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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER
333-45235
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PERRY JUDD'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0365965
(State of Incorporation) (IRS Employer Identification
Number)
575 WEST MADISON STREET, WATERLOO, 53594
WISCONSIN
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 920-478-3551
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
As of March 26, 1999 there were 860,010 shares of Registrant's Common Stock
outstanding, par value $.001 per share. There is no established public trading
market for the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Registration on Form S-4 filed on January 30,
1998 are incorporated by reference in Part IV of this Annual Report on Form 10-K
where indicated.
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INDEX
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PART 1
ITEM 1. Business........................................................ 1
ITEM 2. Properties...................................................... 11
ITEM 3. Legal Proceedings............................................... 11
ITEM 4. Submission of Matters to a Vote of Security Holders............. 11
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters....................................................... 12
ITEM 6. Selected Financial Data......................................... 12
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................... 13
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk...... 17
ITEM 8. Financial Statements and Supplementary Data..................... 17
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.......................................... 17
PART III
ITEM 10. Directors and Executive Officers of the Registrant.............. 18
ITEM 11. Executive Compensation.......................................... 20
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.................................................... 25
ITEM 13. Certain Relationships and Related Transactions.................. 26
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K........................................................... 27
EXHIBIT INDEX........................................................... 28
SIGNATURES.............................................................. 29
FINANCIAL STATEMENTS.................................................... F-1 to F-19
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This annual report on Form 10-K includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements of fact, including statements of historical fact, may contain
forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe," or "continue" or the
negative thereof or variations thereon or similar terminology. Such
forward-looking statements are based upon information currently available in
which the Company's management shares its knowledge and judgement about factors
that they believe may materially affect the Company's performance. The Company
makes the forward-looking statements in good faith and believes them to have a
reasonable basis. However, such statements are speculative, speak only as of the
date made and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results could vary materially
from those anticipated, estimated or expected. Factors that might cause actual
results to differ materially from those in such forward-looking statements
include, but are not limited to, those discussed in Item 1. "Business--Risk
Factors" and Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations." All subsequent written and oral statements
that the Company makes are qualified in their entirety by these Risk Factors.
Readers are urged to carefully review and consider disclosures made in this
and other reports that the Company files with the Securities and Exchange
Commission that discuss factors germane to the Company's business.
PART I
ITEM 1. BUSINESS.
GENERAL
Unless the context otherwise provides, all references in this Annual Report
to the "Company" includes Perry Judd's Holdings, Inc., (formerly known as
Perry-Judd's Incorporated and PPC Holdings, Inc.) and its subsidiaries,
including Perry Judd's Incorporated ("Perry Judd's"), Judd's Online, Inc. and
Heartland Press, Inc. (see "Recent Developments"); and all references to Perry
Judd's shall include its former subsidiaries: Judd's Incorporated ("Judd's"),
Judd & Detweiler, Inc., Mount Jackson Press, Inc., Shenandoah Valley Press, Inc.
("Shenandoah Valley"), and Port City Press, Inc. ("Port City").
The Company is a leading multi-regional printer of magazines, catalogs, and
other commercial products. Its printing facilities are strategically located in
the Midwest and Mid-Atlantic regions, with each plant having state-of-the-art,
integrated prepress, press, binding and distribution capabilities. The Company
services regional and national customers through sales offices in 13 cities
nationwide. Management believes the Company has established a reputation for
high quality products and superior customer service, which have resulted in
long-standing customer and supplier relationships. The Company manages the total
prepress, print, and distribution processes to provide value-added solutions
that reduce customer costs or assist customers in increasing revenues.
On December 16, 1997, the Company completed the acquisition of Judd's, which
is a short-to-medium run printer servicing the magazine, commercial and
technical books sectors. The financial and other information included in this
Annual Report includes the operations of Judd's since the date of the
acquisition.
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The Company operates primarily in one business segment--printing services.
The following table presents the percentage of total revenue contributed by each
market sector during the past three fiscal years.
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1998 1997 1996
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Magazines..................................................... 53% 45% 42%
Catalogs...................................................... 32% 43% 43%
Other......................................................... 15% 12% 15%
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TOTAL: ................................................... 100% 100% 100%
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Substantially all of the Company's sales are based upon customer
specifications. A significant amount of the Company's sales are made pursuant to
term contracts with its customers, with the remainder made on an order-by-order
basis. One of the Company's customers, Time, Inc., accounted for more than 15.5%
of the Company's consolidated revenues during 1998. In the opinion of
management, the loss, at substantially the same time, of all of the business
provided by this customer would have material adverse effect on the Company. No
other customer accounted for more than 10% of the Company's consolidated
revenues for 1998. See "Business--Recent Developments--Loss of Key Customers and
Related Employee Layoffs."
MARKET SECTORS
MAGAZINES. The Company believes that it is the eighth largest printer of
magazines in the United States. The Company's principal competitors in magazines
consist of five diversified printing companies. The Company's magazine customers
include some of the largest and most established publishers in a diverse range
of market categories. The Company believes that established publications are the
most likely to have a continuing and improving market presence. Additionally,
the popularity of these magazines makes them less susceptible to cyclical
downturns in advertising spending, which the Company believes provides it with
an advantage over competitors whose customers may be more susceptible to such
downturns.
Substantially all of the Company's magazine printing is performed under
contracts, the majority of which have remaining terms ranging from one to six
years. The Company's strong relationships with its magazine customers have
historically enabled it to extend most of its magazine contracts beyond their
initial expiration dates. The Company's relationships with its top ten magazine
customers averages more than 17 years.
CATALOGS. The Company believes that it is the seventh largest printer of
catalogs in the United States. The Company's key competitors in the catalog
market consist of four diversified commercial printers whose facilities enable
them to compete in the national market and smaller local and regional printers
who compete for regional business. In addition, the Company's
business-to-business catalog printing work spans a broad range of industries
including the computer, home and office furniture, office products and
industrial safety products industries. Consistent with industry practice, the
Company performs most of its catalog printing under short-term agreements with
its customers.
OTHER COMMERCIAL PRINTING. The Company also produces a variety of specialty
commercial products such as magazine inserts, calendars, and general advertising
products. These commercial products enable the Company to optimize capacity
utilization by supplementing its magazine and catalog business. Additionally,
the Company had produced a variety of information-intensive professional and
technical journals, reference books and business directories, through its Port
City subsidiary, which the Company sold on September 2, 1998.
NEW MEDIA SERVICES. In recent years, the Company has developed a variety of
multimedia, on-line and content repurposing products and services (collectively,
the "New Media Services"), and the Company
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believes it is among the industry leaders in providing its customers with
innovative, creative applications of such technologies to add value to their
businesses.
The New Media Services began as the Company became involved in the
development and management of Internet websites to enhance its traditional
printing capabilities and as a natural extension and expansion of its customer
relationships. The Company provides interactive web-site development, tracking,
analysis and reporting services to publishers and direct-marketers desiring to
complement ink-on-paper magazine products with on-line, brand-based products and
services and to take advantage of marketing and sales opportunities in
electronic commerce.
In addition, the Company's experience and reputation for building effective
interactive web-sites and creative electronic commerce solutions has expanded
its customer base for its New Media Services to non-publishing customers. The
Company is a Microsoft-certified provider of web-site development services, and
management intends to continue to develop innovative multimedia products and
services for publishing, direct-marketing and non-publishing customers,
including current projects to develop website advertising and electronic
commerce.
PREPRESS
In each of its facilities, the Company provides a full range of prepress
services and equipment utilizing the latest technology, answering the demand for
high quality, 24-hour preparatory services. The Company's prepress services
include conventional preparatory services, (such as typesetting, proofreading,
color separation, production of platemaking film, imposition, and platemaking)
as well as state-of-the-art computer-to-plate technology. The Company has made
significant investments in transforming its prepress operations from
labor-intensive to equipment- and system-intensive processes, including the
introduction of electronic prepress capabilities enabling the Company to
receive, create and process pages electronically and to utilize automated
platemaking equipment.
PRESS ROOM
The Company offers its customers state-of-the-art heatset web offset press
capabilities at each of its printing facilities. The Company has invested in
wide web press technology which represents a substantial capital commitment
matched by only a small number of well-capitalized printers. Wide web presses
generate a significant cost savings on longer press runs. Other specialized
press capabilities include short cut-off and gapless presses, which reduce paper
waste, and 5-color presses which are used to print covers. The Company's presses
can print on lower-cost paper stocks and certain presses incorporate folders to
produce tabloid- and digest-size publications. The Company has both high-speed
presses best suited for longer runs and other presses with shorter makeready
times which are better suited for short runs. Management believes its printing
operations have the consistent high quality reproduction, low paper waste,
flexibility, and dependability that is required by the Company's customers.
BINDING AND FINISHING
The Company has invested significant capital to install high-speed,
automated binding and finishing equipment. Printed products requiring finishing
are either saddle bound (stapled) or perfect bound (square back with adhesive).
The Company's finishing services include blow-in-cards, polybagging, tipping,
and tabbing.
Among the most significant recent technological advances currently employed
by the Company are ink-jet addressing and geo-demographic selective binding (on
both a regional and specific carrier route basis). All of the Company's magazine
and catalog binding equipment have ink-jet capabilities and partial or fully
selective systems. During the binding process, a product's content can be
modified to include or exclude certain materials using technologies that enable
a magazine publisher or catalog merchant to customize and personalize its market
by sending the same basic magazine or catalog to all consumers while inserting
different advertisements, messages, prices or product offerings, depending upon
the geographic and demographic characteristics of the individual customer or
subscriber.
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Ink-jet personalizing is increasingly being used by many publishers and
catalogers. Ink-jet addressing eliminates the additional printing of paper
labels and improves mailing addressing efficiency, and allows both the cover and
the order form to be labeled and to contain customer coding information.
Furthermore, as magazine and catalog publishers continue to look for methods to
increase the level of personalization, the ink-jet process is being used more
frequently to add personal messages, specific inserts to frequent buyers, or
unique coding information for order entry.
DISTRIBUTION
Distribution is a key element in the production process to effectively
manage delivery costs, and the Company provides its customers with
state-of-the-art distribution and mail list services. The distribution services
provided by the Company include multiple entry point analysis, pool shipping,
drop shipping, load planning, over-the-road and rail services,
mailing/distribution consultation, freight tracking, co-mailing analysis, mail
tracking, ink-jet formatting and ink-jet tape processing.
The Company provides a number of mail list services which are designed to
improve deliverability and minimize shipping costs. Many mail list services are
integrated into the finishing operation, reducing the need for redundant
handling. These services include merging multiple lists and purging duplication,
formatting the tapes or optical disks which run the finishing controller,
isolating undeliverable addresses due to faulty zip codes, correcting zip codes,
creating postnet barcoding, and sorting files to support customers' mailing
strategies. Additionally, the mail list services can be used to select names to
target a specific audience for a particular publication or catalog. The Company
is also able to merge lists of names for the same customer or to co-mail
catalogs and magazines of different customers to achieve increased postal
presort discounts. Management believes smaller competitors either cannot offer
these services or can only offer them in a more limited way.
By integrating the mail list services with its distribution services, the
Company maximizes postal discounts for its customers through achieving optimum
presort savings and automation discounts, as well as ensuring on-time delivery.
Due to its large shipping volume, the Company's plants are designated postal
distribution centers, each with full-time postal employees. The Company's volume
and strategic locations enable it to ship directly to U.S. Postal Service
sectional center facilities, thus providing postal discounts and more timely
delivery for its customers. The Company believes its distribution capabilities
and favorable distribution locations provide a competitive advantage.
COMPETITION
The Company competes in each of its market segments on the basis of price,
quality, range of services offered, distribution capabilities, ability to
service the specialized needs of customers, availability of printing time on
appropriate equipment and use of state-of-the-art technology.
The Company's competitors in the magazine and catalog printing market
consist of diversified printing companies who have facilities sufficient to
compete in the national market, along with various local or regional printers
with less extensive facilities who compete for local or regional business. The
Company's key competitors in these markets include R.R. Donnelley & Sons,
Quebecor Printing, World Color Press, Quad/Graphics, Banta Corp. and Brown
Printing.
RAW MATERIALS
Paper and ink are the primary direct materials used by the Company.
Generally, direct material costs are passed on to the customer.
The primary raw material used by the Company in its operation is paper. In
1998, the Company's customers supplied approximately two-thirds of the paper
used in the printing process, and the Company supplied approximately one-third.
The cost of paper is a principal factor in the Company's manufacturing costs and
pricing to certain customers and consequently the cost of paper and the
proportion of paper supplied by customers significantly affects the Company's
net sales and cost of sales. The Company is generally able to pass increases in
the cost of paper to its customers, while declines in paper costs generally
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result in lower prices to customers. Fluctuations in paper costs result in
corresponding fluctuations in the Company's net sales, but typical fluctuations
generally have not affected volume or profits to any significant extent.
However, sharp increases in paper prices and related reduction in print
advertising programs are more likely to adversely affect volumes and profits.
The Company believes that its relationships with its paper suppliers are strong,
and that it has adequate allocations with its suppliers for its customers'
needs.
The Company supplies all of the ink used by its customers and has strong
relationships with its suppliers. The Company believes that there are adequate
sources of supply for ink and that its relationships with its suppliers yield
improved quality, pricing and overall services to its customers. See "Certain
Relationships and Related Party Transactions."
SEASONALITY
The Company experiences seasonal fluctuations, with generally higher sales
and working capital in the second half of the fiscal year. The Revolving Credit
Facility has an aggregate commitment of $45.0 million, all of which was
available for future working capital and other general corporate purposes as of
December 31, 1998.
REGULATORY COMPLIANCE
The Company is subject to regulation under various federal, state, and local
laws relating to the environment and to employee health and safety. These
environmental regulations relate to the generation, storage, transportation,
handling, disposal, and emission into the environment of various substances.
Permits are required for operation of the Company's business and these permits
are subject to renewal, modification and, in certain circumstances, revocation.
The Company is also subject to regulation under various federal, state and local
laws which allow regulatory authorities to compel (or seek reimbursement for)
cleanup of environmental contamination, if any, at the Company's own sites and
at facilities where its waste is or has been disposed. The Company has internal
controls and personnel dedicated to compliance with all applicable environmental
and employee health and safety laws. The Company expects to incur ongoing
capital and operating costs and administrative expenses to maintain compliance
with applicable environmental laws. The Company cannot predict the environmental
or employee health and safety legislation or regulations that may be enacted in
the future or how existing or future laws or regulations will be administered or
interpreted. Compliance with new laws or regulations, as well as more vigorous
enforcement policies of the regulatory agencies or stricter interpretation of
existing laws, may require additional expenditures by the Company, some or all
of which may be material, however the Company is not currently aware of any
environmental or employee health or safety matter which could have a material
adverse effect upon the Company's competitive or consolidated financial
position.
TRADE NAMES AND TRADEMARKS
The Company owns certain trade names and trademarks used in its business,
none of which it believes are material.
RESEARCH AND DEVELOPMENT
Suppliers of equipment and materials used by the Company perform most of the
research and development related to the printing industry. Accordingly, the
Company has not spent a material amount of resources for such purposes. The
Company does, however, dedicate significant resources to improving its operating
efficiencies and the services it provides to its customers. In an effort to
realize increased efficiencies in its printing processes, the Company has made
significant investments in state-of-the-art equipment, including new press and
binding technology, digital photography, computer-to-plate and digital
processing technology, and real-time product quality monitoring systems.
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EMPLOYEES
As of December 31, 1998, the Company had approximately 2,200 employees, of
which approximately 575 or 26% were represented by unions. All union employees
are employed at the Company's Waterloo plant. As of March 1, 1999, approximately
235 of such union employees were covered under several different labor contracts
which expire in 2001. The Company is currently engaged in collective bargaining
negotiations with representatives of Southern Wisconsin Local 577M of the
Graphic Communications International Union, representing approximately 340
binding and finishing employees at the Company's Waterloo plant (the "GCIU
Employees"). The GCIU Employees are currently working at the Company pursuant to
a collective bargaining agreement which expired on June 30, 1998. Negotiations
between the Company and the GCIU Employees primarily involve wages and a new
worker scheduling plan which the Company believes is needed to improve
recruitment and retention of new employees required for current and new volume.
On March 22, 1999, the GCIU Employees, by a substantial majority, voted not to
approve the Company's most recent offer. The Company informed the GCIU Employees
before the vote that the offer was the Company's final contract offer. The offer
was submitted for a vote to the GCIU Employees by their leadership with a
recommendation that the GCIU Employees not approve it. While there is no
assurance that the Company and the GCIU Employees will reach agreement on a new
collective bargaining agreement, the Company believes it will reach an agreement
with the remaining union employees during 1999. The Company believes that it has
satisfactory employee and labor relations. However, as a result of the
unresolved negotiations with GCIU Employees, and the recent loss of two major
customers, the Company has commenced laying off employees in its Waterloo Plant,
and expects that the number of employees affected will be significant. See
"Business--Risk Factors-- Risk of Work Stoppage; Business--Recent
Developments--Loss of Key Customers and Related Employee Layoffs; Management's
Discussion and Analysis of Financial Condition and Results of Operations--Recent
Developments."
RECENT DEVELOPMENTS
ACQUISITION OF HEARTLAND PRESS, INC.
On February 1, 1999, the Company acquired all of the issued and outstanding
capital stock of Heartland Press, Inc. for approximately $15.6 million in cash.
In addition, the Company assumed approximately $6.8 million of Heartland Press's
indebtedness, all of which was paid in full upon consummation of the
acquisition. Heartland Press, Inc., located in Spencer, Iowa, is a printer of
magazines, catalogs, and other publications. As of year end 1998, Heartland
Press, Inc. employed approximately 184 employees.
LOSS OF KEY CUSTOMERS AND RELATED EMPLOYEE LAYOFFS
As a result of unresolved negotiations with the GCIU Employees at the
Company's Waterloo plant, two major customers of the Company, including Time,
Inc., have recently placed the printing and production of several weekly issues,
which were scheduled for production at the Waterloo plant, with competitors of
the Company. These publications accounted for approximately 10% of the Company's
consolidated revenues for 1998. Because of the loss of work, the Company has
commenced laying off employees in its Waterloo Plant, and expects that the
number of employees affected will be significant. See "Business--General;
Business--Employees; and Management's Discussion and Analysis of Financial
Condition and Results of Operations--Recent Developments."
RISK FACTORS
In addition to other information in this annual report on Form 10-K, the
following risk factors for the Company should be carefully considered. These
risks may impair the Company's results of operations and business prospects. The
risks set forth below and elsewhere in this annual report could cause actual
results to differ materially from those that the Company projects.
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RISK OF WORK STOPPAGE
The Company is currently engaged in collective bargaining negotiations with
representatives of Southern Wisconsin Local 577M of the Graphic Communications
International Union, representing approximately 340 binding and finishing
employees at the Company's Waterloo plant (the "GCIU Employees"). The GCIU
Employees are currently working at the Company pursuant to a collective
bargaining agreement which expired on June 30, 1998. Negotiations between the
Company and the GCIU Employees primarily involve wages and a new worker
scheduling plan needed to improve recruitment and retention of new employees
required for current and new volume. There is no assurance that the Company and
the GCIU Employees will reach agreement on a new collective bargaining
agreement, and there is no assurance that the GCIU Employees will not engage in
a work stoppage. Should the GCIU Employees engage in a work stoppage, even for a
short period of time, the Company believes that its business and operations will
be materially adversely affected due to the immediate loss of time-critical
customers, some of whom the Company believes will not do business with the
Company after the end of the work stoppage. The Company has recently lost
certain business as a result of the unresolved negotiations with the GCIU
Employees. See "Business--Recent Developments--Loss of Key Customers and Related
Employee Layoffs; Management's Discussion and Analysis of Financial Condition
and Results of Operations-- Recent Developments."
HIGH LEVEL OF INDEBTEDNESS
In connection with prior transactions, the Company has incurred a
significant amount of indebtedness and is highly leveraged. In addition, subject
to the restrictions in the Company's Amended and Restated Credit Agreement with
its banks (the "Credit Agreement") and the Indenture (the "Indenture") related
to the outstanding 10 5/8% Senior Subordinated Notes (the "Senior Notes"), the
Company may incur additional senior indebtedness to finance acquisitions and
capital expenditures for other general corporate purposes.
The level of the Company's indebtedness could have important consequences to
holders of the Senior Notes, including: (i) a substantial portion of the
Company's cash flow from operations must be dedicated to debt service and will
not be available for other purposes; (ii) the Company's future ability to obtain
additional debt financing for working capital, capital expenditures or
acquisitions may be limited; (iii) the Company's level of indebtedness could
limit its flexibility in reacting to changes in the printing industry and
economic conditions generally, which could limit its ability to withstand
competitive pressures or take advantage of business opportunities; (iv) the
Company's borrowing under the Credit Agreement will be at variable rates of
interest, which could cause the Company to be vulnerable to increases in
interest rates; and (v) all of the indebtedness incurred in connection with the
Credit Agreement will become due prior to the time the principal payments on the
Senior Notes will become due. Certain of the Company's competitors currently
operate on a less leveraged basis and are likely to have significantly greater
operating and financing flexibility than the Company.
ABILITY TO SERVICE DEBT
The Company's ability to pay interest on the Senior Notes and to satisfy its
other debt obligations will depend upon its future operating performance, which
will be affected by prevailing economic conditions and financial, business and
other factors, certain of which are beyond its control. The Company anticipates
that its operating cash flow, together with available borrowings under the
Credit Agreement, will be sufficient to meet its operating expenses, capital
expenditure requirements and working capital needs and to service its debt
requirements as they become due. However, if the Company is unable to service
its indebtedness, it will be forced to adopt an alternative strategy that may
include actions such as reducing or delaying capital expenditures, selling
assets, restructuring or refinancing its indebtedness or seeking additional
equity capital. There can be no assurance that any of these strategies could be
effected on satisfactory terms, if at all, or that they would enable the Company
to continue to meet its debt service obligations or that they would be permitted
under the terms of the Credit Agreement or Indenture.
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SUBORDINATION OF THE SENIOR NOTES AND GUARANTEES
The Senior Notes are fully and unconditionally guaranteed, on a senior
subordinated basis, jointly and severally, by all subsidiaries of the Company
(the "Subsidiary Guarantors") pursuant to guarantees (the "Guarantees"). The
Guarantees will be subordinated in right of payment to all senior indebtedness
of the Company and the Subsidiary Guarantors. In the event of bankruptcy,
liquidation or reorganization of the Company, the assets of the Company or the
Subsidiary Guarantors will be available to pay obligations on the Senior Notes
only after all senior indebtedness of the Company or the Subsidiary Guarantors,
as the case may be, has been paid in full, and there may not be sufficient
assets remaining to pay amounts due on any or all of the Senior Notes then
outstanding. Additional senior indebtedness may be incurred by the Company and
the Subsidiary Guarantors from time to time, subject to certain restrictions.
The Indenture generally provides that a Restricted Subsidiary (as defined) may
incur indebtedness only if such Subsidiary agrees to guarantee the Senior Notes
on a senior subordinated basis. The holders of the Senior Notes have no direct
claim against the Subsidiary Guarantors other than claims created by the
Guarantees, which may themselves be subject to legal challenge in the event of
the bankruptcy or insolvency of a Subsidiary Guarantor. If such a challenge were
upheld, the Guarantees would be invalidated and unenforceable. To the extent
that the Guarantees are held to be unenforceable or have been released pursuant
to the terms of the Indenture, the rights of holders of the Senior Notes to
participate in any distribution of assets of any Subsidiary Guarantor upon
liquidation, bankruptcy or reorganization may, as in the case with other
unsecured creditors of the Company, be subject to prior claims against such
Subsidiary Guarantor.
HOLDING COMPANY STRUCTURE
The Company is a holding company, the principal assets of which consist of
equity interests in its subsidiaries. The Senior Notes are a direct obligation
of the Company, which derives all of its revenues from the operations of its
subsidiaries. As a result, the Company will be dependent on the earnings and
cash flow of, and dividends and distributions or advances from, its subsidiaries
to provide the funds necessary to meet its debt service obligations, including
the payment of principal of and interest on the Senior Notes. Accordingly, the
Company's ability to pay interest on the Senior Notes and otherwise to meet its
liquidity requirements may be limited as a result of its dependence upon the
distribution of earnings and advances of funds by its subsidiaries. The payment
of dividends from the subsidiaries to the Company and the payment of any
interest on or the repayment of any principal any loans or advances made by the
Company to any of its subsidiaries may be subject to statutory restrictions
under corporate law limiting the payment of dividends and are contingent upon
the earnings of such subsidiaries. The Company's subsidiaries are guarantors of
the indebtedness incurred under the Credit Agreement. The Senior Notes are not
secured by liens against any of the Company's and its subsidiaries' assets,
while the indebtedness incurred under the Credit Agreement is secured by liens
against substantially all the Company's and its subsidiaries' assets.
RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS
The indenture restricts, among other things, the Company's and its
subsidiaries' ability to incur additional indebtedness, pay dividends or make
certain other restricted payments, consummate certain asset sales, enter into
certain transactions with affiliates, incur liens, incur indebtedness that is
subordinate to Senior Indebtedness (as defined) but senior in right of payment
to the Senior Notes, impose restrictions on the ability of a subsidiary to pay
dividends or make certain payments to the Company and its subsidiaries, merge or
consolidate with any other persons or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of the assets of the Company. In
addition, the Credit Agreement contains other and more restrictive covenants and
prohibits the Company and its subsidiaries from prepaying other indebtedness
(including the Senior Notes). The Credit Agreement also requires the Company to
maintain specified financial ratios and satisfy certain financial condition
tests. The Company's ability to meet those tests and ratios can be affected by
events beyond its control, and there can be no assurance that it will meet those
ratios and tests. A breach of any of these covenants could result in a default
under the Credit Agreement and/or the Indenture. Upon the occurrence of an event
of default
8
<PAGE>
under the Credit Agreement, the lenders could elect to declare all amounts
outstanding under the Credit Agreement, together with accrued interest, to be
immediately due and payable. If the Company were unable to repay those amounts,
the lenders could proceed against the collateral granted to them to secure that
indebtedness. If the Senior Indebtedness under the Credit Agreement were to be
accelerated, there can be no assurances that the assets of the Company would be
sufficient to repay in full the indebtedness and the other indebtedness of the
Company, including the Senior Notes. The Company's obligations under the Credit
Agreement are secured by a security interest in substantially all the assets of
the Company and its subsidiaries, including all of their cash and other tangible
and intangible assets, and all real property. In addition, the Company and Perry
Judd's pledged as security all of their shares of capital stock in each of their
subsidiaries.
COMPETITION
The commercial printing industry in the U.S. is highly competitive in most
product categories and geographic regions. Competition is largely based on
price, quality, range of services offered, distribution capabilities, ability to
service the specialized needs of customers, availability of printing time on
appropriate equipment and use of state-of-the-art technology. The Company
competes for commercial business not only with large national printers, but also
with smaller regional printers. In certain circumstances, due primarily to
factors such as freight rates and customer preference for local services,
printers with better access to certain regions of the country may have a
competitive advantage in such regions. In addition, many of the Company's
competitors have substantially greater financial, marketing, distribution,
management and other resources than the Company, and as the industry experiences
continued consolidation, the Company's competitors may further enhance such
resources. The Company also believes that excess capacity in the industry,
especially during periods of economic downturn, would result in downward pricing
pressure and intensified competition in the printing industry. Given these
factors, there can be no assurance that the Company will be able to continue to
compete successfully against existing or new competitors, and the failure to do
so may have a material adverse effect on the Company's financial condition and
results of operations. See "Business--Competition."
TECHNOLOGICAL CHANGE
Technology in the printing industry has evolved and continues to evolve. The
Company has invested over $120 million (on a combined basis) in capital
expenditures for printing facilities and equipment since 1993. As technology
continues to evolve and as its customers' needs become more specialized and
sophisticated in the future, the Company will likely be required to invest
significant additional capital in new and improved technology in order to
maintain and enhance the quality and competitiveness of, and to expand, its
products and services. If the Company is unable to acquire new and improved
technology, facilities and equipment or to develop and introduce enhanced or new
products and services, the Company's financial condition, results of operations
and cash flows could be materially adversely affected.
RAW MATERIALS--PAPER
The cost of paper is a principal factor in the Company's manufacturing costs
and pricing to certain customers and consequently the cost of paper
significantly affects the Company's net sales. The Company is generally able to
pass increases in the cost of paper to its customers, while declines in paper
costs generally result in lower prices to customers. Typical fluctuations in
paper costs result in corresponding fluctuations in the Company's net sales, but
typical fluctuations generally have not affected volume or profits to any
significant extent. However, sharp increases in paper prices and related
reduction in print advertising programs are more likely to adversely affect
volumes and profits. To the extent that there are future paper costs increases
and the Company is not able to pass such increases to its customers or its
customers reduce their demand for the Company's products and services, the
Company's financial condition and results of operations could be materially
adversely affected.
Capacity in the paper industry has remained relatively stable in recent
years. Increases or decreases in demand for paper have led to corresponding
pricing changes and, in periods of high demand, to limitations
9
<PAGE>
on the availability of certain grades of paper, including grades utilized by the
Company. Any loss of the sources for paper supply or any disruption in such
sources' business or failure to meet the Company's product needs on a timely
basis could cause, at a minimum, temporary shortages in needed materials which
could have a material adverse affect on the Company's results of operations.
Although the Company actively manages its paper supply and believes it has
established strong relationships with its suppliers, there can be no assurance
that the Company's sources of supply for its paper will be adequate or, in the
event that such sources are not adequate, that alternative sources can be
developed in a timely manner. If the Company is unable to secure sufficient
supplies of paper of appropriate quality, its financial condition, results of
operations and cash flows could be materially adversely affected. See
"Business--Raw Materials."
CERTAIN CUSTOMER RELATIONSHIPS
The Company currently provides products and services to certain customers
without a written contractual arrangement. While the Company believes that its
relationship with each of these customers is good, there can be no assurance
that such customers will continue to do business with the Company at current
levels, if at all.
ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION
The Company is subject to regulation under various federal, state and local
laws relating to the environment and to employee health and safety. These
environmental regulations relate to the generation, storage, transportation,
handling, disposal and emission into the environment of various substances.
Permits are required for operation of the Company's business, and these permits
are subject to renewal, modification and, in certain circumstances, revocation.
The Company is also subject to regulation under various federal, state and local
laws which allow regulatory authority to compel (or seek reimbursement for)
cleanup of environmental contamination at the Company's own sites and at
facilities where its waste is or has been disposed. The Company has internal
controls and personnel dedicated to compliance with all applicable environmental
and employee health and safety laws. The Company expects to incur ongoing
capital and operating costs and administrative expenses to maintain compliance
with applicable environmental laws. The Company cannot predict the environmental
or employee health and safety legislation or regulations that may be enacted in
the future or how existing or future laws or regulations will be administered or
interpreted. Compliance with new laws or regulations, as well as more vigorous
enforcement policies of the regulatory agencies or stricter interpretation of
existing laws, may require additional expenditures by the Company, some or all
of which may be material. See "Business--Regulatory Compliance."
RELIANCE ON KEY PERSONNEL
The Company's success will continue to depend to a significant extent on its
executive officers and other key management personnel. There can be no assurance
that the Company will be able to retain its executive officers and key personnel
or attract additional qualified management in the future. In addition, the
success of any acquisition by the Company may depend, in part, on the Company's
ability to retain management personnel on the acquired companies. There can be
no assurance that the Company will be able to retain such management personnel.
CONTROL BY PRINCIPAL STOCKHOLDERS
Robert E. Milhous and Paul B. Milhous, the Chairman and Vice Chairman,
respectively, of the Company own together beneficially a substantial majority of
the outstanding capital stock of the Company. Accordingly, these stockholders
have the ability, acting together, to control fundamental corporate transactions
requiring stockholder approval, including without limitation, approval of merger
transactions involving the Company and sales of all or substantially all of the
Company's assets. See "Security Ownership of Certain Beneficial Owners and
Management."
10
<PAGE>
PURCHASE OF NOTES UPON CHANGE OF CONTROL
Upon a Change of Control (as defined in the Indenture) the Company will be
required to offer to purchase all outstanding Senior Notes at 101% of the
principal amount thereof plus accrued and unpaid interest to the repurchase
date. A Change of Control will likely trigger an event of default under the
Credit Agreement which will permit the lenders thereunder to accelerate the debt
under the Credit Agreement. However, there can be no assurance that sufficient
funds will be available at the time of any Change of Control to make any
required repurchases of Senior Notes tendered, or that, if applicable,
restrictions in the Credit Agreement will allow the Company to make such
required repurchases.
ITEM 2. PROPERTIES
Each of the Company's printing plants has a primary product expertise which
allows it to maximize the efficiency and responsiveness of its operations.
Information about the Company's facilities are set forth below:
<TABLE>
<CAPTION>
SQUARE
LOCATION USE OWNED/LEASED FEET
- --------------------- ------------------------------- ------------ ----------
<S> <C> <C> <C>
CORPORATE
HEADQUARTERS
Waterloo, WI......... Executive Offices and
Corporate Support Functions Lease 50,200
PREPRODUCTION
FACILITIES
Madison, WI.......... Digital Prepress Production Lease 7,100
NEW MEDIA FACILITIES
Winchester, VA....... New Media Services Lease 7,000
PRINTING PLANTS
Waterloo, WI......... Long- and medium-run magazines Lease 298,800
Strasburg, VA........ Medium- and short-run magazines Lease 320,000
Baraboo, WI.......... Consumer and business catalogs Lease 434,000
Spencer, IA (acquired Short-run magazines
2/1/99).............. Own 127,000
WAREHOUSES
Waterloo, WI (3 Paper storage
sites)............... Lease 112,800
Mt. Jackson, VA...... Customer supplied inserts Lease 61,700
</TABLE>
In addition, the Company leases several sales offices located throughout the
United States. The Company believes that none of its leases are material to its
operations and that such leases were entered into on market terms.
ITEM 3. LEGAL PROCEEDINGS
Certain claims, suits, and complaints which arise in the ordinary course of
business have been filed or are pending against the Company. The Company
believes that all such matters either are adequately reserved for, are covered
by insurance, or would not have a material adverse effect on the financial
statements of the Company, taken as a whole, if determined adversely against the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
11
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is no established public trading market for the Company's common stock
or other equity securities. As of December 31, 1998, there were 10 holders of
the Common Stock.
DIVIDENDS
The Company has never paid and has no present intention of paying cash
dividends on its Common Stock. Any determination in the future to pay dividends
will depend on the Company's financial condition, capital requirements, results
of operations, contractual limitations and any other factors deemed relevant by
the Company's Board of Directors. In addition, the Indenture governing the
Company's Notes due in 2007 imposes certain restrictions on the Company's
ability to make certain distributions and restricts the payment of dividends by
the Company in certain circumstances.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data for each
of the last five fiscal years. This information is qualified by reference to,
and should be read together with, the Consolidated Financial Statements and
Notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere in this Annual Report on Form
10-K. The statement of operations data for the years ended December 31, 1998,
1997 and 1996 and the balance sheet data as of December 31, 1998 and 1997 are
derived from the Consolidated Financial Statements of the Company included
elsewhere in this Annual Report on Form 10-K. Information related to 1995 and
1994 is derived from financial statements not included herein.
<TABLE>
<CAPTION>
PERRY JUDD'S HOLDINGS, INC.
--------------------------------------------------------- PREDECESSOR
248 DAYS ------------------------
YEAR ENDED YEAR ENDED YEAR ENDED ENDED 117 DAYS YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 27, DECEMBER 31,
1998 1997 1996 1995 1995 1994
------------ ------------ ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net Sales........................ $292,354 $153,815 $138,511 $115,647 $ 45,920 $116,967
Operating Expenses............... 278,968 146,987 132,003 110,384 43,639 112,376
Income from Operations........... 13,386 6,828 6,508 5,263 2,281 4,591
Net (Loss) Income................ (2,539) (2,658) (1,084) (885) 1,062 2,643
EBITDA(1)........................ 26,019 13,866 12,906 9,267 5,330 14,440
Balance Sheet Data (end of period):
Working Capital.................. 73,579 32,890 7,306 11,888 12,845 15,794
Total Assets..................... 231,320 233,354 104,281 119,032 98,384 87,354
Long Term Debt................... 139,101 143,186 52,539 58,165 -- --
Minority Interests............... 7,097 6,935 6,772 9,012 -- --
Stockholders' Equity............. 23,835 26,374 15,532 16,616 68,565 65,718
</TABLE>
- ------------------------
(1) "EBITDA" represents earnings before interest, income taxes, depreciation and
amortization, and gains and losses on dispositions of assets. While EBITDA
should not be construed as a substitute for operating income or loss or a
better indicator of liquidity than cash flow from operating activities,
which are determined in accordance with generally accepted accounting
principles, it is included herein to provide additional information with
respect to the ability of the Company to meet its future debt service,
capital expenditure and working capital requirements. EBITDA is not
necessarily a
12
<PAGE>
measure of the Company's ability to fund its cash needs, and items excluded
from EBITDA (such as depreciation and amortization) are significant to an
understanding of the Company's financial results. In addition, EBITDA as
presented by the Company may not be directly comparable to similarly-titled
measures presented by other companies. See the Company Consolidated
Statements of Cash Flows and the related notes thereto included in this
Annual Report on Form 10K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RECENT DEVELOPMENTS
As a result of unresolved negotiations with the GCIU Employees at the
Company's Waterloo plant, two major customers of the Company, including Time,
Inc., have recently placed the printing and production of several weekly issues
with competitors of the Company. These publications accounted for approximately
10% of the Company's consolidated revenues for 1998. Although the Company cannot
predict whether it will ever regain or replace any business which has been lost,
the Company does believe that the longer the negotiations with the GCIU
Employees remain unresolved, the less likely the Company will be able to regain
the lost business. Because of the loss of work, the Company has commenced laying
off employees in its Waterloo Plant, and expects that the number of employees
affected will be significant. As a result of these factors, the Company may
experience a material adverse effect on its financial condition and results of
operations. See "Business--Employees."
RESULTS OF OPERATIONS
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 WITH THE YEAR ENDED DECEMBER
31, 1997
Net sales increased by $138.6 million or 90.1% to $292.4 million for the
year ended December 31, 1998 from $153.8 million for the year ended December 31,
1997. Of this increase, $126.0 million resulted primarily from the addition of
sales from Judd's, which the Company acquired in December 1997, and the
remaining increase resulted from substantially higher volume of production units
from new and existing customers. Paper costs were 27.1% of net sales for the
year ended December 31, 1998 compared to 27.6% of net sales for the year ended
December 31, 1997.
Costs of production increased by $111.3 million or 89.8% to $235.4 million
for the year ended December 31, 1998 from $124.1 million for the year ended
December 31, 1997, due primarily to the addition of costs from Judd's during
1998, and overall increased volume of production. Costs of production as a
percentage of net sales decreased to 80.5% for the year ended December 31, 1998
from 80.7% for the year ended December 31, 1997.
Selling, general and administrative expenses increased by $14.8 million or
94.3% to $30.5 million for the year ended December 31, 1998, compared to $15.7
million for the year ended December 31, 1997. Selling, general and
administrative expenses also increased as a percentage of net sales from 10.2%
in the 1997 period to 10.4% in the 1998 period. Selling expenses increased as a
result of higher volume while general and administrative expenses increased due
to staff additions related to acquisition activities. A majority of the $14.8
million increase related to the Judd's operations included during the year ended
December 31, 1998.
Depreciation expense increased by $4.3 million or 63.1% to $11.1 million for
the year ended December 31, 1998 from $6.8 million for the year ended December
31, 1997, primarily as a result of additional fixed assets placed in service
during the year ended December 31, 1998 and the inclusion of Judd's depreciation
for the full year of 1998.
Income from operations increased by $6.6 million or 96.0% to $13.4 million
for the year ended December 31, 1998 from $6.8 million for the year ended
December 31, 1997, due to the factors discussed above.
13
<PAGE>
Rents and operating lease expense increased $7.9 million or 154.9% to $13.0
million from $5.1 million for the year ended December 31, 1998 versus the year
ended December 31, 1997 and was primarily attributable to the addition of costs
from Judd's during 1998, a full year impact associated with the sale/ leaseback
of the Wisconsin properties and four months impact associated with the
sale/leaseback of the Judd's properties. The remaining increase resulted from
new capital equipment investments in the various operating divisions.
EBITDA increased $12.2 million or 87.7% to $26.0 million for the year ended
December 31, 1998 from $13.9 million for the year ended December 31, 1997 as a
result of higher production volumes and the operating benefits of new capital
equipment investments. EBITDA decreased as a percent of net sales from 9.0% to
8.9% principally as a result of higher rents and operating lease expense.
Interest expense increased by $8.4 million or 130.3% to $14.8 million for
the year ended December 31, 1998 from $6.4 million for the year ended December
31, 1997 as a result of increased level of debt incurred from the Judd's
acquisition in December 1997.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1997 WITH THE YEAR ENDED DECEMBER
31, 1996
Net sales increased $15.3 million or 11.0% to $153.8 million for the year
ended December 31, 1997 from $138.5 million for the year ended December 31,
1996. The increase resulted from Judd's sales included for the last 16 days of
1997 and substantially higher volume of production units from new and existing
customers offset by lower paper billings, as a greater percentage of paper was
customer supplied, and softness in the pricing of catalog and other commercial
printing sales. Paper costs were 28% of net sales for the year ended December
31, 1997 compared to 32% of net sales for the year ended December 31, 1996.
Costs of production increased $10.9 million or 9.6% to $124.1 million for
the year ended December 31, 1997 from $113.2 million for the year ended December
31, 1996, principally from Judd's production included for the last 16 days of
1997 and overall increased volume of production offset by lower paper costs
related to the reduced percentage of paper purchased for customer requirements.
Costs of production as a percent of net sales were 80.7% for the year ended
December 31, 1997 as compared to 81.7% experienced for the year ended December
31, 1996, principally as a result of the benefits from higher volume of
production and improved operating efficiencies gained from capital investments.
Selling, general and administrative expenses increased $3.3 million or 26.6%
to $15.7 million for the year ended December 31, 1997 compared to $12.4 million
for the year ended December 31, 1996. Selling, general and administrative
expenses also increased as a percent of net sales from 8.9% in the 1996 period
to 10.2% in the 1997 period. Selling expenses increased as a result of higher
volume while general and administrative expenses increased due to staff
additions related to acquisition activities. Approximately half of the $3.3
million increase related to the Judd's operations for the 16 day period ending
December 31, 1997.
Depreciation expense increased $0.9 million or 16.9% to $6.8 million for the
year ended December 31, 1997 from $5.9 million for the year ended December 31,
1996 as a result of additional fixed assets placed in service during the year
ended December 31, 1997 and Judd's depreciation for the last 16 days of 1997.
Income from operations increased $0.3 million or 4.6% to $6.8 million for
the year ended December 31, 1997 from $6.5 million for the year ended December
31, 1996, due to the factors discussed in the preceding paragraphs.
Rents and operating lease expense increased $0.8 million or 18.6% to $5.1
million from $4.3 million for the year ended December 31, 1997 versus the year
ended December 31, 1996 and was attributable to new capital equipment
investments in the prepress and bindery areas.
14
<PAGE>
EBITDA increased $1.0 million or 7.8% to $13.9 million for the year ended
December 31, 1997 from $12.9 million for the year ended December 31, 1996 as a
result of higher production volumes and the operating benefits of new capital
equipment investments. EBITDA decreased as a percent of net sales from 9.3% to
9.0% principally as a result of higher rents and operating lease expense.
Interest expense increased $0.5 million or 8.5% to $6.4 million for the year
ended December 31, 1997 from $5.9 million for the year ended December 31, 1996
as a result of increased level of debt incurred from the Judd's acquisition on
December 16, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded its capital and operating requirements
with a combination of cash flow from operations, borrowings, and external
operating leases. Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $26.0 million, $13.9 million and $12.9 million for the years
ended December 31, 1998, 1997 and 1996, respectively.
Working capital was $73.6 million, $32.9 million and $7.3 million at
December 31, 1998, 1997 and 1996, respectively. The Judd's acquisition on
December 16, 1997 and a reduction of $5.1 million in current portion of
long-term debt was primarily responsible for the increased level of working
capital at the end of 1997 versus the end of 1996. The $42.7 million increase in
working capital at December 31, 1998 versus December 31, 1997 was primarily
attributable to the proceeds net of fees and expenses received from the
sale/leaseback of the Judd's properties of $20.9 million in August 1998 and from
the sale of Port City Press of $29.4 million in September 1998, offset by
capital expenditures of $7.5 million.
Capital expenditures for purchased assets and asset acquisitions funded
under operating leases were as follows for the periods indicated (dollars in
millions):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
CAPITAL EXPENDITURES 1998 1997 1996
- -------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Purchased............................. $ 7.5 $ 3.2 $ 5.2
Funded under operating leases......... 13.1 11.6 3.3
----- ----- -----
Total................................. $20.6 $14.8 $ 8.5
----- ----- -----
----- ----- -----
</TABLE>
These capital expenditures reflect the purchase and lease of additional
prepress, press and bindery equipment. The purchased capital investments have
been funded by internally generated funds and by borrowings under the Credit
Agreement. Generally, these capital expenditures have increased or will increase
the Company's production capacity and are part of the Company's objective to
maintain modern, efficient plants and technologically advanced equipment.
Since the inception of operations on April 28, 1995, the Company has funded
the majority of its needs for production equipment through operating leases. On
December 16, 1997, simultaneously with the consummation of the Judd's
acquisition, the Company completed the sale and leaseback of all its Wisconsin
real property which included two printing plants, three warehouses and the
corporate headquarters. This sale/leaseback generated net proceeds of
approximately $17.6 million, which was used to prepay term debt outstanding
under the existing credit agreement. The initial annual lease expense incurred
under the operating lease resulting from this sale/leaseback was $1.9 million
with 10.0% escalations scheduled at the start of the sixth, eleventh and
sixteenth years of the 20 year term.
On December 16, 1997, concurrently with the consummation of the Judd's
acquisition and the issuance of the Senior Notes, the Company amended and
restated its existing term loan and revolving credit facility to provide a $45
million Revolving Credit Facility (based upon a borrowing base) and a $30
million Term Loan Facility. The scheduled amortization of the Term Loan Facility
is payable in monthly installments. In addition to the scheduled amortization,
the Term Loan Facility will be amortized
15
<PAGE>
by 75% of the annual excess cash flow with payments to be applied in inverse
order. The Credit Agreement has an initial term of five years with renewals
thereafter upon the mutual agreement of all parties.
On August 17, 1998, the Company entered into a sale/leaseback transaction
for the majority of the Judd's real property, which included two printing plants
in Virginia and one in Baltimore, Maryland. This sale and leaseback generated
approximately $20.9 million in net proceeds which are subject to certain
restrictions described below. The initial annual lease expense incurred under
the operating lease was $2.3 million with 14.5% escalations scheduled at the
start of the sixth and eleventh year of the 15 year term.
On September 2, 1998, the Company consummated the sale of all of the
outstanding shares of capital stock of its wholly-owned subsidiary, Port City,
to Mack Printing Company. The aggregate cash consideration received was $29.4
million net of closing costs and fees which are subject to certain restrictions
described below. Net sales and income from operations for this facility which
are included in the consolidated results of operations are as follows:
<TABLE>
<CAPTION>
DECEMBER 16, 1997
(DATE OF ACQUISITION) JANUARY 1, 1998
THROUGH THROUGH
DECEMBER 31, 1997 SEPTEMBER 2, 1998
--------------------- -----------------
<S> <C> <C>
Net Sales............................. $1.9 million $24.4 million
Income from Operations................ $0.1 million $ 2.6 million
</TABLE>
The net assets of the Port City operation included in the consolidated
balance sheet at December 31, 1997 were approximately $28.5 million.
The proceeds, net of income taxes payable, received for the sale/leaseback
of Judd's real property and the sale of Port City are available only for future
acquisitions and capital expenditures under the Company's Credit Agreement,
subject to certain limitations for 330 days subsequent to the receipt of
proceeds. These net proceeds are included in restricted cash as of December 31,
1998 and must be utilized for such purposes or be used to prepay term debt.
Rents and operating lease expense were approximately $13.0 million, $5.1
million and $4.3 million for the years ended December 31, 1998, 1997 and 1996,
respectively.
At December 31, 1998, the Company had utilized all net operating loss
carryforwards for federal income tax purposes to reduce taxable income, which
was largely generated by the sale/leaseback of the Judd's properties and the
sale of Port City. The Company has alternative minimum tax carryover credits of
$3.0 million as of December 31, 1998, which do not expire and may be applied
against regular tax in the future, in the event regular tax expense exceeds
alternative minimum tax.
On February 1, 1999, the Company acquired all of the issued and outstanding
capital stock of Heartland Press, Inc. for approximately $15.6 million in cash.
In addition, the Company assumed approximately $6.8 million of Heartland Press's
indebtedness, all of which was paid in full upon consummation of the
acquisition.
The Company plans to fund the majority of its major new capital expenditures
through operating leases for the foreseeable future. The Company believes that
cash generated from operations and available borrowings under the Credit
Agreement will be sufficient to fund planned capital expenditures, working
capital requirements, operating leases and interest and principal payments for
the foreseeable future. The Revolving Credit Facility has an aggregate
commitment of $45.0 million, all of which was available for future working
capital and other general corporate purposes as of December 31, 1998.
16
<PAGE>
YEAR 2000
The year 2000 issue is the result of computer programs having been written
using two digits rather than four to define the applicable year. Consequently,
any date-sensitive computer processing logic may recognize a date using "00" for
the year as the year 1900 rather than the year 2000. If not remedied, this could
result in erroneous warning messages, system failure or miscalculations which
could potentially disrupt operations or cause less than optimum operating
efficiencies.
The Company's business software applications have been reviewed for their
ability to operate correctly in the year 2000 and beyond. It has been determined
that some software package version upgrades and modification of some existing
internally developed programs will be required so that the computer systems will
properly utilize dates beyond December 31, 1999. The Company believes that with
minor modification and with the version upgrades, the year 2000 issue can be
mitigated. However, if such modifications and conversions are not made, or are
not completed in a timely fashion, the year 2000 issue could have a material
impact on the operations of the Company.
The Company has initiated communications with its significant suppliers and
customers to determine the extent to which the Company is vulnerable to those
third parties' failure to remedy their own year 2000 issue. There can be no
guarantee that the systems of other companies on which the Company systems rely
will be converted in a timely fashion, or that a failure to convert by another
company would not have a material adverse effect on the Company. The Company has
determined that it has no exposure to contingencies related to the year 2000
issue for the printing services it has sold.
The Company will utilize both internal and external resources to modify
internally developed programs and upgrade package software where indicated. The
Company plans to complete the year 2000 project no later than mid-1999. The
indicated software upgrades and version changes are being provided by the
software developers as part of the normal software support contracts for those
products. These costs were expensed as incurred in 1998 and are not expected to
have a material effect on the results of operations during 1999. There were no
remediation costs incurred during 1998 and such costs are not expected to exceed
$250,000 during 1999.
The most reasonable, likely, worst case scenario would be for the Company to
fail to completely remediate certain legacy software programs used at the
Strasburg, Virginia operations. If unsuccessful in its attempts to remediate
these programs, the Company would adopt alternative, less efficient processes
and procedures until such remediation is complete.
The costs of the project and the date on which the Company plans to complete
the year 2000 efforts are based on management's best estimates, which were
derived utilizing numerous assumptions of future events including the continued
availability of certain resources, third party software developer modification
plans and other factors. However, there can be no guarantee that these estimates
will be accurate and actual results could potentially differ materially from
those estimates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 4 of the Notes to Consolidated Financial Statements.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules listed in the accompanying Index to
consolidated financial statements and schedules on page F-1 are filed as a part
of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
17
<PAGE>
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND KEY MANAGEMENT EMPLOYEES
The table below sets forth certain information regarding the directors,
senior executive officers, and certain other executive officers and key
management employees of the Company and its Subsidiaries as of March 1, 1999.
All of the persons listed below are U.S. citizens.
DIRECTORS AND SENIOR EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ --- ---------------------------------------------
<S> <C> <C>
Robert E. Milhous............. 62 Chairman of the Board of Directors
Paul B. Milhous............... 60 Vice-Chairman of the Board of Directors
Craig A. Hutchison............ 46 Director, President and Chief Executive
Officer
Thomas V. Bressan............. 50 Director and Secretary
David E. Glick................ 52 Director and Executive Vice President,
Operations and Online Services
Verne F. Schmidt.............. 58 Director, Senior Vice President and Chief
Financial Officer
Beth A. Lindsay............... 44 Senior Vice President, Human Resources
</TABLE>
EXECUTIVE OFFICERS AND KEY MANAGEMENT EMPLOYEES
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ --- ---------------------------------------------
<S> <C> <C>
Howard D. Sullivan............ 62 Senior Vice President, Publication Sales
Timothy M. Smith.............. 41 Vice President, Publications Sales
Larry F. Celey................ 53 Vice President, Commercial and Catalog Sales
(Eastern Region)
Stephen M. Sanfelippo......... 41 Vice President, Commercial and Catalog Sales
(Central Region)
Bradley J. Hoffman............ 37 Vice President, Corporate Controller
Walter A. Edwards............. 48 Vice President, Division Manager--Baraboo
Plant
Larry C. Cole................. 55 Vice President, Division Manager--Waterloo
Plant
Allen C. Briggs............... 50 Vice President, Division Manager--Strasburg
Plant
</TABLE>
ROBERT E. MILHOUS has been Chairman of the Board of both the Company and
Perry Judd's since December 1994. Mr. Milhous was Chairman of the Board of
Treasure Chest and its predecessor corporation from 1967 until the sale of
Treasure Chest in 1993. Mr. Milhous is also the Chairman of the Board of
Directors of Novamil Corporation ("Novamil"), which manages various
manufacturing companies owned by affiliates controlled by himself and Paul B.
Milhous. Robert E. Milhous is the brother of Paul B. Milhous.
PAUL B. MILHOUS has been Vice Chairman of the Board of both the Company and
Perry Judd's since December 1994. Mr. Milhous was Vice Chairman of the Board of
Treasure Chest and its predecessor corporation from 1967 until the sale of
Treasure Chest in 1993. Mr. Milhous is also the Vice-Chairman of the Board of
Directors of Novamil, which manages various manufacturing companies owned by
affiliates controlled by himself and Robert E. Milhous. Paul B. Milhous is the
brother of Robert E. Milhous.
CRAIG A. HUTCHISON has been the President of Perry Judd's since April 1995.
Prior to that Mr. Hutchison was president of Perry Printing Corporation ("Perry
Printing"), the predecessor of Perry Judd's, since 1989. Mr. Hutchison has
served on the Boards of Directors of the Company and Perry Judd's since April
1995.
THOMAS V. BRESSAN has been Managing Director of Mergers and Acquisitions for
Novamil since 1987.
DAVID E. GLICK joined Perry Judd's as the Executive Vice President of
Operations and Online Services and as a director of the Company in February
1998. From 1993 to January 1998, Mr. Glick served in
18
<PAGE>
various capacities at Treasure Chest Advertising, a subsidiary of Big Flower
Press Holdings, Inc., including Senior Vice President of Operations, Senior Vice
President and General Manager of Operations and Sales and Senior Vice President
of Operations and Technology.
VERNE F. SCHMIDT has been Senior Vice President and Chief Financial Officer
since he joined Perry Judd's in January 1997 and was elected to the Board of
Directors of the Company in February 1998. From 1974 through 1996, Mr. Schmidt
held various financial and accounting positions including Senior Vice President
and Chief Financial Officer of Ringier America and its predecessor companies.
BETH A. LINDSAY has been Senior Vice President of Human Resources since
joining Perry Judd's in March 1996. From 1982 to 1996, Ms. Lindsay was employed
with World Color Press in various positions, including Human Resources Director,
Vice President Human Resources, Commercial Division, and Regional Vice
President, Human Resources.
HOWARD D. SULLIVAN. Howard D. Sullivan has been Senior Vice President,
Publication Sales since December 1997. Prior to this date, Mr. Sullivan served
as Vice President of Sales and Customer Service, Shenandoah Valley. Mr. Sullivan
joined Judd & Detweiler in 1958 and rose to the position of Executive Vice
President by 1979. He left Judd's in 1988 to serve as President and CEO of
Holliday-Tyler Printing Corporation. He returned to Shenandoah Valley as Vice
President and Regional Sales Manager in 1992.
TIMOTHY M. SMITH has been Vice President of Publication Sales of Perry
Judd's since January 1997. Prior to assuming his current responsibilities, Mr.
Smith was Vice President of National Accounts from 1994 to 1997. Mr. Smith
served as Vice President of Eastern Sales from May 1993 to 1994 and, before
that, he was director of Sales from 1990 to 1993.
LARRY F. CELEY has been Vice President of Eastern Region Commercial Sales of
Perry Judd's since July 1997. From 1993 to July 1997, Mr. Celey served as Senior
Vice President of Sales and Marketing. From 1986 to August 1993, Mr. Celey
serviced as New York Regional Vice President of Sales for Publications and
Commercial Sales of W.A. Krueger (Ringier America).
STEPHEN M. SANFELIPPO has been Vice President Central Region Commercial
Sales of Perry Judd's since October 1997. Prior to assuming his current
responsibilities, Mr. Sanfelippo served as Director of Central Region Sales from
1994 to October 1997.
BRADLEY J. HOFFMAN has been Vice President, Corporate Controller of Perry
Judd's since May 1998 and previously was Vice President, Finance of Perry
Printing from July 1994. From December 1992 to July 1994, Mr. Hoffman served as
Controller Web Division/Waterloo Plant. From September 1989 to December 1992,
Mr. Hoffman was Chief Financial Officer and Director of Operations at Putman
Publishing Company.
WALTER A. EDWARDS has been Vice President and General Manager of the Baraboo
Plant since joining Perry Judd's in January 1996. From 1991 to 1995, Mr. Edwards
was employed by World Color Press as Vice President and Regional Manager. From
1974 to 1991, Mr. Edwards held a variety of positions at R.R. Donnelley &
Sons/Meredith-Burda, including Vice President, Manufacturing and Group
Manufacturing Manager.
LARRY C. COLE has been Vice President and General Manager of the Waterloo
Plant since March 1991. From January 1990 to March 1991, Mr. Cole served as Vice
President of Operations of Perry Printing. Mr. Cole joined Perry Printing in
1988 as Director of Material Management.
ALLEN C. BRIGGS has been Vice President Division Manager of the Strasburg
Division of Perry Judd's since May 1998. From February 1994 until May 1998, he
was employed at Treasure Chest Advertising as Vice President Division Manager.
From January 1993 until February 1994, he held various positions at Ringier
America, including Vice President, Division Manager. From October 1988 to
January 1993, Mr. Briggs was employed as Vice President of Manufacturing at
Shenandoah Valley.
19
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
Non-employee directors are reimbursed for their out-of-pocket expenses
incurred in attending meetings of the Board of Directors of the Company and its
subsidiaries. In addition, Robert E. Milhous and Paul B. Milhous each receive
$25,000 annual compensation for their services as Chairman and Vice Chairman,
respectively, of the Board of Directors of the Company and its subsidiaries.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information with
respect to the compensation paid or accrued by the Company for services rendered
during the year ended December 31, 1998 by the Company's Chief Executive Officer
and each of the four other most highly compensated executive officers whose
annual salary and bonus for the year ended December 31, 1998 exceeded $100,000
(collectively, the "Named Executive Officers"):
1998 SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(2)
ANNUAL COMPENSATION(1) ---------------------
-------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION (# OF SHARES) COMPENSATION(1)
- ---------------------------------------- -------- -------- ------------ --------------------- ---------------
<S> <C> <C> <C> <C> <C>
Craig A. Hutchison, $299,027 -- -- -- --
PRESIDENT AND CEO
David E. Glick, $235,740 $150,000 -- -- $77,122(3)
EXECUTIVE VICE PRESIDENT,
OPERATIONS AND ONLINE SERVICES
Howard D. Sullivan, $231,988 $5,890(5) -- $20,784(4)
SENIOR VICE PRESIDENT,
PUBLICATION SALES
Verne F. Schmidt, $211,077 -- -- -- $18,640(3)
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Beth A. Lindsay, $172,154 -- -- -- --
SENIOR VICE PRESIDENT,
HUMAN RESOURCES
</TABLE>
- ------------------------
(1) The compensation described in this table does not include medical, group
life insurance or other benefits received by the Named Executive Officers
which are available generally to all salaried employees of the Company and
certain perquisites and other personal benefits, securities or property
received by the Named Executive Officers which do not exceed the lesser of
$50,000 or 10% of any such officer's salary and bonus disclosed in this
table.
(2) The Company did not grant any restricted stock awards or stock appreciation
rights or make any long-term incentive plan payouts to the Named Executive
Officers during 1998.
(3) Consists of relocation expenses paid by the Company.
(4) Consists of deferred compensation paid under a non qualified plan.
(5) Consists of auto lease payments paid by the Company.
20
<PAGE>
OPTION GRANTS
The following tables sets forth certain information concerning grants of
stock options during 1998 to the Named Executive Officers:
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
----------------------------------------------
PERCENT
OF
TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED PRICE APPRECIATION FOR OPTION
UNDERLYING TO EXERCISE TERM
OPTION EMPLOYEES PRICE EXPIRATION ------------------------------
NAME GRANTED IN YEAR ($/SH) DATE 0% 5% 10%
- ---------------------------------------- ---------- --------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Craig A. Hutchison, -- -- -- -- -- -- --
PRESIDENT AND CEO
David E. Glick, 10,075(2) 75% $0.01 1/1/16 $251,774 $606,067 $1,400,303
EXECUTIVE VICE PRESIDENT,
OPERATIONS AND ONLINE SERVICES
Howard D. Sullivan, -- -- -- -- -- -- --
SENIOR VICE PRESIDENT,
PUBLICATION SALES
Verne F. Schmidt, -- -- -- -- -- -- --
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Beth A. Lindsay, -- -- -- -- -- -- --
SENIOR VICE PRESIDENT,
HUMAN RESOURCES
</TABLE>
- ------------------------
(1) No stock appreciation rights were granted in 1998.
(2) Options are immediately exercisable, but any option shares issued on
exercise are subject to repurchase by the Company on termination of
employment at the $0.01 exercise price per share until vested. Option shares
vest (i) as to 10% on each of December 31, 1998, 1999, 2000, 2001 and 2002,
(ii) as to 15% on each of December 31, 2002 and 2003 and (iii) the remaining
20% on December 31, 2004, subject to acceleration in the years 1999-2002
based on achievement of performance goals and in certain change of control
transactions. The exercise price is $0.01 per share. Vested shares are also
subject to repurchase by the Company upon termination of employment pursuant
to a formula based on Company earnings. See "1995 Stock Option Plan."
21
<PAGE>
YEAR-END OPTION TABLE
The following table sets forth certain information concerning the number and
value of unexercised stock options held by each of the Named Executive Officers
as of December 31, 1998. No stock options were exercised by any Named Executive
Officer in 1998.
AGGREGATED OPTION EXERCISES IN 1998
AND 1998 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT YEAR-END IN-THE-MONEY OPTIONS
(#)(1)(3) AT YEAR-END ($)(2)
SHARES ACQUIRED --------------------------- ---------------------------
NAME ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Craig A. Hutchison, -- -- 8,750 -- $218,663(4) --
PRESIDENT AND CEO
David E. Glick, -- -- 10,075 -- $251,774(5) --
EXECUTIVE VICE PRESIDENT,
OPERATIONS AND ONLINE
SERVICES
Howard D. Sullivan, -- -- -- -- -- --
SENIOR VICE PRESIDENT,
PUBLICATION SALES
Verne F. Schmidt, -- -- 3,500 -- $ 87,465(6) --
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Beth A. Lindsay, -- -- 3,500 -- $ 87,465(7) --
SENIOR VICE PRESIDENT,
HUMAN RESOURCES
</TABLE>
- ------------------------
(1) No stock appreciation rights were outstanding or exercised in 1998.
(2) There was no public trading market for the common stock as of December 31,
1998. Accordingly, these values have been calculated on the basis of the
fair market value of the Company's Common Stock (regardless of any
restrictions thereon) immediately prior to the Acquisition as determined by
the Company's Board of Directors, less the applicable exercise price.
(3) All options are immediately exercisable but option shares issued are subject
to repurchase by the Company on termination of employment at the $0.01
exercise price until vested. Options vest (i) as to 10% on December 31 of
each of the first five calendar years commending with December 31 of the
calendar year of the option grant, (ii) as to 15% on December 31 of each of
the next two years and (iii) the remaining 20% on December 31 of the eighth
calendar year from the issuance date subject to acceleration in the first
five calendar years after issuance based on achievement of performance goals
and in certain change of control transactions. The exercise price is $0.01
per share. Vested shares are also subject to repurchase by the Company upon
termination of employment pursuant to a formula based on Company earnings.
See "1995 Stock Option Plan."
(4) Includes $131,198 in value relating to unvested shares that are subject to
repurchase by the Company on termination of employment at $0.01 exercise
price.
(5) Includes $226,597 in value relating to unvested shares that are subject to
repurchase by the Company on termination of employment at the $0.01 exercise
price.
(6) Includes $69,972 in value relating to unvested shares that are subject to
repurchase by the Company on termination of employment at the $0.01 exercise
price.
(7) Includes $61,226 in value relating to unvested shares that are subject to
repurchase by the Company on termination of employment at the $0.01 exercise
price.
22
<PAGE>
EMPLOYMENT AGREEMENT
On April 28, 1995, Craig Hutchison entered into a three-year employment
agreement with Perry Judd's (the "Employment Agreement") to serve as President
and Chief Executive Officer of Perry Judd's. The employment agreement was
extended for one year commencing April, 1998 and unless terminated by written
notice of either party, the Employment Agreement renews automatically for up to
four one-year periods. The Employment Agreement provides for a base salary of
$235,000, subject to adjustment upward at the discretion of the Board of
Directors. Mr. Hutchison's current annual base salary is $300,000. Under the
Employment Agreement, Mr. Hutchison is entitled to participate in the Incentive
Compensation Plan (as defined below), the Stock Option Plan (as defined below)
and in all other life, welfare and health plans and benefit programs made
available by the Company to the senior executive officers of the Company. The
Employment Agreement provides for severance pay in case of termination by Mr.
Hutchison for good cause, the expiration of the fifth term extension, or for
termination other than for cause, death or permanent disability. The severance
pay shall equal the aggregate salary which would be payable to Mr. Hutchison
during the period commencing on the effective date of termination and ending one
year thereafter. However, if such effective date shall be subsequent to the
expiration of a fourth term extension it shall be assumed that Mr. Hutchison
would have been entitled to salary at the rate in effect on the effective date
of termination during such one year period after such date notwithstanding the
expiration of the fifth term extension.
Under the severance arrangement with Mr. Hutchison, (i) if there is a change
in control and (ii) if the aggregate value of stock and stock options held by
Mr. Hutchison ("equity value") is less than $2,000,000 and (iii) if (a) Mr.
Hutchison's employment is terminated as a result of the change of control, (b)
Mr. Hutchison is asked to accept lesser responsibility but instead elects to
leave the Company, or (c) Mr. Hutchison is asked to relocate and instead leaves
the Company, Mr. Hutchison's salary will be continued at a rate of $333,000 per
year for up to three years or until new employment is commenced, whichever
occurs first. Furthermore, upon death or if there is a change in control, and
the equity value realized by Mr. Hutchison is less than $1,000,000, the Company
will be obligated to pay Mr. Hutchison the amount of such difference.
CHANGE IN CONTROL SEVERANCE PROGRAM
The Company entered into two severance arrangements with two of its
executive officers, Verne F. Schmidt and David E. Glick, in December, 1996 and
January, 1998, respectively, under which each officer is entitled to certain
benefits in the event of a change in control of the Company.
Under the severance arrangement with Verne F. Schmidt, (i) if there is a
change in control and (ii) if (a) Mr. Schmidt's employment is terminated or (b)
Mr. Schmidt does not have the opportunity to accept a comparable position with a
successor entity after a change of control, Mr. Schmidt will receive his current
salary and benefits for up to one year or until he accepts another position,
whichever occurs first.
Under the severance arrangement with David E. Glick, (i) if there is a
change in control and (ii) if the aggregate value of stock and stock options
held by Mr. Glick ("equity value") is less than $2,000,000 and (iii) if (a) Mr.
Glick's employment is terminated as a result of the change of control, (b) Mr.
Glick is asked to accept lesser responsibility but instead elects to leave the
Company, or (c) Mr. Glick is asked to relocate and instead leaves the Company,
Mr. Glick's salary will be continued at a rate of $333,000 per year for up to
three years or until new employment is commenced, whichever occurs first.
Furthermore, upon death or if there is a change in control, and the equity value
realized by Mr. Glick is less than $1,000,000, the Company will be obligated to
pay Mr. Glick the amount of such difference. In addition, upon death,
disablement, or change in control, the Company will be obligated to purchase one
of Mr. Glick's homes in North Barrington, Illinois or Madison, Wisconsin, as
determined by Mr. Glick or his survivor, if Mr. Glick still owns both homes.
23
<PAGE>
STOCKHOLDER AGREEMENTS
Certain agreements among the stockholders of the Company, to which the
Company is also a party, provide majority stockholders proposing to sell shares
in a change of control transaction with the right to require the other
stockholders to include their shares in such sale. Conversely, minority
stockholders have the right to sell shares on a sale by majority stockholders on
a pro rata basis. In addition, the agreements provide stockholders with rights
of first refusal on proposed transfers of shares by other stockholders.
MANAGEMENT INCENTIVE COMPENSATION PLAN
The Company's management employees, including the Named Executive Officers,
are eligible to participate in the Company's Management Incentive Compensation
Program (the "Management Incentive Program"). Under the Management Incentive
Program, management employees are eligible to receive an annual cash bonus based
on the Company's achievement of financial performance targets that are based on
the Company's annual budget as approved by the Board of Directors. To date, no
bonuses have been paid under the Management Incentive Program.
1995 STOCK OPTION PLAN
On May 6, 1995, the Board of Directors of PPC Holdings adopted and the
stockholders approved the 1995 Stock Option Plan which was subsequently amended
by the Board of Directors in September 1995 (the "Stock Option Plan"), which
provides for the grant of non-statutory stock options ("Options") for the
purchase of common stock of the Company to officers and employees of and
consultants to the Company. The maximum number of shares of common stock
issuable under the Stock Option Plan is 39,059. The Stock Option Plan is
currently administered by the Board of Directors of the Company, but can be
delegated to an authorized committee thereof.
Options granted under the Stock Option Plan are "hybrid" performance
options. Options are immediately exercisable, but option shares issuable are
subject to repurchase by the Company on termination of employment at the $0.01
original exercise price until vested. Options vest as follows: 10% on December
31 of each of the first five calendar years of service commencing with December
31 of the calendar year of the option grant; 15% on December 31 of the next two
calendar years; and the remaining 20% on December 31 of the eighth calendar year
from the issuance date. Accelerated vesting of Options can occur during the
first five calendar years after issuance upon the Company's attainment of
performance milestones, determined annually by the Board of Directors. For each
year in which performance milestones are attained, 10% of the shares under the
Options shall vest on an accelerated basis, with the installments that would
vest latest under the Options being accelerated first. Outstanding Options also
accelerate upon the occurrence of a change of control of the Company, unless the
successor adopts the Stock Option Plan and does not terminate or constructively
terminate the optionholder (other than for cause) for one year following the
change of control. To date, no accelerated vesting has occurred. The exercise
price of Options under the Stock Option Plan is set at $0.01 per share, and each
Option has an 18-year term.
In addition to the right to repurchase unvested option shares described
above, under the Stock Option Plan, the Company has a right to repurchase vested
shares at a per share price based on a multiple of the Company's EBITDA less
outstanding debt. In addition, the Company is obligated to repurchase, based on
the same formula as above, any vested option shares issued or issuable under
outstanding Options at the end of their 18-year term. The Stock Option Plan also
provides that the Company has a right of first refusal on any proposed
disposition of shares acquired under an Option by sale, transfer or in
connection with a marital dissolution, which right shall lapse upon the initial
public offering of the Company's common stock.
24
<PAGE>
401(k) PLAN
The Company's operating subsidiary, Perry Judd's, implemented a 401(k)
Retirement Savings Plan effective April 28, 1995 (the "401(k) Plan"). All
employees 21 years of age or older employed by Perry Judd's and any affiliated
company who adopts the plan (which will, after the Acquisition, include Judd's
and the former Judd's subsidiaries) are or will be eligible to participate in
the 401(k) Plan. Participants in the 401(k) Plan may not contribute more than
certain specified amounts depending upon the employee's level of compensation.
Each company participating in the 401(k) Plan makes contributions to the 401(k)
Plan equal to 3% of eligible earnings of all qualified participating employees,
as determined under the 401(k) Plan. Participating employees are 100% vested in
all contributions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. The following officers
and employees participated in deliberations concerning executive compensation:
Robert E. Milhous, Paul B. Milhous, Craig A. Hutchison and Beth A. Lindsay.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table set forth certain information regarding beneficial
ownership of the Company's common stock as of March 1, 1999 (i) by each person
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) by each director and Named Executive Officer and (iii) by
all directors and executive officers of the Company as a group. Except as
otherwise listed below, the address of each person listed is c/o Perry Judd's
Incorporated, 575 West Madison Street, Waterloo, Wisconsin 53594.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED(1) AT
MARCH 1, 1999
----------------
NAME NUMBER PERCENT
- --------------------------------------------------------------- ------- -------
<S> <C> <C>
Ropamil Limited Partnership(2) ................................ 797,360 89.0
791 Park of Commerce Drive
Boca Raton, Florida 33487
Craig A. Hutchison(3).......................................... 26,870 3.0
David E. Glick(4).............................................. 10,075 1.1
Verne F. Schmidt(5)............................................ 3,500 *
Thomas V. Bressan.............................................. 7,000 *
Beth A. Lindsay(6)............................................. 5,650 *
All directors and executive officers as a group (12 871,739 97.0
persons)(7)..................................................
</TABLE>
- ------------------------
* Less than 1%
(1) Includes shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1999.
(2) Robert E. Milhous, a director, and the Chairman of the Board of Directors of
the Company and Paul B. Milhous, a director and the Vice-Chairman of the
Board of Directors of the Company and certain affiliated entities
beneficially own the partnership interests in this partnership.
(3) Includes 8,750 shares issuable under immediately exercisable options. Of
such shares, 5,250 shares are unvested and, if issued on an exercise of the
options, as of March 1, 1999, would be subject to repurchase by the Company
on termination of employment at the original $0.01 exercise price.
25
<PAGE>
(4) Includes 10,075 shares issuable under immediately exercisable options. Of
such shares, 9,067.5 shares are unvested and, if issued on an exercise of
the options, as of March 1, 1999, would be subject to repurchase by the
Company on termination of employment at the original $0.01 exercise price.
(5) Includes 3,500 shares issuable under immediately exercisable options. Of
such shares 2,800 shares are unvested and, if issued on an exercise of the
options, as of March 1, 1999, would be subject to repurchase by the Company
on termination of employment at the original $0.01 exercise price.
(6) Includes 3,500 shares issuable under immediately exercisable options. Of
such shares, 2,450 shares are unvested and, if issued on an exercise of the
options, as of March 1, 1999, would be subject to repurchase by the Company
on termination of employment at the original $0.01 exercise price.
(7) Includes an aggregate of 39,059 shares issuable under immediately
exercisable options. Of such shares, an aggregate of 28,866 shares are
unvested and, if issued on an exercise of the options, as of March 1, 1999,
would be subject to repurchase by the Company on termination of employment
at the original $0.01 exercise price.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
Perry Judd's and Novamil Corporation ("Novamil"), a California corporation
owned beneficially by Robert E. Milhous, Chairman of the Company, and Paul B.
Milhous, Vice Chairman of the Company, were parties to a Management Agreement
dated as of April 28, 1995 which was subsequently assigned by Perry Judd's to
the Company and amended by Perry Judd's and Novamil as of December 16, 1997 (the
"Amended Management Agreement"). Pursuant to the Amended Management Agreement,
Novamil provides the Company certain management services by agents and employees
of Novamil other than Robert E. Milhous and Paul B. Milhous in connection with
business strategy, operations and finance. Under the Amended Management
Agreement, the Company pays to Novamil an annual management fee of $750,000
payable in equal monthly installments and subject to annual adjustment for
increases in costs of living. The Amended Management Agreement has a term of
five years from December 16, 1997, subject to one-year extensions thereafter,
unless earlier terminated upon the liquidation or dissolution of the Company, or
ten days after a party has received written notice of a material breach where
such breach remains uncured after such ten-day period.
Pursuant to a consulting agreement dated April 28, 1995 (the "Consulting
Agreement"), Robert E. Milhous and Paul B. Milhous provided consulting services
to Perry Judd's as principals of New House Capital Management Corp., a Delaware
corporation, for which Perry Judd's pays an annual consulting fee of $450,000,
payable in equal monthly installments. The Consulting Agreement has an initial
term of five years, subject to one-year extensions thereafter, unless earlier
terminated upon the liquidation or dissolution of the Company or ten days after
a party has received written notice of a material breach where such breach
remains uncured after such ten-day period. Upon consummation of the Transactions
on December 16, 1997, the Consulting Agreement was assigned by Perry Judd's to
the Company.
Pursuant to a promissory note dated November 15, 1996, PPC Holdings loaned
to Thomas V. Bressan the principal amount of $175,000 at an interest rate of 7%
per annum. Principal and interest is payable in four annual installments of
$26,100 with final payment of all principal and interest outstanding thereafter
due and payable on November 15, 2001.
Pursuant to a consulting agreement dated as of January 10, 1997, Thomas V.
Bressan, Director of the Company, provides consulting services to Perry Judd's
regarding strategic planning, acquisition analysis and structuring, financing
and other significant corporate transactions, and other business strategies. The
agreement has a term of five years, unless earlier terminated upon the
liquidation or dissolution of the Company, or ten days after a party has
received written notice of a material breach where such breach remains uncured
after such ten-day period. The total consulting fee payable under the agreement
is $225,000, payable in five equal annual installments of $45,000.
26
<PAGE>
On December 16, 1997, Ropamil, an affiliate of Robert E. Milhous and Paul B.
Milhous, was issued 95,000 shares of Series A Preferred Stock of the Company in
exchange for $9.5 million in outstanding principal and interest under a certain
$6.5 million promissory note of the Company dated May 2, 1995.
On December 16, 1997, a trust of which Robert E. Milhous is a trustee and a
trust of which Paul B. Milhous is the trustee each purchased an aggregate of
80,000 shares of Common Stock at a purchase price of $2.0 million.
Since May 1995, Perry Judd's has purchased a substantial portion of its
total ink requirements from Marpax, Inc. ("Marpax"). A company owned by Robert
E. Milhous and Paul B. Milhous acts as a procurement agent for Marpax in
procuring the raw materials used by Marpax in the manufacture of its ink. The
Company also purchases ink from other vendors on terms and at prices
substantially the same as those provided by Marpax. The Company expects to
continue to purchase a substantial portion of its total ink requirements from
Marpax so long as it is able to do so on terms no less favorable than those
generally available from other vendors. As a result of its relationship with
Marpax, the Company believes it has been able to improve product quality and
overall services to customers.
Concurrent with the acquisition of Judd's on December 16, 1997, a one-time
fee of $2.0 million was paid to a company owned beneficially by the majority
stockholders of the Company for acquisition services related to the transaction
and the majority stockholder purchased an additional 160,000 shares of common
stock for $4.0 million.
Concurrent with the sale of Port City on September 2, 1998, a one-time fee
of $1.0 million was paid to a company owned beneficially by the majority
stockholders of the Company for divestiture services related to the disposition.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are included in this report at the page numbers
indicated.
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS PAGE NO.
- --------------------------------------------------------------- ---------------
<S> <C>
Independent Auditor's Report................................... F-2
Consolidated Balance Sheets as of December 31, 1998 and 1997... F-3
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996............................... F-4
Consolidated Statements of Minority Interests, Preferred Stock
and Stockholders' Equity for the years ended December 31, 1998,
1997 and 1996.................................................. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996............................... F-6 through F-7
F-8 through
Notes to Consolidated Financial Statements..................... F-18
Schedule II--Valuation and Qualifying Accounts................. F-19
</TABLE>
(b) Reports on Form 8-K
On September 17, 1998, the Company filed a Report on Form 8-K that reported
information under "Item 2. Acquisition or Disposition of Assets" and "Item 5.
Other Matters." The Report included Pro Forma Financial Information relating to
the transactions reported under Item 2.
(c) Exhibits
Included at the end of this Annual Report on Form 10-K.
27
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of this report or incorporated by
reference and will be furnished to any security holder upon request for such
exhibit and payment of any reasonable expenses incurred by the Company. Send any
such request to the Company at 575 West Madison Street, Waterloo, WI 53594.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- ---------------------------------------------------------------------------------
<S> <C>
2.2 Stock Purchase Agreement dated as of July 31, 1998 by and among
Mack Printing Company, Port City Press, Inc. and Perry Judd's
Incorporated. Incorporated by reference to Exhibit 2.2 to the 8-K
dated as of September 17, 1998.
3.1 Amended and Restated Certificate of Incorporation, as amended, of
the Company. Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 No. 333-45235,
declared effective on June 12, 1998 (the "Registration
Statement").
3.2 Amended and Restated By-laws of the Company. Incorporated by
reference to Exhibit 3.1 to the Registration Statement.
4.1 Indenture dated as of December 16, 1997 between the Company and
U.S. Trust Company of California, N.A., as Trustee, including
forms of Senior Notes. Incorporated by reference to Exhibit 4.1
to the Registration Statement.
4.1(a) First Supplemental Indenture dated as of June 10, 1998 by and among
the Company, the Subsidiary Guarantors named therein, the
Additional Subsidiary Guarantor named therein and U.S. Trust
Company of California N.A. as Trustee. Incorporated by reference
to Exhibit 4.1(a) to the Registration Statement.
4.2 Registration Rights Agreement dated as of December 16, 1997 by and
between the Company and BT Alex. Brown as Initial Purchaser.
Incorporated by reference to Exhibit 4.2 to the Registration
Statement.
10.2 Amended and Restated Credit Agreement dated as of December 16,
1997, by and among Perry Graphic Communications, Inc., Shenandoah
Valley Press, Inc., and Port City Press, Inc., as Borrowers, the
Lenders (as defined therein) and BT Commercial. Incorporated by
reference to Exhibit 10.2 to the Registration Statement.
10.3 1995 Stock Option Plan, as amended. Incorporated by reference to
Exhibit 10.3 to the Registration Statement.
10.4 Employment Agreement by and between the Company and Craig A.
Hutchison dated April 28, 1995. Incorporated by reference to
Exhibit 10.4 to the Registration Statement.
10.4(a)* Form of Employment Offer Letter from the Company to David E. Glick
dated January 16, 1998.
10.4(b)* Form of Employment Offer Letter from the Company to Verne F.
Schmidt dated December 26, 1996.
10.5 Stockholders Agreement by and among the stockholders of the Company
named therein dated as of July 1, 1996. Incorporated by reference
to Exhibit 10.5 to the Registration Statement.
10.6 Amended and Restated Co-Sale Agreement by and among the
stockholders of the Company named therein dated as of December
30, 1996. Incorporated by reference to Exhibit 10.6 to the
Registration Statement.
21.0* Subsidiary Listing
27.1* Financial Data Schedule
</TABLE>
- ------------------------
* Filed herewith.
28
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 1999.
<TABLE>
<S> <C> <C>
PERRY JUDD'S HOLDINGS, INC.
By: /s/ CRAIG A. HUTCHISON
-----------------------------------------
Craig A. Hutchison
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ CRAIG A. HUTCHISON
- ------------------------------ President, Chief Executive March 30, 1999
Craig A. Hutchison Officer, and Director
/s/ DAVID E. GLICK Executive Vice President,
- ------------------------------ Operations and Online March 30, 1999
David E. Glick Services, and Director
/s/ VERNE F. SCHMIDT Senior Vice President,
- ------------------------------ Chief Financial Officer, March 30, 1999
Verne F. Schmidt and Director
/s/ THOMAS V. BRESSAN
- ------------------------------ Director and Secretary March 26, 1999
Thomas V. Bressan
/s/ ROBERT E. MILHOUS
- ------------------------------ Director March 30, 1999
Robert E. Milhous
/s/ PAUL B. MILHOUS
- ------------------------------ Director March 30, 1999
Paul B. Milhous
</TABLE>
29
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS: PAGE NUMBERS
- ------------------------------------------------------------------- ------------
<S> <C>
Independent Auditors' Report..................................... F-2
Consolidated Balance Sheets as of December 31, 1998 and 1997..... F-3
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996............................... F-4
Consolidated Statements of Minority Interests, Preferred Stock
and Stockholders' Equity for the years ended December 31, 1998,
1997 and 1996.................................................. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996............................... F-6 to F-7
Notes to Consolidated Financial Statements....................... F-8 to F-18
<CAPTION>
SCHEDULES:
- -------------------------------------------------------------------
<S> <C>
For the years ended December 31, 1998, 1997 and 1996:
II Valuation and Qualifying Accounts............................ F-19
</TABLE>
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Perry Judd's Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of Perry Judd's
Holdings, Inc. (formerly Perry-Judd's Incorporated) and subsidiaries as of
December 31, 1998 and 1997 and the related consolidated statements of
operations, minority interests, preferred stock and stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1998.
Our audits also included the consolidated financial statement schedule listed in
the Index at Item 14. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Perry Judd's Holdings, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.
Also, in our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
As discussed in Note 11 of the financial statements, the Company has filed
indemnity claims against the former owner of Perry Printing Corporation. The
Company's Asset Purchase Agreement allows immediate redemption of the Series A
redeemable preferred stock up to the maximum redemption value for these claims.
Accordingly, the carrying value of the Series A redeemable preferred stock has
been reduced to zero as of December 31, 1996.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 12, 1999
F-2
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (including $40,767 in restricted
balances at December 31, 1998; see note 1)............... $ 42,444 $ 3,779
Accounts receivable........................................ 54,234 44,282
Income tax receivable...................................... -- 185
Inventories................................................ 14,576 18,474
Prepaid expenses........................................... 1,690 1,633
Deferred income taxes...................................... 685 1,039
-------- --------
Total current assets..................................... 113,629 69,392
PROPERTY, PLANT AND EQUIPMENT:
Machinery and equipment.................................... 95,846 107,528
Buildings and improvements................................. 207 17,900
Office furniture, equipment and vehicles................... 5,107 5,611
Land and land improvements................................. 350 4,300
Projects in progress....................................... 5,016 1,291
-------- --------
106,526 136,630
Less accumulated depreciation and amortization............. 22,550 14,822
-------- --------
Property, plant and equipment, net....................... 83,976 121,808
-------- --------
INTANGIBLE ASSETS:
Goodwill, net.............................................. 22,096 28,597
Deferred financing costs, net.............................. 7,339 8,411
Acquisition costs, net..................................... 3,987 4,634
Covenant not to compete, net............................... 293 512
-------- --------
Intangible assets, net................................... 33,715 42,154
-------- --------
TOTAL.................................................. $231,320 $233,354
-------- --------
-------- --------
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................................... $ 17,049 $ 17,656
Accrued expenses........................................... 14,906 14,908
Accrued interest and dividends............................. 1,967 1,045
Income taxes payable....................................... 2,044 808
Current portion of long-term debt.......................... 4,084 2,085
-------- --------
Total current liabilities................................ 40,050 36,502
-------- --------
LONG-TERM DEBT (less current portion)........................ 139,101 143,186
-------- --------
DEFERRED INCOME TAXES........................................ 12,508 11,645
-------- --------
OTHER NONCURRENT OBLIGATIONS................................. 8,729 8,712
-------- --------
MINORITY INTERESTS, Redeemable Preferred Stock
Series B and D with stated redemption value of $100 per
share, aggregate liquidation value of $8,267 and
$7,138................................................... 7,097 6,935
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock--par value $0.001 per share, 775,000 shares
authorized 110,790 and 95,620 shares issued and
outstanding, respectively................................ 11,079 9,562
Common stock--par value $0.001 per share, 1,000,000 shares
authorized, 860,010 issued and outstanding............... 1 1
Additional paid-in capital................................. 21,500 21,500
Accumulated deficit........................................ (8,745) (4,689)
-------- --------
Total stockholders' equity............................... 23,835 26,374
-------- --------
TOTAL.................................................. $231,320 $233,354
-------- --------
-------- --------
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
NET SALES.......................................... $292,354 $153,815 $138,511
-------- -------- --------
OPERATING EXPENSES:
Costs of production.............................. 235,441 124,071 113,185
Selling, general and administrative.............. 30,458 15,678 12,369
Depreciation..................................... 11,138 6,828 5,869
Amortization of intangibles...................... 1,931 410 580
-------- -------- --------
278,968 146,987 132,003
-------- -------- --------
INCOME FROM OPERATIONS............................. 13,386 6,828 6,508
-------- -------- --------
OTHER (INCOME) EXPENSES:
Interest expense................................. 14,813 6,431 5,946
Interest income.................................. (1,390) -- --
Amortization of deferred financing costs......... 1,172 904 600
Loss (gain) on disposition of assets, net........ -- 906 (7)
Other, net....................................... 436 200 51
-------- -------- --------
Total other expenses........................... 15,031 8,441 6,590
-------- -------- --------
LOSS BEFORE INCOME TAXES........................... (1,645) (1,613) (82)
PROVISION (BENEFIT) FOR INCOME TAXES............... (155) 20 4
-------- -------- --------
LOSS BEFORE DIVIDENDS ON REDEEMABLE PREFERRED
STOCK............................................ (1,490) (1,633) (86)
-------- -------- --------
DIVIDENDS ON REDEEMABLE PREFERRED STOCK............ 1,049 1,025 998
-------- -------- --------
NET LOSS........................................... $ (2,539) $ (2,658) $ (1,084)
-------- -------- --------
-------- -------- --------
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF MINORITY INTERESTS,
PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MINORITY
INTERESTS PREFERRED STOCK COMMON STOCK
----------------- ----------------- -----------------
CARRYING CARRYING CARRYING ACCUMULATED
SHARES VALUE SHARES VALUE SHARES VALUE DEFICIT
------- -------- ------- -------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
January 1, 1996.................... 113,454 $ 9,012 -- $ -- 700,010 $ 17,501 $ (885)
Net loss......................... -- -- -- -- -- -- (1,084)
Stock dividends.................. 1,619 162 -- -- -- -- --
Redeemed shares.................. (47,350) (2,402) -- -- -- -- --
------- -------- ------- -------- ------- -------- -----------
December 31, 1996.................. 67,723 6,772 -- -- 700,010 17,501 (1,969)
Net loss......................... -- -- -- -- -- -- (2,658)
Stock issuance................... -- -- 95,000 9,500 160,000 4,000 --
Stock dividends.................. 1,625 163 620 62 -- -- (62)
------- -------- ------- -------- ------- -------- -----------
December 31, 1997.................. 69,348 6,935 95,620 9,562 860,010 21,501 (4,689)
Net loss......................... -- -- -- -- -- -- (2,539)
Stock dividends.................. 1,625 162 15,170 1,517 -- -- (1,517)
------- -------- ------- -------- ------- -------- -----------
December 31, 1998.................. 70,973 $ 7,097 110,790 $ 11,079 860,010 $ 21,501 $(8,745)
------- -------- ------- -------- ------- -------- -----------
------- -------- ------- -------- ------- -------- -----------
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1998 1997 1996
-------- --------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $ (2,539) $ (2,658) $(1,084)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization.................... 13,069 7,238 6,449
Amortization of deferred financing costs......... 1,172 904 600
Deferred income taxes............................ (155) (800) --
Loss (gain) on sale of fixed assets.............. -- 906 (7)
Changes in assets and liabilities excluding
effect of businesses acquired or disposed:
Receivables.................................... (15,213) (5,645) 8,031
Inventories.................................... 1,838 (301) 4,548
Prepaid expenses............................... (115) 304 231
Accounts payable............................... 458 (3,499) (6,904)
Accrued expenses............................... 1,244 1,795 (854)
Accrued interest and dividends................. 1,084 (1,245) 864
Income taxes, net.............................. (6,642) 582 (190)
Intangible assets.............................. (215) (3,255) (33)
Other liabilities.............................. 678 4,386 --
-------- --------- -------
Net cash (used) provided by operating
activities................................. (5,336) (1,288) 11,651
-------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired.... 649 (101,992) --
Proceeds from sale of fixed assets............... 23,842 18,713 142
Proceeds from sale of business................... 29,374 -- --
Capital expenditures............................. (20,626) (14,867) (8,442)
Capital projects converted to operating leases... 13,145 11,635 3,256
-------- --------- -------
Net cash provided (used) by investing
activities................................. 46,384 (86,511) (5,044)
-------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt..................... -- 145,000 1,609
Financing costs incurred......................... (298) (6,665) --
Decrease in revolver debt........................ -- (16,476) (3,077)
Repayment of term debt........................... (2,085) (36,464) (4,650)
Sale of common stock............................. -- 4,000 --
-------- --------- -------
Net cash provided (used) by financing
activities................................. (2,383) 89,395 (6,118)
-------- --------- -------
NET INCREASE IN CASH............................... 38,665 1,596 489
Balance at beginning of period..................... 3,779 2,183 1,694
-------- --------- -------
Balance at end of period........................... $ 42,444 $ 3,779 $ 2,183
-------- --------- -------
-------- --------- -------
</TABLE>
F-6
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) (CONTINUED)
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1998 1997 1996
------- ------ ------
<S> <C> <C> <C>
Interest............................................. $15,487 $4,977 $4,996
------- ------ ------
------- ------ ------
Income Taxes......................................... $ 6,280 $ -- $ 185
------- ------ ------
------- ------ ------
</TABLE>
NON-CASH TRANSACTIONS:
Stock dividends issued to minority interests approximated $162,000, $163,000
and $162,000 based on their value at the time of issuance for the years ended
December 31, 1998, 1997 and 1996, respectively.
Cash dividends accrued on Series D redeemable preferred stock were
approximately $74,000, $49,000 and $26,000 during the years ended December 31,
1998, 1997, and 1996. Such amounts are cumulative and payable on November 1,
2000.
On December 16, 1997, the Company issued 95,000 shares of Series A preferred
stock to the majority stockholders in exchange for a note payable plus accrued
and unpaid interest. Stock dividends issued on this stock approximated
$1,517,000 and $62,000 for the years ended December 31, 1998 and 1997,
respectively. See Note 9.
See notes to consolidated financial statements.
F-7
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of Perry Judd's Holdings, Inc. and its wholly-owned subsidiaries
Perry Judd's Incorporated and Judd's, Incorporated (collectively hereafter
referred to as the "Company"). Prior to the acquisition of Judd's, Incorporated,
the Company operated under the name PPC Holdings, Inc. All significant
intercompany balances and transactions have been eliminated.
Effective December 16, 1997, the Company acquired all of the outstanding
capital stock of Judd's, Incorporated ("Judd's") for approximately $102.0
million less outstanding indebtedness of Judd's. The acquisition was accounted
for under the purchase method of accounting and accordingly the results of
operations are included in the accompanying financial statements since the
acquisition date. The final allocation of the purchase price was based upon the
estimated fair value of the assets acquired and liabilities assumed as follows
(in thousands):
<TABLE>
<CAPTION>
FINAL
ALLOCATION
----------
<S> <C>
Fair value of assets acquired....................................... $ 108,269
Goodwill............................................................ 27,923
Fair value of liabilities assumed................................... (72,333)
Amounts paid to creditors and preferred stockholders................ 37,484
----------
Cash paid for net assets acquired................................... $ 101,343
----------
----------
</TABLE>
Effective July 9, 1998, Judd and Detweiler, Inc., a wholly-owned subsidiary
of Judd's merged with and into Judd's Incorporated.
Effective July 16, 1998, the Company and its subsidiaries completed the
following transactions:
a) The Company changed its name from Perry-Judd's Incorporated to Perry Judd's
Holdings, Inc.
b) Mount Jackson Press, Inc. and Shenandoah Valley Press, Inc., wholly-owned
subsidiaries of Judd's, merged with and into Judd's Incorporated.
c) Judd's Incorporated merged with and into another wholly-owned subsidiary of
the Company, Perry Graphic Communications, Inc. The surviving company, Perry
Graphic Communications, Inc., changed its name to Perry Judd's Incorporated,
("Perry Judd's"), which continues to be a wholly-owned subsidiary of the
Company
ASSET DISPOSITIONS
a) On July 6, 1998, a subsidiary of Perry Judd's, Judd and Detweiler, Inc.,
consummated the sale of a corporate office building located in Washington,
D.C. The aggregate cash consideration received by Perry Judd's in the
transaction totaled approximately $2,550,000, which amount is net of closing
costs and fees of Perry Judd's.
b) On August 17, 1998, Perry Judd's consummated an Agreement of Purchase and
Sale relating to the sale and leaseback by Perry Judd's of three parcels of
real property and industrial buildings located in Pikesville, Maryland,
Strasburg, Virginia and Mt. Jackson, Virginia. As part of these
Sale/Leaseback transactions the Company and Perry Judd's entered into
long-term leases as lessees, with the buyer as lessor, for the properties.
The Company and Perry Judd's then subleased the Pikesville, Maryland
F-8
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. GENERAL INFORMATION (CONTINUED)
property to Port City, a then wholly-owned subsidiary, under substantially
the same economic terms as those contained in the lease.
Perry Judd's received cash consideration from the buyer for the properties
of approximately $20,938,000, net of closing costs and fees. The terms of
the Leases include a twenty year term with an initial annual lease payment
of $2,258,667 and 14.5% escalations scheduled at the start of the sixth,
eleventh and sixteenth years.
The initial annual rents by location are as follows:
<TABLE>
<S> <C>
Pikesville, Maryland................................................ $ 977,412
Strasburg, Virginia................................................. 1,029,676
Mt. Jackson, Virginia............................................... 251,579
----------
$2,258,667
----------
----------
</TABLE>
c) On September 2, 1998, Perry Judd's consummated the sale of all of the
outstanding shares of capital stock of its wholly-owned subsidiary, Port
City Press, Inc. ("Port City"), to Mack Printing Company. The aggregate cash
consideration received by Perry Judd's in the transaction totaled
approximately $29,374,000, which amount is net of closing costs and fees of
Perry Judd's.
The proceeds, net of income taxes payable, aggregating $40,767,000, received
for the sale of the corporate office building, the sale of Port City, and
the sale and leaseback of real property are available only for future
acquisitions and capital expenditures under the Company's Credit Agreement,
subject to certain limitations for 330 days subsequent to the receipt of
proceeds. Any proceeds not utilized for such purposes must be used to prepay
term debt.
NATURE OF BUSINESS--The Company is a full service heatset web offset printer
of magazines, catalogs, and other commercial products. The Company serves a
national domestic market in the printing of weekly and monthly consumer, special
interest and trade magazines, business-to-business and consumer catalogs, and a
variety of other direct advertising products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS--The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.
CREDIT RISK CONSIDERATIONS--The Company has one customer which consisted of
four publication titles comprising approximately 20% of total gross sales volume
for the year ended December 31, 1996. Concurrent with the acquisition of Judd's,
the Company added two additional titles for this customer. For the years ended
December 31, 1998 and 1997, this customer accounted for approximately 15.5% and
22% of total gross sales volume, respectively. The various titles for this
customer are under contracts expiring between December 31, 1999 and December 31,
2003.
The Company has recorded an allowance for doubtful accounts to estimate the
difference between recorded receivables and ultimate collections. The allowance
and provision for bad debts are adjusted periodically based upon the Company's
evaluation of historical collection experience, industry trends and other
relevant factors. The allowance for doubtful accounts was $799,000 and
$1,266,000 at December 31, 1998 and 1997, respectively.
F-9
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORY VALUATION--Inventories are stated at the lower of cost (first-in,
first-out method) or market and are summarized as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
------- -------
<S> <C> <C>
Raw materials................................................. $ 8,402 $10,382
Work in process............................................... 3,791 6,138
Production supplies........................................... 675 658
Repair and maintenance parts.................................. 2,309 2,153
Allowance for obsolete and excess inventories................. (601) (857)
------- -------
$14,576 $18,474
------- -------
------- -------
</TABLE>
PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are stated at
cost. Assets are depreciated on the straight-line basis over estimated useful
lives which range from three to forty years.
<TABLE>
<CAPTION>
ESTIMATED USEFUL LIFE
(IN YEARS)
---------------------
<S> <C>
Machinery and equipment.................................. 3-15
Buildings and improvements............................... 7-40
Office furniture and equipment........................... 3-10
Land improvements........................................ 25-40
</TABLE>
INTANGIBLE ASSETS--Deferred financing costs are being amortized over the
lives of the applicable debt agreements. Accumulated amortization on these costs
was $2,624,000 and $1,253,000 at December 31, 1998 and 1997, respectively.
Direct and external costs related to the acquisitions of Perry Printing and
Judd's Incorporated (See Note 1) are being amortized over five to fifteen years.
Accumulated amortization on these costs was $1,312,000 and $449,000 at December
31, 1998 and 1997, respectively. The Company received a covenant not to compete
from the former owner of Perry Printing which is being amortized over the life
of the covenant of five years. Accumulated amortization on these costs was
$1,106,000 and $886,000 at December 31, 1998 and 1997, respectively.
COST IN EXCESS OF NET ASSETS OF BUSINESSES ACQUIRED--Cost in excess of net
assets of business acquired ("goodwill") is amortized and charged against
operations on a straight-line method over 35 years. Accumulated amortization on
these costs was $742,000 at December 31, 1998.
IMPAIRMENT OF LONG-LIVED ASSETS. The Company periodically evaluates the
carrying value of intangible assets and if future cash flows are believed
insufficient to recover the remaining carrying value of the related assets, the
carrying value is written down in the period the impairment is identified to its
estimated future recoverable value.
REVENUE RECOGNITION--Revenue is recognized when complete orders are shipped.
INCOME TAXES--Deferred income taxes are determined utilizing an asset and
liability approach. This method gives consideration to the future tax
consequences associated with differences between financial accounting and tax
bases of assets and liabilities. This method gives immediate effect to changes
in income tax laws upon enactment.
F-10
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ESTIMATES--The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities as of the balance sheet date and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying value of cash, accounts
receivable, accounts payable and accrued expenses approximates fair value at
December 31, 1998 and 1997 due to their short term nature.
3. ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
------- -------
<S> <C> <C>
Employee related expenses..................................... $ 7,123 $ 8,040
Accrued paper costs........................................... 2,612 2,965
Taxes other than income....................................... 436 957
Other accrued expenses........................................ 4,735 2,946
------- -------
$14,906 $14,908
------- -------
------- -------
</TABLE>
4. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Revolving credit facility................................... $ -- $ --
Term loan facility.......................................... 28,000 30,000
Capital lease obligations................................... 185 271
Senior subordinated notes................................... 115,000 115,000
-------- --------
Total debt.................................................. 143,185 145,271
Less current portion........................................ (4,084) (2,085)
-------- --------
Long-term debt.............................................. $139,101 $143,186
-------- --------
-------- --------
</TABLE>
On April 28, 1995, the Company entered into a five year Credit Agreement
with a commercial bank consortium that provides a revolving and term loan
facility. These loans are collateralized by substantially all assets of the
Company. Concurrent with the acquisition of Judd's, the Company entered into an
Amended and Restated Credit Agreement extending the maturity to December 15,
2002. The Credit Agreement requires the Company to maintain and meet certain
minimum operating ratios and limits expenditures for property and equipment,
dividends, investments, other indebtedness, commitments, guarantees and
contingent liabilities. The Company has been in compliance with substantially
all covenants and has received an amendment for 1998 covering certain covenants
not met.
F-11
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. LONG-TERM DEBT (CONTINUED)
REVOLVING CREDIT FACILITY--The Company has the ability to borrow, subject to
certain terms and conditions, up to $45.0 million until December 15, 2002, at
which time any outstanding borrowings become due and payable unless otherwise
extended based upon mutual agreement of the Company and lenders. Borrowings
against the line are either at a Eurodollar rate plus 2.25%, fixed for periods
up to 180 days, or at the prime rate plus 0.75%. The weighted average interest
rate on the outstanding borrowings approximated 9.06% and 8.38% for the years
ended December 31, 1998 and 1997, respectively.
TERM LOAN FACILITY--The term loan facility is due in installment amounts at
the last day of each month until December 15, 2002, at which time any
outstanding borrowings become due and payable. Repayments may not be reborrowed.
Borrowings are either at a Eurodollar rate plus 2.50%, fixed for periods of up
to 180 days, or at the prime rate plus 1.00%. The weighted average interest rate
on the outstanding borrowings approximated 8.07% and 9.03% for the years ended
December 31, 1998 and 1997, respectively.
SENIOR SUBORDINATED NOTES--The Company issued $115,000,000 aggregate
principal amount of its 10 5/8% senior subordinated notes due December 15, 2007
in connection with its acquisition of Judd's. Interest on the Notes accrues from
the date of original issuance and is payable semi-annually in arrears on June 15
and December 15 of each year. The Notes are redeemable, in whole or in part, at
the option of the Company on or after December 15, 2002 at specified redemption
prices plus accrued interest to the date of redemption. In addition, at any time
on or prior to December 15, 2000, the Company, at its option, may redeem up to
35% of the aggregate principal amount of the Notes originally issued with the
net cash proceeds of one or more public equity offerings, at the redemption
price equal to 110.625% of the principal amount thereof, plus accrued interest
to the date of redemption.
Future minimum principal payments required under the terms of the agreements
are as follows as of December 31, 1998 (in thousands):
<TABLE>
<CAPTION>
YEAR ENDING
- ----------------------------------------------------------------------
<S> <C>
1999.................................................................. $ 4,084
2000.................................................................. 6,084
2001.................................................................. 6,017
2002.................................................................. 12,000
2003.................................................................. --
Thereafter............................................................ 115,000
--------
Total............................................................. $143,185
--------
--------
</TABLE>
The estimated fair value of the Company's senior subordinated notes was
$121,000,000 at December 31, 1998. The remaining long-term debt approximates
fair value.
5. MINORITY INTERESTS
REDEEMABLE PREFERRED STOCK A--At April 28, 1995, Series A redeemable
preferred stock issued in the amount of $5.0 million reflects an original issue
discount of $2.5 million which is the difference between the net present value
at the time of issuance and the April 28, 2005 redemption value. The difference
was accreted by charging operations until redemption. Each share of redeemable
Series A, $0.001 par value, $100 redemption value, nonconvertible, non-voting
preferred stock entitles its holder to receive an annual cash dividend
equivalent to carrying value times 90% of the prime interest rate. At December
31, 1995,
F-12
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. MINORITY INTERESTS (CONTINUED)
50,000 shares were authorized and 47,350 shares were issued and outstanding.
During 1996, the carrying value of the Series A redeemable preferred stock was
written down to $-0- to offset certain purchase accounting adjustments and no
accretion was made. (See Note 11.)
REDEEMABLE PREFERRED STOCK B--Each share of Series B, $0.001 par value, $100
redemption value, nonconvertible, non-voting preferred stock entitles its holder
to receive cash dividends of 12.5% of carrying value and stock dividends of 2.5%
of carrying value (issued in Redeemable Preferred Stock D). At December 31, 1998
and 1997, 65,000 shares were authorized, issued and outstanding and are
mandatorily redeemable on November 1, 2000.
REDEEMABLE PREFERRED STOCK D--Each share of Series D, $0.001 par value, $100
redemption value, nonconvertible, non-voting preferred stock entitles its holder
to receive cash dividends equivalent to 15% of carrying value. At December 31,
1998 and 1997, 100,000 shares were authorized with 5,973, and 4,348 shares
issued and outstanding, respectively. Series D preferred shares are mandatorily
redeemable on November 1, 2000.
6. STOCK OPTION PLAN
In 1995, stockholders of the Company approved the adoption of a stock option
plan (the "Stock Option Plan"). Under the terms of the Stock Option Plan,
options may be granted to officers and key employees. Options have terms of
eighteen years and an exercise price of $.01 per share. Options are immediately
exercisable, but option shares issuable are subject to repurchase by the Company
on termination of employment at the original exercise price until vested. Option
shares vest in gradual increments over an eight year period.
A summary of option activity under the Stock Option Plan is as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
----------------
<S> <C>
Outstanding at January 1, 1996................................. 15,125
Granted........................................................ 7,000
------
Outstanding at December 31, 1996............................... 22,125
Granted........................................................ 3,500
------
Outstanding at December 31, 1997............................... 25,625
Granted........................................................ 13,434
------
Outstanding at December 31, 1998............................... 39,059
------
------
</TABLE>
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretation in accounting for its
employee stock option plan. Accordingly, compensation expense is recorded to the
extent the estimated fair value of each share exceeds the option exercise price
at the date of grant. If the Company had elected to report compensation expense
based on the estimated fair value of the options at the grant date consistent
with the fair value method outlined in SFAS No. 123, "Accounting for Stock-Based
Compensation," the impact on the Company's net income (loss) for any period or
stockholders' equity as of any date would not have been material since the
inception of the Stock Option Plan.
F-13
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. STOCK OPTION PLAN (CONTINUED)
The following table summarizes information concerning outstanding and
exercisable options and vested option shares at December 31, 1998:
<TABLE>
<S> <C>
Outstanding and exercisable options.................................... 39,059
Weighted Average Remaining Contractual Life of Outstanding Options..... 15 years
Vested option shares issuable.......................................... 10,193
Weighted Average Remaining Contractual Life of Exercisable Options..... 16 years
</TABLE>
7. OPERATING LEASES
The Company leases certain equipment and office space under non-cancelable
operating lease agreements. Lease expense under such agreements was
approximately $13.0 million, $5.1 million, and $4.3 million for the years ended
December 31, 1998, 1997 and 1996 respectively.
Concurrent with the acquisition of Judd's, the Company entered into a
sale/leaseback whereby the Wisconsin printing plants and warehouse facilities,
and the Company's corporate headquarters were sold to a third party for the
aggregate purchase price (exclusive of fees and costs) of $18.25 million and
immediately leased back to the Company. The sale/leaseback of the real property
resulted in a deferred gain of $2.8 million net of taxes and is being amortized
over the initial term of the lease. The lease has an initial term of 20 years,
with an economic abandonment buyout for one property selected by the company
after five years, and may be extended for three additional five-year terms at
the company's option. Initial annual rent under the lease is approximately $1.9
million payable quarterly in advance with 10% escalations scheduled at the start
of the sixth, eleventh and sixteenth years of the 20 year term (and a
corresponding 10% increase at the beginning of any option term). For the first
ten years of the lease, the Company has a right of first refusal on any proposed
sale of all of the leased properties by the lessor to a third party, exercisable
within 30 days of receipt of the proposed sale contract.
On August 17, 1998, the Company entered into a sale and leaseback
transaction for the majority of the Judd's real property. See Note 1.
Future minimum annual lease payments required under the operating lease
agreements are as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- -----------------------------------------------------------------------
<S> <C>
1999................................................................... $ 16,349
2000................................................................... 15,087
2001................................................................... 14,176
2002................................................................... 11,627
2003................................................................... 9,759
Thereafter............................................................. 67,143
--------
Total minimum lease payments....................................... $134,141
--------
--------
</TABLE>
F-14
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. INCOME TAXES
The provision for income taxes consists of the following components (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------
1998 1997
----- -----
<S> <C> <C>
Current
Federal........................................................ $ -- $ 800
State.......................................................... -- 20
----- -----
-- 820
Deferred
Federal........................................................ (142) (800)
State.......................................................... (13) --
----- -----
(155) (800)
----- -----
(Benefit) provision for income taxes............................... $(155) $ 20
----- -----
----- -----
</TABLE>
Following is a reconciliation of the U.S. statutory federal income tax rate
to the effective rate (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------
1998 1997 1996
----- ----- ----
<S> <C> <C> <C>
Tax benefit at Federal statutory rate (35%)................. $(576) $(565) $(30)
State income taxes (benefit) net of Federal
income tax benefit........................................ (102) 20 (4)
Goodwill amortization....................................... 297 -- --
Other permanent differences................................. 226 565 38
----- ----- ----
Provision (benefit) for income taxes........................ $(155) $ 20 $ 4
----- ----- ----
----- ----- ----
</TABLE>
F-15
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. INCOME TAXES (CONTINUED)
Significant components of deferred tax assets and deferred tax liabilities
are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Deferred Tax Assets:
Accounts receivable items................................. $ 278 $ 321
Inventory items........................................... 257 485
Accrued vacation and other benefits....................... 652 779
Accrued pension benefits.................................. 291 339
Other accrued expenses.................................... 691 1,184
Sale and leaseback........................................ 1,775 1,850
Tax loss carryforwards.................................... 525 4,363
Tax credit carryforwards.................................. 3,517 3,496
Other items............................................... 196 231
-------- --------
8,182 13,048
Deferred Tax Liabilities:
Prepaid items............................................. (563) (546)
Non current assets........................................ (19,286) (23,628)
Other..................................................... (156) 520
-------- --------
(20,005) (23,654)
-------- --------
Net deferred income taxes................................... $(11,823) $(10,606)
-------- --------
-------- --------
</TABLE>
The net deferred tax liability is classified in the balance sheets as
follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Current deferred income taxes............................... $ 685 $ 1,039
Non-current deferred income taxes........................... (12,508) (11,645)
-------- --------
$(11,823) $(10,606)
-------- --------
-------- --------
</TABLE>
Included in tax assets at December 31, 1998 are net operating loss
carryforwards of approximately $7.5 million for state income tax purposes,
alternative minimum tax credits of approximately $3,016,000 and state tax
credits of $501,000 which can be used to offset future regular tax and have no
expiration date.
9. RELATED PARTY TRANSACTIONS
On April 28, 1995, the Company entered into management agreements (the
"Agreements") with two companies owned beneficially by the majority stockholders
of the Company. The Agreements, as well as subsequent revisions, provide for
certain management and consulting services in connection with business strategy,
operations and finance. The Agreements have initial terms of five years, subject
to one-year extensions thereafter and require the Company to currently pay
annual management fees totaling
F-16
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. RELATED PARTY TRANSACTIONS (CONTINUED)
$1,200,000 per year plus reimbursement of certain expenses. Management fees and
expense reimbursements paid in conjunction with the Agreements approximated
$1,354,000 $832,000 and $738,000 for the years ended December 31, 1998, 1997 and
1996, respectively.
A California corporation owned beneficially by the majority stockholders,
loaned $6.5 million to the Company in connection with the acquisition of Perry
Printing. The loan was evidenced by a senior note bearing interest at 15% per
annum. Interest was payable quarterly in arrears at the end of each calendar
quarter on the unpaid principal amount. In connection with obtaining this
financing, the Company paid a one-time fee of $650,000. This amount has been
capitalized as deferred financing costs in the consolidated financial statements
and was being amortized over the life of the note. The unamortized portion of
this fee was written off on December 16, 1997. Concurrent with the acquisition
of Judd's, the Company converted the note and $3.0 million of accrued and unpaid
interest into 95,000 shares of preferred stock. The conversion was effected by
exchanging one share of preferred stock for every $100 of outstanding principal
and interest under the Senior Note.
Since May 1995, the Company has purchased a substantial portion of its total
ink requirements from a company affiliated with the majority stockholders. The
Company expects to continue to purchase a substantial portion of its total ink
requirements from this vendor. Net purchases for years ended December 31, 1998,
1997 and 1996, amounted to $13.3 million, $7.2 million and $9.7 million,
respectively. Net outstanding indebtedness to this supplier was $0.7 million and
$0.3 million as of December 31, 1998 and 1997, respectively.
Concurrent with the acquisition of Judd's on December 16, 1997, a one-time
fee of $2.0 million was paid to a company owned beneficially by the majority
stockholders of the Company for acquisition services related to the transaction
and the majority stockholders purchased an additional 160,000 shares of common
stock for $4.0 million.
Concurrent with the sale of Port City on September 2, 1998, a one time fee
of $1.0 million was paid to a company owned beneficially by the majority
stockholders of the Company for divestiture services related to the disposition.
10. RETIREMENT PLANS
The Company has a defined contribution plan referred to as the Perry Graphic
Communications Retirement Savings Plan (the "Plan"). The Plan covers
substantially all employees who have attained 21 years of age and are credited
with twelve months of service on their enrollment date. The Company contributed
approximately $1,648,000 $875,000, and $862,000 for the years ended December 31,
1998, 1997 and 1996, respectively, to the Plan representing 3% of eligible
employee wages.
Judd's has a noncontributory defined benefit pension plan which provides
coverage for all full-time permanent employees who meet the length of service
and age requirements specified in the plan. Effective December 31, 1997, the
plan was frozen. The actuarially determined projected benefit obligation at
December 31, 1998 and 1997, after taking into effect the freeze, was
approximately $6,297,000 and $7,998,000, respectively. The discount rate used to
measure the projected benefit obligation was 7% and 7.25% at December 31, 1998
and 1997, respectively. Plan assets, consisting primarily of investments in
mutual funds, were $8,813,000 and $9,686,000 at December 31, 1998 and 1997,
respectively. The Company has not determined whether it will continue to
administer the plan or whether the plan will be terminated
F-17
<PAGE>
PERRY JUDD'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. RETIREMENT PLANS (CONTINUED)
through the purchase of annuity contracts. Approximately $40,000 of the net
annual pension cost has been reflected in the accompanying financial statements
for the year ended December 31, 1997.
11. COMMITMENTS AND CONTINGENCIES
INDEMNIFICATION--In connection with the acquisition of Perry Printing, the
Company issued 50,000 and 65,000 shares of Series A and B redeemable preferred
stock, respectively, to the former owner of Perry Printing. During 1996, the
Company made two indemnity claims against the former owner of Perry Printing
principally involving breaches of warranties and representations made on certain
assets under its Asset Purchase Agreement. Redemption features of the Series A
redeemable preferred stock provided the Company with the option to offset such
claims as immediate redemption of the Series A redeemable preferred stock up to
the maximum redemption value of $5 million. Accordingly, the carrying value of
the Series A redeemable preferred stock was reduced to $-0- in the financial
statements at December 31, 1996. The former owner of Perry Printing has objected
to these claims for indemnification and management anticipates the claims may
result in litigation but believes the Company's position on the claims will be
upheld.
Additionally, the Company has asserted a claim against the former owner of
Perry Printing for an approximate $1.8 million employee benefit obligation
incurred prior to April 28, 1995, which is now an obligation of the Company to
its employees covered by collective bargaining agreements. This amount has been
reflected as an increase to both assets and liabilities pending resolution with
the former owner of Perry Printing.
PURCHASE COMMITMENTS--At December 31, 1998, the Company has commitments to
purchase or lease approximately $7.9 million of operating assets.
12. SUBSEQUENT EVENTS
On February 1, 1999, the Company acquired all of the issued and outstanding
capital stock of Heartland Press, Inc. for approximately $15.6 million. In
addition, the Company assumed approximately $6.8 million of Heartland Press's
indebtedness, all of which was paid in full upon consummation of the
acquisition. The acquisition will be accounted for as a purchase.
F-18
<PAGE>
SCHEDULE II
PERRY JUDD'S HOLDINGS, INC.
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS OTHER
ALLOWANCE FOR BALANCE CHARGED TO ADDITIONS BALANCE
UNCOLLECTIBLE BEGINNING COSTS AND DEDUCTIONS-- (DEDUCTIONS) END
ACCOUNTS RECEIVABLE OF YEAR EXPENSES DESCRIBE DESCRIBE OF YEAR
- ------------------------- --------- ---------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
Year Ended December 31
1998................. $1,266 $521 $930(1) $ (58)(2) $ 799
1997................. $ 320 $321 $257(1) $ 882(3) $ 1,266
1996................. $ 428 $137 $245(1) -- $ 320
OBSOLETE AND EXCESS
INVENTORIES
- -------------------------
Year Ended December 31
1998................. $ 857 $ 57 $ 66(4) $(247)(2) $ 601
1997................. $ 645 $190 $293(4) $ 315(3) $ 857
1996................. $ 301 $ 10 -- $ 334(5) $ 645
</TABLE>
- ------------------------
(1) Write-offs of receivables, net of recoveries.
(2) Balance of sold division at disposition date.
(3) Balance of acquired companies at acquisition date.
(4) Disposal of obsolete inventory, net of recoveries.
(5) Claim against former owner for aged and obsolete inventory.
F-19
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of this report or incorporated by
reference and will be furnished to any security holder upon request for such
exhibit and payment of any reasonable expenses incurred by the Company. Send any
such request to the Company at 575 West Madison Street, Waterloo, WI 53594.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- --------------------------------------------------------------------------
<S> <C> <C>
2.2 Stock Purchase Agreement dated as of July 31, 1998 by and
among Mack Printing Company, Port City Press, Inc. and
Perry Judd's Incorporated. Incorporated by reference to
Exhibit 2.2 to the 8-K dated as of September 17, 1998.
3.1 Amended and Restated Certificate of Incorporation, as
amended, of the Company. Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on
Form S-4 No. 333-45235, declared effective on June 12,
1998 (the "Registration Statement").
3.2 Amended and Restated By-laws of the Company. Incorporated by
reference to Exhibit 3.1 to the Registration Statement.
4.1 Indenture dated as of December 16, 1997 between the Company
and U.S. Trust Company of California, N.A., as Trustee,
including forms of Senior Notes. Incorporated by reference
to Exhibit 4.1 to the Registration Statement.
4.1(a) First Supplemental Indenture dated as of June 10, 1998 by
and among the Company, the Subsidiary Guarantors named
therein, the Additional Subsidiary Guarantor named therein
and U.S. Trust Company of California N.A. as Trustee.
Incorporated by reference to Exhibit 4.1(a) to the
Registration Statement.
4.2 Registration Rights Agreement dated as of December 16, 1997
by and between the Company and BT Alex. Brown as Initial
Purchaser. Incorporated by reference to Exhibit 4.2 to the
Registration Statement.
10.2 Amended and Restated Credit Agreement dated as of December
16, 1997 by and among Perry Graphic Communications, Inc.,
Shenandoah Valley Press, Inc., and Port City Press, Inc.,
as Borrowers, the Lenders (as defined therein) and BT
Commercial. Incorporated by reference to Exhibit 10.2 to
the Registration Statement.
10.3 1995 Stock Option Plan, as amended. Incorporated by
reference to Exhibit 10.3 to the Registration Statement.
10.4 Employment Agreement by and between the Company and Craig A.
Hutchison dated April 28, 1995. Incorporated by reference
to Exhibit 10.4 to the Registration Statement.
10.4(a)* Form of Employment Offer Letter from the Company to David E.
Glick dated January 16, 1998.
10.4(b)* Form of Employment Offer Letter from the Company to Verne F.
Schmidt dated December 26, 1996.
10.5 Stockholders Agreement by and among the stockholders of the
Company named therein dated as of July 1, 1996.
Incorporated by reference to Exhibit 10.5 to the
Registration Statement.
10.6 Amended and Restated Co-Sale Agreement by and among the
stockholders of the Company named therein dated as of
December 30, 1996. Incorporated by reference to Exhibit
10.6 to the Registration Statement.
21.0* Subsidiary Listing
27.1* Financial Data Schedule
</TABLE>
- --------------------------
* Filed herewith.
<PAGE>
EXHIBIT 10.4(a)
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS AND
ENCLOSED BY BRACKETS. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
January 16, 1998
Mr. David Glick
Executive Vice President
Operations and On-Line Services
Perry-Judd's Incorporated
143 N. Wyndstone Drive
North Barrington, Illinois 60010
Dear David,
I want you to know how excited I was by the news that you have decided to join
our team. As we have discussed, we have an unprecedented opportunity to truly
differentiate Perry-Judd's from its competition and to continue to build it into
the industry leader if not immediately in size, surely in terms of performance
and customer preference.
Bob Milhous and Jerry have long believed that part of the differentiation is
through the caliber of people on the team and since I have been involved with
them, I have become a believer. You joining Perry-Judd's adds powerfully to our
abilities. I believe that you and I will become close associates and we'll have
a great deal of fun working together to realize some exciting and very
worthwhile goals. I am anxious for you to come on board!
To that end, I would like to detail and formalize our offer of employment to you
below:
1. You will join Perry-Judd's Incorporated as Executive Vice President of
Operations and On-Line Services. You will be elected to the Board of
Directors. Your responsibilities will include the operational aspects of
our current three web offset plants; Waterloo, Baraboo and Shenandoah
Valley Press. The three division managers will report directly to you. In
addition, you will have responsibility for our materials purchasing
function, our postal affairs and distribution function, and our newly
created off-site prep facility that serves our Waterloo and Baraboo plants
from Madison. Our Vice President of Research and Engineering and his
department will report directly to you and I suspect that we will soon
create a central scheduling and production control function that will
report to you. And very exciting is our new high tech business.............
Judd's On-Line. The two
principals of this business, Richard Warren and Noel Jerke, will report to
you individually and as a team as we begin to grow this new business
rapidly. I suspect, David, that as we get more involved with Port City
Press, I will also ask for your involvement there as well.
2. Your base compensation will be $10,385 every other week totaling $270,000
annually. You will have a bonus opportunity of up to 35% of your base
salary for successful attainment of corporate objectives each year. Our
plan allows for an overachievement bonus of up to 100% of your bonus for
achievement at 125% of the corporate objectives.
3. [***]
- ------------------------
[***] Confidential treatment has been requested for redacted portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
<PAGE>
Mr. David Glick Page 2
4. In addition to the executive incentive plan noted earlier, you will be
granted options to earn an additional 9,675 shares (1 1/8%) subject equally
to both time and performance vesting requirements where the quickest
vesting will take place for five years (time) or up to 8 years
(performance) were the company not to meet its objectives in any of the
first three years.
5. If there is a change of company control, your equity value in the company
will be guaranteed at $1,000,000 minimum value. With a change of control
you become fully vested, which will also be the case in the event of your
death.
6. If there is a change of control that takes place and your equity is valued
at less than $2,000,000 and you: a) lose your position altogether, b) are
asked to accept a lesser responsibility and do not elect to do so and
leave, or c) you are asked to relocate and do not elect to do so and leave,
you will be entitled to salary continuation of $333,000 per year for up to
three years or until you fund suitable employment, whichever comes first.
7. We will pay you a hiring bonus of $100,000 on the first payroll date after
March 31, 1998.
8. We will pay you $50,000 on the first payroll date after November 1, 1998.
9. [***]
10. [***]
11. We will pay reasonable relocation expenses [***]
12. We will cover your temporary living expenses while you sell your home and
purchase a new one here in Wisconsin, including car rental for a reasonable
period of time up to six months or more if we analyze the financial impact
on the company of your home value guarantee to be more than the continued
coverage of your transitional living expenses.
13. You will have up to 4 weeks vacation during your first year and beyond.
14. You will be enrolled in the Perry-Judd's health benefit, life insurance and
defined contribution (3% of base with no required match up to the legal
deferrable amount) 401k plan as those plans are defined. Our life insurance
coverage is two times annual salary.
That should cover it, David. I am looking forward to both our business and
personal relationships evolving and growing in the years ahead. We have an
outstanding challenge ahead of us and your contributions will undoubtedly be
both significant and welcome.
I'll look forward to your first day!
Sincerely,
/s/ Craig Hutchison
Craig Hutchison
President/CEO
CH/rs
bcc: Bob Milhous
Paul Milhous
Jerry Peisach
- ------------------------
[***] Confidential treatment has been requested for redacted portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
<PAGE>
January 16, 1998
Mr. David Glick
Executive Vice President
Operations and On-Line Services
Perry-Judd's Incorporated
143 N. Wyndstone Drive
North Barrington, Illinois 60010
Dear David,
I'm looking forward to your arrival on February 5th. We have lots to do!
As follow-up to the formal offer letter that I sent to you, please let me offer
this addendum:
1. Upon your starting here in Waterloo on February 5, 1998, we will present you
with a check for [***] which is intended to cover your upcoming
miscellaneous relocation costs.
2. We would like you and your wife Jean to relocate here in the Madison,
Wisconsin area as soon as you can. To that end, if you purchase a home here
and your current residence is not yet sold, we will assist you in obtaining
financing for your new home. Such assistance could take any number of forms,
which we can discuss if and when this becomes an issue.
3. In the event of your death, disablement, or change of the control of the
company and you were still to own both homes (Barrington and Wisconsin), the
company will be obligated to purchase one or the other of your homes as
determined by you or your survivor.
4. Your health insurance will be effective on your first day of employment. The
waiting period for pre-existing conditions will be waived.
That should cover all the aspects of our offer to you, David. I'll look forward
to seeing you next week.
Sincerely,
/s/ Craig Hutchison
Craig Hutchison
President/CEO
CH/rs
- ------------------------
[***] Confidential treatment has been requested for redacted portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
<PAGE>
EXHIBIT 10.4(b)
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS AND
ENCLOSED BY BRACKETS. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
December 27, 1996
Mr. Vern Schmidt
151 Carleton Avenue
Glen Ellyn, Illinois 60137
Dear Vern,
Jerry Peisach and I had a very positive and upbeat conversation last weekend
about your visit with me and our excitement about the prospect of you joining
our senior management team here at Perry.
I enjoyed our conversations and time together last week very much. I believe
that you will bring a great deal to Perry not only as Sr. Vice President and
Chief Financial Officer, but as a strong contributor to the momentum we are
building as a management team and as a company. Both Jerry and I believe that
there is a good fit, that we can offer you a unique work environment and that
the rest of our team will enjoy and benefit from your involvement. We're anxious
to have you join us!
To that end, I would like to detail and formalize our offer of employment to you
below:
1. You will join Perry Graphic Communications as an officer of the company,
i.e. Senior Vice President--Chief Financial Officer.
2. Your compensation will be $16,666 per month bi-weekly. You will have a bonus
opportunity of up to 35% of your base salary for successful attainment of
corporate performance targets each year. Our plan also allows for an
overachievement bonus. This overachievement bonus can be as much as 100% of
the initial 35% bonus if the company achieves 125% of its annual performance
target.
3. [***] We would like you to exercise this option within 120 days of your
starting date with Perry. The other options for up to one half of one
percent (.5%) of the company are subject to both time and performance
vesting requirements. These options will be exercisable at $.01 per share.
4. You will be enrolled in the Perry health benefit plans and will participate
in the defined contribution plan and 401k plan as those plans are defined.
5. It is our understanding that you intend to relocate to Wisconsin, but
maintain your residence in Glen Ellyn, Illinois. Since our employment offer
would normally include relocation costs and these costs will not be
incurred, we will offer to subsidize your housing costs here in Wisconsin
[***]
6. We would like you to begin your employment with Perry either the week of
January 6 or January 13, 1997.
Also, in the event that there is a change of control where more than 50% of the
company is sold and you should lose your job or not have the opportunity to
accept a comparable position with the new owner, the company will pay you your
current salary and benefits for up to one year or until you accept another
position, whichever comes first. You should also know that if a sale of the
company should occur, all shares are immediately vested.
- ------------------------
[***] Confidential treatment has been requested for redacted portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
<PAGE>
Mr. Vern Schmidt Page 2
As part of this offer, we would like you to send to our attention a report from
your physician on your physical condition. If you have a recent physical exam
you could send, that would be fine. If not, please have an exam completed and
send us the bill.
That should cover it Vern. I know that Beth has set you up with Jean-Ann
Ragsdale for a good overview of residences here in South Central Wisconsin and
that you want to get a feel for the area before you respond. I'm certain you
will like what you see and we all look forward to your positive response and
acceptance of our offer to join the Perry team.
Sincerely,
/s/ Craig Hutchison
Craig Hutchison
President/CEO
<PAGE>
EXHIBIT 21
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION
- ------------------------------------------------- -----------------------------
<S> <C>
Heartland Press, Inc............................. Delaware
Judd's Online, Inc............................... Delaware
Perry Judd's Incorporated........................ Delaware
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 42,444 3,779
<SECURITIES> 0 0
<RECEIVABLES> 55,033 45,548
<ALLOWANCES> (799) (1,266)
<INVENTORY> 14,576 18,474
<CURRENT-ASSETS> 113,629 69,392
<PP&E> 106,526 136,630
<DEPRECIATION> (22,550) (14,822)
<TOTAL-ASSETS> 231,320 233,354
<CURRENT-LIABILITIES> 40,050 36,502
<BONDS> 139,101 143,186
7,097 6,935
11,079 9,562
<COMMON> 21,501 21,501
<OTHER-SE> (8,745) (4,689)
<TOTAL-LIABILITY-AND-EQUITY> 231,320 233,354
<SALES> 292,354 153,815
<TOTAL-REVENUES> 292,354 153,815
<CGS> 235,441 124,071
<TOTAL-COSTS> 278,968 146,987
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 521 321
<INTEREST-EXPENSE> 15,985 7,335
<INCOME-PRETAX> (1,645) (1,613)
<INCOME-TAX> (155) 20
<INCOME-CONTINUING> (1,490) (1,633)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,539) (2,658)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
