DRAFT
5/7/97
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended March 31, 1997
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the transition period from ______________ to ______________
Commission File Number 1-14084
BIG FLOWER PRESS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-376-8322
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3 East 54th Street
New York, New York 10022
(212) 521-1600
(Address, including zip code, and telephone number, including
area code, of Registrant's Principle Executive Offices)
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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: As of May 1, 1997, there were
16,770,840 shares of the Registrant's Common Stock, par value $0.01 per share,
and 1,738,692 shares of the Registrant's Class B Common Stock, par value $0.01
per share, outstanding.
================================================================================
<PAGE>
PART I - FINANCIAL INFORMATION
BIG FLOWER PRESS HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(IN THOUSANDS)
Item 1. Financial Statements
MARCH 31, DECEMBER 31,
1997 1996
--------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $ 4,640 $ 4,200
Accounts receivable, net 81,656 105,270
Inventories 33,086 30,126
Prepaid expenses and other assets 5,224 5,622
Deferred income taxes 18,035 17,286
--------- ---------
Total current assets 142,641 162,504
Property, plant and equipment, net 297,343 296,426
Other assets, net 295,112 290,812
--------- ---------
TOTAL ASSETS $ 735,096 $ 749,742
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 94,279 $ 116,513
Compensation and benefits payable 33,821 38,087
Other current liabilities 26,050 37,349
Current portion of long-term debt 1,396 1,376
--------- ---------
Total current liabilities 155,546 193,325
Revolving credit facility 247,065 227,365
Long-term debt, net of current portion 203,325 203,401
Deferred income taxes 18,026 13,073
Other long-term liabilities 15,342 16,228
--------- ---------
Total liabilities 639,304 653,392
--------- ---------
Stockholders' equity:
Common stock 185 186
Additional paid-in capital 116,567 119,019
Accumulated deficit (19,833) (21,514)
Other (1,127) (1,341)
--------- ---------
Total stockholders' equity 95,792 96,350
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 735,096 $ 749,742
========= =========
See the accompanying notes to the condensed consolidated financial statements.
2
<PAGE>
PART I - FINANCIAL INFORMATION
BIG FLOWER PRESS HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(IN THOUSANDS EXCEPT SHARE DATA)
QUARTER ENDED QUARTER ENDED
MARCH 31, MARCH 31,
1997 1996
------------ ------------
Net sales $ 297,501 $ 229,128
Operating expenses:
Costs of production 235,245 196,786
Selling, general and administrative 31,150 17,274
Depreciation 11,429 6,053
Amortization of intangibles 4,101 3,997
------------ ------------
281,925 224,110
------------ ------------
Operating income 15,576 5,018
------------ ------------
Other expenses (income):
Interest expense 9,710 7,587
Amortization of deferred financing costs 555 710
Interest income (120) (196)
Other, net 2,135 5,963
------------ ------------
12,280 14,064
------------ ------------
Income (loss) before income taxes 3,296 (9,046)
Income tax expense (benefit) 1,615 (4,623)
------------ ------------
Income (loss) before extraordinary item 1,681 (4,423)
Extraordinary item, net (1,892)
------------ ------------
Net income (loss) $ 1,681 $ (6,315)
============ ============
Income (loss) per common and common
equivalent share:
Income (loss) before extraordinary item $ 0.09 $ (0.24)
Extraordinary item, net (0.11)
------------ ------------
Net income (loss) $ 0.09 $ (0.35)
============ ============
Weighted average shares outstanding 19,326,998 18,065,367
============ ============
See the accompanying notes to the condensed consolidated financial statements.
3
<PAGE>
PART I - FINANCIAL INFORMATION
BIG FLOWER PRESS HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(IN THOUSANDS)
<TABLE>
<CAPTION>
3 MONTHS ENDED 3 MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996
-------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,681 $ (6,315)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Provision for doubtful accounts 788 15
Deferred income taxes (1,004) (2,177)
Depreciation and amortization 15,530 10,050
Deferred interest 42 38
Amortization of deferred financing costs 555 710
Loss (gain) on disposition of property,
plant and equipment 425 (18)
Cost of accounts receivable sales 1,506 1,301
Extraordinary item, net 1,892
Changes in operating assets and liabilities (excluding effect of
acquisitions):
Decrease in accounts receivable 20,274 30,349
Proceeds from sale of accounts receivable 91,567
(Increase) decrease in inventories (2,960) 9,805
Decrease (increase) in prepaid expenses and
other current assets 178 (809)
Increase in other assets (330) (486)
Decrease in accounts payable, compensation and
benefits payable and other liabilities (18,002) (45,840)
-------- ---------
Net cash provided by operating activities 18,683 90,082
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (15,343) (9,468)
Proceeds from sales of property, plant and equipment 76 28
Acquisition of business, net of cash acquired (474) (77,770)
Collection of stockholder notes receivable 2 1
-------- ---------
Net cash used in investing activities (15,739) (87,209)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for long-term debt (177) (115,068)
Proceeds from issuance of long-term debt 75,000
Net borrowings under line of credit 19,700 41,110
(Decrease) increase in cash overdraft (19,755) 2,945
Deferred financing costs (1,313)
Proceeds from issuance of common stock 287 8
Purchase of common stock (2,559)
-------- ---------
Net cash (used in) provided by financing activities (2,504) 2,682
-------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 440 5,555
CASH AND CASH EQUIVALENTS, BEGINNING 4,200 9,172
-------- ---------
CASH AND CASH EQUIVALENTS, ENDING $ 4,640 $ 14,727
======== =========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
4
<PAGE>
BIG FLOWER PRESS HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
Big Flower Press Holdings, Inc. ("Big Flower", and together with its
subsidiaries, the "Company") is a leading advertising and marketing services
company with three principal operating units: Treasure Chest Advertising
Company, Inc. ("TC Advertising"), Webcraft Technologies, Inc. ("Webcraft"), and
Laser Tech Color, Inc. ("Laser Tech"). TC Advertising is a leading producer of
advertising insert programs for leading retailers and produces TV listing
magazines, Sunday comics, Sunday magazines and special supplements for many of
the most widely circulated U. S. newspapers. Webcraft is a market leader in
producing highly customized direct mail and specialty advertising products such
as commercial games and fragrance samplers. Laser Tech is a leading provider of
outsourced, digital premedia and content management services to retailers,
advertising agencies, and consumer product companies. The Company and its
subsidiaries operate in the advertising and marketing services industry. The
unaudited interim condensed consolidated financial statements of the Company
have been prepared on the basis of generally accepted accounting principles and,
in the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of such information for
the interim periods presented. In addition, the financial statements of the
Company have been restated, for the first quarter of 1996, for the merger with
Scanforms, Inc. ("Scanforms") on October 4, 1996. The results of operations and
cash flows for the interim periods presented are not necessarily indicative of
results for the full year.
2. ACQUISITIONS
On March 19, 1996, the Company acquired Webcraft for approximately $111.0
million, of which (i) approximately $4.0 million represented a portion of the
proceeds received by Webcraft in connection with the settlement of a certain
patent litigation and (ii) $4.8 million was deposited in escrow to fund any
claims for indemnification of the Company. Assets acquired, excluding intangible
assets, were $198.1 million and liabilities assumed were $156.4 million.
During the fourth quarter of 1996, the Company consummated the acquisition of
all of the outstanding capital stock of PrintCo., Inc. ("PrintCo"), Pacific
Color Connection, Inc. ("Pacific Color"), Designer Color Systems, Ltd.
("Designer Color") and Digital Dimensions, Inc. ("Digital Dimensions"). The
aggregate purchase price of these acquisitions was approximately $46.5 million
in cash, a $2 million note and .5 million shares of common stock with an
approximate market value of $9 million. Assets acquired, excluding intangible
assets, totaled $67.9 million and liabilities assumed were $41.9 million.
5
<PAGE>
The acquisitions of Webcraft, PrintCo, Pacific Color, Designer Color and Digital
Dimensions have been accounted for as purchases. The cost has been allocated to
the acquired companies' assets and liabilities based on their relative fair
values as of the closing dates of the acquisitions, based on valuations and
other studies. A portion of the excess of the purchase cost over the historical
book value of the net assets acquired was allocated to specific identified
intangibles and the remainder, representing goodwill, is being amortized over 40
years. The valuation and other studies for PrintCo, Pacific Color, Designer
Color and Digital Dimensions are not yet complete. Management does not believe
any adjustments will be material.
Subsequent to the acquisition of Webcraft in the first quarter of 1996, the
Company repurchased substantially all of Webcraft's outstanding debt at a
premium which generated an extraordinary loss of $1.9 million, net of income tax
benefit of $1.3 million.
The following supplemental unaudited pro forma information has been prepared as
though the acquisitions of Webcraft, PrintCo, Pacific Color, Designer Color and
Digital Dimensions had occurred at January 1, 1996 (in thousands, except per
share data):
3 Months Ended
March 31,
1996
---------
Net sales $ 318,707
Income before extraordinary item (928)
Net loss (2,820)
Net loss per common and common equivalent share (0.16)
On October 4, 1996, Big Flower consummated the acquisition of Scanforms, Inc., a
Delaware corporation ("Scanforms"), as a result of which Scanforms became a
wholly owned subsidiary of Webcraft. Big Flower issued rights to receive
1,549,489 full shares of its common stock in exchange for all the outstanding
common stock of Scanforms. The merger of Scanforms was accounted for as a
pooling of interests. Accordingly, the Company's condensed consolidated
financial statements have been restated to include the results of Scanforms for
all periods presented.
3. ACCOUNTS RECEIVABLE
On October 4, 1996 the Company entered into a six-year agreement (the "A/R
Securitization") pursuant to which it may sell fractional undivided beneficial
interests in a designated pool of certain eligible accounts receivable. The
maximum allowable amount of receivables to be sold is $150 million. The amount
outstanding at any measurement date varies based upon the level of eligible
receivables. Under the terms of the agreement, the Company has retained
substantially the same risk of credit loss as if the receivables had not been
sold and, accordingly, the full amount of the allowance for doubtful accounts
has been retained. At March 31, 1997 an $89.3 million interest had been sold
under the A/R Securitization and is reflected as a reduction of accounts
receivable in the accompanying condensed consolidated balance sheets. Fees of
this program vary based on a Eurodollar rate plus an average margin of 3/8% per
annum on the
6
<PAGE>
amount of interest sold. This rate is lower than the rate under the Company's
existing credit agreement. These costs, which were approximately $1.5 million
for the three-month period ended March 31, 1997, are included in other, net in
the accompanying condensed consolidated statements of operations.
4. INVENTORIES
Inventories as of March 31, 1997 and December 31, 1996 are summarized as follows
(in thousands):
March 31, December 31,
1997 1996
------- -------
(unaudited)
Paper $25,551 $22,315
Ink 1,202 1,040
Other 6,333 6,771
------- -------
TOTAL $33,086 $30,126
======= =======
5. EARNINGS PER SHARE
Per share information is computed using the weighted average number of shares of
Common Stock outstanding and dilutive common equivalent shares from stock
options using the treasury stock method.
The Company will adopt Statement of Financial Accounting Standard No. 128, "
Earnings Per Share" ("SFAS 128") in the fourth quarter of 1997, as required. The
standard specifies the computation, presentation and disclosure requirements for
earnings per share. The pro forma basic earnings per common share and the pro
forma diluted earnings per common share, as computed under the provision of SFAS
128 for the quarter ended March 31, 1997, were $0.09. Basic and diluted pro
forma earnings per share, as computed under the provisions of SFAS 128, are also
the same as previously reported for the quarter ended March 31, 1996.
7
<PAGE>
BIG FLOWER PRESS HOLDINGS, INC.
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This Quarterly Report on Form 10-Q (the "Report") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933.
Discussions containing such forward-looking statements may be found in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" as well as within this Report generally. In addition, when used in
this Report, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to a number of significant risks and uncertainties. Actual results
in the future could differ materially from those described in the
forward-looking statements as a result of many factors outside the control of
the Company, including fluctuations in the cost of paper and other raw materials
used by the Company, changes in the advertising and printing markets, the
financial condition of the Company's customers, the general condition of the
United States economy, and the matters set forth in the Report generally.
Consequently, such forward-looking statements should be regarded solely as the
Company's current plans, estimates and beliefs. The Company does not undertake
any obligation to publicly release any revisions to these forward-looking
statements to reflect any future events or circumstances.
General
The discussion below compares the consolidated financial condition and
results of operations of Big Flower for the three months ended March 31, 1997
with the three months ended March 31, 1996.
Big Flower is a leading advertising and marketing services company with
three principal operating units: TC Advertising, Webcraft, and Laser Tech. TC
Advertising is a leading producer of advertising insert programs for leading
retailers and produces TV listing magazines, Sunday comics, Sunday magazines and
special supplements for many of the most widely circulated U. S. newspapers.
Webcraft is a market leader in producing highly customized direct mail and
specialty advertising products such as commercial games and fragrance samplers.
Laser Tech is a leading provider of outsourced, digital premedia and content
management services to retailers, advertising agencies, and consumer product
companies. The Company and its subsidiaries operate in the advertising and
marketing services industry.
The cost of paper is a principal factor in the Company's 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
8
<PAGE>
generally result in lower prices to customers. Volatility in paper costs results
in a corresponding volatility in the Company's net sales, but generally has not
affected volume or profits to any significant extent.
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 on the
availability of certain grades of paper, including grades utilized by the
Company. The Company believes that its strong relationships with major North
American paper suppliers should enable the Company to satisfy its paper
requirements on competitive terms even in periods of high demand.
Results of Operations
The following table presents the major components from the Condensed
Consolidated Statements of Operations as a percent of net sales for the three
month periods ended March 31, 1997 and 1996:
Three Months Ended
March 31,
-------------------------
1997 1996
--------- ---------
Net sales 100.0% 100.0%
Operating expenses:
Costs of production 79.1% 85.9%
Selling, general and administrative 10.5% 7.5%
Depreciation 3.8% 2.7%
Amortization of intangibles 1.4% 1.7%
--------- ---------
94.8% 97.8%
--------- ---------
Operating income 5.2% 2.2%
--------- ---------
Other expenses (income):
Interest expense 3.3% 3.3%
Amortization of deferred financing costs 0.2% 0.3%
Interest income (0.1%) (0.1%)
Other, net 0.7% 2.6%
--------- ---------
4.1% 6.1%
--------- ---------
Income (loss) before income taxes 1.1% (3.9%)
Income tax expense (benefit) 0.5% (2.0%)
--------- ---------
Income (loss) before extraordinary item 0.6% (1.9%)
Extraordinary item, net 0.0% (0.9%)
--------- ---------
Net income (loss) 0.6% (2.8%)
========= =========
EBITDA (in thousands) $ 31,106 $ 15,068
========= =========
"EBITDA" represents the sum of operating income, depreciation and
amortization of intangibles. EBITDA is presented here to provide additional
information regarding the Company's ability to meet its future debt service,
capital expenditures and working capital requirements. EBITDA is not a measure
of financial performance and should not be considered
9
<PAGE>
an alternative to net income as a measure of operating performance or to cash
flows from operating activities as a measure of liquidity.
Comparison of the three months ended March 31, 1997 with the three months ended
March 31, 1996
Net sales increased to $297.5 million for the three months ended March 31,
1997 from $229.1 million for the three months ended March 31, 1996, an increase
of $68.4 million or 29.8%. The increase resulted from the addition of the
operations of Webcraft, PrintCo, Pacific Color, Designer Color and Digital
Dimensions (collectively the "1996 Acquisitions") for the three months ended
March 31, 1997 which was offset in part by a decrease in TC Advertising's
(excluding PrintCo) net sales as a result of lower paper costs in 1997. Paper
costs were 35.9% of the Company's net sales for the three months ended March 31,
1997 as opposed to 49.4% of net sales for the three months ended March 31, 1996.
Volume of production for TC Advertising, which increased approximately 8% for
the first quarter of 1997 from the first quarter of 1996, offset the decline in
paper costs.
Operating income for the three months ended March 31, 1997 was $15.6
million compared to $5.0 million for the three months ended March 31, 1996, an
increase of $10.6 million or 210.4%. $8.8 million of the increase resulted from
the inclusion of the operations of the 1996 Acquisitions. Costs of production as
a percent of sales decreased to 79.1% for the three months ended March 31, 1997
from 85.9% for the three months ended March 31, 1996, principally attributable
to decrease in the cost of paper and the inclusion of the operations of the 1996
Acquisitions where paper is less of a component of costs. Selling, general and
administrative expenses increased to $31.2 million in the three months ended
March 31, 1997 from $17.3 million for the three months ended March 31, 1996, an
increase of $13.9 million or 80.3% which is principally due to the 1996
Acquisitions. Depreciation was $11.4 million for the three months ended March
31, 1997 compared to $6.1 million for the three months ended March 31, 1996, an
increase of $5.4 million or 88.8%. The increase in depreciation was attributable
to the 1996 Acquisitions and increased capital expenditures throughout 1996 at
TC Advertising.
Net interest expense, including the amortization of deferred financing
fees, for the three months ended March 31, 1997 was $10.1 million compared to
$8.1 million for the three months ended March 31, 1996. Interest expense
increased due to higher average debt levels in the first quarter of 1997 as a
result of the 1996 Acquisitions, primarily the $75 million term loan which was
obtained in March 1996.
Other, net, was $2.1 million in the three months ended March 31, 1997
compared to $6.0 million in the comparable period in 1996, which prior period
included $5.0 million in non-recurring financing costs related to the
acquisition of Webcraft. For the three months ended March 31, 1997, other, net
includes charges of $1.5 million related to the A/R Securitization compared to
$.2 million of recurring costs for the three months ended March 31, 1996.
10
<PAGE>
The extraordinary item, net of tax, of $1.9 million in the first quarter of
1996 was due to early extinquishment of debt subsequent to the acquisition of
Webcraft.
The effective income tax rate for the three months ended March 31, 1997 and
1996 exceeded the federal statutory tax rate due primarily to amortization of
certain goodwill (which is not deductible for income tax purposes) and state
income taxes.
Liquidity and Capital Resources
The operations of the Company historically have been funded with internally
generated funds, term loans and borrowings under the Credit Agreement (as
defined below). The Company believes that internally-generated funds from
operations, the Credit Agreement and the A/R Securitization will be sufficient
to meet its operating requirements for the near future.
Big Flower's current liabilities exceeded current assets by $12.9 million
at March 31, 1997 compared with $30.8 million at December 31, 1996, an increase
in working capital of $17.9 million. Excluding the effects of the A/R
Securitization, working capital at March 31, 1997 and December 31, 1996 would
have been $76.4 million and $49.0 million, respectively. The ratio of current
assets to current liabilities as of March 31, 1997 was .92 to 1 (1.49 to 1
excluding the A/R Securitization), and as of December 31, 1996 was .84 to 1
(1.25 to 1 excluding the A/R Securitization).
Net cash provided by operating activities for the three months ended March
31, 1997 was $18.7 million, an increase of $20.2 million from the prior
comparable period in 1996 (excluding the proceeds from the sale of accounts
receivable). Net cash used in investing activities were financed primarily
through borrowings under the Credit Agreement and the A/R Securitization.
On November 28, 1995, TC Advertising entered into a six year $350.0 million
revolving credit facility (the "Credit Agreement"). The Credit Agreement was
amended and restated on March 19, 1996 to add a $75 million term loan. The
revolving facility will be reduced by $33.3 million on the last day of 1998,
1999 and 2000 and will mature on the last day of 2001. Principal payments on the
term loan of $0.75 million are due on the last day of 1996 through 2001 and will
mature on the last day of 2002. Interest on revolving loans will be payable at
TC Advertising's option (a) at a base rate plus a margin which ranges from 0.00%
to 1.25% or (b) at a Eurodollar-based rate plus a margin which ranges from 0.50%
to 2.25%. Interest on the term loan will be payable at TC Advertising's option
(a) at a base rate plus a margin of 1.50% or (b) at a Eurodollar-based rate plus
a margin of 2.50%. The Credit Agreement also contains covenant requirements and
certain dividend restrictions which are customary for such financings.
The Company intends to (i) enter into a new credit facility (the "New
Credit Facility") with a group of lenders providing for up to $475.0 million of
revolving credit loans and (ii) terminate its existing Credit Agreement and
repay its loans thereunder. The Company has recieved commitments from Bankers
Trust Company and Credits Suisse regarding the New Credit Facility; however,
such commitments are subject to certain conditions and therefore there can be no
assurance that the Company will enter into the New Credit Facility or when and
on what terms such New Credit Facility will become available.
11
<PAGE>
Big Flower has grown through acquisitions, and continues to seek similar or
complementary businesses. Such acquisitions are likely to require the incurrence
and/or assumption of indebtedness and other obligations, the issuance of equity
securities or some combination thereof. In addition, Big Flower may from time to
time determine to sell or otherwise dispose of certain of its existing
businesses. However, Big Flower cannot predict if any transactions will be
consummated, nor the terms or forms of consideration required in such
transactions. Big Flower's recent acquisitions are discussed in Note 2 to the
Condensed Consolidated Financial Statements included herein.
Seasonality
The Company's advertising circular business is seasonal in nature, with
activity increasing prior to the following advertising periods: Easter (March
15-April 15); Memorial Day (April 15-May 15); Back to School (July 15-August
15); and Thanksgiving/Christmas (October 1-December 15). Sunday comics,
newspaper TV listing guides, other newspaper products and other publications are
not seasonal in nature. Net sales for the Company by quarter for the twelve
months ended December 31, 1996 were 19%, 25%, 26% and 30% of total net sales for
the quarters ended March 31, June 30, September 30 and December 31,
prespectively. Based on its historical experience and projected operations, the
Company expects its operating results to be highest in the quarter ended
December 31 and weakest in the quarter ended March 31.
12
<PAGE>
PART II - OTHER INFORMATION
BIG FLOWER PRESS HOLDINGS, INC.
AND SUBSIDIARIES
Item 1. Legal Proceedings -
No reportable developments occurred with respect to legal proceedings
during the quarter ended March 31, 1997.
Item 2. Changes in Securities -
None
Item 3. Defaults Upon Senior Securities -
None
Item 4. Submission of Matters to a Vote of Securities Holders -
None
Item 5. Other Information -
None
Item 6. Exhibits and Reports on Form 8-K -
(a) Exhibits
None
(b) Reports on Form 8-K
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIG FLOWER PRESS HOLDINGS, INC.
/s/ Richard L. Ritchie
--------------------------------------
Richard L. Ritchie
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
DATE: May 12, 1997
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOUND ON PAGES 2 THROUGH 4 OF THE COMPANY'S FORM 10-Q FOR THE YEAR TO
DATE AND IS QUALIFIED IN IT'S ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,640
<SECURITIES> 0
<RECEIVABLES> 89,707
<ALLOWANCES> 8,051
<INVENTORY> 33,086
<CURRENT-ASSETS> 142,641
<PP&E> 393,570
<DEPRECIATION> 96,227
<TOTAL-ASSETS> 735,096
<CURRENT-LIABILITIES> 155,546
<BONDS> 0
0
0
<COMMON> 185
<OTHER-SE> 95,607
<TOTAL-LIABILITY-AND-EQUITY> 735,096
<SALES> 297,501
<TOTAL-REVENUES> 297,501
<CGS> 235,245
<TOTAL-COSTS> 235,245
<OTHER-EXPENSES> 47,907
<LOSS-PROVISION> 788
<INTEREST-EXPENSE> 10,265
<INCOME-PRETAX> 3,296
<INCOME-TAX> 1,615
<INCOME-CONTINUING> 1,681
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,681
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
