to EBITDA of $1.2 million in the comparable prior year. EBITDA for the nine months ended September 30, 2004 was $1.5 million, a decrease of $4.9 million or 76.6% from $6.4 million for the nine months ended September 30, 2003. The decrease reflects the decline in sales, as previously discussed, and $1.5 million of restructuring costs incurred in the second quarter of 2004.
Liquidity and Capital Resources
Sources of Funds
We fund our operations, acquisitions and investments with internally generated funds, revolving credit facility borrowings, sales of accounts receivable, and issuances of debt.
We believe that the facilities in place, as well as our cash flows, will be sufficient to meet operational needs (including capital expenditures and restructuring costs) for the next twelve months and beyond. At September 30, 2004, we had approximately $95.3 million available to borrow under our revolving credit facility. There can be no assurance, however, that our operations will generate sufficient cash flows or that we will always be able to refinance our current debt. In the event we are unable to obtain sufficient financing, we would pursue other sources of funding such as debt offerings by Vertis Holdings, equity offerings by us and/or Vertis Holdings or asset sales.
On September 14, 2004, we entered into a termination and release agreement whereby we terminated our leasehold interest in five real estate properties located in Austria. As a result of this transaction, we received net proceeds of approximately $31 million, after transaction expenses. These proceeds were applied against our revolving credit facility.
Items that could impact our liquidity are described below.
Contractual Obligations
Except for the increase in our revolving credit facility, discussed in Note 9 to the condensed consolidated financial statements, our contractual obligations have not materially changed from those included in our Annual Report on Form 10-K for the year ended December 31, 2003.
The Company has contracts covering the purchases of ink and press supplies, i.e. plates, blankets and solutions. These contracts, which range from 1 to 8 years in length, include target minimum quantities and prices. All of these agreements allow for shortfalls of purchase minimums to be made up over the life of the contract. In addition, each of the agreements allows for the reduction in obligations for a decline in volume experienced by Vertis, and all have competitive pricing clauses, whereby suppliers' prices must remain competitive in the market or the purchase minimums can be adjusted. Because of these variable factors, the amounts are not considered contractual obligations for the purposes of this disclosure.
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Debt Financing
In 2003, we issued $350.0 million of senior secured second lien notes with an interest rate of 93/4% (the "93/4% notes") and maturity date of April 1, 2009. After deducting the initial purchasers discount and transaction expenses, the net proceeds received by us from the sale of these notes were $330.3 million. We used these net proceeds to pay off $267.9 million remaining on the term loans outstanding under our senior credit facility and $62.4 million of our revolving credit facility.
In 2002, we had also issued $350.0 million of 107/8% senior unsecured notes (the "107/8% notes") with a maturity date of June 15, 2009.
Our revolving credit facility, the outstanding 93/4% notes due April 1, 2009, the outstanding 107/8% notes due June 15, 2009, and the outstanding 131/2% senior subordinated notes due December 7, 2009 all contain customary high-yield debt covenants imposing limitations on the payment of dividends or other distributions on or in respect of our capital stock. Substantially all of our assets are pledged as collateral for the outstanding debt under our senior credit facility. All of our debt has customary provisions requiring prepayment in the event of a change in control and from the proceeds of asset sales, as well as cross-default provisions. In addition, our debt agreements have customary provisions requiring prepayment from the proceeds of issuances of debt and equity securities, and financial covenants that require us to maintain specified financial ratios.
The existing ratio requirements under our debt agreements are as follows: The consolidated net interest coverage ratio is the ratio of EBITDA to net interest expense, which is required to be, at a minimum, 1.50 to 1.00. At September 30, 2004, our net interest coverage ratio is calculated as 1.59 to 1.00. The leverage ratio is the ratio of consolidated debt to EBITDA, which must not exceed 6.50 to 1.00. At September 30, 2004, our leverage ratio is calculated as 6.01 to 1.00. The senior secured leverage ratio is the ratio of senior secured debt to EBITDA, which must not exceed 2.00 to 1.00. Our senior secured leverage ratio, as calculated at September 30, 2004, is 1.08 to 1.00. The amounts of EBITDA and net interest expense used in the preceding ratio calculations are not equivalent to the amounts included in this document, but rather are amounts calculated as set forth in the senior credit facility agreement. The agreement also sets forth that the net interest coverage ratio and the leverage ratio decline over time. The changes in the ratio requirements are summarized, as follows:
Changes in Financial Ratios Requirements
|
Quarter Ended, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
December 31, 2004 |
March 31, 2005 |
December 31, 2005 |
March 31, 2006 |
December 31, 2006 |
March 31, 2007 |
June 30, 2007 and thereafter |
|||||||
Leverage ratio | 6.25 to 1.00 | 6.00 to 1.00 | 6.00 to 1.00 | 5.75 to 1.00 | 5.50 to 1.00 | 5.25 to 1.00 | 5.00 to 1.00 | |||||||
Net interest coverage ratio | 1.50 to 1.00 | 1.50 to 1.00 | 1.60 to 1.00 | 1.60 to 1.00 | 1.60 to 1.00 | 1.70 to 1.00 | 1.70 to 1.00 |
Our net interest coverage ratio must not be less than the required ratio at the end of any quarter as specified above. The leverage ratio must not exceed the required ratio at any time during a fiscal quarter as specified above. The required senior secured leverage ratio remains the same throughout the remainder of the term of the debt agreements. If we are unable to maintain these financial ratios, the bank lenders could require us to repay any amounts owing under the revolving credit facility. At September 30, 2004, we were in compliance with our debt covenants.
While we currently expect to be in compliance in future periods, there can be no assurance that these financial covenants will continue to be met. Based upon the latest estimates for the balance of 2004 and for 2005, we believe we will be in compliance for the next twelve months. For further information on our long-term debt, see Note 9 to the consolidated financial statements included elsewhere in this document.
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Off-Balance Sheet Arrangements
In December 2002, we entered into a three-year agreement (the "A/R Facility"), terminating in November 30, 2005, to sell substantially all trade accounts receivables generated by subsidiaries in the U.S. through the issuance of $130.0 million variable rate trade receivable backed notes.
The A/R Facility allows for a maximum of $130.0 million of trade accounts receivable to be sold at any time based on the level of eligible receivables. Under the A/R Facility, we sell our trade accounts receivable through a bankruptcy-remote wholly-owned subsidiary. However, we maintain an interest in the receivables and have been contracted to service the accounts receivable. We received servicing fees of $2.4 million in both the nine months ended September 30, 2004 and 2003, respectively. These proceeds are fully offset by servicing costs.
At September 30, 2004 and December 31, 2003, accounts receivable of $110.9 million and $122.5 million, respectively, had been sold under the facilities and, as such, are reflected as reductions of accounts receivable. At September 30, 2004 and December 31, 2003, we retained an interest in the pool of receivables in the form of overcollateralization and cash reserve accounts of $45.6 million and $53.2 million, respectively, which is included in Accounts receivable, net on the balance sheet at allocated cost, which approximates fair value. The proceeds from collections reinvested in securitizations amounted to $1,108.1 million and $1,061.2 million in the nine months ended September 30, 2004 and 2003, respectively.
Fees for the program under the facilities vary based on the amount of interests sold and the London Inter Bank Offered Rate ("LIBOR") plus an average margin of 90 basis points. The loss on sale, which approximated fees, totaled $2.0 million for both the nine months ended September 30, 2004 and 2003, respectively, and is included in Other, net.
We have no other off-balance sheet arrangements that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses.
Working Capital
Our current liabilities exceeded current assets by $34.7 million at September 30, 2004 and by $60.6 million at December 31, 2003. This represents an increase in working capital of $25.9 million for the nine months ended September 30, 2004. The excess of current liabilities over current assets reflects the impact of accounts receivable sold under the A/R Facility. We use the proceeds from those accounts receivable sales to reduce long-term borrowings under our revolving credit facility. After the sale of all trade accounts receivable, however, we still retain an interest in the receivables in the form of over-collateralization and cash reserve accounts, and we have been contracted to service the receivables. Therefore, if we add back the accounts receivable of $110.9 million and $122.5 million sold under the A/R Facility as of September 30, 2004 and December 31, 2003, respectively, and reflect the offsetting increase in long-term debt as if the A/R Facility were not in place, our working capital at September 30, 2004 and December 31, 2003 would have been $76.2 million and $61.9 million, respectively. The ratio of current assets to current liabilities as of September 30, 2004 was 0.89 to 1 (1.24 to 1, excluding the impact of the A/R Facility) compared to 0.81 to 1 as of December 31, 2003 (1.19 to 1, excluding the impact of the A/R Facility).
The increase in working capital was due primarily to fluctuations in operating assets and liabilities, mainly accounts receivable and accounts payable, offset by an increase in accrued interest. Accounts payable decreased from the prior year due mostly to the timing of vendor payments. Accrued interest on the majority of our debt was paid in December 2003, and is coming due again in the fourth quarter of 2004.
Summary of Cash Flows
Cash Flows from Operating Activities
Net cash provided by operating activities in the nine months ended September 30, 2004 decreased by $34.1 million from the comparable 2003 level. Adjusted for the increase (decrease) in outstanding checks drawn on controlled disbursement accounts, which are classified as a financing activity, net cash provided by operating activities decreased by $45.7 million in 2004. This is largely a result of the change in net loss and the timing of payments and collection of receivables.
Cash Flows from Investing Activities
Net cash used for investing activities in the nine months ended September 30, 2004 decreased by $21.0 million from the 2003 level, primarily due to proceeds of approximatly $31 million received from
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the termination of our leasehold interest in real estate properties (see "Sources of Funds" above) offset by a $10.1 million increase in capital expenditures largely due to the timing of capital spending.
Cash Flows from Financing Activities
In the nine months ended September 30, 2004, net cash used in financing activities decreased by $12.2 million as compared to 2003. This decrease primarily relates to the transactions in 2003 surrounding the issuance of the 9 3/4% notes and the write-off of deferred financing fees subsequent to the transaction.
Other Factors
We have approximately $178.7 million of federal net operating losses available to carry forward as of September 30, 2004. This amount represents a reduction of $127.6 million from the $306.3 million that was available at December 31, 2003. This reduction relates to transactions undertaken by the Company in 2004, including the termination of our leasehold interest in real estate properties as mentioned above. The carryforwards expire beginning in 2005 through 2024. In September 2004, the valuation allowance was reduced by $44.7 million to $29.7 million as a result of the leasehold termination. The valuation allowance reserves a portion of the net operating losses and tax credit carryforwards that may not be offset by reversing taxable temporary differences. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal.
Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Qualitative Information
Our primary exposure to market risks relates to interest rate fluctuations on variable rate debt, which bears interest at both the Prime rate and the LIBOR rate. Generally, our exposure to foreign currency exchange rate fluctuations is immaterial as foreign operations are a small proportion of the total company and foreign currency borrowings act as a natural hedge against fluctuations in net asset values.
The objective of our risk management program is to seek a reduction in the potential negative earnings effects from changes in interest and foreign exchange rates. To meet this objective, consistent with past practices, we intend to vary the proportions of fixed-rate and variable-rate debt based on our perception of interest rate trends and the marketplace for various debt instruments. Except for those we have used in previous periods to meet hedging requirements in our credit facility, we generally do not use derivative financial instruments in our risk management program. This practice may change in the future as market conditions change. We do not use any derivatives for trading purposes.
Quantitative Information
At September 30, 2004, 16.6% of our long-term debt held a variable interest rate (including off-balance sheet debt related to the A/R Facility, the fees on which are variable).
If interest rates increased 10%, the expected effect related to variable-rate debt would be to increase net loss for the twelve months ended September 30, 2004 by approximately $1.1 million.
For the purpose of sensitivity analysis, we assumed the same percentage change for all variable-rate debt and held all factors constant. The sensitivity analysis is limited in that it is based on balances outstanding at September 30, 2004 and does not provide for changes in borrowings that may occur in the future.
Item 4. CONTROLS AND PROCEDURES
We have carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-14(c) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of September 30, 2004. No significant changes were made in our internal controls or in other factors that could significantly affect these controls during the fiscal quarter ended September 30, 2004.
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Item 1. LEGAL PROCEEDINGS
Certain claims, suits and complaints (including those involving environmental matters) which arise in the ordinary course of our business have been filed or are pending against us. We believe, based upon the currently available information, that all the results of such proceedings, individually, or in the aggregate would not have a material adverse effect on our consolidated financial condition or results of operations.
Item 5. OTHER INFORMATION
Forward Looking Statements
We have included in this quarterly report on Form 10-Q, and from time to time our management may make, statements which may constitute "forward-looking statements" within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You may find discussions containing such forward-looking statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as within this quarterly report generally. In addition, when used in this quarterly report, the words "believes," "anticipates," "expects," "estimates," "plans," "projects," "intends" and similar expressions are intended to identify forward-looking statements. These forward-looking statements include statements other than historical information or statements of current condition, but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in our specific forward-looking statements include, but are not limited to those discussed in our annual report on Form 10-K dated March 5, 2004, under "Certain Factors That May Affect Our Business" as well as:
Consequently, readers of this quarterly report should consider these forward-looking statements only as our current plans, estimates and beliefs. We do not undertake and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We undertake no obligation to update or revise any
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forward-looking statement in this document to reflect any new events or any change in conditions or circumstances. All of the forward-looking statements in this document are expressly qualified by these cautionary statements. Even if these plans, estimates or beliefs change because of future events or circumstances after the date of these statements, or because anticipated or unanticipated events occur, we disclaim any obligation to update these forward-looking statements.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 31.1 Certification of Donald E. Roland, Chief Executive Officer, dated October 29, 2004, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Dean D. Durbin, Chief Financial Officer, dated October 29, 2004, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of the Donald E. Roland, Chief Executive Officer, dated October 29, 2004, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Dean D. Durbin, Chief Financial Officer, dated October 29, 2004, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
On July 29, 2004, Vertis, Inc. filed a Current Report on Form 8-K reporting its earnings for the three and six months ended June 30, 2004.
On September 16, 2004, Vertis, Inc. filed a Current Report on Form 8-K announcing that it had entered into a termination and release agreement resulting in the termination of its leasehold interest in real estate properties in Austria.
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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.
VERTIS, INC. | ||
/s/ Donald E. Roland Donald E. Roland, Chairman, President and Chief Executive Officer |
||
/s/ Dean D. Durbin Dean D. Durbin Chief Financial Officer |
Date: October 29, 2004
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EXHIBIT NO. |
DESCRIPTION |
|
---|---|---|
31.1 | Certification of Donald E. Roland, Chief Executive Officer, dated October 29, 2004, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Dean D. Durbin, Chief Financial Officer, dated October 29, 2004, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Donald E. Roland, Chief Executive Officer, dated October 29, 2004, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Dean D. Durbin, Chief Financial Officer, dated October 29, 2004, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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