Jostens IH Corp. Announces Unaudited Pro Forma Year-to-Date Sales of $1,142 Million, an Increase of 5.2% over the Comparable Period in 2003.MINNEAPOLIS Minneapolis (mĭn'ēăp`əlĭs), city (1990 pop. 368,383), seat of Hennepin co., E Minn., at the head of navigation on the Mississippi River, at St. Anthony Falls; inc. 1856. -- Jostens Jostens is an American company that produces class rings for various high schools and colleges as well as championship rings for sports, including the Super Bowl rings. They also publish yearbooks. The company is based in Minneapolis, Minnesota and was founded in 1897. IH Corp. ("JIHC") today announced unaudited pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma year-to-date Year-to-date (YTD) The period beginning at the start of the calendar year up to the current date. sales of $1,142 million, an increase of 5.2% over the comparable nine-month period in 2003. On October October: see month. 4, 2004, JIHC completed a series of transactions pursuant to which AHC AHC Appalachian Hardwood Center AHC American Heritage Center (University of Wyoming, Laramie, WY) AHC American Horse Council AHC Association for History and Computing AHC Australian Heritage Commission AHC Assault Helicopter Company I Acquisition Corp. ("Arcade arcade, series of arches supported by columns or piers. An arcade may stand free; if it is attached to a wall it is called a wall arcade or a blind arcade. The earliest-known arcades were in Roman architecture, in which piers, ornamented with engaged columns carrying ") and Von Von. For some German names beginning thus, see under the proper name; e.g., for Otto von Bismarck, see Bismarck, Otto von. (Voice On the Net, Video On the Net) A trade show sponsored by pulver. Hoffmann Hoffmann thrice a loser when one girl turns out to be a mechanical doll, the second dies, and the third loves another man. [Fr. Opera: Tales of Hoffmann in Scholes, 1005] See : Love, Unrequited Holdings Inc. ("Von Hoffmann") joined Jostens, Inc. ("Jostens") as direct, wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of JIHC. The transactions included the acquisition of Von Hoffmann and Arcade by an affiliate of Kohlberg Kravis Roberts Kohlberg Kravis Roberts & Co (commonly referred to as KKR) is a New York City-based private equity firm that focuses primarily on late-stage leveraged buyouts. It was founded in 1976 by Jerome Kohlberg, Jr., and cousins Henry Kravis and George R. & Co. L.P. ("KKR KKR Korringa-Kohn-Rostoker (method) KKR Kohlberg, Kravis & Roberts & Co. KKR Kalkara (postal locality, Malta) KKR Kramers-Kronig Relations KKR Komarappa Gounder Ramalingam (hospital in India) ") through separate mergers with those companies, and the contribution of the stock of Von Hoffmann and Arcade to JIHC, in exchange for stock of Jostens Holding Corp. ("Jostens Holdings"), our parent. Prior to the October 4 transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners DLJ Merchant Banking Partners (DLJMB) is a LBO-focused private equity firm of Credit Suisse. DLJMB has offices in New York, London and Los Angeles. External links
named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. speciality printing, marketing and school-related affinity The relationship that a person has to the blood relatives of a spouse by virtue of the marriage. The doctrine of affinity developed from a Maxim of Canon Law that a Husband and Wife were made one by their marriage. There are three types of affinity. products and services enterprise. As a result of the October 4, 2004 transactions occurring subsequent to the October 2, 2004 quarter end, JIHC is presenting unaudited pro forma summary financial information for the three- and nine-month periods ending October 2, 2004 and the corresponding periods in 2003. The Von Hoffmann and Arcade pro forma financial data have been presented based on their respective three- and nine-month periods ended September September: see month. 30th. The unaudited pro forma condensed con·dense v. con·densed, con·dens·ing, con·dens·es v.tr. 1. To reduce the volume or compass of. 2. To make more concise; abridge or shorten. 3. Physics a. consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: statements of income for the periods presented give effect to (1) the October 4th transactions and related financing; (2) the 2003 merger of Jostens with an affiliate of DLJMBP III; (3) adjustments to exclude the effect on costs of products sold of purchase accounting adjustments to inventory in connection with the 2003 merger, as well as transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). related to the 2003 merger; (4) the acquisition by Von Hoffmann of The Lehigh Lehigh (lē`hī), river, 103 mi (166 km) long, rising in NE Pa. and flowing generally SE to the Delaware River at Easton. It flows through the Lehigh Valley, where rich anthracite deposits made Allentown and Bethlehem (a famed steel producer) Press; and (5) the reclassification Reclassification The process of changing the class of mutual funds once certain requirements have been met. These requirements are generally placed on load mutual funds. Reclassification is not considered to be a taxable event. of the Lehigh Direct division from a discontinued operation discontinued operation A segment of a business that has been abandoned or sold or for which plans for one or another of these actions have been approved. See also continuing operations. to a continuing operation, as if they had all occurred on December December: see month. 29, 2002. The unaudited pro forma information is based upon available information and certain assumptions that the company believes are reasonable under the circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or . The unaudited pro forma financial information is presented for informational purposes only and does not purport To convey, imply, or profess; to have an appearance or effect. The purport of an instrument generally refers to its facial appearance or import, as distinguished from the tenor of an instrument, which means an exact copy or duplicate. PURPORT, pleading. to represent what the company's results of operations or financial condition would actually have been had all of the events described above, including the October 4th transactions, occurred on the date indicated, nor does it purport to project the results of operations or financial condition of JIHC for any future period or as of any future date. Pro forma net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight for the three- and nine-month periods ended October 2, 2004 were $284.5 million and $1,142.3 million, respectively, an increase of 5.2% over both of the prior year comparative periods. Pro forma net sales for each of the separate subsidiary companies for the three-month period compared to the prior year comparative period were: Jostens of $105.3 million, an increase of 12.3%, compared to $93.8 million; Von Hoffmann of $134.6 million, a decrease of 3.4%, compared to $139.4 million; and Arcade of $44.6 million, an increase of 19.9%, compared to $37.2 million. Pro forma net sales for each of the separate subsidiary companies for the nine-month period compared to the prior year comparative period were: Jostens of $624.6 million, an increase of 5.8%, compared to $590.3 million; Von Hoffmann of $409.6 million, an increase of 1.2%, compared to $404.8 million; and Arcade of $108.1 million, an increase of 19.4%, compared to $90.5 million. Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become (as defined in the accompanying ac·com·pa·ny v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies v.tr. 1. To be or go with as a companion. 2. summary of financial data) on a pro forma basis for the three- and nine-month periods was $37.3 million and $226.2 million, respectively, an increase of 32.7% and 9.6%, respectively, over $28.1 million and $206.3 million in the respective prior year comparative periods. JIHC has provided a reconciliation of pro forma net (loss) income to Adjusted EBITDA in the accompanying summary of financial data. Adjusted EBITDA on a pro forma basis for each of the separate subsidiary companies for the three-month period compared to the prior year comparative period was: Jostens a loss of $0.6 million, compared to a loss of $5.6 million. A portion of this period over period growth is attributable attributable emanating from or pertaining to attribute. attributable proportion see attributable risk (below). attributable risk to favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. timing of shipments from fourth quarter to third quarter; Von Hoffmann of $24.8 million, compared to $23.1 million; and Arcade of $13.1 million, compared to $10.6 million. Adjusted EBITDA on a pro forma basis for each of the separate subsidiary companies for the nine-month period compared to the prior year comparative period was: Jostens of $126.9 million, compared to $113.4 million; Von Hoffmann of $70.1 million, compared to $69.3 million; and Arcade of $29.2 million, compared to $23.6 million. "With the completion of the October 4th transactions, I look forward to leading JIHC to a strong future through focusing on the continued growth of the existing Jostens, Von Hoffmann and Arcade franchises and the synergistic synergistic /syn·er·gis·tic/ (sin?er-jis´tik) 1. acting together. 2. enhancing the effect of another force or agent. syn·er·gis·tic adj. 1. and operational opportunities we believe exist for the combined enterprise and identifying and executing on acquisition opportunities that will complement the products and services we currently offer," said Marc Reisch, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . Jostens is a leading provider of school-related affinity products and services that help people celebrate important moments, recognize achievements and build affiliation. Jostens' products include yearbooks, class rings, graduation Graduation is the action of receiving or conferring an academic degree or the associated ceremony. The date of event is often called degree day. The event itself is also called commencement, convocation or invocation. products and school photography. Von Hoffmann is a leading manufacturer of four-color four-col·or adj. Of or being an overprinting or photographic process in which three primary colors and black are transferred by four different plates or filters to a surface, reproducing the colors of the subject matter. case bound and soft-cover educational textbooks, textbook textbook Informatics A treatise on a particular subject. See Bible. covers, standardized test A standardized test is a test administered and scored in a standard manner. The tests are designed in such a way that the "questions, conditions for administering, scoring procedures, and interpretations are consistent" [1] materials and related components for major educational publishers in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Von Hoffmann also provides commercial printing services to non-educational customers, including business-to-business  This article or section needs copy editing for grammar, style, cohesion, tone and/or spelling.You can assist by [ editing it] now. catalogers and its Lehigh Direct business provides a range of innovative printing products and services to the direct marketing sector. Arcade is a leading global marketer and manufacturer of multi-sensory and interactive advertising sampling systems for the fragrance, cosmetics cosmetics, preparations externally applied to change or enhance the beauty of skin, hair, nails, lips, and eyes. The use of body paint for ornamental and religious purposes has been common among primitive peoples from prehistoric times (see body-marking). and personal care markets as well as other consumer product markets, including household products and food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. markets. This release may contain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. ." Forward-looking statements are based on our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "project," or "continue," or the negative thereof or similar words. We base these forward-looking statements on assumptions that we believe are reasonable; however, these assumptions may prove incorrect or be affected by known or unknown risks or uncertainties. As a result, actual results may vary materially from those set forth in our forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. On October 4, 2004, we completed a series of transactions, pursuant to which AHC I Acquisition Corp. (Arcade) and Von Hoffmann Holdings, Inc. became our direct wholly-owned subsidiaries. The risks and uncertainties that would cause our actual results to differ include, but are not limited to, the following: our substantial indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. following the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transactions; our inability to implement our business strategy and achieve anticipated cost savings in a timely and effective manner; competition from other companies; the seasonality of our businesses; loss of significant customers or customer relationships; fluctuations of raw material prices and our reliance on a limited number of suppliers; Jostens' reliance on independent sales representatives; our reliance on numerous complex information systems; Von Hoffmann's dependency dependency In international relations, a weak state dominated by or under the jurisdiction of a more powerful state but not formally annexed by it. Examples include American Samoa (U.S.) and Greenland (Denmark). on the sale of school textbooks; the textbook adoption cycle and levels of government funding for education spending; the reliance of our businesses on limited production facilities; the amount of capital expenditures required at our businesses; the failure of Arcade's sampling systems to comply with U.S. postal regulations; labor disturbances; environmental regulations; foreign currency fluctuations and foreign exchange rates; the outcome of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; and control by our controlling shareholders.
We have presented unaudited pro forma condensed consolidated
statements of income which combine the consolidated financial data of
JIHC, Von Hoffmann and Arcade for the periods indicated to aid the
understanding of financial information. In addition, we have presented
unaudited pro forma condensed statements of income for the three
separate subsidiary companies. The unaudited pro forma condensed
consolidated statements of income for the three and nine month periods
ended October 2, 2004 and September 27, 2003 give effect to (1) the
October 4th transactions and related financing, (2) the 2003 merger of
Jostens with an affiliate of DLJMBP III, (3) adjustments to exclude
the effect on costs of products sold of purchase accounting
adjustments to inventory in connection with the 2003 merger, as well
as transaction costs related to the 2003 merger, (4) the acquisition
by Von Hoffmann of The Lehigh Press and (5) the reclassification of
the Lehigh Direct division from a discontinued operation to a
continuing operation, as if they had all occurred on December 29,
2002. The unaudited pro forma information is based upon available
information and certain assumptions that the company believes are
reasonable under the circumstances. The unaudited pro forma financial
information is presented for informational purposes only and does not
purport to represent what the company's results of operation or
financial condition would actually have been had all of the events
described above, including the October 4th transactions, occurred on
the date indicated, nor does it purport to project the results of
operations or financial condition of JIHC for any future period or as
of any future date. The foregoing information may contain financial
measures other than in accordance with generally accepted accounting
principles and should not be considered in isolation from or as a
substitute for the company's historical condensed consolidated
financial statements. The company presents this information because
management uses it to monitor and evaluate the company's ongoing
operating results and trends, and believes it provides investors an
understanding of the company's operating performance over comparative
periods.
JOSTENS IH CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three months ended Nine months ended
--------------------- ---------------------
October 2, Sept. 27, October 2, Sept. 27,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Net sales $284.5 $270.4 $1,142.3 $1,085.6
Cost of products sold 192.5 191.5 688.7 656.3
------------------------------------------------ ---------------------
Gross profit 92.0 78.9 453.6 429.3
Selling and administrative
expenses 84.2 85.2 327.2 317.9
Special charges 4.7 0.4 5.9 0.7
------------------------------------------------ ---------------------
Operating income (loss) 3.1 (6.7) 120.5 110.7
Interest expense, net 23.5 24.1 71.1 71.6
Other expense 0.1 0.0 0.3 0.6
------------------------------------------------ ---------------------
(Loss) income before
income taxes (20.5) (30.8) 49.1 38.5
(Benefit from) provision
for income taxes (13.9) (20.9) 33.4 26.2
------------------------------------------------ ---------------------
Net (loss) income (6.6) (9.9) 15.7 $12.3
================================================ =====================
Adjusted EBITDA (1) $37.3 $28.1 $226.2 $206.3
Three months ended Nine months ended
--------------------- ---------------------
October 2, Sept. 27, October 2, Sept. 27,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Net (loss) income $(6.6) $(9.9) $15.7 $12.3
Interest expense, net 23.5 24.1 71.1 71.6
Income taxes (13.9) (20.9) 33.4 26.2
Depreciation and
amortization expense 27.3 33.9 95.3 92.7
Management and advisory
fees 0.8 0.7 1.9 1.2
Severance and other 6.2 0.2 8.8 2.3
------------------------------------------------ ---------------------
Adjusted EBITDA (1) $37.3 $28.1 $226.2 $206.3
================================================ =====================
JOSTENS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three months ended Nine months ended
--------------------- ---------------------
October 2, Sept. 27, October 2, Sept. 27,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Net sales $105.3 $93.8 $624.6 $590.3
Cost of products sold 58.1 55.1 292.9 273.3
------------------------------------------------ ---------------------
Gross profit 47.2 38.7 331.7 317.0
Selling and administrative
expenses 67.4 67.4 272.1 267.2
Special charges 4.0 0.0 4.0 0.0
------------------------------------------------ ---------------------
Operating (loss) income (24.2) (28.7) 55.6 49.8
================================================ =====================
Adjusted EBITDA (1) $(0.6) $(5.6) $126.9 $113.4
Three months ended Nine months ended
--------------------- ---------------------
October 2, Sept. 27, October 2, Sept. 27,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Operating (loss) income $(24.2) $(28.7) $55.6 $49.8
Depreciation and
amortization expense 17.8 22.9 64.5 61.7
Management and advisory
fees 0.2 0.3 0.8 0.3
Severance and other 5.6 (0.1) 6.0 1.6
------------------------------------------------ ---------------------
Adjusted EBITDA (1) $(0.6) $(5.6) $126.9 $113.4
================================================ =====================
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three months ended Nine months ended
--------------------- ---------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Net sales $134.6 $139.4 $409.6 $404.8
Cost of products sold 106.9 112.9 328.3 324.8
------------------------------------------------ ---------------------
Gross profit 27.7 26.5 81.3 80.0
Selling and administrative
expenses 11.4 12.9 38.4 36.6
Special charges 0.7 0.4 1.9 0.7
------------------------------------------------ ---------------------
Operating income 15.6 13.2 41.0 42.7
================================================ =====================
Adjusted EBITDA (1) $24.8 $23.1 $70.1 $69.3
Three months ended Nine months ended
--------------------- ---------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Operating income $15.6 $13.2 $41.0 $42.7
Depreciation and
amortization expense 8.1 9.2 26.0 25.6
Management and advisory
fees 0.5 0.3 0.8 0.6
Severance and other 0.6 0.4 2.3 0.4
------------------------------------------------ ---------------------
Adjusted EBITDA (1) $24.8 $23.1 $70.1 $69.3
================================================ =====================
AHC I ACQUISITION CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three months ended Nine months ended
--------------------- ---------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Net sales $44.6 $37.2 $108.1 $90.5
Cost of products sold 27.5 23.5 67.5 58.2
------------------------------------------------ ---------------------
Gross profit 17.1 13.7 40.6 32.3
Selling and administrative
expenses 5.4 4.9 16.7 14.1
Special charges 0.0 0.0 0.0 0.0
------------------------------------------------ ---------------------
Operating income 11.7 8.8 23.9 18.2
================================================ =====================
Adjusted EBITDA (1) $13.1 $10.6 $29.2 $23.6
Three months ended Nine months ended
--------------------- ---------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
In millions 2004 2003 2004 2003
------------------------------------------------ ---------------------
Operating income $11.7 $8.8 $23.9 $18.2
Depreciation and
amortization expense 1.4 1.8 4.8 5.4
Management and advisory
fees 0.1 0.1 0.3 0.3
Severance and other (0.1) (0.1) 0.2 (0.3)
------------------------------------------------ ---------------------
Adjusted EBITDA (1) $13.1 $10.6 $29.2 $23.6
================================================ =====================
(1) The indentures governing our and our parent's outstanding notes
and our senior secured credit facilities contain financial ratios
that are calculated by reference to Adjusted EBITDA. Adjusted
EBITDA is defined as net income (loss) plus net interest expense,
income taxes and depreciation and amortization, further adjusted
to give effect to adjustments required in calculating covenant
ratios and compliance under the indentures governing our and our
parent's notes and our senior secured credit facilities. Adjusted
EBITDA is a material component of these covenants. For example,
non-compliance with the financial ratio maintenance covenants
contained in our senior secured credit facilities could result in
the requirement to immediately repay all amounts outstanding under
such facilities, while non-compliance with the debt incurrence
ratios contained in the indentures governing our and our parent's
notes would prohibit JIHC and its restricted subsidiaries from
being able to incur additional indebtedness other than pursuant to
specified exceptions. Adjusted EBITDA is not a presentation made
in accordance with generally accepted accounting principles in the
United States of America (GAAP), is not a measure of financial
condition or profitability, and should not be considered as an
alternative to (1) net income (loss) determined in accordance with
GAAP or (2) operating cash flows determined in accordance with
GAAP. Additionally, Adjusted EBITDA is not intended to be a
measure of free cash flow for management's discretionary use, as
it does not consider certain cash requirements such as interest
payments, tax payments and debt service requirements. Because not
all companies use identical calculations, this presentation of
Adjusted EBITDA may not be comparable to other similarly titled
measures of other companies.
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