ITEM 1. BUSINESS
General
We are a successor to a business that commenced operations in 1926, and are one of the largest national diversified commercial printers in North America with ten print plants in eight states and Canada, nine prepress facilities located throughout the United States and one digital visual effects facility, that provides special effects services for the motion picture industry, located in California. We operate primarily in two business segments of the commercial printing industry: print, (which accounted for approximately 84% of total sales during the fiscal year ended March 31, 2000 ("Fiscal Year 2000")) and digital imaging and prepress services conducted through our American Color division (which accounted for approximately 15% of total sales in Fiscal Year 2000). Our print business and our digital imaging and prepress services business are both headquartered in Nashville, Tennessee. Partnerships affiliated with Morgan Stanley Dean Witter & Co. ("MSDW") currently own 57.7% of the outstanding common stock and 72.7% of the outstanding preferred stock of Holdings.
Market data used throughout this Report was obtained from industry publications and internal company estimates. While we believe such information is reliable, the accuracy of such information has not been independently verified and cannot be guaranteed.
Financial Information About Industry Segments
See disclosure in note 16 of our consolidated financial statements appearing elsewhere in this Report.
Print
Our print business, which accounted for approximately 84%, 83% and 84% of our sales in Fiscal Year 2000, the fiscal year ended March 31, 1999 ("Fiscal Year 1999") and the fiscal year ended March 31, 1998 ("Fiscal Year 1998"), respectively, produces retail advertising inserts, comics (newspaper Sunday comics, comic insert advertising and comic books), and other publications.
Retail Advertising Inserts (83% of print sales in Fiscal Year 2000, 81% in Fiscal Year 1999 and 80% in Fiscal Year 1998). We believe that we are one of the largest printers of retail advertising inserts in the United States. We print advertising inserts for approximately 300 retailers. Retail advertising inserts are preprinted advertisements, generally in color, that display products sold by a particular retailer or manufacturer. Advertising inserts are used extensively by many different retailers, including discount, department, supermarket, home center, drug and automotive stores. Inserts are an important and cost effective means of advertising for these merchants. Advertising inserts are primarily distributed through insertion in newspapers but are also distributed by direct mail or in-store by retailers. They generally advertise for a specific, limited sale period. As a result, advertising inserts are both time sensitive and seasonal.
Comics (11% of print sales in Fiscal Year 2000, 13% in Fiscal Year 1999 and 14% in Fiscal Year 1998, includes newspaper Sunday comics, comic insert advertising and comic books). We believe that we are one of the largest printers of comics in the United States. We print Sunday comics for over 200 newspapers in the United States and Canada and print a significant share of the annual comic book requirements of Marvel Entertainment Group, Inc.
Other Publications (6% of print sales in Fiscal Year 2000, Fiscal Year 1999 and Fiscal Year 1998). We print local newspapers, TV guide listings and other publications.
Print Production
Our network of ten print plants in the United States and Canada are strategically well positioned to service major metropolitan centers, providing us with distribution efficiencies and shorter turnaround times, two factors that we believe will allow our continuing success in servicing large national and regional accounts. There are primarily three printing processes used to produce advertising inserts and newspaper supplements: offset lithography (heatset and cold), rotogravure and flexography. We principally use heatset offset and flexographic web printing equipment in our print operations. We own a substantial majority of our printing equipment, which currently consists of 40 heatset offset presses, 5 coldset offset presses and 11 flexographic presses. Most of our advertising inserts, publications and comic books are printed using the offset process, while substantially all of our newspaper Sunday comics and comic advertising inserts are printed using the flexographic process.
In the heatset offset process, the desired printed images are distinguished chemically from non-image areas of a metal plate which allow the image area to attract the ink which is then transferred from the plate to a rubber blanket and then to the paper surface. Once printed, the web goes through an oven which evaporates the solvents from the ink, thereby setting the ink on the paper. In the cold offset process, inks are set by the absorption and oxidation of solvents into the paper. Due to the drying process, the heatset offset process can be utilized on a wide variety of papers. Generally, heatset offset presses have the ability to provide a more colorful and attractive product than cold offset presses.
The flexographic process differs from offset printing in that it utilizes relief image plates and rapid-drying, water-based (as opposed to solvent-based) inks. The flexographic image area results from application of ink to the raised image surface on the plate, which is transferred directly to the paper. Our flexographic printing generally can provide vibrant color reproduction at a lower cost than heatset offset printing. The strengths of flexography compared with the rotogravure and offset processes are faster press set up times, reduced paper waste, reduced energy use and maintenance costs, and environmental advantages due to the use of water-based inks and the use of less paper. Faster press set up times make the process particularly attractive to commercial customers with shorter runs and extensive regional versioning. Recent technological advancements have greatly reduced the gap in reproduction quality between flexography and heatset offset.
In addition to press capacity, certain equipment parameters are critical to competing in the advertising insert market, including cut-off size, folder capabilities and certain in-line and off-line finishing capabilities. Cut-off size is one of the determinants of the size of the printed page, the other being web width. Folder capabilities for advertising inserts must include a wide variety of page sizes, page counts and page layouts. Finally, some advertising inserts require gluing or stitching of the product, adding cards, trimming and numbering. These production activities generally are done in-line with the press to meet the expedited delivery schedules and pricing required by many customers. We believe that our mix and configuration of presses and press services allows for efficient tailoring of printing services to customers' product needs.
Digital Imaging and Prepress Services
Our digital imaging and prepress services business is conducted by our American Color division ("American Color") which accounted for approximately 15%, 16% and 15% of our Fiscal Year 2000, Fiscal Year 1999 and Fiscal Year 1998 sales, respectively. We believe we are one of the largest full-service providers of digital imaging, prepress and color separation services in the United States and a technological leader in this industry. Our digital imaging and prepress services business commenced operations in 1975 and maintains nine full service locations nationwide.
We assist customers in the capture, manipulation, transmission and distribution of images. The majority of this work leads to the production of a four-color image in a format appropriate for use by printers. We make page changes, including type changes, and combine digital page layout information with electronically captured and color-corrected four-color images. From these digital files, proofs, final corrections, and finally, four-color films or digital files are produced for each advertising or editorial page. The final four-color films or digital files enable printers to prepare plates for each color resulting in the appearance of full color on the printed page. Our revenue from these traditional services is being supplemented by new revenue sources from electronic prepress services such as digital image storage, facilities management (operating digital imaging and prepress service facilities at a customer location), computer-to-plate services, creative services, consulting and training services, multimedia and internet services, and software and data-base management. We have been a leader in implementing these new technologies, which enables us to reduce unit costs and effectively service the increasingly complex demands of our customers more quickly than many of our competitors. We have also been one of the leaders in the integration of electronic page make-up, microcomputer-based design and layout, and digital cameras into prepress production.
The digital imaging and prepress services industry is highly fragmented, primarily consisting of smaller local and regional companies, with only a few national full-service digital imaging and prepress service companies such as American Color, none of which has a significant nationwide market share. Many smaller digital imaging and prepress service companies have left the industry in recent years due to their inability to keep pace with technological advances in the industry.
Competitive Advantages and Strategy
Competitive Advantages. We believe that we have the following competitive advantages in our print and digital imaging and prepress services businesses:
Modern Equipment. We believe that our web heatset offset and flexographic web printing equipment is generally among the most advanced in the industry and that the average age of our equipment is significantly less than the majority of our regional competitors and is comparable to our major national competitors. We are also committed to a comprehensive, long-term maintenance program, which enhances the reliability and extends the life of our presses and other production equipment. We also believe that our digital imaging and prepress equipment is significantly more advanced than many of our smaller regional competitors, many of whom have not incorporated digital prepress technologies and computer-to-plate services to the same extent as we have, nor adopted an open systems environment which allows greater flexibility and more efficient maintenance.
Strong Customer Base. We provide printing services to a diverse base of customers, including approximately 300 retailers and over 200 newspapers in the United States and Canada. Our print services customer base includes a significant number of the major national retailers and larger newspaper chains as well as numerous smaller regional retailers. Our consistent focus on providing high quality print products and strong customer service at competitive prices has resulted in long-term relationships with many of these customers. Our digital imaging and prepress services' customer base includes large and medium-sized customers in the publishing, retail and catalog businesses, many of whom also have long-term relationships with our print segment. Although the digital imaging and prepress services business has generally been on a spot bid basis in the past, we have been successful in continuing to increase the proportion of our business under long-term contracts.
Competitive Cost Structure. We have reduced the variable and fixed costs of production at our print facilities over the past several years and believe we are well positioned to maintain our competitive cost structure in the future due to economies of scale. We have also reduced both labor and material costs (the principal variable production costs) and selling, general and administrative expenses in our digital imaging and prepress services business primarily through the adoption of new digital prepress production methodologies and continued cost containment focus.
Strong Management Team. We have strengthened our print management group by hiring experienced managers with a clear focus on growth, quality and continued cost reduction, resulting in an improved cost structure and a well-defined strategy for future expansion. We have also strengthened our management group in our digital imaging and prepress services business, filling a number of senior, regional and plant management positions with individuals who we believe will manage the digital imaging and prepress services business for growth and profitability and will continue to upgrade our capabilities.
National Presence. Our nine print plants in the United States and one plant in Canada provide us with distribution efficiencies, strong customer service, flexibility and short turnaround times, all of which are instrumental in our continued success in servicing our large national and regional retail accounts. Our expanded sales and marketing groups provide greater customer coverage and enable us to more successfully penetrate regional markets. We believe that our nine digital imaging and prepress service facilities provide us with contingency capabilities, increased capacity during peak periods, access to top quality internal technical personnel throughout the country, short turnaround time and other customer service advantages.
Strategy. Our objective is to increase shareholder value by growing our revenues, increasing our market share and reducing costs. Our strategy to achieve this objective is as follows:
Grow Unit Volume. Management believes that our level of national sales coverage, when coupled with our significant industry experience and customer-focused sales force, will result in continued unit growth. In an effort to stimulate unit volume growth, we have strengthened our print sales group. Unit volume growth is also expected to result from continued capital expansion and selective print acquisitions. In addition, in our digital imaging and prepress services business, we have strengthened our sales force, provided expanded training, and more closely focused our marketing efforts on new, larger customers.
Continue to Improve Product Mix. We intend to increase our share of the retail advertising insert market. In addition, we expect to continue to adjust the mix of our customers and products within the retail advertising insert market to those that are more profitable and less seasonable and to maximize the use of our equipment. We are also continuing expansion of our print facilities' capabilities for in-plant prepress and postpress services. Our digital imaging and prepress services business will continue to focus on high value-added new business opportunities, particularly large-scale projects that will best utilize the breadth of services and technologies we have to offer. Additionally, we will continue to pursue large facilities management opportunities as well as national and large regional customers that require more sophisticated levels of service and technologies.
Continue to Reduce Manufacturing Costs and Improve Quality. We intend to further reduce our production costs at our print facilities through our Total Quality Management Process, an ongoing cost reduction and continuous quality improvement process. Additionally, we plan to continue to maximize scale advantages in the purchasing, technology and engineering areas. We also intend to continue to gain variable cost efficiencies in our digital imaging and prepress services business by using our technical resources to improve digital prepress workflows at our various facilities. In addition, we believe we will be able to reduce our per unit technical, sales and management costs as we increase sales in this business.
Continue to Make Opportunistic Acquisitions. An integral part of our long-term growth strategy includes a plan to selectively assess and acquire other print and digital imaging and prepress services companies that we believe will enhance our leadership position in these industries.
Customers and Distribution
Customers. We sell our print products and services to a large number of customers, primarily retailers and newspapers, and all of the products are produced in accordance with customer specifications. We perform a portion of our print work, primarily the printing of Sunday comics and comic books, under long-term contracts with our customers. The contracts vary in length and many of the contracts automatically extend for one year unless there has been notice to the contrary from either of the contracting parties within a certain number of days before the end of any term. For the balance of our print work, we obtain varying time commitments from our customers ranging from job to job to annual allocations. Print prices are generally fixed during such commitments; however, our standard terms of trade call for the pass-through of changes in the price of raw materials, primarily paper and ink.
Our digital imaging and prepress services' customers consist of magazine and newspaper publishers, retailers, catalog sales organizations, printers, consumer products companies, advertising agencies and direct mail advertisers. Our customers typically have a need for high levels of technical expertise, short turnaround times and responsive customer service. In addition to our historical regional customer base, our digital imaging and prepress services business is increasingly focused on larger, national accounts that have a need for a broad range of fully integrated services and communication capabilities requiring leading edge technology. This trend has resulted in an increase in the volume related to facilities management arrangements with customers over the past several years. These contracts typically extend from three to five years in length.
The print and digital imaging and prepress services businesses have historically had certain common customers and our ability to cross-market is an increasingly valuable tool as computer-to-plate, regional versioning, electronic digital imaging, facilities management and speed to market become more important to our customers. This enables us to provide more comprehensive solutions to our customers' digital imaging and prepress and printing needs.
No single customer accounted for sales in excess of 10% of our consolidated sales in Fiscal Year 2000. Our top ten customers accounted for approximately 40% of consolidated sales in Fiscal Year 2000.
Distribution. We distribute our print products primarily by truck to customer designated locations, primarily newspapers, customer retail stores and via mail. Costs of distribution are generally paid by the customers, and most shipping is by common carrier. Our digital imaging and prepress services business generally distributes its products via electronic transmission, overnight express, or other methods of personal delivery.
Competition
Commercial printing in the United States is a large, highly fragmented, capital-intensive industry and we compete with numerous national, regional and local printers. A trend of industry consolidation in recent years can be attributed to (1) customer preferences for larger printers with a greater range of services, (2) capital requirements and (3) competitive pricing pressures. We believe that competition in the print business is based primarily on quality and service at a competitive price.
American Color competes with numerous digital imaging and prepress service firms on both a national and regional basis. The industry is highly fragmented, primarily consisting of smaller local and regional companies, with only a few national full-service digital imaging and prepress companies such as American Color, none of which has a significant nationwide market share. Many smaller digital imaging and prepress companies have left the industry in recent years due to their inability to keep pace with the technological advances required to service increasingly complex customer demands. We believe that the digital imaging and prepress services sector will continue to be subject to high levels of ongoing technological change and the need for capital expenditures to keep up with such change.
Raw Materials
The primary raw materials used in our print business are paper and ink. During Fiscal Year 1998, paper prices increased slightly through mid year and then declined to near beginning of the year levels. In Fiscal Year 1999, as most grades of paper became more plentiful, paper prices declined. During Fiscal Year 2000, paper prices were on average at lower levels than comparable periods in Fiscal Year 1999. Management expects that, as a result of our strong relationships with key suppliers, our material costs will remain competitive within the industry. In accordance with industry practice, we generally pass through increases in the cost of paper to customers in the costs of our printed products, while decreases in paper costs generally result in lower prices to customers. We purchase substantially all of our ink and related products under long-term ink supply contracts. The primary inputs in prepress service processes are film and proofing materials.
In both of our business segments, there is an adequate supply of the necessary materials available from multiple vendors. We are not dependent on any single supplier and have had no significant problems in the past obtaining necessary raw materials.
Seasonality
Some of our print and digital imaging and prepress services business is seasonal in nature, particularly those revenues derived from advertising inserts. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - - Seasonality" appearing elsewhere in this Report.
Backlog
Because our print, digital imaging and prepress services products are required to be delivered soon after final customer orders are received, we do not experience any backlog of unfilled customer orders.
Employees
As of April 30, 2000, we had a total of approximately 2,835 employees, of which approximately 240 employees are represented by a collective bargaining agreement that will expire on December 31, 2004. We consider our relations with our employees to be excellent.
Governmental and Environmental Regulations
We are subject to regulation under various federal, state and local laws relating to employee safety and health, and to the generation, storage, transportation, disposal and emission into the environment of hazardous substances. We believe that we are in material compliance with such laws and regulations. Although compliance with such laws and regulations in the future is likely to entail additional capital expenditures, we do not anticipate that such expenditures will be material. See "Legal Proceedings - Environmental Matters" appearing elsewhere in this Report.
ITEM 2.
ITEM 2. PROPERTIES
We operate in 20 locations in 13 states and Canada. We own seven print plants in the United States and one in Canada and lease two print plants, one in California and one in Pennsylvania. Our American Color division has nine production locations, all of which are leased. Our American Color division also operates digital imaging and prepress facilities on the premises of several of our customers ("facilities management"). In addition, we maintain one small executive office in Connecticut, a digital visual effects facility in California and our headquarter facility in Nashville, Tennessee, all of which are leased. We believe that our plants and facilities are adequately equipped and maintained for present and planned operations.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We have been named as a defendant in several legal actions arising from our normal business activities. In the opinion of management, any liabilities that may arise from such actions will not, individually or in the aggregate, have a material adverse effect on our financial condition or results of operations.
Environmental Matters
Graphics, together with over 300 other persons, has been designated by the U.S. Environmental Protection Agency as a potentially responsible party (a "PRP") under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA," also known as "Superfund") at one Superfund site. Although liability under CERCLA may be imposed on a joint and several basis and our ultimate liability is not precisely determinable, the PRPs have agreed that Graphics' share of removal costs is approximately 0.46% and therefore Graphics believes that its share of the anticipated remediation costs at such site will not be material to its business or financial condition. Based upon an analysis of Graphics' volumetric share of waste contributed to the site and the agreement among the PRPs, we maintain a reserve of approximately $0.1 million in connection with this liability on our consolidated balance sheet at March 31, 2000. We believe this amount is adequate to cover such liability.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no established public market for the common stock of either Holdings or Graphics.
Holders
As of May 31, 2000, there were approximately 96 record holders of Holdings' common stock. Holdings is the sole shareholder of Graphics' common stock.
Dividends
There have been no cash dividends declared on any class of common equity for the two most recent fiscal years. See restrictions on Holdings' ability to pay dividends and Graphics' ability to transfer funds to Holdings in note 1 to our consolidated financial statements appearing elsewhere in this Report.
Recent Sales of Unregistered Securities
During the first and third quarters of Fiscal Year 2000, certain officers exercised options to purchase an aggregate of 8,143 and 1,106 shares of Holdings stock, respectively, for $.01/share. The securities that were sold were exempt from registration on the basis that all such officers are "accredited investors" as defined by the rules of the Securities Act of 1933, as amended.
During the fourth quarter of Fiscal Year 1998, certain officers exercised options to purchase an aggregate of 8,254 shares of Holdings' common stock for $.01/share. The securities that were sold were exempt from registration on the basis that all such officers are "accredited investors" as defined by the rules of the Securities Act of 1933, as amended.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Set forth below is selected financial data for and as of the fiscal years ended March 31, 2000, 1999, 1998, 1997 and 1996. The balance sheet data as of March 31, 2000, 1999, 1998, 1997 and 1996 and the statement of operations data for the fiscal years ended March 31, 2000, 1999, 1998, 1997 and 1996 are derived from the audited consolidated financial statements for such periods and at such dates. The selected financial data below also reflects our discontinued wholly-owned subsidiary, Sullivan Media Corporation ("SMC") and our coupon free standing insert ("FSI") operation previously conducted by our discontinued wholly-owned subsidiary Sullivan Marketing, Inc. ("SMI").
This data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements appearing elsewhere in this Report.
Selected Financial Data ACG Holdings, Inc.
NOTES TO SELECTED FINANCIAL DATA
(a) Fiscal Year 1998 selling, general and administrative expense includes $1.5 million of non-recurring American Color charges associated with the relocation of American Color's corporate office and various severance related expenses and $0.6 million of non-cash charges associated with an employee benefit program.
The fiscal year ended March 31, 1997 ("Fiscal Year 1997") selling, general and administrative expense includes $2.5 million of non-recurring employee termination expenses.
(b) In March 1999, we approved a restructuring plan for our American Color division, which was designed to consolidate certain facilities in order to improve asset utilization and operational efficiency, modify the organizational structure as a result of facility consolidation and other changes and reduce overhead and other costs. We recorded $4.6 million of costs under this plan in Fiscal Year 1999.
In January 1998, we approved a restructuring plan for our print division designed to improve responsiveness to customer requirements, increase asset utilization and reduce overhead costs. We recorded $3.9 million of costs under this plan in Fiscal Year 1998.
In April 1995, we implemented a restructuring plan for our American Color division, which was designed to improve productivity, increase customer service and responsiveness and provide increased growth in the business. We recorded $0.9 million and $4.1 million of costs under this plan in Fiscal Year 1997 and the fiscal year ended March 31, 1996 ("Fiscal Year 1996"), respectively.
In addition, we recorded $0.9 million, $1.7 million, $1.9 million and $3.4 million of other special charges related to asset write-offs and write-downs in our print and American Color divisions in Fiscal Year 1999, Fiscal Year 1998, Fiscal Year 1997 and Fiscal Year 1996, respectively. See note 14 to our consolidated financial statements appearing elsewhere in this Report.
(c) In February of Fiscal Year 1997, we made a strategic decision to shut down the operation of our wholly-owned subsidiary SMC. This resulted in an estimated net loss on shut down of approximately $1.5 million, which is net of zero income tax benefits. SMC's shut down has been accounted for as a discontinued operation, and accordingly, SMC's operations are segregated in our consolidated financial statements. Sales, costs of sales and selling, general and administrative expenses attributable to SMC for Fiscal Years 1997 and 1996 have been reclassified to discontinued operations.
In Fiscal Year 1996, we recognized settlement of a complaint naming our subsidiary, SMI, News America FSI, Inc. and two packaged goods companies as defendants (the "EPI lawsuit") and reversed certain accruals related to the estimated loss on shut down of SMI. The resulting effect reflected in the Fiscal Year 1996 consolidated statement of operations was $2.9 million income in discontinued operations.
(d) As part of a refinancing transaction entered into on May 8, 1998 (the "1998 Refinancing"), we recorded an extraordinary loss related to early extinguishment of debt of $4.1 million, net of zero taxes. This extraordinary loss primarily consisted of the write-off of deferred financing costs related to refinanced indebtedness in the quarter ended June 30, 1998. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources".
In August 1995, as part of Shakopee Valley Printing, Inc. merging with and into Graphics (the "Shakopee Merger") and the refinancing transactions (the "1995 Refinancing"), collectively (the "1995 Transactions"), we recorded an extraordinary loss related to early extinguishment of debt of $4.5 million, net of zero taxes. This extraordinary loss primarily consisted of the early redemption premium on Graphics' 15% Senior Subordinated Notes due 2000 (the "15% Notes") and the write-off of deferred financing costs related to refinanced indebtedness partially offset by the write-off of a bond premium associated with the 15% Notes.
(e) EBITDA is included in the Selected Financial Data because management believes that investors regard EBITDA as a key measure of a leveraged company's performance and ability to meet its future debt service requirements. EBITDA is defined as earnings before net interest expense, income tax expense, depreciation, amortization, other special charges related to asset write-offs and write-downs, other income (expense), discontinued operations and extraordinary items. EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to net income (or any other measure of performance under generally accepted accounting principles) as a measure of performance or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Certain covenants in the Indenture dated as of August 15, 1995 and the bank credit agreement entered into in May 1998 (see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources") are based on EBITDA, subject to certain adjustments.
EBITDA in Fiscal Year 2000 includes $0.5 million of non-recurring costs associated with the consolidation of certain production facilities at the American Color division.
EBITDA in Fiscal Year 1999 includes $4.6 million in restructuring costs related to the American Color division, $0.6 million of non-recurring costs associated with the consolidation of certain production facilities at the American Color division, $0.3 million of non-recurring employee termination expenses and $0.2 million of non-cash charges associated with an employee benefit program.
EBITDA in Fiscal Year 1998 includes $3.9 million in restructuring costs related to the print division, $1.5 million of non-recurring charges associated with the relocation of American Color's corporate office and various severance related expenses, and $0.7 million of certain charges associated with employee benefit programs.
EBITDA in Fiscal Year 1997 includes $0.9 million of restructuring costs related to the American Color division and non-recurring employee termination expenses of $2.5 million.
EBITDA in Fiscal Year 1996 includes $4.1 million of restructuring costs related to the American Color division.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
On May 8, 1998, we refinanced all of our existing bank indebtedness in the 1998 Refinancing (see note 6 to our consolidated financial statements appearing elsewhere in this Report and "Liquidity and Capital Resources" below). The primary objectives of the refinancing were to gain greater financial and operating flexibility, to reduce our overall cost of capital and to provide greater opportunity for internal growth and growth through acquisitions.
Print. Commercial printing in the United States is highly competitive. The significant capital required to keep pace with changing technology and competitive pricing trends has led to a trend of industry consolidation in recent years. In addition, customers' preference for larger printers, such as our company, with a wider variety of services, greater distribution capabilities, critical scale and more flexibility have also contributed to consolidation within the industry. The industry is expected to remain competitive in the near future and our sales will continue to be subject to changes in retailers' demands for printed products.
The cost of paper is a principal factor in our overall pricing to our customers. The level of paper costs also has a significant impact on our reported sales. During Fiscal Year 1998, paper prices increased slightly through mid year and then declined to near beginning of the year levels. In Fiscal Year 1999, as most grades of paper became more plentiful, paper prices declined. During Fiscal Year 2000, paper prices were on average at lower levels than comparable periods in Fiscal Year 1999. In accordance with industry practice, we generally pass through increases in the cost of paper to customers in the costs of our printed products, while decreases in paper costs generally result in lower prices to customers.
In recent years, comprehensive quality improvement and cost reduction programs have been implemented for all our printing processes. As a result of these measures, we have been successful in lowering our manufacturing costs within the print sector, while improving product quality. Additionally, in order to grow sales and improve gross margins, we increased the geographic and industry scope of our sales force and shifted the mix of our business toward retail customers and away from the printing of certain lower margin publications. Furthermore, management believes that continued strong demand for the retail advertising insert product has resulted in less excess industry capacity and therefore an improved supply/demand position within the marketplace. This dynamic has resulted in a greater stabilization of printing prices which in conjunction with our cost reduction programs and increased unit volume has had a favorable impact on print gross profit levels.
In January 1998, we approved a plan for our print division which was designed to improve responsiveness to customer requirements, increase asset utilization and reduce overhead costs. The cost of this plan was accounted for in accordance with the guidance set forth in Emerging Issues Task Force Issue 94-3 "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF 94-3") (see "Restructuring Costs and Other Special Charges" below).
American Color (Digital Imaging and Prepress Services). The digital imaging and prepress services industry has experienced significant technological advances as electronic digital prepress systems have replaced the more manual and photography-based methods utilized in the past. This shift in technology, which improved process efficiencies and decreased processing costs, produced increased unit growth for American Color as the demand for color pages increased. American Color's selling price levels per page, however, have declined because of greater efficiencies resulting from technological advancements. American Color's revenue from traditional services are now supplemented by new revenue sources such as digital image storage, facilities management, computer-to-plate services, creative services, consulting and training services, multimedia and internet services, and software and data-base management.
In March 1999, we approved a plan for our digital imaging and prepress services business, which was designed to consolidate certain facilities in order to improve asset utilization and operational efficiency, modify the organizational structure as a result of facility consolidation and other changes, and reduce overhead and other costs. The cost of this plan is being accounted for in accordance with the guidelines set forth in EITF 94-3 (see "Restructuring Costs and Other Special Charges" below).
The following table summarizes our historical results of continuing operations for Fiscal Years 2000, 1999 and 1998:
Fiscal Year Ended March 31, ------------------------------------------ 2000 1999 1998 --------- --------- --------- (dollars in thousands)
Sales
Print $ 462,886 431,936 446,350
American Color 80,240 83,816 82,384
Other (a) 3,584 4,591 4,601 --------- --------- --------- Total $ 546,710 520,343 533,335 ========= ========= =========
Gross Profit
Print $ 73,572 62,025 51,278
American Color 17,971 19,128 19,249
Other (a) (1,278) 99 1,401 --------- --------- --------- Total $ 90,265 81,252 71,928 ========= ========= =========
Gross Margin
Print 15.9% 14.4% 11.5%
American Color 22.4% 22.8% 23.4%
Total 16.5% 15.6% 13.5%
Operating Income (Loss)
Print (b) (c) $ 49,446 38,994 22,612
American Color (b) (c) 4,883 (2,542) 2,404
Other (a) (d) (e) (8,245) (6,997) (12,913) --------- --------- --------- Total $ 46,084 29,455 12,103 ========= ========= =========
(a) Other operations primarily include revenues and expenses associated with our digital visual effects business ("Digiscope").
(b) Print operating income includes the impact of $1.7 million in Fiscal Year 1998 of other special charges related to asset write-offs and write-downs. American Color's operating loss includes the impact of other special charges related to asset write-offs and write-downs of $0.9 million in Fiscal Year 1999. See "Restructuring Costs and Other Special Charges" below.
(c) Print operating income includes the impact of $3.9 million of restructuring costs in Fiscal Year 1998. American Color's operating loss includes the impact of restructuring costs of $4.6 million in Fiscal Year 1999. See "Restructuring Costs and Other Special Charges" below. American Color's operating income (loss) also includes $0.6 million and $0.9 million of non-recurring charges in Fiscal Year 2000 and Fiscal Year 1999, respectively, associated with the consolidation of certain production facilities and $1.5 million of non-recurring charges in Fiscal Year 1998 associated with the relocation of its corporate office and various severance related expenses.
(d) Also includes corporate general and administrative expenses, and amortization expense.
(e) Other operations also reflects the impact of $0.3 million of non-recurring employee termination expenses and $0.2 million of non-cash charges associated with an employee benefit program in Fiscal Year 1999 and certain charges associated with employee benefit programs of $0.7 million in Fiscal Year 1998.
Historical Results of Operations
Fiscal Year 2000 vs. Fiscal Year 1999
Total sales increased 5.1% to $546.7 million in Fiscal Year 2000 from $520.3 million in Fiscal Year 1999. This increase includes an increase in print sales of $31.0 million, or 7.2%, offset in part by a decrease in American Color sales of $3.6 million, or 4.3%. Total gross profit increased to $90.3 million or 16.5% of sales in Fiscal Year 2000 from $81.3 million or 15.6% of sales in Fiscal Year 1999. Total operating income increased to $46.1 million or 8.4% of sales in Fiscal Year 2000 from $29.5 million or 5.7% of sales in Fiscal Year 1999. See the discussion of these changes by segment below.
Print
Sales. Print sales increased $31.0 million to $462.9 million in Fiscal Year 2000 from $431.9 million in Fiscal Year 1999. The increase in Fiscal Year 2000 includes the impact of an approximate 5% increase in production volume, favorable changes in customer and product mix and an increase in paper sales to customers. These increases were offset in part by declining paper prices.
Gross Profit. Print gross profit increased $11.6 million to $73.6 million in Fiscal Year 2000 from $62.0 million in Fiscal Year 1999. Print gross margin increased to 15.9% in Fiscal Year 2000 from 14.4% in Fiscal Year 1999. The increase in gross profit was primarily the result of increased production volume, reduced manufacturing costs and favorable changes in customer and product mix. The increase in gross margin includes the above mentioned factors and declining paper prices, offset in part by an increase in paper sales to customers.
Selling, General and Administrative Expenses. Print selling, general and administrative expenses increased to $24.1 million, or 5.2% of print sales, in Fiscal Year 2000 from $23.0 million, or 5.3% of print sales, in Fiscal Year 1999. This increase includes increases in employee related expenses, offset in part by decreases in certain selling expenses.
Operating Income. As a result of the above factors, operating income from the print business increased to $49.4 million in Fiscal Year 2000 from $39.0 million in Fiscal Year 1999.
American Color (Digital Imaging and Prepress Services)
Sales. American Color's sales decreased $3.6 million, or 4.3%, to $80.2 million in Fiscal Year 2000 from $83.8 million in Fiscal Year 1999. The decrease in Fiscal Year 2000 was primarily the result of reduced prepress production volume.
Gross Profit. American Color's gross profit decreased $1.1 million to $18.0 million in Fiscal Year 2000 from $19.1 million in Fiscal Year 1999. American Color's gross margin decreased to 22.4% in Fiscal Year 2000 from 22.8% in Fiscal Year 1999. These decreases are primarily the result of reduced sales volume and related margins, offset in part by material and payroll savings associated with various cost containment measures implemented during Fiscal Year 2000. Fiscal Year 2000 and Fiscal Year 1999 included $0.6 million and $0.9 million, respectively, of non-recurring costs associated with the consolidation of certain production facilities.
Selling, General and Administrative Expenses. American Color's selling, general and administrative expenses decreased to $13.1 million, or 16.3% of American Color's sales in Fiscal Year 2000 from $16.2 million, or 19.3% of American Color's sales in Fiscal Year 1999. This decrease is attributable to various cost containment measures implemented during Fiscal Year 2000.
Operating Income (Loss). As a result of the above factors and the incurrence of restructuring costs associated with the American Color restructuring plan of $4.6 million in Fiscal Year 1999 and other special charges related to asset write-offs and write-downs of $0.9 million in Fiscal Year 1999 (see "Restructuring Costs and Other Special Charges" below), operating income (loss) at American Color increased to income of $4.9 million in Fiscal Year 2000 from a loss of $2.5 million in Fiscal Year 1999.
Fiscal Year 1999 vs. Fiscal Year 1998
Total sales decreased 2.4% to $520.3 million in Fiscal Year 1999 from $533.3 million in Fiscal Year 1998. This decrease includes a decrease in print sales of $14.5 million, or 3.2%, offset in part by an increase in American Color's sales of $1.4 million or 1.7%. Total gross profit increased to $81.3 million or 15.6% of sales in Fiscal Year 1999 from $71.9 million or 13.5% of sales in Fiscal Year 1998. Total operating income increased to $29.5 million or 5.7% of sales in Fiscal Year 1999 from $12.1 million or 2.3% of sales in Fiscal Year 1998. See the discussion of these changes by segment below.
Print
Sales. Print sales decreased $14.5 million to $431.9 million in Fiscal Year 1999 from $446.4 million in Fiscal Year 1998. Print production volume increased approximately 4%. This increase was offset by an increase in sales to customers that supply their own paper and the impact of declining paper prices.
Gross Profit. Print gross profit increased $10.7 million to $62.0 million in Fiscal Year 1999 from $51.3 million in Fiscal Year 1998. Print gross margin increased to 14.4% in Fiscal Year 1999 from 11.5% in Fiscal Year 1998. The increase in gross profit is primarily the result of reduced manufacturing costs and increased production volume. The increase in gross margin includes the above mentioned factors coupled with the impact of an increase in sales to customers that supply their own paper and declining paper prices.
Selling, General and Administrative Expenses. Print selling, general and administrative expenses decreased slightly to $23.0 million, or 5.3% of print sales, in Fiscal Year 1999 compared to $23.1 million, or 5.2% of print sales, in Fiscal Year 1998.
Operating Income. As a result of the above factors and the incurrence of costs associated with the print restructuring plan of $3.9 million in Fiscal Year 1998 and other special charges related to asset write-offs and write-downs of $1.7 million in Fiscal Year 1998 (see "Restructuring Costs and Other Special Charges" below), operating income from the print business increased to $39.0 million in Fiscal Year 1999 from $22.6 million in Fiscal Year 1998.
American Color (Digital Imaging and Prepress Services)
Sales. American Color's sales increased $1.4 million, or 1.7%, to $83.8 million in Fiscal Year 1999 from $82.4 million in Fiscal Year 1998. The increase in Fiscal Year 1999 was primarily the result of higher packaging prepress sales and increased digital imaging and prepress production volume.
Gross Profit. American Color's gross profit decreased $0.1 million to $19.1 million in Fiscal Year 1999 from $19.2 million in Fiscal Year 1998. American Color's gross margin decreased to 22.8% in Fiscal Year 1999 from 23.4% in Fiscal Year 1998. The decreases resulted from increased costs associated with new operations servicing the packaging prepress industry and $0.9 million of non-recurring costs associated with the consolidation of certain production facilities, offset in part by an increase in volume and other material and payroll savings.
Selling, General and Administrative Expenses. American Color's selling, general and administrative expenses decreased to $16.2 million, or 19.3% of American Color's sales in Fiscal Year 1999 from $16.8 million, or 20.4% of American Color's sales in Fiscal Year 1998. This decrease is primarily a result of $1.5 million of non-recurring charges associated with the relocation of American Color's corporate office and various severance related expenses in Fiscal Year 1998, partially offset by increased selling expenses for packaging prepress and other operations in Fiscal Year 1999.
Operating (Loss) Income. As a result of the above factors and the incurrence of restructuring costs associated with the American Color restructuring plan of $4.6 million in Fiscal Year 1999 and other special charges related to asset write-offs and write-downs of $0.9 million in Fiscal Year 1999 (see "Restructuring Costs and Other Special Charges" below), operating (loss) income at American Color decreased to a loss of $2.5 million in Fiscal Year 1999 from income of $2.4 million in Fiscal Year 1998.
Other Operations (Fiscal Year 2000 vs. Fiscal Year 1999 and Fiscal Year 1999 vs. Fiscal Year 1998)
Other operations consist primarily of revenues and expenses associated with Digiscope, corporate general and administrative expenses, other expenses and amortization expense. Amortization expenses for other operations, including goodwill amortization (see below), were $2.8 million, $2.6 million and $8.7 million in Fiscal Years 2000, 1999 and 1998, respectively.
Operating losses from other operations increased to a loss of $8.2 million in Fiscal Year 2000 from a loss of $7.0 million in Fiscal Year 1999. This change includes $0.9 million of increased operating losses at Digiscope due primarily to lower digital visual effects sales volume in Fiscal Year 2000.
Operating losses from other operations improved to a loss of $7.0 million in Fiscal Year 1999 from a loss of $12.9 million in Fiscal Year 1998. This decrease is primarily attributable to a $6.0 million reduction in goodwill amortization expense. This reduction results from full amortization of the original 1993 acquisition goodwill related to American Color as of March 31, 1998.
Goodwill Amortization
Amortization expense associated with goodwill was $2.6 million, $2.5 million and $8.5 million for Fiscal Years 2000, 1999 and 1998, respectively.
Restructuring Costs and Other Special Charges
Restructuring Costs
American Color (Digital Imaging and Prepress Services). In March 1999, we approved a plan for our American Color division, which was designed to consolidate certain facilities in order to improve asset utilization and operational efficiency, modify the organizational structure as a result of facility consolidation and other changes and reduce overhead and other costs. The cost of this plan is being accounted for in accordance with the guidance set forth in EITF 94-3. The pretax costs of $4.6 million which were incurred as a direct result of this plan (excluding other special charges related to asset write-offs and write-downs - see below) included $2.5 million of employee termination costs, $1.2 million of lease settlement costs and $0.9 million of other transition and restructuring expenses. This restructuring charge was recorded in the quarter ended March 31, 1999. The majority of these costs were paid or settled before March 31, 2000. The $1.5 million balance in the related restructuring reserve at March 31, 2000 primarily includes remaining payouts of involuntary employee termination costs and remaining payouts under lease commitments.
Print. In January 1998, we approved a plan for our print division which was designed to improve responsiveness to customer requirements, increase asset utilization and reduce overhead costs. The cost of this plan was accounted for in accordance with the guidance set forth in EITF 94-3. The pretax costs of $3.9 million which were incurred as a direct result of this plan (excluding other special charges related to asset write-offs and write-downs - see below) included $3.3 million of employee termination costs and $0.6 million of relocation and other transition expenses. This restructuring charge was recorded in the quarter ended March 31, 1998. These costs were paid or settled before March 31, 1999.
Other Special Charges
During the quarter ended March 31, 1999, we recorded special charges totaling $0.9 million to adjust the carrying values of idle, disposed and under-performing assets of the American Color division to estimated fair values. The provision was based on a review of our long-lived assets in accordance with Financial Accounting Standards Board Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"). Fair value was based on our estimate of held and used and idle assets based on current market conditions using the best information available.
During the quarter ended March 31, 1998, we recorded special charges totaling $1.7 million to adjust the carrying values of idle, disposed and under-performing assets of the print segment to estimated fair values. The provision was based on a review of our long-lived assets in accordance with SFAS 121. Fair value was based on our estimate of held and used and idle assets based on current market conditions using the best information available.
These special charges are classified within restructuring costs and other special charges in the consolidated statements of operations.
Interest Expense
Interest expense decreased 6.3% to $34.0 million in Fiscal Year 2000 from $36.2 million in Fiscal Year 1999. This decrease includes the impact of both lower levels of indebtedness and lower weighted average interest rates. See note 6 to our consolidated financial statements appearing elsewhere in this Report.
Interest expense decreased 7.0% to $36.2 million in Fiscal Year 1999 from $39.0 million in Fiscal Year 1998. This decrease includes the impact of both lower levels of indebtedness and lower weighted average interest rates. See note 6 to our consolidated financial statements appearing elsewhere in this Report.
Other Expense (Income) and Taxes
Other expenses, net decreased to $0.6 million in Fiscal Year 2000 from $1.2 million in Fiscal Year 1999. Other expenses, net increased to $1.2 million in Fiscal Year 1999 from $0.4 million in Fiscal Year 1998. Other expenses, net in Fiscal Year 1999 include various non-recurring legal settlements and related fees of approximately $0.8 million.
Our effective tax rate for Fiscal Year 2000 was less than the federal statutory rate due primarily to decreases in the valuation allowance, partially offset by amortization of nondeductible goodwill and foreign tax expense. Our effective tax rates for Fiscal Years 1999 and 1998 exceeded the federal statutory rate due primarily to increases in the valuation allowance, amortization of nondeductible goodwill, and foreign tax expense.
Discontinued Operations
Our Fiscal Year 1998 net loss includes the estimated net loss on shut down of approximately $0.4 million, related to our discontinued wholly-owned subsidiary SMC. See note 2 to our consolidated financial statements appearing elsewhere in this Report.
Extraordinary Loss on Early Extinguishment of Debt
As part of the 1998 Refinancing which was completed in Fiscal Year 1999 (see note 6 to our consolidated financial statements appearing elsewhere in this Report), we recorded an extraordinary loss related to early extinguishment of debt of $4.1 million, net of zero taxes. This extraordinary loss primarily consisted of the write-off of deferred financing costs related to refinanced indebtedness in the quarter ended June 30, 1998.
Net Income (Loss)
As a result of the factors discussed above, our net income (loss) improved to income of $9.5 million in Fiscal Year 2000 from a loss of $12.5 million in Fiscal Year 1999. The Fiscal Year 1999 net loss includes the $4.1 million extraordinary loss related to early extinguishment of debt, $4.6 million of restructuring costs and $0.9 million of other special charges related to asset write-offs and write-downs associated with our American Color division. Our net loss improved to a loss of $12.5 million in Fiscal Year 1999 from a loss of $29.9 million in Fiscal Year 1998. The Fiscal Year 1998 net loss includes $3.9 million of restructuring costs and $1.7 million of other special charges related to asset write-offs and write-downs associated with our print division. In addition, Fiscal Year 1998 includes $1.5 million of non-recurring charges related to the relocation of American Color's corporate office and various severance related expenses, certain charges associated with employee benefit programs of $0.7 million and an approximate $0.7 million loss from discontinued operations.
Liquidity and Capital Resources
On May 8, 1998, we refinanced all of our existing bank indebtedness in the 1998 Refinancing (see note 6 to our consolidated financial statements appearing elsewhere in this Report). The primary objectives of the refinancing were to gain greater financial and operating flexibility, to reduce our overall cost of capital and to provide greater opportunity for internal growth and growth through acquisitions.
The 1998 Refinancing transaction included the following:
(1) We entered into a $145 million credit facility with a syndicate of lenders (the "Bank Credit Agreement") providing for: - a $70 million revolving credit facility, which is not subject to a borrowing base limitation, maturing on March 31, 2004 (the "Revolving Credit Facility"), - a $25 million amortizing term loan facility maturing on March 31, 2004 (the "A Term Loan Facility"), and - a $50 million amortizing term loan facility maturing on March 31, 2005 (the "B Term Loan Facility"); (2) The repayment of all $57.0 million of indebtedness outstanding under our previous credit agreement as amended (the "Old Bank Credit Agreement") (plus accrued interest to the date of repayment); (3) The repayment of all $25.0 million of indebtedness outstanding under the Old Term Loan Facility (plus accrued interest to the date of repayment); and (4) The payment of fees and expenses associated with the refinancing transaction.
The Revolving Credit Facility provides for a maximum of $70 million borrowing availability. This availability includes a provision for up to $40 million of letters of credit. At March 31, 2000, we had total borrowings and letters of credit outstanding under the Revolving Credit Facility of approximately $33.8 million, and therefore, additional borrowing availability of approximately $36.2 million.
During Fiscal Year 2000, we voluntarily prepaid $15 million of our bank indebtedness, reducing the A Term Loan Facility by $10.9 million and the B Term Loan Facility by $4.1 million. At March 31, 2000, $9.6 million of the A Term Loan Facility and $39.6 million of the B Term Loan Facility remained outstanding. As a result of the voluntary prepayments, we have no scheduled maturities due under either the A Term Loan Facility or B Term Loan Facility until March 31, 2002. Scheduled repayments of existing capital lease obligations and other senior indebtedness during the fiscal year ending March 31, 2001 ("Fiscal Year 2001") will approximate $6.7 million and $1.0 million, respectively.
In Fiscal Year 2000, net cash provided by operating activities of $38.8 million (see consolidated statements of cash flows appearing elsewhere in this Report), net revolver borrowings of $8.8 million, proceeds from long-term debt of $0.4 million and $0.1 million of proceeds from sales of property, plant and equipment were primarily used to fund the following expenditures:
(1) $23.8 million in principal repayments of indebtedness and financing costs (including capital lease obligations of $7.5 million and voluntary prepayments of $10.9 million on our A Term Loan Facility and $4.1 million on our B Term Loan Facility), (2) $21.5 million in cash capital expenditures, and (3) $2.8 million for the acquisition of business.
We plan to continue our program of upgrading our print and prepress equipment and currently anticipate that Fiscal Year 2001 cash capital expenditures will approximate $18.2 million and equipment acquired under capital leases will approximate $8.5 million. Our cash on hand of approximately $2.8 million is presented net of outstanding checks within trade accounts payable at March 31, 2000. Accordingly, cash is presented at a balance of $0 in the March 31, 2000 balance sheet.
Our primary sources of liquidity are cash provided by operating activities and borrowings under the Revolving Credit Facility. We anticipate that our primary needs for liquidity will be to conduct our business, meet our debt service requirements and make capital expenditures, including repurchases of Notes in privately negotiated transactions or in open market purchases to the extent permitted by our Bank Credit Agreement.
At March 31, 2000, we had total indebtedness outstanding of $277.3 million, including capital lease obligations, as compared to $289.6 million at March 31, 1999, representing a net reduction of indebtedness during Fiscal Year 2000 of $12.3 million. Of the total debt outstanding at March 31, 2000, $58.0 million was outstanding under the Bank Credit Agreement at a weighted-average interest rate of 8.3%. Indebtedness under the Bank Credit Agreement bears interest at floating rates. At March 31, 2000, we had indebtedness other than obligations under the Bank Credit Agreement of $219.3 million (including $185 million of the Senior Subordinated Notes (the "Notes")). We are currently in compliance with all financial covenants set forth in the Bank Credit Agreement. See note 6 to our consolidated financial statements appearing elsewhere in this Report.
A significant portion of Graphics' long-term obligations, including indebtedness under the Bank Credit Agreement, has been fully and unconditionally guaranteed by Holdings. Holdings is subject to certain restrictions under its guarantee of indebtedness under the Bank Credit Agreement, including among other things, restrictions on mergers, acquisitions, incurrence of additional debt and payment of cash dividends. See note 1 to our consolidated financial statements appearing elsewhere in this Report.
(a) Print EBITDA includes the impact of $3.9 million of restructuring costs in Fiscal Year 1998. American Color EBITDA for Fiscal Year 1999 includes the impact of restructuring costs of $4.6 million. See "Restructuring Costs and Other Special Charges" above. American Color EBITDA also includes $0.5 million and $0.6 million of non-recurring charges in Fiscal Year 2000 and Fiscal Year 1999, respectively, associated with the consolidation of certain production facilities and $1.5 million of non-recurring charges in Fiscal Year 1998 associated with the relocation of American Color's corporate office and various severance related expenses.
(b) Other operations include revenues and expenses associated with our digital visual effects business and corporate general and administrative expenses.
(c) Other operations also reflects the impact of $0.3 million of non-recurring employee termination expenses and $0.2 million of non-cash charges associated with an employee benefit program in Fiscal Year 1999, and certain charges associated with employee benefit programs of $0.7 million in Fiscal Year 1998.
EBITDA is presented and discussed because we believe that investors regard EBITDA as a key measure of a leveraged company's performance and ability to meet its future debt service requirements. "EBITDA" is defined as earnings before net interest expense, income tax expense, depreciation, amortization, other special charges related to asset write-offs and write-downs, other income (expense), discontinued operations and extraordinary items. "EBITDA Margin" is defined as EBITDA as a percentage of net sales. EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to net income (or any other measure of performance under generally accepted accounting principles) as a measure of performance or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Certain covenants in the Indenture and the Bank Credit Agreement are based on EBITDA, subject to certain adjustments.
Print. As a result of the reasons previously described under "--Print," (excluding changes in depreciation and amortization expense and other special charges related to asset write-offs and write-downs), print EBITDA increased $10.9 million to $72.5 million in Fiscal Year 2000 from $61.6 million in Fiscal Year 1999. Print EBITDA increased $14.8 million to $61.6 million in Fiscal Year 1999 from $46.8 million in Fiscal Year 1998. Print EBITDA Margin increased to 15.7% in Fiscal Year 2000 from 14.3% in Fiscal Year 1999. Print EBITDA Margin increased to 14.3% in Fiscal Year 1999 from 10.5% in Fiscal Year 1998. Included in the Fiscal Year 1998 EBITDA and EBITDA Margin is $3.9 million of restructuring costs related to the print restructuring plan (see discussion above).
American Color (Digital Imaging and Prepress Services). As a result of the reasons previously described under "--American Color," (excluding changes in depreciation, amortization expense, other non-cash expenses and other special charges related to asset write-offs and write-downs), American Color EBITDA increased $5.7 million to $11.0 million in Fiscal Year 2000 from $5.3 million in Fiscal Year 1999. American Color EBITDA decreased $3.1 million to $5.3 million in Fiscal Year 1999 from $8.4 million in Fiscal Year 1998. American Color EBITDA Margin increased to 13.7% in Fiscal Year 2000 from 6.3% in Fiscal Year 1999. American Color EBITDA Margin decreased to 6.3% in Fiscal Year 1999 from 10.2% in Fiscal Year 1998. Included in the Fiscal Year 2000 and Fiscal Year 1999 EBITDA and EBITDA Margin is the impact of $0.5 million and $0.6 million of non-recurring charges associated with the consolidation of certain production facilities and $4.6 million of restructuring costs in Fiscal Year 1999 (see discussion above). American Color EBITDA and EBITDA Margin in Fiscal Year 1998 includes $1.5 million of non-recurring charges associated with the relocation of its corporate office and various severance related expenses.
Other Operations. As a result of the reasons previously described under "--Other Operations," (excluding changes in depreciation and amortization expense), other operations negative EBITDA increased to negative EBITDA of $3.5 million in Fiscal Year 2000 from negative EBITDA of $2.6 million in Fiscal Year 1999. Other operations negative EBITDA improved to negative EBITDA of $2.6 million in Fiscal Year 1999 from negative EBITDA of $2.9 million in Fiscal Year 1998. Other operations negative EBITDA for Fiscal Year 1999 includes the impact of $0.3 million of non-recurring employee termination expenses and $0.2 million of non-cash charges associated with an employee benefit program and negative EBITDA for Fiscal Year 1998 includes the impact of $0.7 million of certain charges associated with employee benefit programs.
Amortization of Goodwill
Our goodwill is amortized on a straight-line basis by business segment. Goodwill amortization expense will be approximately $3.1 million in Fiscal Year 2001.
Impact of Inflation
In accordance with industry practice, we generally pass through increases in our costs (primarily paper and ink) to customers in the costs of our printed products, while decreases in paper costs generally result in lower prices to customers. During Fiscal Year 1998, paper prices increased slightly through mid year and then declined to near beginning of the year levels. In Fiscal Year 1999, as most grades of paper became more plentiful, paper prices declined. During Fiscal Year 2000, paper prices were on average at lower levels than comparable periods in Fiscal Year 1999. Management expects that, as a result of our strong relationship with key suppliers, our material costs will remain competitive within the industry.
Seasonality
Some of our print and digital imaging and prepress services business is seasonal in nature, particularly those revenues derived from advertising inserts. Generally, our sales from advertising inserts are highest during periods prior to the following advertising periods: Spring advertising season (March - May); Back-to-School (July - August); and Thanksgiving/Christmas (October - December). Sales of newspaper Sunday comics are not subject to significant seasonal fluctuations. Our strategy has been and will continue to include the mitigation of the seasonality of our print business by increasing our sales to customers whose own sales are less seasonal (i.e., food and drug companies) and who utilize advertising inserts on a higher frequency basis.
Environmental
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future period revenue generation are expensed. Environmental liabilities are recorded when assessments and/or remedial efforts are probable and the related costs can be reasonably estimated. We believe that environmental liabilities, currently and in the prior periods discussed herein, are not material. We maintain a reserve of approximately $0.1 million in connection with a Superfund site in our consolidated statement of financial position at March 31, 2000, which we believe to be adequate. See "Legal Proceedings - Environmental Matters" appearing elsewhere in this Report. We do not anticipate receiving insurance proceeds related to this potential settlement. Management does not expect that any identified matters, individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations.
Accounting
There are no pending accounting pronouncements that, when adopted, are expected to have a material effect in our results of operations or financial position.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Qualitative Information. In the ordinary course of business, our exposure to market risks is limited as is described below. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates. Currently, we do not utilize derivative financial instruments such as forward exchange contracts, future contracts, options and swap agreements.
Interest Rate Risk for us primarily relates to interest rate fluctuations on variable rate debt.
Foreign Currency Exchange Rate Risk is minimal as we have only one print facility outside the United States (in Canada) and any fluctuations in net asset values as a result of changes in foreign currency exchange rates associated with activity at this one facility would be immaterial to the company as a whole.
Quantitative Information. At March 31, 2000 and March 31, 1999, we had both fixed rate and variable rate debt. The carrying value of our total variable rate debt approximated the fair value of such debt at March 31, 2000 and March 31, 1999. At our March 31, 2000 and March 31, 1999 borrowing levels, a hypothetical 10% adverse change in interest rates on the variable rate debt would have been immaterial. Approximately 76% and 75% of our long-term debt (excluding capitalized lease obligations) was fixed rate at March 31, 2000 and March 31, 1999, respectively.
The above market risk discussions are forward-looking statements of market risk assuming the occurrence of certain adverse market conditions. Actual results in the future may differ materially from those projected as a result of actual developments in the market.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page No.
The following consolidated financial statements of ACG Holdings, Inc. are included in this Report:
Report of Independent Auditors...............................................24 Consolidated balance sheets - March 31, 2000 and 1999........................25 For the Years Ended March 31, 2000, 1999 and 1998: Consolidated statements of operations......................27 Consolidated statements of stockholders' deficit...........28 Consolidated statements of cash flows......................29 Notes to Consolidated Financial Statements...................................31
The following consolidated financial statement schedules of ACG Holdings, Inc. are included in Part IV, Item 14:
I. Condensed Financial Information: Condensed Consolidated Financial Statements (parent company only) for the years ended March 31, 2000, 1999, and 1998, and as of March 31, 2000 and 1999
II. Valuation and qualifying accounts
All other schedules specified under Regulation S-X for ACG Holdings, Inc. have been omitted because they are either not applicable, not required, or because the information required is included in the financial statements or notes thereto.
Report of Independent Auditors
Board of Directors ACG Holdings, Inc.
We have audited the accompanying consolidated balance sheets of ACG Holdings, Inc. as of March 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the three fiscal years in the period ended March 31, 2000. Our audits also included the financial statement schedules listed in the Index at Item 14(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ACG Holdings, Inc. at March 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended March 31, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Nashville, Tennessee May 15, 2000
ACG HOLDINGS, INC. Consolidated Balance Sheets (Dollars in thousands)
----------------------------------- March 31, ----------------------------------- 2000 1999 ------------- ------------
Assets
Current assets:
Cash $ 0 0
Receivables:
Trade accounts, less allowance for doubtful accounts of $2,945 and $2,860 at March 31, 2000 and 1999, respectively 65,432 57,895
Other 2,447 2,082 ------------- ------------ Total receivables 67,879 59,977
Inventories 11,062 8,343
Prepaid expenses and other current assets 3,329 3,271 ------------- ------------ Total current assets 82,270 71,591
Property, plant and equipment:
Land and improvements 2,923 2,907
Buildings and improvements 19,464 18,895
Machinery and equipment 191,378 177,851
Furniture and fixtures 9,265 6,549
Leased assets under capital leases 53,640 52,843
Equipment installations in process 5,815 4,146 ------------- ------------
282,485 263,191
Less accumulated depreciation (145,993) (119,576) ------------- ------------
Net property, plant and equipment 136,492 143,615
Excess of cost over net assets acquired, less accumulated amortization of $47,206 and $44,587 at March 31, 2000 and 1999, respectively 72,781 72,029
Other assets 12,269 11,765 ------------- ------------
Total assets $ 303,812 299,000 ============= ============
See accompanying notes to consolidated financial statements.
ACG HOLDINGS, INC. Consolidated Balance Sheets (Dollars in thousands, except par values)
ACG HOLDINGS, INC. Consolidated Statements of Operations (In thousands)
See accompanying notes to consolidated financial statements.
ACG HOLDINGS, INC. Consolidated Statements of Stockholders' Deficit (In thousands)
See accompanying notes to consolidated financial statements.
ACG HOLDINGS, INC. Consolidated Statements of Cash Flows (In thousands)
ACG HOLDINGS, INC. Consolidated Statements of Cash Flows - Continued (In thousands)
See accompanying notes to consolidated financial statements.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
ACG Holdings, Inc. ("Holdings"), together with its wholly-owned subsidiary, American Color Graphics, Inc. ("Graphics"), (collectively the "Company"), was formed in April 1989 under the name GBP Holdings, Inc. to effect the purchase of all the capital stock of GBP Industries, Inc. from its stockholders in a leveraged buyout transaction. In October 1989, GBP Holdings, Inc. changed its name to Sullivan Holdings, Inc. and GBP Industries, Inc. changed its name to Sullivan Graphics, Inc. Effective June 1993, Sullivan Holdings, Inc. changed its name to Sullivan Communications, Inc. Effective July 1997, Sullivan Communications, Inc. changed its name to ACG Holdings, Inc. and Sullivan Graphics, Inc. changed its name to American Color Graphics, Inc.
Holdings has no operations or significant assets other than its investment in Graphics. Holdings is dependent upon distributions from Graphics to fund its obligations. Under the terms of its debt agreements at March 31, 2000, Graphics' ability to pay dividends or lend to Holdings was either restricted or prohibited, except that Graphics may pay specified amounts to Holdings (i) to pay the repurchase price payable to any officer or employee (or their estates) of Holdings, Graphics or any of their respective subsidiaries in respect of their stock or options to purchase stock in Holdings upon the death, disability or termination of employment of such officers and employees (so long as no default, or event of default, as defined, has occurred under the terms of the Bank Credit Agreement, as defined below, and provided the aggregate amount of all such repurchases does not exceed $2 million) and (ii) to fund the payment of Holdings' operating expenses incurred in the ordinary course of business, other corporate overhead costs and expenses (so long as the aggregate amount of such payments does not exceed $250,000 in any fiscal year) and Holdings' obligations pursuant to a tax sharing agreement with Graphics. A significant portion of Graphics' long-term obligations has been fully and unconditionally guaranteed by Holdings.
The two business segments of the commercial printing industry in which the Company operates are (i) print and (ii) digital imaging and prepress services conducted by its American Color division.
Significant accounting policies are as follows:
(a) Basis of Presentation
The consolidated financial statements include the accounts of Holdings and all greater than 50% - owned subsidiaries, which are consolidated under accounting principles generally accepted in the United States.
All significant intercompany transactions and balances have been eliminated in consolidation.
Earnings-per-share data has not been provided since Holdings' common stock is closely held.
(b) Revenue Recognition
Print revenues are recognized upon the completion of production. Shipment of printed material generally occurs upon completion of this production process. Materials are printed to unique customer specifications and are not returnable. Credits relating to specification variances and other customer adjustments are not significant.
(c) Inventories
Inventories are valued at the lower of first-in, first-out ("FIFO") cost or market (net realizable value).
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(d) Property, Plant and Equipment
Property, plant and equipment is stated at cost. Depreciation, which includes amortization of assets under capital leases, is based on the straight-line method over the estimated useful lives of the assets or the remaining terms of the leases. Estimated useful lives used in computing depreciation and amortization expense are 3 to 15 years for furniture and fixtures and machinery and equipment, and 15 to 40 years for buildings and improvements.
(e) Excess of Cost Over Net Assets Acquired
The excess of cost over net assets acquired (or "goodwill") is amortized on a straight-line basis over a range of 5 to 40 years for each of its principal business segments. The carrying value of goodwill is reviewed if facts and circumstances suggest that it may be impaired. If this review indicates that goodwill will not be recoverable, as determined based on the estimated undiscounted future cash flows of the assets acquired, the Company's carrying amount of the goodwill is reduced by the estimated shortfall of such discounted cash flows or other measures of fair value.
(f) Impairment of Long-Lived Assets
The Company evaluates the recoverability of its long-lived assets in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of" ("SFAS 121"). SFAS 121 requires periodic assessment of certain long-lived assets for possible impairment when events or circumstances indicate that the carrying amounts may not be recoverable. Long-lived assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows that are independent of the cash flows of other groups of assets. If it is determined that the carrying amounts of such long-lived assets are not recoverable, the assets are written down to their fair value.
(g) Other Assets
Financing costs related to the Bank Credit Agreement (as defined herein) are deferred and amortized over the term of the agreement. Costs related to the Notes (as defined herein) are deferred and amortized over the ten-year term of the Notes.
Covenants not to compete are amortized over the terms of the underlying agreements, which are generally 5 years.
(h) Income Taxes
Income taxes have been provided using the liability method in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
(i) Foreign Currency Translation
The assets and liabilities of the Company's Canadian facility, which include interdivisional balances, are translated at year-end rates of exchange while revenue and expense items are translated at average rates for the year.
Translation adjustments are recorded as a separate component of stockholders' deficit. Since the transactions of the Canadian facility are denominated in its functional currency and the interdivisional accounts are of a long-term investment nature, no transaction adjustments are included in operations.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(j) Environmental
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future period revenue generation, are expensed. Environmental liabilities are provided when assessments and/or remedial efforts are probable and the related amounts can be reasonably estimated.
(k) Fair Value of Financial Instruments
The Company discloses the estimated fair values of its financial instruments together with the related carrying amount. The Company is not a party to any financial instruments with material off-balance-sheet risk.
(l) Concentration of Credit Risk
Financial instruments, which subject the Company to credit risk, consist primarily of trade accounts receivable. Concentration of credit risk with respect to trade accounts receivable are generally diversified due to the large number of entities comprising the Company's customer base and their geographic dispersion. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential credit losses.
(m) Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
(n) Stock-Based Compensation
The Company has elected to follow Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") in accounting for its stock-based compensation plan. The Company believes that including the fair value of compensation plans in determining net income is consistent with accounting for the cost of all other forms of compensation.
(o) Impact of Recently Issued Accounting Standards
In December 1999, the SEC staff issued Staff Accounting Bulletin No. 101 on "Revenue Recognition" ("SAB 101"). SAB 101 explains how the SEC staff applies by analogy the existing rules on revenue recognition to other transactions not covered by such rules and also addresses whether revenue should be presented on a gross or net basis for certain transactions. In addition, SAB 101 provides guidance on the disclosures registrants should make about their revenue recognition policies and the impact of events and trends on revenue. SAB 101 is effective for the first fiscal quarter beginning after December 15, 1999. The adoption of SAB 101 is not expected to have a material effect on the results of operations or financial position of the Company.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
In June 1999, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133" ("SFAS 137"). SFAS 137 defers for one year the implementation date of Statement of Financial Accounting Standard No. 133 ("SFAS 133") which addressed a comprehensive and consistent standard for the recognition and measurement of derivatives and hedging activities. As amended, SFAS 133 is effective for all quarters of all fiscal years beginning after June 15, 2000. Earlier adoption is permitted. Management does not anticipate that the adoption of SFAS 137 will have a material effect on the Company's results of operations or financial position.
In March 2000, the Financial Accounting Standards Board issued interpretation 44 "Accounting for Certain Transactions Involving Stock Compensation" ("Interpretation 44"). Interpretation 44 answers questions dealing with Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25") implementation practice issues. The Company has elected to follow SFAS 123 in accounting for its stock-based compensation plans. This Interpretation does not address issues related to the application of the fair value method of accounting for stock-based compensation under SFAS 123.
(2) Discontinued Operations
In February 1997, the Company made a strategic decision to shut down the operations of its wholly-owned subsidiary Sullivan Media Corporation ("SMC"). In the fiscal year ended March 31, 1998 ("Fiscal Year 1998") the Company recorded an additional $0.4 million estimated net loss on shut down.
The shut down of SMC has been accounted for as a discontinued operation, and accordingly, its operating results are segregated and reported as a discontinued operation in the accompanying consolidated statements of operations.
(3) Inventories
The components of inventories are as follows (in thousands):
March 31, ----------------------------------- 2000 1999 ----------------- ---------------- Paper $ 9,025 6,525
Ink 275 232
Supplies and other 1,762 1,586 ----------------- ---------------- Total $ 11,062 8,343 ================= ================
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(4) Other Assets
The components of other assets are as follows (in thousands):
March 31, ----------------------------------- 2000 1999 ----------------- ---------------- Deferred financing costs, less accumulated amortization of $4,462 in 2000 and $3,278 in 1999 $ 6,239 7,194
Spare parts inventory, net of valuation allowance of $100 in 2000 and 1999 3,664 2,293
Other 2,366 2,278 ----------------- ---------------- Total $ 12,269 11,765 ================= ================
(5) Accrued Expenses
The components of accrued expenses are as follows (in thousands):
March 31, ----------------------------------- 2000 1999 ----------------- ---------------- Compensation and related taxes $ 11,870 10,114
Employee benefits 9,347 8,814
Interest 4,262 4,264
Other 6,179 7,564 ----------------- ---------------- Total $ 31,658 30,756 ================= ================
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(6) Notes Payable, Long-Term Debt and Capitalized Leases
Long-term debt is summarized as follows (in thousands):
On May 8, 1998, the Company completed a refinancing transaction (the "1998 Refinancing") which included the following: (1) the Company entered into a $145 million credit facility with a syndicate of lenders (the "Bank Credit Agreement") which included an $11.5 million participation by Morgan Stanley Senior Funding, Inc., a related party, providing for a $70 million revolving credit facility which is not subject to a borrowing base limitation (the "Revolving Credit Facility") maturing on March 31, 2004, a $25 million amortizing term loan facility maturing on March 31, 2004 (the "A Term Loan Facility") and a $50 million amortizing term loan facility maturing on March 31, 2005 (the "B Term Loan Facility"); (2) the repayment of all $57.0 million of indebtedness outstanding under the Company's previous credit agreement, as amended (the "Old Bank Credit Agreement") (plus accrued interest to the date of repayment); (3) the repayment of all $25.0 million of indebtedness outstanding under the $25 million term loan facility which included a $5 million participation by Morgan Stanley Senior Funding, Inc., a related party, which was to mature on March 31, 2001 (the "Old Term Loan Facility") (plus accrued interest to the date of repayment) and (4) the payment of fees and expenses associated with the 1998 Refinancing. In addition, the Company recorded an extraordinary loss related to early extinguishment of debt of $4.1 million, net of zero taxes, associated with the write-off of deferred financing costs related to refinanced indebtedness in the quarter ended June 30, 1998.
As noted above, the Revolving Credit Facility provides for a maximum of $70 million borrowing availability. This availability includes a provision for up to $40 million of letters of credit. At March 31, 2000, the Company had total borrowings and letters of credit outstanding under the Revolving Credit Facility of approximately $33.8 million, and therefore, additional borrowing availability of approximately $36.2 million.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
Interest under the Bank Credit Agreement is floating based upon existing market rates plus agreed upon margin levels. In addition, the Company is obligated to pay commitment and letter of credit fees. Such margin levels and fees reduce over the term of the agreement subject to the achievement of certain Leverage Ratio measures. The weighted-average rate on outstanding indebtedness under the Bank Credit Agreement at March 31, 2000 was 8.3%.
The Senior Subordinated Notes (the "Notes") bear interest at 12 3/4% and mature August 1, 2005. Interest on the Notes is payable semi-annually on February 1 and August 1. The Notes are redeemable at the option of Graphics in whole or in part after August 1, 2000 at 106.375% of the principal amount, declining to 100% of the principal amount, plus accrued interest, on or after August 1, 2002. Upon the occurrence of a change of control triggering event, as defined, each holder of a Note will have the right to require Graphics to repurchase all or any portion of such holder's Note at 101% of the principal amount thereof, plus accrued interest. The Notes are subordinate to all existing and future senior indebtedness, as defined, of Graphics, and are guaranteed on a senior subordinated basis by Holdings.
Borrowings under the Bank Credit Agreement are secured by substantially all of the Company's assets. In addition, Holdings has guaranteed the indebtedness under the Bank Credit Agreement, which guarantee is secured by a pledge of all of Graphics' and its subsidiaries' stock. The agreement (1) requires satisfaction of certain financial covenants including Minimum Consolidated EBITDA, Consolidated Interest Coverage Ratio and Leverage Ratio requirements, (2) requires prepayments in certain circumstances including excess cash flows, proceeds from asset dispositions in excess of prescribed levels and certain capital structure transactions and (3) contains various restrictions and limitations on the following items: (a) the level of capital spending, (b) the incurrence of additional indebtedness, (c) mergers, acquisitions, investments and similar transactions and (d) dividends and other distributions. In addition, the agreement includes various other customary affirmative and negative covenants. The Senior Subordinated Notes Indenture's negative covenants are similar to, but in certain respects are less restrictive than, covenants under the Bank Credit Agreement. Graphics' ability to pay dividends or lend funds to Holdings is restricted (see note 1 for a discussion of those restrictions).
The amortization for total long-term debt and capitalized leases at March 31, 2000 is shown below (in thousands):
Long-Term Capitalized Fiscal year Debt Leases ------------------- ----------- ------------
2001 $ 1,006 9,340
2002 1,001 8,149
2003 6,865 7,348
2004 33,130 6,488
2005 19,609 4,059
Thereafter 185,000 3,450 ----------- ------------ Total $ 246,611 38,834 ===========
Imputed interest 8,101 ------------ Present value of minimum lease payments 30,733 ============
Capital leases have varying maturity dates and implicit interest rates which generally approximate 8%-10%. The Company estimates that the carrying amounts of the Company's debt and other financial instruments approximate their fair values at March 31, 2000 and 1999.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(7) Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts as measured by tax laws and regulations. Significant components of the Company's deferred tax liabilities and assets as of March 31, 2000 and 1999 are as follows (in thousands):
Management has evaluated the need for a valuation allowance, and as such, a valuation allowance of $36.1 million has been recorded. The valuation allowance was decreased by $5.4 million during the fiscal year ended March 31, 2000.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
The components of income tax expense are as follows (in thousands):
Income tax expense (benefit) attributable to income (loss) from continuing operations consists of (in thousands):
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
The effective tax rates for Fiscal Year 2000, Fiscal Year 1999 and Fiscal Year 1998 were 18.8%, (6.7%) and (7.8%), respectively. The difference between these effective rates relating to continuing operations and the statutory federal income tax rate is composed of the following items:
As of March 31, 2000, the Company had available net operating loss carryforwards ("NOL's") for state purposes of $59.6 million, which can be used to offset future state taxable income. If these NOL's are not utilized, they will begin to expire in 2001 and will be totally expired in 2019.
As of March 31, 2000, the Company had available NOL's for federal purposes of $91.7 million, which can be used to offset future federal taxable income. If these NOL's are not utilized, they will begin to expire in 2006 and will be totally expired in 2019.
The Company also had available an alternative minimum tax credit carryforward of $1.5 million which can be used to offset future taxes in years in which the alternative minimum tax does not apply. This credit can be carried forward indefinitely.
The Company has alternative minimum tax NOL's in the amount of $76.1 million, which will begin to expire in 2007 and will be completely expired in 2019.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(8) Employee Benefit Plans
Defined Benefit Pension Plans
Pension Plans The Company sponsors defined benefit pension plans covering full-time employees of the Company who had at least one year of service at December 31, 1994. Benefits under these plans generally are based upon the employee's years of service and, in the case of salaried employees, compensation during the years immediately preceding retirement. The Company's general funding policy is to contribute amounts within the annually calculated actuarial range allowable as a deduction for federal income tax purposes. The plans' assets are maintained by trustees in separately managed portfolios consisting primarily of equity securities and fixed income securities. In October 1994, the Board of Directors approved an amendment to the Company's defined benefit pension plans, which resulted in the freezing of additional defined benefits for future services under the plans effective January 1, 1995.
Supplemental Executive Retirement Plan In October 1994, the Board of Directors approved a new Supplemental Executive Retirement Plan ("SERP"), which is a defined benefit plan, for certain key executives. Such benefits will be paid from the Company's assets. The aggregate accumulated projected benefit obligation under this plan was approximately $2.6 million at March 31, 2000 and March 31, 1999.
Defined Benefit Postretirement Plans
Postretirement Benefits The Company provides certain other postretirement benefits for employees, primarily life and health insurance. Full-time employees who have attained age 55 and have at least five years of service are entitled to postretirement health care and life insurance coverage. Postretirement life insurance coverage is provided at no cost to eligible retirees. Special cost sharing arrangements for health care coverage are available to employees whose age plus years of service at the date of retirement equals or exceeds 85 ("Rule of 85"). Any eligible retiree not meeting the Rule of 85 must pay 100% of the required health care insurance premium.
Effective January 1, 1995, the Company amended the health care plan changing the health care benefit for all employees retiring on or after January 1, 2000. This amendment had the effect of reducing the accumulated postretirement benefit obligation by approximately $3 million. This reduction is reflected as unrecognized prior service cost and is being amortized on a straight line basis over 15.6 years, the average remaining years of service to full eligibility of active plan participants at the date of the amendment.
401(k) Defined Contribution Plan
Effective January 1, 1995, the Company amended its 401(k) defined contribution plan. Eligible participants may contribute up to 15% of their annual compensation subject to maximum amounts established by the Internal Revenue Service and receive a matching employer contribution on amounts contributed. The employer matching contribution is made bi-weekly and equals 2% of annual compensation for all plan participants plus 50% of the first 6% of annual compensation contributed to the plan by each employee, subject to maximum amounts established by the Internal Revenue Service. The Company's contribution under this Plan amounted to $4.1 million in Fiscal Year 2000, $3.8 million during Fiscal Year 1999 and $3.3 million during Fiscal Year 1998.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
The following table provides a reconciliation of the changes in the defined benefit plans' benefit obligations and fair value of plan assets for the Fiscal Years 2000 and 1999 and a statement of the funded status of such plans as of March 31, 2000 and 1999:
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
For measurement purposes under the defined benefit postretirement plan, a 6.5 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for March 31, 2000. The rate was assumed to decrease gradually to 5 percent through fiscal year 2003 and remain at that level thereafter.
Assumed health care cost trend rates have a significant effect on the amounts reported for the defined benefit postretirement plan. A one-percentage point change in the assumed health care cost trend rates would have the following effects:
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(9) Capital Stock
At March 31, 2000, capital stock consists of Holdings' common stock ("Common Stock") and Series AA and Series BB convertible preferred stock collectively, ("Preferred Stock"). Each share of Common Stock is entitled to one vote on each matter common shareholders are entitled to vote on. The Preferred Stock has no voting rights. Dividends on the Common Stock and Preferred Stock are discretionary by the Board of Directors. Upon the occurrence of a Liquidation Event (as defined in the amended and restated Certificate of Incorporation), all amounts available for payment or distribution shall first be paid to holders of Series BB preferred stock, then holders of Series AA preferred stock and then to holders of Common Stock. Each share of the Preferred Stock may be converted, at the option of the holder, into shares of Common Stock using conversion ratios and subject to conditions set forth in the Company's Certificate of Incorporation.
(10) Stock Option Plans
Common Stock Option Plan
In 1993, the Company established the ACG Holdings, Inc. Common Stock Option Plan. This plan, as amended, (the "1993 Common Stock Option Plan") is administered by a committee of the Board of Directors (the "Committee") and currently provides for granting up to 17,322 shares of Common Stock. On January 16, 1998, the Company established another common stock option plan (the "1998 Common Stock Option Plan"). This plan is administered by the Committee and provides for granting up to 36,939 shares of Common Stock. The 1993 Common Stock Option Plan and the 1998 Common Stock Option Plan are collectively referred to as the "Common Stock Option Plans". Stock options may be granted under the Common Stock Option Plans to officers and other key employees of the Company at the exercise price per share of Common Stock, as determined at the time of grant by the Committee in its sole discretion. All options are 25% exercisable on the first anniversary date of a grant and vest in additional 25% increments on each of the next three anniversary dates of each grant. All options expire 10 years from date of grant.
A summary of activity under the Common Stock Option Plans is as follows:
(a) Reflects Fiscal Year 1998 option repricing discussed below. (b) 365 of the exercisable options at March 31, 2000 have a $240/option exercise price, all other exercisable options, in all periods, have a $.01/option exercise price.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
The weighted-average grant-date fair value of options granted was $0 for fiscal years ending March 31, 1999 and 1998. In Fiscal Year 2000, 1,970 options were granted with weighted-average grant-date fair value of approximately $.01/option and 495 options were granted with weighted-average grant-date fair value of $539/option. These options were granted with a weighted-average exercise price of $.01/option. Also, in Fiscal Year 2000, 200 options were granted with a weighted-average grant-date fair value of approximately $.01/option and a weighted-average exercise price of $240/option. The fair value for all options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for Fiscal Year 2000, Fiscal Year 1999 and Fiscal Year 1998: risk-free interest rates of 5.3 - 6.4%, 4.5 - 5.6%, and 5.5%, respectively; no annual dividend yield; volatility factors of 0; and an expected option life of 5 years. The weighted-average remaining contractual life of the options outstanding at March 31, 2000 was 7.3 years. During Fiscal Year 1998, certain common stock option agreements were modified to reprice options previously granted with a $50 exercise price to a $.01 exercise price. A total of 7,281 shares (including 362 previously exercised options that were subsequently cancelled) of Holdings Common Stock were reserved for issuance, but not granted under the Common Stock Option Plans at March 31, 2000.
As a result of the SFAS 123 requirements, the Company recognized related stock compensation expense of less than $0.1 million in Fiscal Year 2000, and no compensation expense in Fiscal Year 1999 and Fiscal Year 1998.
Preferred Stock Option Plan
In Fiscal Year 1998, the Company established the ACG Holdings, Inc. Preferred Stock Option Plan (the "Preferred Stock Option Plan"). This plan is administered by the Committee and provides for granting up to 583 shares of Preferred Stock. Stock options may be granted under this Preferred Stock Option Plan to officers and other key employees of the Company at the exercise price per share of Preferred Stock, as determined at the time of grant by the Committee in its sole discretion. All options are fully vested and are 100% exercisable at the date of grant. All options expire 10 years from date of grant.
A summary of the Preferred Stock Option Plan is as follows:
Options --------------
Outstanding at March 31, 1997 --
Granted 526
Exercised --
Forfeited -- -------------- Outstanding at March 31, 1998 526
Granted 29
Exercised --
Forfeited -- -------------- Outstanding at March 31, 1999 555
Granted --
Exercised --
Forfeited -- -------------- Outstanding at March 31, 2000 555 ==============
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
All options were granted with a $1,909 exercise price. The weighted-average grant-date fair value of options granted was $1,288 and $1,091 for Fiscal Year 1999 and Fiscal Year 1998, respectively. The weighted-average remaining contractual life of the options outstanding at March 31, 2000 was 7.8 years. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model. The following weighted-average assumptions were used for Fiscal Year 1999 and Fiscal Year 1998: risk free interest rate of 5.6% and 5.5%, respectively; no annual dividend yield; volatility factors of 0; and an expected option life of 2 years. All of the options outstanding were exercisable at March 31, 2000. A total of 28 shares of Holdings Preferred Stock was reserved for issuance, but not granted under the Preferred Stock Option Plan at March 31, 2000.
As a result of the SFAS 123 requirements, the Company recognized related stock compensation expense of less than $0.1 million in Fiscal Year 1999 and $0.6 million in Fiscal Year 1998. No grants of preferred options in Fiscal Year 2000 resulted in zero stock compensation expense for the year.
(11) Commitments and Contingencies
The Company incurred rent expense for Fiscal Year 2000, Fiscal Year 1999, and Fiscal Year 1998 of $6.4 million, $6.9 million, and $6.4 million, respectively, under various operating leases. Future minimum rental commitments under existing operating lease arrangements at March 31, 2000 are as follows (in thousands):
Fiscal Year -----------
2001 $ 5,157 2002 4,603 2003 3,344 2004 1,885 2005 1,294 Thereafter 4,070 ----------- Total $ 20,353 ===========
The Company has employment agreements with three of its principal officers and eleven other employees. Such agreements provide for minimum salary levels as well as for incentive bonuses which are payable if specified management goals are attained. In addition, the Company has consulting agreements with two former employees. The aggregate commitment for future salaries at March 31, 2000, excluding bonuses, was approximately $5.0 million.
On December 21, 1989, Graphics sold to CPS Corp ("CPS"), its ink manufacturing operations and facilities. Concurrent with the sale of its ink manufacturing facility, Graphics entered into a long-term ink supply contract with CPS. The supply contract requires Graphics to purchase a significant portion of its ink requirements, within certain limitations and minimums, from CPS. Graphics believes that prices for products under this contract approximate market prices at the time of purchase of such products.
In the quarter ended December 31, 1997, the Company entered into multi-year contracts to purchase a portion of the Company's raw materials to be used in its normal operations. In connection with such purchase agreements, pricing for a portion of the Company's raw materials is adjusted for certain movements in market prices, changes in raw material costs and other specific price increases. The Company is deferring certain contractual provisions over the life of the contracts, which are being recognized as the purchase commitments are achieved. The amount deferred at March 31, 2000 is $27.1 million and is included within Other liabilities in the Company's consolidated balance sheet.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
Graphics, together with over 300 other persons, has been designated by the U.S. Environmental Protection Agency as a potentially responsible party (a "PRP") under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA", also known as "Superfund") at one Superfund site. Although liability under CERCLA may be imposed on a joint and several basis and the Company's ultimate liability is not precisely determinable, the PRPs have agreed that Graphics' share of removal costs is 0.46% and therefore Graphics believes that its share of the anticipated remediation costs at such site will not be material to its business or financial condition. Based upon an analysis of Graphics' volumetric share of waste contributed to the site and the agreement among the PRPs, the Company maintains a reserve of approximately $0.1 million in connection with this liability on its consolidated balance sheet at March 31, 2000. The Company believes this amount is adequate to cover such liability.
The Company has been named as a defendant in several legal actions arising from its normal business activities. In the opinion of management, any liabilities that may arise from such actions will not, individually or in the aggregate, have a material adverse effect on the consolidated financial statements of the Company.
(12) Significant Customers
No single customer represented 10% or more of total sales in the fiscal years ended March 31, 2000, 1999, and 1998.
(13) Interim Financial Information (Unaudited)
Quarterly financial information follows (in thousands):
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(14) Restructuring Costs and Other Special Charges
Restructuring Costs
American Color (Digital Imaging and Prepress Services). In March 1999, the Company approved a plan for its American Color division which was designed to consolidate certain facilities in order to improve asset utilization and operational efficiency, modify the organizational structure as a result of facility consolidation and other changes and reduce overhead and other costs. The cost of this plan is being accounted for in accordance with the guidance set forth in Emerging Issues Task Force Issue 94-3 "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). The pretax costs of $4.6 million which were incurred as a direct result of this plan (excluding other special charges related to asset write-offs and write-downs - see below) included $2.5 million of employee termination costs, $1.2 million of lease settlement costs and $0.9 million of other transition and restructuring expenses. This restructuring charge was recorded in the quarter ended March 31, 1999. The majority of these costs were paid or settled before March 31, 2000. The $1.5 million balance in the related restructuring reserve at March 31, 2000 primarily includes remaining payouts of involuntary employee termination costs and remaining payouts under lease commitments.
Print. In January 1998, the Company approved a plan for its print division, which was designed to improve responsiveness to customer requirements, increase asset utilization and reduce overhead costs. The cost of this plan was accounted for in accordance with the guidance set forth in EITF 94-3. The pretax costs of $3.9 million which were incurred as a direct result of this plan (excluding other special charges related to asset write-offs and write-downs - see below) includes $3.3 million of employee termination costs and $0.6 million of relocation and other transition expenses. This restructuring charge was recorded in the quarter ended March 31, 1998. These costs were paid or settled before March 31, 1999.
Other Special Charges
During the quarter ended March 31, 1999, the Company recorded special charges totaling $0.9 million to adjust the carrying values of idle, disposed and under-performing assets of the American Color division to estimated fair values. The provision was based on a review of the Company's long-lived assets in accordance with SFAS 121. Fair value was based on the Company's estimate of held and used and idle assets based on current market conditions using the best information available.
During the quarter ended March 31, 1998, the Company recorded special charges totaling $1.7 million to adjust the carrying values of idle, disposed and under-performing assets of the print segment to estimated fair values. The provision was based on a review of the Company's long-lived assets in accordance with SFAS 121. Fair value was based on the Company's estimate of held and used and idle assets based on current market conditions using the best information available.
These special charges are classified within restructuring costs and other special charges in the consolidated statements of operations.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
(15) Summarized Financial Information of American Color Graphics, Inc.
Summary financial information for Holdings' wholly-owned subsidiary, American Color Graphics, Inc., is as follows (in thousands):
March 31, ------------------------ 2000 1999 ----------- ----------- Balance sheet data
Current assets $ 82,270 71,591
Noncurrent assets $ 221,542 227,409
Current liabilities $ 85,683 77,515
Noncurrent liabilities $ 327,958 341,264
Year ended March 31, ---------------------------------- 2000 1999 1998 --------- --------- --------- Statement of operations data
Sales $ 546,710 520,343 533,335
Operating income $ 46,084 29,455 12,103
Net income (loss) $ 9,470 (12,468) (29,895)
(16) Industry Segment Information
Effective March 31, 1999, the Company adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standard No. 131 "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). The Company has significant operations principally in two industry segments: (1) print and (2) digital imaging and prepress services. All of the Company's print business and assets are attributed to the print division and all of the Company's digital imaging and prepress services business and assets are attributed to the American Color division ("American Color"). The Company's digital visual effects operations and corporate expenses have been segregated and do not constitute a reportable segment of the Company as contemplated by SFAS 131.
The Company has two reportable segments: (1) print and (2) digital imaging and prepress services. The print business produces retail advertising inserts, comics (newspaper Sunday comics, comic insert advertising and comic books), and other publications. The Company's digital imaging and prepress services business assists customers in the capture, manipulation, transmission and distribution of images. The majority of the digital imaging and prepress services work leads to the production of four-color separations in a format appropriate for use by printers.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on segment EBITDA which is defined as earnings before net interest expense, income tax expense, depreciation, amortization, other special charges related to asset write-offs and write-downs, other income (expense), discontinued operations and extraordinary items. The Company generally accounts for intersegment revenues and transfers as if the revenues or transfers were to third parties, that is, at current market prices.
ACG HOLDINGS, INC.
Notes to Consolidated Financial Statements
The Company's reportable segments are business units that offer different products and services. They are managed separately because each segment requires different technology and marketing strategies. A substantial portion of the revenue, long-lived assets and other assets of the Company's reportable segments are attributed to or located in the United States.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information about each of the current directors and executive officers of Holdings and Graphics (ages as of March 31, 2000). All directors hold office until their successors are duly elected and qualified.
Stephen M. Dyott - Chairman and Chief Executive Officer of Graphics and Holdings since September 1996; President of Holdings since February 1995; Director of Graphics and Holdings since September 1994; Chief Operating Officer of Holdings from February 1995 to September 1996 and Chief Operating Officer of Graphics from 1991 to September 1996; President of Graphics from 1991 to 1999; Vice President and General Manager - Flexible Packaging, American National Can Company ("ANCC") from 1988 to 1991; Vice President and General Manager - Tube Packaging, ANCC from 1985 to 1987.
Michael M. Janson - Director of Holdings and Graphics since February 1998; Managing Director of the general partners of The Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEFII") and Morgan Stanley Capital Partners III, L.P. ("MSCPIII" and together with MSLEFII "MSDWCP") and of Morgan Stanley & Co., Incorporated ("MS&Co."); Joined MS&Co. in 1987; Joined MSDWCP in 1997; Managing Director in MS&Co.'s High Yield Capital Markets Department before joining MSDWCP; Director of Choice One Communications Inc., Silgan Holdings Inc., and other private companies.
Eric T. Fry - Director of Graphics and Holdings since March 1996; Principal of the general partners of MSDWCP and MS&Co. in 1987; Joined MS&Co. in 1989, initially in the Mergers and Acquisitions Department and from 1991 to 1992 in MSDWCP; From 1992 to 1994 attended Harvard Business School and received an MBA; Rejoined MSDWCP in 1994; Director of Enterprise Reinsurance Holdings Corporation, Vanguard Health Systems, Inc., The Underwriter Holdings Company Limited and LifeTrust America, L.L.C.
Joseph M. Milano - Executive Vice President and Chief Financial Officer of Holdings and Graphics since 1997; Senior Vice President and Chief Financial Officer of Holdings and Graphics from 1994 to 1997; Vice President - Finance of Holdings and Graphics from 1992 to 1994; Vice President and Chief Financial Officer, Farrel Corporation, 1989 to 1992; Vice President and Chief Financial Officer, Electronic Mail Corporation of America from 1984 to 1988.
Malcolm J. Anderson - President of Graphics since 1999; Executive Vice President, Operations of Graphics from 1996 to 1999; Senior Vice President, Operations of Graphics from 1993 to 1996; President, Plastic Products Division of Kerr Group, Inc. from 1989 to 1993; Vice President Manufacturing - Flexible Packaging, American National Can Company from 1982 to 1989; Vice President, Eastern Division General Manager of Sinclair and Valentine Ink Company from 1980 to 1982.
Timothy M. Davis - Senior Vice President - Administration, Secretary and General Counsel of Holdings and Graphics since 1989; Assistant General Counsel of MacMillan, Inc. and counsel to affiliates of Maxwell Communication Corporation North America, January 1989 to June 1989; Attorney in private practice from 1981 to 1989.
Stuart R. Reeve - Executive Vice President, Operations of Graphics since 1999; Executive Vice President Sales and Marketing of Graphics from 1997 to 1999; Senior Vice President Commercial Sales of Graphics 1995 to 1997; Vice President Sales - Midwest of Graphics 1994 to 1995; Vice President Sales - West of Graphics 1991 to 1994; Sales Executive of Graphics 1989 to 1991.
Larry R. Williams - Executive Vice President, Purchasing of Graphics since 1997; Senior Vice President - Purchasing, Marketing and Newspaper Sales of Graphics from 1996 to 1997; Senior Vice President of Purchasing / Transportation of Graphics from 1993 to 1996; Independent Management Consultant from 1992 to 1993 and Senior Vice President, Operations Support for Ryder Systems from 1990 to 1992.
Patrick W. Kellick - Senior Vice President/Corporate Controller of Holdings and Graphics since 1997; Vice President/Corporate Controller of Holdings and Graphics from 1989 to 1997; Corporate Controller of Graphics since 1987, and Assistant Secretary of Holdings and Graphics since 1995; various financial positions with Williams Precious Metals (a division of Brush Wellman, Inc.) from 1984 to 1987, including CFO from 1986 to 1987; Auditor with KPMG from 1979 to 1984.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents information concerning compensation for services to Holdings and Graphics during the fiscal years ended March 31, 2000, 1999, and 1998 to the Chief Executive Officer and the four other most highly compensated executive officers (the "Named Executive Officers") of Holdings and/or Graphics.
Summary Compensation Table
The following table presents information concerning the options granted to the Named Executive Officers during the last fiscal year.
Option/SAR Grants in Last Fiscal Year
- --------------- (a) All options granted pursuant to the Common Stock Option Plans have a vesting schedule providing for 25% vesting on the first anniversary of the date of grant and an additional 25% vesting on each of the next three anniversaries of the date of grant.
(b) Holdings' common stock has not been registered or publicly traded and, therefore a public market price of the stock at the date of grant was not available. Holdings' believes the exercise price of the options ($.01) held by the Named Executive Officers at the date of grant, was in each case greater than the fair market value of the underlying shares of Holdings' common stock as of each date, and as such the Grant Date Present Value is zero.
The following table presents information concerning the fiscal year-end value of unexercised stock options held by the Named Executive Officers.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
(a) Holdings' common stock has not been registered or publicly traded and, therefore a public market price of the stock is not available. The values set forth in the table are based on our estimate of the fair market value of the common stock at March 31, 2000.
(b) Holdings' preferred stock has not been registered or publicly traded and, therefore a public market price of the stock is not available. The values set forth in the table are based on our estimate of the fair market value of the preferred stock at March 31, 2000.
Pension Plan
Graphics sponsors the American Color Graphics, Inc. Salaried Employees' Pension Plan (the "Pension Plan"), a defined benefit pension plan covering full-time salaried employees of Graphics who had at least one year of service as of December 31, 1994.
In October 1994, the Board of Directors approved an amendment to the Pension Plan which resulted in the freezing of additional defined benefits for future services under such plan effective January 1, 1995 (see note 8 to our consolidated financial statements appearing elsewhere in this Report).
At March 31, 2000, all of the Named Executive Officers had vested in the pension plan. At March 31, 2000, the Named Executive Officers had the following amounts of credited service (original hire date through January 1, 1995) and annual benefit payable upon retirement at age 65 under the Pension Plan: Stephen M. Dyott (3 years, 3 months; $8,220), Joseph M. Milano (2 years, 7 months; $5,820), Malcolm J. Anderson (1 year, 3 months; $2,820), Timothy M. Davis (5 years, 5 months; $11,700) and Stuart R. Reeve (5 years, 4 months; $9,185).
The basic benefit payable under the Pension Plan is a five-year certain single life annuity equivalent to (a) 1% of a participant's "final average monthly compensation" plus (b) 0.6% of a participant's "final average monthly compensation" in excess of 40% of the monthly maximum Social Security wage base in the year of retirement multiplied by years of credited service (not to exceed 30 years of service). For purposes of the Pension Plan, "final average compensation" (which, for the Named Executive Officers, is reflected in the salary and bonus columns of the Summary Compensation Table) means the average of a participant's five highest consecutive calendar years of total earnings (which includes bonuses) from the last 10 years of service. The maximum monthly benefit payable from the Pension Plan is $5,000.
The basic benefit under the Pension Plan is payable upon completion of five years of vesting service and retirement on or after attaining age 65. Participants may elect early retirement under the Pension Plan upon completion of five years of vesting service and the attainment of age 55, and receive the basic benefit reduced by 0.4167% for each month that the benefit commencement date precedes the attainment of age 65. A deferred vested benefit is available to those participants who separate from service before retirement, provided the participant has at least five years of vesting service.
Supplemental Executive Retirement Plan
In October 1994, the Board of Directors approved a new SERP, which is a defined benefit plan, for the Named Executive Officers and six other executives. The plan provides for a basic annual benefit payable upon completion of five years vesting service (April 1, 1994 through March 31, 1999 for Messrs. Dyott, Milano, Anderson, and Davis and July 1, 1997 through June 30, 2002 for Messr. Reeve) and retirement on or after attaining age 65 or the present value of such benefit at an earlier date under certain circumstances. The Named Executive Officers have the following basic annual benefit payable under this plan at age 65:
Stephen M. Dyott $100,000 Joseph M. Milano $100,000 Malcolm J. Anderson $ 50,000 Timothy M. Davis $ 75,000 Stuart R. Reeve $ 50,000
Such benefits will be paid from our assets (see note 8 to our consolidated financial statements appearing elsewhere in this Report).
Compensation of Directors
Directors of Holdings and Graphics do not receive a salary or an annual retainer for their services but are reimbursed for expenses incurred with respect to such services.
Employment Agreements
On October 19, 1998, Graphics entered into an employment agreement with Stephen M. Dyott (the "Dyott Employment Agreement"), which replaced the agreement entered into by Graphics and Mr. Dyott on April 3, 1993.
The Dyott Employment Agreement has an initial term of three years. The term under the Dyott Employment Agreement is automatically extended for one-year periods absent at least one year's written notice of an intent by either party not to renew. The Dyott Employment Agreement provides for the payment of an annual salary, annual bonus and all other employee benefits and perquisites made available to Graphics' senior executives generally.
Under the Dyott Employment Agreement, if the employee's employment is terminated by Graphics "without cause" ("cause", as defined in the Dyott Employment Agreement, means a material breach by the employee of his obligations under the Dyott Employment Agreement; continued failure or refusal of the employee to substantially perform his duties to Graphics; a willful and material violation of Federal or state law applicable to Graphics or the employee's conviction of a felony or perpetration of a common law fraud; or other willful misconduct that is injurious to Graphics) or by the employee for "good reason" (which, as defined in the Dyott Employment Agreement, means a decrease in base pay or a failure by Graphics to pay material compensation due and payable; a material diminution of the employee's responsibilities or title; a material change in the employee's principal employment location; or a material breach by Graphics of a material term of the Dyott Employment Agreement), the employee will be entitled to a pro rata portion of the bonus for the year employment was terminated payable at the time bonuses are generally paid and salary continuation payments (and certain other benefits) for a period of three years beginning on the date of termination. The Dyott Employment Agreement contains confidentiality obligations that survive indefinitely, non-solicitation obligations that end on the second anniversary of the date employment has ceased and non-competition obligations that end on the third anniversary of the date employment has ceased.
On July 15, 1998, Graphics entered into severance agreements with Joseph M. Milano and Timothy M. Davis which provide that in the event the employee's employment is terminated by Graphics without "cause", as defined above (but also including as "cause" competition with Graphics), or by the employee for "good reason", as defined above, the employee will be entitled to a pro rata portion of the bonus for the year employment was terminated payable at the time bonuses are generally paid and salary and benefit continuation for three years following termination. The severance agreements contain confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the third anniversary of the date employment has ceased.
Graphics is also party to an employment agreement with Malcolm J. Anderson which provides for an annual salary, annual bonus and all other employee benefits and perquisites made available to Graphics' senior executives generally. The term of Mr. Anderson's agreement shall terminate on the earlier of (i) March 31, 2002 or (ii) termination of his employment pursuant to the employment agreement. Such agreement also provides that in the event the employee's employment is terminated by Graphics without "cause", as defined above, or by the employee for "good reason", as defined above, the employee will be entitled to a pro rata portion of the bonus for the year employment was terminated payable at the time bonuses are generally paid and salary continuation payments (and certain other benefits) for a period of two years beginning on the date of termination. The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased. Effective April 1, 2002, Mr. Anderson will be engaged as a consultant to the Company. Under the terms of Mr. Anderson's consulting agreement, he will be paid an annual fee of $125,000 for a two year period.
On August 1, 1999, Graphics also entered into a severance agreement with Stuart Reeve which provides that in the event the employee's employment is terminated by Graphics without "cause", as defined above (but also including as "cause" competition with Graphics), or by the employee for "good reason", as defined above, the employee will be entitled to a pro rata portion of the bonus for the year employment was terminated payable at the time bonuses are generally paid and salary and benefit continuation for two years following termination. The severance agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased.
Compensation Committee Interlocks and Insider Participation
We have not maintained a formal compensation committee since the 1993 Acquisition. Mr. Dyott sets compensation in conjunction with the Board of Directors.
Repriced Options
During Fiscal Year 1998, certain common stock option agreements were modified to reprice options previously granted with a $50 exercise price to a $.01 exercise price. Based upon the Board of Directors determination, the new exercise price was not less than the fair market value of such options. See note 10 to our consolidated financial statements appearing elsewhere in this Report. The following table presents information concerning all repricing of options and SARs held by any executive officer during the last ten completed fiscal years.
Ten Year Option / SAR Repricings
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 31, 2000, concerning the persons having beneficial ownership of more than five percent of the capital stock of Holdings and the beneficial ownership thereof by each director and Named Executive Officer of Holdings and by all directors and executive officers of Holdings as a group. Each holder below has sole voting power and sole investment power over the shares designated below.
(a) Includes Morgan Stanley Capital Partners III, L.P., Morgan Stanley Capital Investors, L.P. and MSCP III 892 Investors, L.P. (b) Includes 2,293 common stock options and 292 preferred stock options exercisable within 60 days. (c) Includes 1,268 common stock options and 175 preferred stock options exercisable within 60 days. (d) Includes 321 common stock options exercisable within 60 days. (e) Includes 635 common stock options and 88 preferred stock options exercisable within 60 days. (f) Includes 347 common stock options exercisable within 60 days. (g) Includes 5,545 common stock options and 555 preferred stock options exercisable within 60 days.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The 1993 Acquisition
On April 8, 1993 (the "Acquisition Date"), pursuant to an Agreement and Plan of Merger dated March 12, 1993, as amended (the "Merger Agreement"), between Communications and SGI Acquisition Corp. ("Acquisition Corp."), Acquisition Corp. was merged with and into Communications (the "1993 Acquisition"). Acquisition Corp. was formed by The Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF II"), certain institutional investors and certain members of management (the "Purchasing Group") for the purpose of acquiring a majority interest in Communications. Acquisition Corp. acquired a substantial and controlling majority interest in Communications in exchange for $40 million in cash. In the 1993 Acquisition, Communications continued as the surviving corporation and the separate corporate existence of Acquisition Corp. was terminated.
Pursuant to the Merger Agreement, (i) MSLEF II and the Purchasing Group made a $40 million equity investment in Holdings and acquired (a) 90% of the outstanding Holdings' common stock and (b) all the outstanding shares of the preferred stock of Holdings, with a total preference of $40 million and which, under certain circumstances, is convertible into shares of Holdings' common stock; and (ii) Golder, Thoma, & Cressey, an Illinois limited partnership ("GTC") and its affiliates received 4,987 shares of Holdings' common stock.
MSLEF II is an investment fund affiliated with Morgan Stanley Dean Witter & Co. ("MSDW"). MSDW is a preeminent global financial services firm. In addition, two of the current directors of Holdings are employees of Morgan Stanley & Co. Incorporated, an affiliate of MSLEF II and also a subsidiary of MSDW. As a result of these relationships, MSDW may be deemed to control the management and policies of Graphics and Holdings. In addition, MSDW may be deemed to control matters requiring shareholders' approval, including the election of all directors, the adoption of amendments to the Certificates of Incorporation of Holdings and Graphics and the approval of mergers and sales of all or substantially all of Graphics' and Holdings' assets.
Stockholders' Agreement. In connection with the Shakopee Merger, Holdings, MSLEF II, other entities affiliated with MSDW and the other stockholders of Holdings entered into an amended and restated stockholders' agreement, dated as of August 14, 1995. The stockholders' agreement includes provisions requiring the delivery of certain shares of Holdings' common stock from the "Purchasers", as defined in the stockholders' agreement, which includes MSLEF II, certain institutional investors and members of management, to Holdings, depending upon the return realized by the Purchasers on their investment, and thereafter from Holdings to the "Existing Holders," as defined in the stockholders' agreement, which includes the stockholders' of Holdings immediately prior to the 1993 Acquisition. Depending upon the returns realized by the Purchasers on their investment, their interest in the Holdings' common stock could be reduced and the interest of the Existing Holders could be increased. The stockholders' agreement gives the Existing Holders, the right to designate a director of Holdings and the entities affiliated with MSDW also the right to designate a director. The stockholders' agreement contains rights of first refusal with regard to the issuance by Holdings of equity securities and sales by the stockholders of equity securities of Holdings owned by them, specified tag along and drag along provisions and registration rights. The stockholders' agreement also restricts our ability to enter into affiliate transactions unless the transaction is fair and reasonable, with terms no less favorable to us than if the transaction was completed on an arm's length basis.
Tax Sharing Agreement
Holdings and Graphics are parties to a tax sharing agreement effective July 27, 1989. Under the terms of the agreement, Graphics (whose income is consolidated with that of Holdings for federal income tax purposes) is liable to Holdings for amounts representing federal income taxes calculated on a "stand-alone basis". Each year Graphics pays to Holdings the lesser of (i) Graphics' federal tax liability computed on a stand-alone basis and (ii) its allocable share of the federal tax liability of the consolidated group. Accordingly, Holdings is not currently reimbursed for the separate tax liability of Graphics to the extent Holdings' losses reduce consolidated tax liability. Reimbursement for the use of such Holdings' losses will occur when the losses may be used to offset Holdings' income computed on a stand-alone basis. Graphics has also agreed to reimburse Holdings in the event of any adjustment (including interest or penalties) to consolidated income tax returns based upon Graphics' obligations with respect thereto. No reimbursement obligation currently exists between Graphics and Holdings. Also under the terms of the tax sharing agreement, Holdings has agreed to reimburse Graphics for refundable federal income tax equal to an amount which would be refundable to Graphics had Graphics filed separate federal income tax returns for all years under the agreement. Graphics and Holdings have also agreed to treat foreign, state and local income and franchise taxes for which there is consolidated or combined reporting in a manner consistent with the treatment of federal income taxes as described above.
Other
MS&Co. acted as placement agent in connection with the original private placement of the Notes and received a placement fee of $5.6 million in connection therewith. MS&Co. is affiliated with entities that beneficially own a substantial majority of the outstanding shares of capital stock of Holdings. MS&Co. had a $5 million participation in the Old Term Loan Facility and received fees of approximately $0.3 million in connection therewith. In addition, Morgan Stanley Senior Funding, Inc. originally had a participation of approximately $35 million in the Bank Credit Agreement and received gross fees of approximately $0.5 million in connection therewith. On June 8, 1998, Morgan Stanley Senior Funding, Inc. reduced its participation in such credit facility to $11.5 million. Currently, Morgan Stanley Senior Funding, Inc. has a $9.6 million participation in such credit facility.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ---------------------------------------------------------------
(a) The following documents are filed as a part of this Report:
Reports of Independent Auditors
1 and 2. Financial Statements: The following Consolidated -------------------- Financial Statements of Holdings are included in Part II, Item 8:
Consolidated balance sheets - March 31, 2000 and 1999
For the Years Ended March 31, 2000, 1999 and 1998:
Consolidated statements of operations Consolidated statements of stockholders' deficit Consolidated statements of cash flows
Notes to Consolidated Financial Statements
Financial Statement Schedules: ----------------------------- The following financial statement schedules of Holdings are filed as a part of this Report.
Schedules not listed above have been omitted because they are not applicable or are not required, or the information required to be set-forth therein is included in the Consolidated Financial Statements or notes thereto.
3. Exhibits: The exhibits listed on the accompanying Index to Exhibits immediately following the financial statement schedules are filed as part of, or incorporated by reference into, this Report.
Exhibit No. Description ----------- -----------
3.1 Certificate of Incorporation of Graphics, as amended to date* 3.2 By-laws of Graphics, as amended to date* 3.3 Restated Certificate of Incorporation of Holdings, as amended to date 3.4 By-laws of Holdings, as amended to date* 4.1 Indenture (including the form of Note), dated as of August 15, 1995, among Graphics, Holdings and NationsBank of Georgia, National Association, as Trustee** 10.1 Credit Agreement, dated as of August 15, 1995 and Amended and Restated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties signatory thereto++++ 10.1(a) June 8, 1998, First Amendment to Amended and Restated Credit Agreement dated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties Signatory thereto++++
10.1(b) February 3, 1999, Second Amendment to Amended and Restated Credit Agreement dated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties Signatory thereto**** 10.1(c) November 9, 1999, Third Amendment to Amended and Restated Credit Agreement dated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties Signatory thereto+++ 10.2 Resignation letter, dated as of September 18, 1996, between Graphics and James T. Sullivan*** 10.3 Employment Agreement, dated as of October 19, 1998, between Graphics and Stephen M. Dyott 10.4 Severance Letter, dated August 1, 1999, between Graphics and Stuart Reeve 10.5 Severance Letter, dated July 15, 1998, between Graphics and Joseph M. Milano+ 10.6 Severance Letter, dated July 15, 1998, between Graphics and Timothy M. Davis+ 10.7 Employment Agreement dated as of August 1, 1999, between Graphics and M. J. Anderson***** 10.8 Amended and Restated Stockholders' Agreement, dated as of August 14, 1995, among Holdings, the Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners III, L.P. and the additional parties named therein** 10.8(a) Amendment No. 1, dated January 16, 1998, to Amended and Restated Stockholders' Agreement dated as of August 14, 1995, among Holdings, the Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners III, L.P., and the additional parties named herein++++ 10.9 Stock Option Plan of Holdings++ 10.10 Term Loan Agreement, dated as of June 30, 1997, among Holdings, Graphics, BT Commercial Corporation, as Agent, Bankers Trust Company, as Issuing Bank, and the parties signatory thereto++++ 10.11 Holdings Common Stock Option Plan++++ 10.12 Holdings Preferred Stock Option Plan++++ 12.1 Statement Re: Computation of Ratio of Earnings to Fixed Charges 21.1 List of Subsidiaries 27.0 Financial Data Schedule - ----------- * Incorporated by reference from Amendment No. 2 to Form S-1 filed on October 4, 1993 - Registration number 33-65702. + Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended March 31, 1999 - Commission file number 33-97090. ** Incorporated by reference from Form S-4 filed on September 19, 1995 - Registration number 33-97090. ++ Incorporated by reference from Amendment No. 2 to Form S-4 filed on November 22, 1995 - Registration number 33-97090. *** Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 - Commission file number 33-97090. +++ Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 - Commission file number 33-97090. **** Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 - Commission file number 33-97090. ++++ Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended March 31, 1998 - Commission file number 33-97090. ***** Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 - Commission file number 33-97090.
(b) Reports on Form 8-K: -------------------
The following report on Form 8-K was filed during the fourth quarter of Fiscal Year 2000:
1. Form 8-K filed with the Securities and Exchange Commission on February 2, 2000 under Item 5 to announce ACG's net income and EBITDA for the three months ended December 31, 1999.
ACG did not file any other reports on Form 8-K during the three months ended March 31, 2000.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT ACG HOLDINGS, INC. Parent Company Only Condensed Balance Sheets (Dollars in thousands)
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT ACG HOLDINGS, INC. Parent Company Only Condensed Statements of Operations (Dollars in thousands)
See accompanying notes to condensed financial statements.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT ACG HOLDINGS, INC. Parent Company Only Condensed Statements of Cash Flows (Dollars in thousands)
See accompanying notes to condensed financial statements.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT ACG HOLDINGS, INC. Parent Company Only Notes to Condensed Financial Statements
Description of ACG Holdings, Inc.
Our company was formed in April 1989 under the name GBP Holdings, Inc. to effect the purchase of all the capital stock of GBP Industries, Inc. from its stockholders in a leveraged buyout transaction. In October 1989, GBP Holdings, Inc. changed its name to Sullivan Holdings, Inc. and GBP Industries, Inc. changed its name to Sullivan Graphics, Inc. Effective June 1993, Sullivan Holdings, Inc. changed its name to Sullivan Communications, Inc. Effective July 1997, Sullivan Communications, Inc. changed its name to ACG Holdings, Inc. ("Holdings") and Sullivan Graphics, Inc. changed its name to American Color Graphics, Inc. ("Graphics").
Holdings has no operations or significant assets other than its investment in Graphics. Holdings is dependent upon distributions from Graphics to fund its obligations. Under the terms of its debt agreements at March 31, 2000, Graphics' ability to pay dividends or lend to Holdings is either restricted or prohibited, except that Graphics may pay specified amounts to Holdings to fund the payment of Holdings' obligations pursuant to a tax sharing agreement (see note 4).
On April 8, 1993 (the "Acquisition Date"), pursuant to an Agreement and Plan of Merger dated as of March 12, 1993, as amended (the "Merger Agreement"), between Holdings and SGI Acquisition Corp. ("Acquisition Corp."), Acquisition Corp. was merged with and into Holdings (the "Acquisition"). Acquisition Corp. was formed by The Morgan Stanley Leveraged Equity Fund II, L.P., certain institutional investors and certain members of management (the "Purchasing Group") for the purpose of acquiring a majority interest in Holdings. Acquisition Corp. acquired a substantial and controlling majority interest in Holdings in exchange for $40 million in cash. In the Acquisition, Holdings continued as the surviving corporation and the separate corporate existence of Acquisition Corp. was terminated.
In connection with the Acquisition, the existing consulting agreement with the managing general partner of Holdings' majority stockholder was terminated and the related liabilities of Holdings were canceled. The agreement required Holdings to make minimum annual payments of $1 million for management advisory services subject to limitations in Graphics' debt agreements. No amounts were paid during the periods presented in these condensed financial statements.
1. Basis of Presentation
The accompanying condensed financial statements (parent company only) include the accounts of Holdings and its investments in Graphics accounted for in accordance with the equity method, and do not present the financial statements of Holdings and its subsidiary on a consolidated basis. These parent company only financial statements should be read in conjunction with ACG's consolidated financial statements. The Acquisition was accounted for under the purchase method of accounting applying the provisions of Accounting Principles Board Opinion No. 16 ("APB 16").
2. Guarantees
As set forth in ACG's consolidated financial statements, a substantial portion of Graphics' long-term obligations has been guaranteed by Holdings.
Holdings has guaranteed Graphics' indebtedness under the Bank Credit Agreement, which guarantee is secured by a pledge of all of Graphics' stock. Borrowings under the Bank Credit Agreement are secured by substantially all assets of Graphics. Holdings is restricted under its guarantee of the Bank Credit Agreement from, among other things, entering into mergers, acquisitions, incurring additional debt, or paying cash dividends.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT ACG HOLDINGS, INC. Parent Company Only Notes to Condensed Financial Statements
On August 15, 1995, Graphics issued $185 million of Senior Subordinated Notes (the "Notes") bearing interest at 12 3/4% and maturing August 1, 2005. The Notes are guaranteed on a senior subordinated basis by Holdings and are subordinate to all existing and future senior indebtedness, as defined, of Graphics.
On May 8, 1998, ACG refinanced all outstanding indebtedness under the Old Bank Credit Agreement and the Old Term Loan Facility (see note 5 below for a discussion of the terms of this refinancing transaction).
3. Dividends from Subsidiaries and Investees
No cash dividends were paid to Holdings from any consolidated subsidiaries, unconsolidated subsidiaries or investees accounted for by the equity method during the periods reflected in these condensed financial statements.
4. Tax Sharing Agreement
Holdings and Graphics are parties to a tax sharing agreement effective July 27, 1989. Under the terms of the agreement, Graphics (whose income is consolidated with that of Holdings for federal income tax purposes) is liable to Holdings for amounts representing federal income taxes calculated on a "stand-alone basis". Each year Graphics pays to Holdings the lesser of (i) Graphics' federal tax liability computed on a stand-alone basis and (ii) its allocable share of the federal tax liability of the consolidated group. Accordingly, Holdings is not currently reimbursed for the separate tax liability of Graphics to the extent Holdings' losses reduce consolidated tax liability. Reimbursement for the use of such Holdings' losses will occur when the losses may be used to offset Holdings' income computed on a stand-alone basis. Graphics has also agreed to reimburse Holdings in the event of any adjustment (including interest or penalties) to consolidated income tax returns based upon Graphics' obligations with respect thereto. Also, under the terms of the tax sharing agreement, Holdings has agreed to reimburse Graphics for refundable federal income taxes equal to an amount which would be refundable to Graphics had Graphics filed separate federal income tax returns for all years under the agreement. Graphics and Holdings have also agreed to treat foreign, state and local income and franchise taxes for which there is consolidated or combined reporting in a manner consistent with the treatment of federal income taxes as described above.
5. Refinancing Transaction
On May 8, 1998, ACG completed a refinancing transaction (the "1998 Refinancing") which included the following: (1) ACG entered into a $145 million credit facility with a syndicate of lenders (the "Bank Credit Agreement") which included an $11.5 million participation by Morgan Stanley Senior Funding, Inc., a related party, providing for a $70 million revolving credit facility which is not subject to a borrowing base limitation (the "Revolving Credit Facility") maturing on March 31, 2004, a $25 million amortizing term loan facility maturing on March 31, 2004 (the "A Term Loan Facility") and a $50 million amortizing term loan facility maturing on March 31, 2005 (the "B Term Loan Facility"); (2) the repayment of all $57.0 million of indebtedness outstanding under ACG's previous credit agreement, as amended (the "Old Bank Credit Agreement") (plus accrued interest to the date of repayment); (3) the repayment of all $25.0 million of indebtedness outstanding under the $25 million term loan facility which included a $5 million participation by Morgan Stanley Senior Funding, Inc., a related party, which was to mature on March 31, 2001 (the "Old Term Loan Facility") (plus accrued interest to the date of repayment) and (4) the payment of fees and expenses associated with the 1998 Refinancing. In addition, ACG recorded an extraordinary loss related to early extinguishment of debt of $4.1 million, net of zero taxes, associated with the write-off of deferred financing costs related to refinanced indebtedness in the quarter ended June 30, 1998.
Interest under the Bank Credit Agreement is floating based upon existing market rates plus agreed upon margin levels. In addition, ACG is obligated to pay specific commitment and letter of credit fees. Such margin levels and fees reduce over the term of the agreement subject to the achievement of certain Leverage Ratio measures.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT ACG HOLDINGS, INC. Parent Company Only Notes to Condensed Financial Statements
Borrowings under the Bank Credit Agreement are secured by substantially all of ACG's assets. In addition, Holdings has guaranteed the indebtedness under the Bank Credit Agreement, which guarantee is secured by a pledge of all of Graphics' and its subsidiaries' stock. The new agreement (1) requires satisfaction of certain financial covenants including Minimum Consolidated EBITDA, Consolidated Interest Coverage Ratio and Leverage Ratio requirements, (2) requires prepayments in certain circumstances including excess cash flows, proceeds from asset dispositions in excess of prescribed levels and certain capital structure transactions and (3) contains various restrictions and limitations on the following items: (a) the level of capital spending, (b) the incurrence of additional indebtedness, (c) mergers, acquisitions, investments and similar transactions and (d) dividends and other distributions. In addition, the agreement includes various other customary affirmative and negative covenants. Graphics' ability to pay dividends or lend funds to Holdings is restricted.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ACG HOLDINGS, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned thereunto duly authorized.
ACG Holdings, Inc.
American Color Graphics, Inc.
Date ----
/s/ Stephen M. Dyott June 13, 2000 ------------------------------------- -------------- Stephen M. Dyott Chairman, President and Chief Executive Officer ACG Holdings, Inc. Chairman and Chief Executive Officer American Color Graphics, Inc. Director of ACG Holdings, Inc. and American Color Graphics, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.
ACG HOLDINGS, INC. Annual Report on Form 10-K Fiscal Year Ended March 31, 2000
Index to Exhibits
Exhibit No. Description ---------- -----------
3.1 Certificate of Incorporation of Graphics, as amended to date* 3.2 By-laws of Graphics, as amended to date* 3.3 Restated Certificate of Incorporation of Holdings, as amended to date 3.4 By-laws of Holdings, as amended to date* 4.1 Indenture (including the form of Note), dated as of August 15, 1995, among Graphics, Holdings and NationsBank of Georgia, National Association, as Trustee** 10.1 Credit Agreement, dated as of August 15, 1995 and Amended and Restated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties signatory thereto++++ 10.1(a) June 8, 1998, First Amendment to Amended and Restated Credit Agreement dated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties signatory thereto++++ 10.1(b) February 3, 1999, Second Amendment to Amended and Restated Credit Agreement dated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties Signatory thereto**** 10.1(c) November 9, 1999, Third Amendment to Amended and Restated Credit Agreement dated as of May 8, 1998, among Holdings, Graphics, GE Capital Corporation as Documentation Agent, Morgan Stanley Senior Funding, Inc. as Syndication Agent, Bankers Trust Company as Administrative Agent and the parties Signatory thereto+++ 10.2 Resignation letter, dated as of September 18, 1996, between Graphics and James T. Sullivan*** 10.3 Employment Agreement, dated as of October 19, 1998, between Graphics and Stephen M. Dyott+ 10.4 Severance Letter, dated August 1, 1999, between Graphics and Stuart Reeve 10.5 Severance Letter, dated July 15, 1998, between Graphics and Joseph M. Milano+ 10.6 Severance Letter, dated July 15, 1998, between Graphics and Timothy M. Davis+ 10.7 Employment Agreement, dated as of August 1, 1999, between Graphics and M. J. Anderson***** 10.8 Amended and Restated Stockholders' Agreement, dated as of August 14, 1995, among Holdings, the Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners III, L.P. and the additional parties named therein** 10.8(a) Amendment No. 1, dated January 16, 1998, to Amended and Restated Stockholders' Agreement dated as of August 14, 1995, among Holdings, the Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners III, L.P., and the additional parties named herein++++ 10.9 Stock Option Plan of Holdings++ 10.10 Term Loan Agreement, dated as of June 30, 1997, among Holdings, Graphics, BT Commercial Corporation, as Agent, Bankers Trust Company, as Issuing Bank, and the parties signatory thereto++++ 10.11 Holdings Common Stock Option Plan++++ 10.12 Holdings Preferred Stock Option Plan++++ 12.1 Statement Re: Computation of Ratio of Earnings to Fixed Charges 21.1 List of Subsidiaries 27.0 Financial Data Schedule
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* Incorporated by reference from Amendment No. 2 to Form S-1 filed on October 4, 1993 - Registration number 33-65702. + Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended March 31, 1999 - Commission file number 33-97090. ** Incorporated by reference from Form S-4 filed on September 19, 1995 - Registration number 33-97090. ++ Incorporated by reference from Amendment No. 2 to Form S-4 filed on November 22, 1995 - Registration number 33-97090. *** Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 - Commission file number 33-97090. +++ Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 - Commission file number 33-97090. **** Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 - Commission file number 33-97090. ++++ Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended March 31, 1998 - Commission file number 33-97090. ***** Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 - Commission file number 33-97090.