-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DesWfhjCZGRiXKeCPr8EyjVqc1Oyk+Q25AkNbaKW8A2xVhZdK8JNI5BJGZdVxj90 nAHaUz7iVZpgv6Yyjvh2mA== 0001104659-08-034045.txt : 20080516 0001104659-08-034045.hdr.sgml : 20080516 20080516162119 ACCESSION NUMBER: 0001104659-08-034045 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20080515 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEBECOR WORLD INC CENTRAL INDEX KEY: 0001003470 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14118 FILM NUMBER: 08842597 BUSINESS ADDRESS: STREET 1: 612 ST JACQUES ST CITY: MONTREAL QUEBEC CANA STATE: E6 ZIP: 00000 BUSINESS PHONE: 5149540101 MAIL ADDRESS: STREET 1: 612 SAINT JACQUES STREET CITY: MONTREAL STATE: E6 FORMER COMPANY: FORMER CONFORMED NAME: QUEBECOR PRINTING INC DATE OF NAME CHANGE: 19951115 6-K 1 a08-14299_16k.htm 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2008

 

Commission File Number : 1-14118

 

QUEBECOR WORLD INC.

(Translation of Registrant’s Name into English)

 

612 Saint-Jacques Street, Montreal, Quebec H3C 4M8

(Address of Principal Executive Office)

 

IndiCate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F o

Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): o

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Fork 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): o

 

Note: Regulation S-T Rule 01(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other filing on EDGAR.

 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o

No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 



 

QUEBECOR WORLD INC.
Filed in this Form 6-K

 

Exhibit  Index

 

99.1.                        Press release dated May 15, 2008 announcing financial results for the three-month period ended March 31, 2008.

 

99.2.                        Unaudited consolidated financial statements for the three-month periods ended March 31, 2008 and 2007.

 

99.3.                        Management’s discussion and analysis for the three-month periods ended March 31, 2008 and 2007.

 

99.4.                        Certification of the President and Chief Executive Officer

 

99.5.                        Certification of the Senior Vice President and Chief Accounting Officer

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

QUEBECOR WORLD INC.

 

 

 

 

By:

(S) Marie É. Chlumecky

 

Name:

Marie -É. Chlumecky

 

Title:

Corporate Secretary

 

 

 

 

Date:

May 16, 2008

 

3


EX-99.1 2 a08-14299_1ex99d1.htm PRESS RELEASE DATED MAY 15, 2008: QUEBECOR WORLD RELEASES FIRST QUARTER RESULTS

Exhibit 99.1

 

Quebecor World Inc.    

TSX:    IQW

 

 

 

May 15, 2008   

Quebecor World Releases First Quarter Results

 

HIGHLIGHTS

 

- Quebecor World filed for Creditor Protection under CCAA and Chapter 11 in Canada and the United States on January 21, 2008.

 

- Quebecor World received final orders for $1 billion DIP (debtor-in-possession) financing from courts in Canada and the United States.

 

- First quarter 2008 revenues of $1.3 billion compared to $1.4 billion in first quarter last year.

 

MONTREAL, CANADA - On January 21, 2008, Quebecor World Inc. (TSX:IQW) filed for creditor protection in the United States and Canada due to the inability of the Company to raise new capital in the difficult financial market and to complete the sale of its European operations. The filing was necessary to ensure the long-term sustainable profitability of the Company within a process that ensures fair and equitable treatment for all stakeholders.

 

Since the initial filing, the Company received the final order for its $1 billion DIP (debtor-in-possession) financing from the U.S. and Canadian courts. The Company also received an extended stay of proceedings under CCAA in Canada to July 25, 2008. The stay of proceeding under the Chapter 11 process is through to July of 2009. As stated in the Monitor’s report of May 6, 2008, the Company had an unrestricted cash balance of $123 million at April 27, 2008 and, as a result of the granting of the Final DIP Order on April 1, 2008, has access to the $400 million Revolving Loan Facility.

 

Quebecor World has made substantial progress on the advancement of the Chapter 11 and CCAA processes with assistance of the restructuring committee of the Board, its advisors, the Chief Restructuring Officer and input from the Monitor. The Company is developing a business plan which will reflect the Company’s expectation of future operating performance both during and after the CCAA and Chapter 11 processes and expects to discuss those shortly with its stakeholders committee’s.

 

Quebecor World announces that for first quarter 2008 it generated revenues of $1.3 billion compared to $1.4 billion in 2007. Operating loss before impairment of assets, restructuring, and other charges (IAROC) and business disposals in the first quarter was $2.8 million compared to operating income of $22.2 million in the first quarter of 2007. On the same basis, adjusted EBITDA was $73.4 million in first quarter 2008 compared to $103.0 million in the first quarter 2007. First quarter results included impairment of assets, restructuring and other charges (IAROC) net of income taxes of $38.0 million compared to $23.1 million in the first quarter last year. In the first quarter of 2008, the Company incurred a non-cash loss of $32 million

 



 

related to its former UK facility as well as reorganization charges of $14.2 million. The lower adjusted EBITDA in 2008 is attributed to reduced volume, customer losses realized last year in the U.S. book and catalog segments, lower prices related to excess capacity, a weaker world-wide economy and the impact of the creditor protection process.

 

“We continue to implement the final phases of our three-year retooling and restructuring plan which is being completed in 2008,” said Jacques Mallette, President and CEO Quebecor World. “Our refinancing efforts at the end of 2007 and our filing for creditor protection in the U.S. and Canada created uncertainty with selected customers. This resulted in spot volume reductions which contributed to our reduced profitability. However, the overwhelming majority of our customers have been very supportive and we continue to work toward the objective of exiting creditor protection as soon as possible as a strong player in our industry. Our adjusted EBITDA results in the first quarter are also slightly ahead of projections for our DIP financing.”

 

In the last three months Quebecor World has renewed business with major publishers and retailers including, McGraw Hill, Simon and Schuster, Bauer, Wenner Media, Rona, Carrefour Group and many others. The Company is serving all its global customers with superior products and services. This includes enhanced before and after print value-added services as exemplified by Quebecor World’s Integrated Multi-Channel Solutions offering to increase the efficiency of customers advertising campaigns. In the coming weeks and months, Quebecor World intends to further expand this and other programs to create additional customer value.

 

First quarter per share information and restructuring charges

 

In the first quarter Quebecor World reported a net loss of $190.0 million or ($1.29) per share compared to a net loss of $38.1 million or ($0.34) per share in the first quarter of last year. First quarter results included impairment of assets, restructuring and other charges (IAROC) net of income taxes of $38.0 million or $0.26 per share, compared to $23.1 million or $0.17 per share in the same period in 2007. Excluding IAROC, the adjusted net loss was $152 million or ($1.03) per share in the first quarter 2008 compared to adjusted net loss of $15 million or ($0.17) per share for the first quarter last year.

 

Use of Non-GAAP Measures

 

In the discussion of our 2008 results, we use certain financial measures that are not calculated in accordance with Canadian generally accepted accounting principles (GAAP) or United States GAAP to assess our financial performance, including EBITDA (earnings before interest, tax, depreciation and amortization), Adjusted EBITDA and operating income before IAROC (impairment of assets, restructuring and other charges) and goodwill impairment. We use such non-GAAP financial measures because we believe that they are meaningful measures of our performance. Our method of calculating these non-GAAP financial measures may differ from the methods used by other companies and, as a result, the non-GAAP financial measures presented in this press release may not be comparable to other similarly titled measures disclosed by other companies. We provide a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in Figure 5, “Reconciliation of non-GAAP Measures” of our first quarter 2008 management’s discussion and analysis filed with the Canadian securities regulatory authorities at www.Sedar.com and with the United States Securities and Exchange Commission at www.sec.gov. A copy of our first quarter 2008 management’s discussion and analysis is also available on the Company’s website at www.quebecorworld.com.

 

Forward looking statements

 

This press release may include “forward-looking statements” that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the prospects of the industry and prospects, plans, financial position and business strategy of Quebecor World Inc. (the “Company”), may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking

 



 

terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of dispositions, acquisitions, other business transactions, asset writedowns or other charges announced or occurring after forward-looking statements are made.

 

Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the Company’s public filings available at www.sedar.com, www.sec.gov and www.quebecorworld.com. In particular, further details and descriptions of these and other factors are disclosed in the “Risk Factors” section of the Company’s Management’s Discussion and Analysis for the year ended December 31, 2007.

 

The forward-looking statements in this press release reflect the Company’s expectations as of May 15, 2008 and are subject to change after this date. The Company expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by the applicable securities laws.

 

Quebecor World Inc. is currently subject to Court protection under the Companies’ Creditors Arrangement Act (Canada), and various U.S. subsidiaries have filed petitions under Chapter 11 of the U.S. Bankruptcy Code.

 

About Quebecor World

 

Quebecor World Inc. (TSX:IQW) is a world leader in providing high-value, complete marketing and advertising solutions to leading retailers, catalogers, branded-goods companies and other businesses with marketing and advertising activities, as well as complete, full-service print solutions for publishers. The Company is a market leader in most of its major product categories, which include advertising inserts and circulars, catalogs, direct mail products, magazines, books, directories, digital premedia, logistics, mail list technologies and other value-added services. Quebecor World has approximately 28,000 employees working in more than 115 printing and related facilities in the United States, Canada, Argentina, Austria, Belgium, Brazil, Chile, Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden, and Switzerland.

 

Web address: www.quebecorworld.com

 



 

Quebecor World Inc.

Financial Highlights

 

(In millions of US dollars, except per share data)

(Unaudited)

 

 

 

Three-month periods ended

 

 

 

March 31

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Consolidated Results from Continuing Operations

 

 

 

 

 

Revenues

 

$

1,264.6

 

$

1,393.4

 

Adjusted EBITDA

 

41.4

 

92.0

 

Adjusted EBIT

 

(34.8

)

11.2

 

IAROC

 

39.4

 

29.5

 

Operating loss

 

(74.2

)

(18.3

)

Net loss

 

(190.0

)

(38.1

)

Adjusted EBITDA margin (i)

 

3.3

%

6.6

%

Adjusted EBIT margin (i)

 

(2.8

)%

0.8

%

Operating margin (i)

 

(5.9

)%

(1.3

)%

 

 

 

 

 

 

Segmented Information from Continuing Operations

 

 

 

 

 

Revenues

 

 

 

 

 

North America

 

$

946.0

 

$

1,077.2

 

Europe

 

250.1

 

253.3

 

Latin America

 

68.5

 

63.9

 

 

 

 

 

 

 

Adjusted EBIT

 

 

 

 

 

North America

 

$

14.8

 

$

37.3

 

Europe

 

(43.4

)

(26.5

)

Latin America

 

1.7

 

2.5

 

 

 

 

 

 

 

Adjusted EBIT margin (i)

 

 

 

 

 

North America

 

1.6

%

3.5

%

Europe

 

(17.4

)%

(10.4

)%

Latin America

 

2.4

%

4.0

%

 

 

 

 

 

 

Selected Cash Flow Information

 

 

 

 

 

Cash provided by operating activities

 

$

85.6

 

$

73.4

 

Free cash flow (ii)

 

63.9

 

25.8

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

Loss from continuing operations

 

 

 

 

 

Diluted

 

$

(1.29

)

$

(0.34

)

Adjusted diluted

 

$

(1.03

)

$

(0.17

)

 



 

 

 

Three-month
period ended
March 31

 

Twelve-months
period ended
December 31

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Financial Position

 

 

 

 

 

Working capital

 

$

(2,590.9

)

$

(1,069.4

)

Total assets

 

4,235.8

 

4,163.0

 

Shareholders’ deficit

 

(508.7

)

(433.0

)

 

EBITDA:   Operating income before depreciation and amortization.

IAROC:    Impairment of assets, restructuring and other charges.

Adjusted: Defined as before IAROC and before goodwill impairment charge.

 


(i)             Margins calculated on revenues.

(ii)          Cash provided by operating activities, less capital expenditures and preferred share dividends, net of proceeds from disposals of assets and proceeds from business disposals.

 

CONTACT INFORMATION:

 

Quebecor World Inc.

Tony Ross

Vice President, Communications

514-877-5317

800-567-7070

 

or

 

Quebecor World Inc.

Roland Ribotti

Vice President, Investor Relations and Assistant Treasurer

514-877-5143

800-567-7070

 

INDUSTRY: Manufacturing and Production - Packaging and Containers, Media and Entertainment - Books and Publishing

 


EX-99.2 3 a08-14299_1ex99d2.htm CONSOLIDATED FINANCIAL STATEMENTS FIRST QUARTER ENDED MARCH 31, 2008

Exhibit 99.2

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

FIRST QUARTER ENDED MARCH 31, 2008

 



 

CONSOLIDATED STATEMENTS OF LOSS

 

Three-month periods ended March 31,

(Under creditor protection as of January 21, 2008 -  Note 1)
(In millions of US dollars, except per share amounts)
(Unaudited)

 

 

 

Note

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

 

 

$

1,264.6

 

$

1,393.4

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Cost of sales

 

 

 

1,081.7

 

1,176.7

 

Selling, general and administrative

 

 

 

114.0

 

113.4

 

Securitization fees

 

 

 

 

5.9

 

Depreciation and amortization

 

 

 

71.7

 

75.2

 

Loss on abandonment of business and disposals

 

10

 

32.0

 

11.0

 

Impairment of assets, restructuring and other charges

 

7

 

39.4

 

29.5

 

 

 

 

 

1,338.8

 

1,411.7

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(74.2

)

(18.3

)

 

 

 

 

 

 

 

 

Financial expenses

 

8

 

82.0

 

33.9

 

 

 

 

 

 

 

 

 

Dividends on preferred shares classified as liability

 

 

 

2.4

 

 

 

 

 

 

 

 

 

 

Reorganization items

 

4

 

14.2

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

 

 

(172.8

)

(52.2

)

 

 

 

 

 

 

 

 

Income taxes

 

 

 

17.2

 

(14.1

)

 

 

 

 

 

 

 

 

Net loss

 

 

 

$

(190.0

)

$

(38.1

)

 

 

 

 

 

 

 

 

Net income allocated to holders of preferred shares

 

 

 

 

7.2

 

Loss available to holders of equity shares

 

 

 

$

(190.0

)

$

(45.3

)

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

Basic and diluted

 

9

 

$

(1.29

)

$

(0.34

)

 

 

 

 

 

 

 

 

Weighted-average number of equity shares outstanding:

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

Basic and diluted

 

9

 

147.5

 

131.8

 

 

See accompanying Notes to Consolidated Financial Statements.

 

2



 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

Three-month periods ended March 31,

(Under creditor protection as of January 21, 2008 -  Note 1)
(In millions of US dollars)
(Unaudited)

 

 

 

Note

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

$

(190.0

)

$

(38.1

)

 

 

 

 

 

 

 

 

Other comprehensive loss, net of income tax:

 

17, 18

 

 

 

 

 

Unrealized gain (loss) on foreign currency translation adjustment

 

 

 

37.4

 

(7.5

)

Unrealized net gain (loss) on derivative financial instruments related to cash flow hedges

 

 

 

(0.1

)

3.9

 

Reclassification of realized net loss (gain) on derivative financial instruments to the statement of income

 

 

 

(4.5

)

2.3

 

Comprehensive loss

 

 

 

$

(157.2

)

$

(39.4

)

 

See accompanying Notes to Consolidated Financial Statements.

 

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)

 

Three-month periods ended March 31,

(Under creditor protection as of January 21, 2008 -  Note 1)
(In millions of US dollars)
(Unaudited)

 

 

 

Note

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Retained earnings (deficit), beginning of period, as previously reported:

 

 

 

$

(1,813.3

)

$

393.4

 

Cumulative effect of change in accounting policy - Inventories

 

3

 

(21.0

)

 

Retained earnings (deficit), beginning of period:

 

 

 

(1,834.3

)

393.4

 

Net loss

 

 

 

(190.0

)

(38.1

)

Dividends on preferred shares

 

 

 

 

(7.2

)

Retained earnings (deficit), end of period

 

 

 

$

(2,024.3

)

$

348.1

 

 

See accompanying Notes to Consolidated Financial Statements.

 

3



 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Three-month periods ended March 31,

(Under creditor protection as of January 21, 2008 -  Note 1)
(In millions of US dollars)
(Unaudited)

 

 

 

Note

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

 

 

 

$

(190.0

)

$

(38.1

)

Adjustments for:

 

 

 

 

 

 

 

Reorganization items

 

4

 

3.9

 

 

Depreciation of property, plant and equipment

 

 

 

71.7

 

75.2

 

Impairment of assets and non-cash portion of restructuring and other charges

 

7

 

18.8

 

13.0

 

Future income taxes

 

 

 

8.7

 

(35.5

)

Amortization of other assets

 

 

 

4.5

 

5.6

 

Amortizaton of financing costs

 

 

 

53.9

 

6.6

 

Change in fair value of restricted cash

 

 

 

3.1

 

 

Loss on abandonment of business and disposals

 

10

 

32.0

 

11.0

 

Other

 

 

 

5.5

 

(5.4

)

 

 

 

 

12.1

 

32.4

 

Net changes in non-cash balances related to operations:

 

 

 

 

 

 

 

Accounts receivable

 

 

 

122.1

 

(50.9

)

Inventories

 

 

 

27.8

 

9.8

 

Trade payables and accrued liabilities

 

 

 

(38.4

)

86.3

 

Other current assets and liabilities

 

 

 

(23.6

)

12.6

 

Other non-current assets and liabilities

 

 

 

(14.4

)

(16.8

)

 

 

 

 

73.5

 

41.0

 

Cash flows provided by operating activities

 

 

 

85.6

 

73.4

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Net change in bank indebtedness

 

 

 

(32.2

)

 

Issuance of long-term debt net of issuance costs

 

 

 

556.5

 

 

Repayments of long-term debt

 

 

 

(10.3

)

(2.8

)

Net borrowings under revolving bank facility

 

 

 

70.9

 

8.3

 

Net change in secured financing

 

 

 

4.2

 

 

Repayment of North American securitization program subsequent to Insolvency Proceedings

 

 

 

(413.0

)

 

Net proceeds from issuance of equity shares

 

 

 

 

1.6

 

Dividends on preferred shares

 

 

 

 

(7.1

)

Cash flows provided by financing activities

 

 

 

176.1

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

 

(22.8

)

(77.1

)

Net proceeds from disposal of assets

 

 

 

1.1

 

36.6

 

Restricted cash

 

 

 

 

(6.0

)

Restricted cash related to Insolvency Proceedings

 

 

 

(42.1

)

 

Cash flows used in investing activities

 

 

 

(63.8

)

(46.5

)

 

 

 

 

 

 

 

 

Effect on foreign currency

 

 

 

(43.8

)

(11.9

)

 

 

 

 

 

 

 

 

Net changes in cash and cash equivalents

 

 

 

154.1

 

15.0

 

Cash and cash equivalents, beginning of period

 

 

 

61.1

 

17.8

 

Cash and cash equivalents, end of period

 

 

 

$

215.2

 

$

32.8

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Interest payment

 

 

 

$

13.6

 

$

37.3

 

Income tax paid (net of refund)

 

 

 

1.3

 

2.9

 

 

See accompanying Notes to Consolidated Financial Statements.

 

4



 

CONSOLIDATED BALANCE SHEETS

(Under creditor protection as of January 21, 2008 -  Note 1)
(In millions of US dollars)

 

 

 

 

 

March 31,

 

December 31,

 

 

 

Note

 

2008

 

2007

 

 

 

 

 

(Unaudited)

 

Audited

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

215.2

 

$

61.1

 

Accounts receivable

 

 

 

983.2

 

1,030.8

 

Receivables from related parties

 

 

 

24.1

 

16.1

 

Inventories

 

3

 

309.5

 

368.1

 

Income taxes receivable

 

 

 

12.3

 

15.7

 

Future income taxes

 

 

 

46.7

 

28.6

 

Prepaid expenses

 

 

 

49.3

 

18.5

 

Total current assets

 

 

 

1,640.3

 

1,538.9

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

3

 

1,930.0

 

2,009.0

 

Goodwill

 

 

 

342.2

 

342.3

 

Restricted cash

 

 

 

93.9

 

54.9

 

Receivables from related parties

 

 

 

4.3

 

4.4

 

Future income taxes

 

 

 

5.5

 

11.2

 

Other assets

 

 

 

219.6

 

202.3

 

Total Assets

 

 

 

$

4,235.8

 

$

4,163.0

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Bank indebtedness

 

 

 

$

44.1

 

$

73.2

 

Trade payables and accrued liabilities

 

 

 

566.6

 

994.8

 

Payables to related parties

 

 

 

11.1

 

13.3

 

Income and other taxes payable

 

 

 

47.3

 

39.8

 

Future income taxes

 

 

 

1.0

 

1.0

 

Secured financing

 

 

 

53.7

 

462.5

 

Current portion of long-term debt

 

11

 

604.4

 

1,023.7

 

Liabilities subject to compromise

 

5

 

2,903.0

 

 

Total current liabilities

 

 

 

4,231.2

 

2,608.3

 

 

 

 

 

 

 

 

 

Long-term debt

 

11

 

20.5

 

1,313.6

 

Other liabilities

 

 

 

271.3

 

363.4

 

Future income taxes

 

 

 

147.5

 

132.2

 

Preferred shares

 

12

 

74.0

 

178.5

 

 

 

 

 

 

 

 

 

Shareholders’ deficit:

 

 

 

 

 

 

 

Capital stock

 

12

 

1,559.0

 

1,457.4

 

Contributed surplus

 

 

 

103.0

 

102.1

 

Deficit

 

 

 

(2,024.3

)

(1,813.3

)

Accumulated other comprehensive loss

 

17

 

(146.4

)

(179.2

)

 

 

 

 

(508.7

)

(433.0

)

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ deficit

 

 

 

$

4,235.8

 

$

4,163.0

 

 

See accompanying Notes to Consolidated Financial Statements.

 

5



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Three-month periods ended March 31, 2008 and 2007

(Under creditor protection as of January 21, 2008 – Note 1)

(Tabular amounts are expressed in millions of US dollars, except per share and option amounts)

(Unaudited)

 

1.     Creditor Protection and Restructuring

 

On January 21, 2008 (the “Filing Date”), Quebecor World Inc. (“Quebecor World” or the “Company”) obtained an order (the “Initial Order”) from the Quebec Superior Court (the “Court”) granting creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”) for itself and for 53 U.S. subsidiaries  (the “U.S. Subsidiaries” and, collectively with the Company, the “Applicants”).  On the same date, the U.S. Subsidiaries filed a petition under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the U.S. Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”). The proceedings under the CCAA are hereinafter referred to as the “Canadian Proceedings”, the proceedings under Chapter 11 are hereinafter referred to as the “U.S. Proceedings” and the Canadian Proceedings and the U.S. Proceedings are hereinafter collectively referred to as the “Insolvency Proceedings”. The Company’s European and Latin American subsidiaries are not subject to the Insolvency Proceedings. Pursuant to the Insolvency Proceedings, the Applicants are provided with the authority to, among other things, continue operating the Applicants’ business (subject to court approval for certain activities), file with the Court and submit to creditors a plan of compromise or arrangement under the CCAA (the “Plan”) and operate an orderly restructuring of the Applicants’ business and financial affairs, in accordance with the terms of the Initial Order. Ernst & Young Inc. (the “Monitor”) has been appointed by the Court as Monitor in the Canadian Proceedings. Pursuant to the terms of the orders made in the Insolvency Proceedings, as amended, the Monitor was appointed to monitor the business and financial affairs of the Applicants and, in connection with such role, the Initial Order imposes a number of duties and functions on the Monitor, including, but not limited to, assisting the Applicants in connection with their restructuring and reporting to the Court on the state of the business and financial affairs of the Applicants and on developments in the Insolvency Proceedings, as the Monitor considers appropriate. Reference should be made to the Initial Order for a more complete description of the duties and functions of the Monitor.

 

Chapter 11 provides for all actions and proceedings against the U.S. Subsidiaries to be stayed during the continuation of the U.S. Proceedings. The Initial Order also provides for a general stay, and, pursuant to subsequent orders of the Court rendered on February 19, 2008 and May 9, 2008, respectively this stay period was extended first to May 12, 2008 and then to July 25, 2008 in Canada. The stay period is subject to further extensions as the Court may deem appropriate. The applicable stays generally preclude parties from taking any actions against the Applicants. The purpose of the stay period and the Insolvency Proceedings is to provide the Applicants the opportunity to stabilize their operations and businesses and to develop a business plan, all with a view to proposing a final Plan. Any such Plan will be subject to approval by affected creditors, as well as court approval.

 

The Company became in default under its revolving bank facility, its equipment financing credit facility and its North American securitization program on January 16, 2008. On January 24, 2008 pursuant to the Insolvency entered into by the Company, an amount of $413 million was paid in order to terminate the North American securitization program.

 

The Insolvency Proceedings also triggered defaults under substantially all other debt obligations of the Applicants. Generally, the Insolvency Proceedings have stayed actions against the Applicants, including actions to collect pre-filing indebtedness or to exercise control over any of the Applicants’ property. As a result of the stay, the Applicants have ceased making payments of interest and principal on substantially all of their debt obligations. The orders granted in the Insolvency Proceedings have provided the Applicants with the authority, among other things: (a) to pay outstanding and future employee wages, salaries and benefits; (b) to make rent payments under existing arrangements payable after the Filing Date; and (c) to honour obligations to customers.

 

The Applicants are in the process of developing comprehensive business and financial plans, which will serve as a basis for discussions with stakeholders, with the advice and guidance of their financial advisors and the Monitor. The Applicants expect that the preparation of the business plan will be completed in the second quarter of 2008. It is anticipated that the business plan will reflect the Applicants’ expectations of future operating performance. Once the business plan has been completed, a Plan will be developed and, subject to receipt of necessary approvals from affected creditors, the Court and the U.S. Bankruptcy Court, the Applicants will implement one or more Plans. There can be no assurance, however, that the Applicants will be able to implement a Plan.

 

6



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.     Creditor Protection and Restructuring (Cont’d)

 

The Company has indicated that it intends to apply to the Court and the U.S. Bankruptcy Court to extend the stay period beyond July 25, 2008 in order to obtain further time to consult with stakeholders and develop a Plan. Should the stay period and any subsequent extensions, if granted, not be sufficient to develop and present a Plan, or should the Plan not be accepted by affected creditors and, in any such case, the Applicants lose the protection of the stay of proceedings, substantially all debt obligations of the Applicants will then become due and payable immediately, creating an immediate liquidity crisis which would in all likelihood lead to the liquidation of the Applicants’ assets. Failure to implement a Plan and obtain sufficient exit financing within the time granted by the Court and the U.S. Bankruptcy Court will also result in substantially all of the Applicants’ debt obligations becoming due and payable immediately, which would in all likelihood lead to the liquidation of the Applicants’ assets.

 

As detailed in Note 10, the Company’s UK subsidiary was placed into administration on January 28, 2008.

 

Contributing factors

 

Quebecor World’s financial performance has suffered in the past few years, especially with respect to its European operations, which were funded, in part, with cash flows generated by the North American operations, as a result of a combination of factors, including declining prices and sales volume, and temporary disturbances and inefficiencies caused by a major retooling and restructuring of its printing operations initiated in 2004. The combination of significant capital investments and continued operating losses, principally as a result of its European operations, resulted in increased financing needs. During the last quarter of 2007, it was also necessary for the Company to repurchase certain senior notes in order to avoid breaching certain financial ratios, while also facing reduction in amounts available under its revolving bank facility.

 

More recent events further hindered the Company’s efforts to improve its balance sheet and financial position. First, on November 20, 2007, Quebecor World announced the withdrawal of a refinancing plan previously announced on November 13, 2007 due to adverse financial market conditions. Second, on December 13, 2007, Quebecor World announced that it would not be able to consummate a previously announced transaction to sell/merge its European operations, which otherwise would have resulted in proceeds being paid to Quebecor World.

 

On December 31, 2007, the Company obtained a waiver from its bank syndicate lenders and from the sponsors of its North American securitization program, subject to the satisfaction of certain conditions and refinancing milestones, including obtaining $125 million in new financing by January 15, 2008. On January 16, 2008, the Company failed to satisfy the conditions and refinancing milestones set by the bank syndicate lenders, which resulted in the Company and certain of its subsidiaries being in default of its obligations under its revolving bank facility, its Equipment financing credit facility and its North American securitization program.

 

As a result of the unsuccessful efforts of the Company to obtain new financing, the inability to conclude the proposed sale of its European operations and the operational demands of the Company, by mid-January 2008, the Company was experiencing a severe lack of liquidity and concluded it no longer had the ability to meet obligations which were falling due.

 

Basis of presentation and going concern issues

 

These financial statements have been prepared using the same Canadian generally accepted accounting principles as applied by the Company prior to the Insolvency Proceedings. While the Applicants have filed for and been granted creditor protection, these financial statements continue to be prepared using the going concern concept, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Insolvency Proceedings provide the Company with a period of time to stabilize its operations and financial condition and develop a Plan. During the period, Debtor-In-Possession (“DIP”) financing has been approved by the Court and the U.S. Bankruptcy Court and is available, subject to borrowing conditions, as described below. Management believes that these actions make the going concern basis appropriate. However, it is not possible to predict the outcome of these proceedings and, as such, realization of assets and discharge of liabilities is subject to significant uncertainty. Accordingly, substantial doubt exists as to whether the Company will be able to continue as a going concern.  Further, it is not possible to predict whether the actions taken in any restructuring will result in improvements to the financial condition of the Company sufficient to allow it to continue as a going concern. If the going concern basis is not appropriate, adjustments will be necessary to the carrying amounts and/or classification of assets and liabilities, and to the expenses in these financial statements.

 

7



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.     Creditor Protection and Restructuring (Cont’d)

 

Basis of presentation and going concern issues (cont’d)

 

The accompanying financial statements do not purport to reflect or provide for the consequences of the Insolvency Proceedings. In particular, such financial statements do not purport to show: (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to pre-petition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to shareholders accounts, the effect of any changes that may be made in the capitalization of the Company; or (d) as to operations, the effect of any changes that may be made in its business.

 

While the Company is under creditor protection, it will make adjustments to the financial statements to isolate assets, liabilities, revenues, and expenses related to the reorganization and restructuring activities so as to distinguish these events and transactions from those associated with the ongoing operation of the business. Further, allowed claims arising under the Insolvency Proceedings may be recorded as liabilities and presented separately on the consolidated balance sheets.  If a restructuring occurs and there is substantial realignment of the equity and non-equity interests in the Company, the Company will be required, under Canadian Generally Accepted Accounting Principles (“GAAP”), to adopt “fresh start” reporting. Under fresh start reporting, the Company would undertake a comprehensive revaluation of its assets and liabilities based on the reorganization value as established and confirmed in the Plan. The financial statements do not present any adjustments that may be required during the period that the Company remains under creditor protection, or that may be required under fresh start reporting.

 

In accordance with Canadian GAAP appropriate for a going concern, property, plant, and equipment is carried at cost less accumulated amortization and any impairment losses and they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Goodwill is carried at cost less any impairment losses. Goodwill is tested for impairment annually and between annual tests when an event or circumstance occurs that more likely than not reduces the fair value of a reporting unit below its carrying amount. The series of events that led the Company to the Insolvency Proceedings triggered impairment tests as of December 31, 2007 and March 31, 2008 for its property, plant, and equipment, and goodwill. The Company made assumptions, such as expected growth, maintaining customer base and achieving costs reductions, about the future cash flows expected from the use of its assets.  There can be no assurance that expected future cash flows will be realized or will be sufficient to recover the carrying amount of long lived assets or goodwill.

 

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Insolvency Proceedings materially affect the degree of uncertainty associated with the measurement of many amounts in the financial statements. More specifically, it could impact the recoverability tests and fair value assumptions used in the impairment test of property, plant and equipment and goodwill, the valuation of future income tax assets and of contract acquisition costs.

 

In light of the Insolvency Proceedings, it is unlikely that the Company’s existing Multiple Voting Shares, Redeemable First Preferred Shares and Subordinate Voting Shares will have any material value following the approval of a Plan. There is a risk such shares could be cancelled.

 

DIP financing

 

On January 21, 2008, the Court approved a Senior Secured Superpriority DIP Credit Agreement (as subsequently amended by amendments dated January 25, 2008, February 11, 2008 and March 27, 2008, the “DIP Credit Agreement”) between the Company and Quebecor World (USA) Inc., both a debtor-in-possession under the U.S. Proceedings and a petitioner under the Canadian Proceedings, as Borrowers, Credit Suisse, as Administrative Agent, Initial Issuing Bank and Initial Swing Line Lender, General Electric Capital Corporation and GE Canada Finance Holding Company, as Collateral Agent, Morgan Stanley Senior Funding Inc., and Wells Fargo Foothill Inc., as Co-Syndication Agents.

 

8



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.     Creditor Protection and Restructuring (Cont’d)

 

DIP financing (cont’d)

 

The DIP financing is comprised of both a revolving credit facility with sub-facilities for Canadian dollar borrowings, swing line loans and issuance of letters of credit for an aggregate maximum commitment of the lenders of $400 million (the “Revolving DIP Facility”) bearing interest at variable rates based on Base rate or Eurodollar or Banker’s Acceptance or Canadian prime rate, plus applicable margin and a $600 million term loan (“DIP Term Loan”), bearing interest at variable rates based on Base rate, Eurodollar, plus applicable margin, which was fully drawn following the Initial Order and the interim order of the U.S. Bankruptcy Court, dated January 23, 2008 (the “Interim DIP Order”). Amounts borrowed under the DIP Term Loan and repaid or prepaid may not be borrowed again. Under the Revolving DIP Facility, the availability of funds is determined by a formula based on a percentage of eligible assets available as security. The unused portion of the DIP Credit Agreement is subject to a commitment fee of 0.50% per annum. From the date of the Interim DIP Order up to the date of the final order of the U.S. Bankruptcy Court dated April 1, 2008 (the “Final DIP Order”), the maximum availability under the Revolving DIP Facility was $150 million. By the entry of the Final DIP Order by the U.S. Bankruptcy Court, the maximum availability under the Revolving DIP Facility became $400 million. As at March 31, 2008 and May 12, 2008, the Company had drawn $600 million and $619.6 million, respectively, on the DIP facilities.

 

The DIP Credit Agreement contains certain restrictive financial and operating covenants which were met as of March 31, 2008.

 

The DIP Revolving Facility and DIP Term loan are secured by a perfected lien on, and security interest in, all present and after-acquired property of Quebecor World Inc. and the U.S. subsidiaries subject to the U.S. Proceedings. The liens are junior to the liens securing the Company’s syndicated revolving bank facility with Royal Bank of Canada as administrative agent and its equipment financing credit facility with Société Générale (Canada) as lender up to an aggregate amount of $170 million, which was granted prior to the Filing Date to the extent such liens are valid, perfected and not voidable. The DIP Revolving Facility and DIP Term loan are also guaranteed by substantially all of the Company’s direct and indirect subsidiaries.

 

The DIP Revolving Facility and DIP Term loan mature on the earliest to occur of (a) July 21, 2009 and (b) the substantial consummation of a Plan. The DIP Credit Agreement may be prepaid or accelerated upon the occurrence of an event of default and contains mandatory prepayments including, among other things, the net proceeds of certain asset sales, issuance of debt securities and certain extraordinary receipts.

 

Should the Court refuse to grant further extensions of the stay period, this would constitute an event of default under the DIP Credit Agreement and the debt could become due and payable immediately, which would, in all likelihood, lead to the liquidation of all the Applicants’ assets.

 

The Company’s DIP Revolving Facility and DIP Term loan provide for various restrictions on, among other things, the Company’s ability to incur additional debt, secure such debt, make investments, dispose of its assets (including pursuant to sale and leaseback transactions and sales of receivables under securitization programs) and make capital expenditures. Each of these transactions would require the consent of the Company’s DIP lenders if they exceed certain thresholds set forth in the DIP Facility, and may, in certain cases, require the consent of the Monitor and/or the Courts.

 

The Court limits the amounts of funding available for the European and Latin America subsidiaries. The maximum amounts are EUR25 million and $10 million, respectively, in addition to a $5 million amount for non-debtor North American or Latin American subsidiaries. As of May 12, 2008, an amount of EUR13 million was funded for the European subsidiaries and $6 million was used to fund Latin American operations.

 

Accounting policies applicable to an entity under Creditor Protection

 

As a result of the Insolvency Proceedings, the Company will follow accounting policies, including disclosure items, applicable to entities that are under creditor protection. In addition to Canadian GAAP, the Company is applying the guidance in the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7). While SOP 90-7 refers specifically to Chapter 11 in the United States, its guidance, in management’s view, is also applicable to an entity restructuring under CCAA where it does not conflict with Canadian GAAP.

 

9



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.     Creditor Protection and Restructuring (Cont’d)

 

Accounting policies applicable to an entity under Creditor Protection (cont’d)

 

Consistent with Canadian GAAP, SOP 90-7 does not change the manner in which financial statements are prepared. However, SOP 90-7 does require that the financial statements for periods subsequent to the filing distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business will be reported separately as reorganization items (see Note 4). Cash flows related to reorganization items have been disclosed separately.

 

While payments may not be made on liabilities subject to compromise, including long-term debt, interest on debt obligations will continue to be recognized.  Interest is not a reorganization item. The consolidated balance sheet distinguishes pre-filing liabilities subject to compromise on any debt from both those pre-filing liabilities that are not subject to compromise and from post-filing liabilities (see Note 5). Liabilities that may be affected by the Plan may be settled for lesser amounts and the resulting adjustments may be material, no claims procedure has yet been established.

 

Consolidated financial statements that include one or more entities in reorganization proceedings and one or more entities not in reorganization proceedings are required to include disclosure of entities in reorganization proceedings, including disclosure of Condensed Combined Financial Information of the entities in the reorganization proceedings, including disclosure of the amount of inter-company receivables and payables therein (see Note 6).

 

SOP 90-7 has been applied effective January 21, 2008, and for subsequent reporting periods while the Company continues to operate under creditor protection.

 

The resulting changes in reporting are described in Note 4 Reorganization Items, Note 5 Liabilities subject to compromise and Note 6 Condensed Combined Financial Information.

 

2.     Basis of Presentation

 

The consolidated financial statements included in this report are unaudited and reflect normal and recurring adjustments which are, in the opinion of the Company, considered necessary for a fair presentation. These consolidated financial statements have been prepared in conformity with Canadian GAAP. The same accounting policies as described in the Company’s latest consolidated financial statements prior to the Insolvency Proceedings have been used, except changes described in Note 1 and 3. However, these consolidated financial statements do not include all disclosures required under Canadian GAAP for annual financial statements and, accordingly, should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest consolidated financial statements.

 

Seasonality

 

The operations of the Company’s business are seasonal, with the majority of historical operating income recognized in the second half of the fiscal year, primarily as a result of the higher number of magazine pages, new product launches and back-to-school, retail and holiday catalog promotions. Within any year, the seasonality could adversely affect the Company’s cash flow and results of operations on a quarterly basis.

 

Comparative figures

 

Certain comparative figures have been reclassified to conform to the presentation of the current period.

 

10



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

3.     Change in Accounting Standards

 

Effective January 1, 2008, the Company adopted the following Canadian Institute of Chartered Accountants (“CICA”) Handbook sections:.

 

·                  Section 1535, Capital Disclosures, which requires the disclosure of both qualitative and quantitative information that enables users of financial statements to evaluate the entity’s objectives, policies and processes for managing capital. The adoption of this section requires disclosure of information on capital management, which is included in Note 15, Capital and Liquidity Management.

 

·                  Section 3862, Financial Instruments – Disclosures, and Section 3863, Financial Instruments – Presentation, which require additional disclosures relating to financial instruments. The adoption of these sections required disclosure of risks associated with financial instruments to which the Company is exposed to including sensitivity analysis and how the Company manages those risks. This information is included in Note 14, Financial Instruments.

 

·                  Section 3031, Inventories, which provides more extensive guidance on the recognition and measurement of inventories, and related disclosures. Upon adoption of this new section, in accordance with the transition rules, the Company has adjusted opening retained earnings as if the new rules had always been applied in the past, without restating comparative figures of prior years. Accordingly, the following adjustments were recorded in the consolidated financial statements as at January 1, 2008:

 

·                  Decrease of inventory by $32.9 million

·                  Increase of property, plant and equipment by $7.2 million

·                  Decrease of future income taxes liabilities by $4.7 million

·                  Increase of deficit by $21.0 million

 

4.     Reorganization Items

 

Reorganization items represent post-filing revenues, expenses, gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the Applicants.  The cash flow usage related to reorganization and restructuring items since the Filing Date amounts to $3.9 million and relates primarily to professional fees.  The following outlines amounts that have been included in the Consolidated Statement of Loss:

 

 

 

Three months ended March 31, 2008

 

 

 

 

 

Amortization of financing costs

 

$

15.1

 

Amortization of embedded derivatives and hedges interest rate risk

 

(11.2

)

Professional fees

 

10.3

 

 

 

$

14.2

 

 

5.     Liabilities Subject to Compromise

 

Liabilities subject to compromise refers to liabilities incurred prior to the Filing Date that may be dealt with as affected claims under a Plan in the Insolvency Proceedings, as well as claims arising out of any repudiated leases, contracts, and other arrangements. It is possible that items not currently considered as liabilities subject to compromise in these unaudited consolidated financial statements will be added or reclassified to this category of liabilities at a later date. The amounts below are the liabilities subject to compromise as of March 31, 2008 and are subject to future adjustments as a result of negotiations, Court orders, proofs of claim, and other events. Any additions to this category of liabilities and any adjustments may be material and, depending on their nature, may be recorded as a reorganization adjustment. The Plan will determine how a particular class of affected claims will be settled, including payment terms, if applicable.

 

11



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5.     Liabilities Subject to Compromise (Cont’d)

 

These unaudited consolidated financial statements do not include inter-company liabilities (Note 6) as these are eliminated in the preparation of the unaudited consolidated financial statements. However, depending on the ultimate determination and approval of the Plan, certain of these liabilities, including amounts between entities that have not filed for bankruptcy relief under Insolvency Proceedings and those that have filed, may be subject to compromise and these amounts may be material.

 

The Company continues to accrue for interest on debt that is subject to compromise. No interest has been paid on unsecured debt of the Company subsequent to January 21, 2008, the date of the CCAA filing.

 

 

 

Note

 

March 31, 2008

 

Accounts payable and accrued liabilities

 

 

 

$

446.3

 

Income tax payable and other taxes payable

 

 

 

8.1

 

Long-term debt

 

11

 

2,386.1

 

Other liabilities

 

 

 

62.5

 

 

 

 

 

$

2,903.0

 

 

6.     Condensed Combined Financial Information

 

As stated in Note 1, unaudited consolidated financial statements should provide disclosure of Condensed Combined Financial Information of the Applicants, including disclosure of the amount of intercompany receivables and payables between Applicants and non-Applicants. Presented below are the Condensed Combined Financial Information of the Applicants as at and for the period ending March 31, 2008.

 

Entities not in Insolvency Proceedings include Latin American and European operations.

 

Condensed Combined Statement of Loss

Three-month period ended March 31, 2008

(Unaudited)

 

 

 

Entities in

 

 

 

Insolvency

 

 

 

Proceedings

 

Operating revenues

 

$

946.0

 

 

 

 

 

Operating expenses:

 

 

 

Cost of sales

 

793.3

 

Selling, general and administrative

 

95.7

 

Depreciation and amortization

 

57.3

 

Impairment of assets, restructuring and other charges

 

36.5

 

 

 

982.8

 

 

 

 

 

Operating loss

 

(36.8

)

 

 

 

 

Financial expenses

 

158.6

 

Dividends on preferred shares classified as liability

 

2.4

 

Reorganization items

 

14.2

 

Loss from continuing operations before income taxes

 

(212.0

)

Income taxes

 

14.3

 

 

 

 

 

Net loss

 

$

(226.3

)

 

12



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6.     Condensed Combined Financial Information (Cont’d)

 

Condensed Combined Statement of Cash Flows

Three-month period ended March 31, 2008

(Unaudited)

 

 

 

Entities in

 

 

 

Insolvency

 

 

 

Proceedings

 

Cash flows used in operating activities

 

$

(31.4

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Issuance of long-term debt net of issuance costs

 

600.9

 

Repayments of long-term debt

 

(10.3

)

Net borrowings under revolving bank facility

 

70.9

 

Net change in secured financing

 

(15.0

)

Repayment of North American securitization program subsequent to Insolvency Proceedings

 

(413.0

)

Cash flows provided by financing activities

 

233.5

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Additions to property, plant and equipment

 

(17.9

)

Net proceeds from disposal of assets

 

1.0

 

Restricted cash related to Insolvency Proceedings

 

(42.1

)

Cash flows used in investing activities

 

(59.0

)

 

 

 

 

Effect on foreign currency

 

50.5

 

 

 

 

 

Net changes in cash and cash equivalents

 

193.6

 

Cash and cash equivalents, beginning of period

 

0.4

 

Cash and cash equivalents, end of period

 

$

194.0

 

 

13



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6.     Condensed Combined Financial Information (Cont’d)

 

Condensed Combined Balance Sheets

March 31, 2008

(Unaudited)

 

 

 

Entities in

 

 

 

Insolvency

 

 

 

Proceedings

 

Assets

 

 

 

 

 

 

 

Current assets

 

$

1,129.5

 

Property, plant, and equipment

 

1,356.0

 

Goodwill

 

342.2

 

Restricted cash

 

42.0

 

Receivables from related parties

 

4.3

 

Future income taxes

 

1.8

 

Other assets

 

186.1

 

Total Assets

 

$

3,061.9

 

 

 

 

 

Liabilities and Shareholders’ deficit

 

 

 

Current liabilities

 

$

278.9

 

Current portion of long-term debt

 

600.0

 

Liabilities subject to compromise

 

2,903.0

 

Intercompany payables subject to compromise (a)

 

2,466.7

 

Total current liabilities

 

6,248.6

 

 

 

 

 

Long-term debt

 

7.4

 

Other liabilities

 

218.9

 

Future income taxes

 

140.1

 

Preferred shares

 

74.0

 

Shareholders’ deficit

 

(3,627.1

)

 

 

 

 

Total Liabilities and Shareholders’ deficit

 

$

3,061.9

 

 


(a) Intercompany receivables and payables are disclosed on a net basis and are recorded at their face value.

 

14



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

7.     Impairment of Assets, Restructuring and Other Charges

 

The following table details the charge for impairment of assets, restructuring and other charges and pension settlements:

 

 

 

 

 

Three months ended March 31,

 

 

 

Note

 

2008

 

2007

 

Impairment of assets

 

 

 

$

18.8

 

$

8.2

 

Restructuring and other charges

 

 

 

20.6

 

16.5

 

Pension settlements

 

16

 

 

4.8

 

 

 

 

 

$

39.4

 

$

29.5

 

 

(a)   Impairment of assets

 

Following impairment tests on specific units in North America and in Europe, the Company concluded that some long-lived assets were impaired and recorded an impairment charge of $18.8 million on certain machinery and equipment during the three-month period ended March 31, 2008.

 

(b)   Restructuring and other charges

 

The following table details the Company’s restructuring and other charges and the change in the reserve for restructuring and other charges:

 

 

 

Three months ended March 31, 2008

 

 

 

2008

 

Prior Year

 

 

 

 

 

Initiatives

 

Initiatives

 

Total

 

Expenses

 

 

 

 

 

 

 

Workforce reduction

 

$

19.4

 

$

1.2

 

$

20.6

 

Leases and carrying costs for closed facilities

 

 

1.7

 

1.7

 

 

 

19.4

 

2.9

 

22.3

 

Underspending

 

 

 

 

 

 

 

Workforce reduction

 

 

(1.4

)

(1.4

)

Leases and carrying costs for closed facilities

 

 

(0.3

)

(0.3

)

 

 

 

(1.7

)

(1.7

)

Payments

 

 

 

 

 

 

 

Workforce reduction

 

(0.9

)

(3.0

)

(3.9

)

Leases and carrying costs for closed facilities

 

 

(2.2

)

(2.2

)

 

 

(0.9

)

(5.2

)

(6.1

)

Net change

 

18.5

 

(4.0

)

14.5

 

Foreign currency changes

 

 

0.1

 

0.1

 

Balance, beginning of period

 

 

17.0

 

17.0

 

Balance, end of period

 

$

18.5

 

$

13.1

 

$

31.6

 

 

2008 restructuring initiatives

 

During the first quarter of 2008, there were restructuring initiatives in North America related to the closure of a facility in Quebec and to a significant downsizing of another facility in Ontario. There were also various headcount reductions across North America and Europe. The total cost expected is $26.2 million, of which $20.7 million is for workforce reduction and $5.5 million is for lease and closed facilities. These initiatives are expected to be completed by the end of 2008.

 

15



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8.                          Financial Expenses

 

 

 

Three months ended March 31,

 

 

 

2008

 

2007

 

Interest on long-term debt and convertible notes

 

$

55.8

 

$

40.7

 

Bank and other charges

 

2.0

 

2.6

 

Amortization of financing costs

 

53.9

 

1.0

 

Change in fair value of restricted cash

 

3.1

 

 

Net gain on foreign exchange and derivative financial instruments (a)

 

(31.9

)

(7.5

)

 

 

82.9

 

36.8

 

Interest capitalized to the cost of equipment

 

(0.9

)

(2.9

)

 

 

$

82.0

 

$

33.9

 

 


(a)        During the three-month period ended March 31, 2008, the Company recorded a net gain of $32.0 million on derivative financial instruments for which hedge accounting was not used ($4.4 million in 2007), of which $12.3 million is presented as Reorganization items (Note 4).

 

9.                          Loss per Share

 

The following table sets forth the computation of basic and diluted loss per share from continuing operations:

 

 

 

Three months ended March 31,

 

 

 

2008

 

2007

 

Net loss

 

$

(190.0)

 

$

(38.1

)

Net income allocated to holders of preferred shares

 

 

7.2

 

 

 

 

 

 

 

Net loss available to holders of equity shares

 

$

(190.0

)

$

(45.3

)

(In millions)

 

 

 

 

 

Weighted-average number of equity shares outstanding

 

147.5

 

131.8

 

Loss per share:

 

 

 

 

 

Basic and diluted

 

$

(1.29)

 

$

(0.34

)

 

For the purpose of calculating diluted loss per share, the effects of the convertible notes (repaid in June 2007) and the effects of all stock options were excluded, since their inclusion is anti-dilutive, for each of the three-month periods ended March 31, 2008 and 2007.

 

10.                   Loss on Abandonment of Business and Disposals

 

On January 28, 2008, the Company abandoned its UK subsidiary, Quebecor World PLC (“QWP”), based in Corby, and placed it into administration. As a result, the Company ceased to have control or significant influence over QWP as the ability to determine strategic, operating, investing and financing policies was transferred to the administrators. Subsequent to January 28, 2008, QWP’s operations and direct cash flows have been eliminated from the ongoing operations of the Company as a result of the abandonment and the Company has no continuing involvement or obligations in the operations or liquidation of QWP.

 

16



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

10.      Loss on Abandonment of Business and Disposals (Cont’d)

 

The administrators ceased to operate QWP on February 15, 2008, and all of QWP’s long-lived assets, primarily buildings and machinery and equipment, will be liquidated by the administrators. As a result, the Company recorded an impairment charge of $32.0 million (including the write down of intercompany receivable). The Company is an unsecured creditor for its intercompany receivable of $28.0 million from QWP and, as of March 31, 2008, the Company has written down the receivable to its estimated amount recoverable of $5.0 million.

 

In March 2007, the Company sold its investment in a facility of its French operations for negligible cash consideration, resulting in a net loss on disposal of $11.0 million.

 

11.      Long-term Debt

 

On January 16, 2008, since the Company had not obtained the $125.0 million of new financing, as had been required under the terms of the revolving bank facility and North American securitization program waivers, the Company became in default under its revolving bank facility, its Equipment financing facility and its North American securitization program. Upon filing for creditor protection in the Insolvency Proceedings on January 21, 2008, the Company became in default under substantially all of its other debt agreements and instruments.

 

The following table summarizes changes in long-term debt:

 

 

 

 

 

 

 

December 31,

 

 

 

Maturity

 

March 31, 2008

 

2007

 

 

 

 

 

 

 

 

 

Revolving bank facility and other short-term lines

 

2008

 

$

717.6

 

$

643.1

 

Senior Notes 4.875% and 6.125%

 

2008, 2013

 

600.0

 

598.1

 

Senior Notes 9.75%

 

2015

 

400.0

 

400.0

 

Equipment financing credit facility

 

2015

 

151.7

 

168.5

 

Senior Notes 8.75%

 

2016

 

450.0

 

450.0

 

Senior Debentures 6.50%

 

2027

 

3.2

 

3.2

 

Capital leases

 

2008-2016

 

63.6

 

43.8

 

Other debts

 

2008-2022

 

 

24.0

 

 

 

 

 

2,386.1

 

2,330.7

 

Amortization of effect of fair value hedge on interest rate risk

 

 

 

 

(1.9

)

Adjustment related to embedded derivatives

 

 

 

 

9.4

 

Financing fees, net of amortization

 

 

 

 

(25.4

)

Long-term debt of Applicants subject to compromise - subsequent to January 21, 2008 (Note 5)

 

 

 

2,386.1

 

 

 

 

 

 

 

 

 

 

DIP financing (a)

 

2009

 

600.0

 

 

Capital leases

 

2008-2014

 

19.0

 

18.7

 

Other debts

 

2008-2022

 

5.9

 

5.8

 

Long-term debt

 

 

 

624.9

 

2,337.3

 

 

 

 

 

 

 

 

 

Less current maturities

 

 

 

604.4

 

1,023.7

 

Total Long-term debt

 

 

 

$

20.5

 

$

1,313.6

 

 


(a)          As described in Note 1, on January 21, 2008, the Canadian Court approved the DIP Credit Agreement. The effective interest rate on the DIP Credit Agreement as at March 31, 2008 was 8.25%. The DIP Credit Agreement contains certain restrictive financial and operating covenants, which are all met as at March 31, 2008.

 

The Company incurred debt issuance costs of $43.5 million which were completely amortized during the quarter.

 

17



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

12.      Capital Stock

 

 

 

March 31, 2008

 

December 31, 2007

 

(Thousands of shares)

 

Number

 

Amount

 

Number

 

Amount

 

 

 

 

 

 

 

 

 

 

 

Multiple Voting Shares

 

46,987

 

$

93.5

 

46,987

 

$

93.5

 

Subordinate Voting Shares

 

136,995

 

1,253.0

 

85,585

 

1,151.4

 

Redeemable First Preferred Shares - Series 3 Classified as Shareholders’ equity

 

12,000

 

212.5

 

12,000

 

212.5

 

Total Capital Stock

 

 

 

$

1,559.0

 

 

 

$

1,457.4

 

Redeemable First Preferred Shares - Series 5 Classified as liability

 

3,024

 

74.0

 

7,000

 

178.5

 

Total Preferred Shares

 

 

 

$

74.0

 

 

 

$

178.5

 

 

During the first quarter of 2008, no Subordinate Voting Shares were issued under the Company’s stock option plan and no Subordinate Voting Shares were issued under the Company’s employee stock purchase plans (124,112 in the first quarter of 2007 for a total cash consideration of $1.6 million).

 

On February 26, 2008, the Company announced that it had determined the final conversion rate applicable to the 3,975,663 Series 5 Cumulative Redeemable First Preferred Shares that were converted into Subordinate Voting Shares effective as of March 1, 2008.  Taking into account all accrued and unpaid dividends on the 3,975,663 Series 5 Preferred Shares up to and including March 1, 2008, the Company has determined that, in accordance with the provisions governing the Series 5 Preferred Shares, each Series 5 Preferred Share was converted on March 1, 2008 into 12.93125 Subordinate Voting Shares. Consequently, 51.4 million new Subordinate Voting Shares were issued by the Company to holders of Series 5 Preferred Shares on March 1, 2008 resulting in an increase of $101.6 million in Capital stock.

 

13.      Stock-Based Compensation

 

The following table summarizes information about stock options:

 

 

 

March 31, 2008

 

December 31, 2007

 

Number of stock options at the end of the period (in thousands):

 

 

 

 

 

Outstanding

 

6,288.0

 

6,942.5

 

Exercisable

 

3,465.9

 

3,984.0

 

 

The total stock-based compensation expense recorded in the first quarter of 2008 was $0.9 million ($1.1 million for the same period in 2007).

 

In January 2008, the Company cancelled the employee stock purchase plan in the United States and the employee share investment plan in Canada for eligible employees. In February 2008, the Company terminated the deferred stock unit plan for the benefit of the Company’s directors.

 

14.      Financial Instruments

 

(a)          Fair value of financial instruments

 

The estimated fair value of the Company’s Liabilities subject to compromise, is not reasonably determinable given the current status of the Company while under creditor protection during the Insolvency Proceedings (see Note 1). The carrying value of other financial instruments approximated fair value due to the short maturities or the terms and conditions attached to these instruments.

 

18



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

14.      Financial Instruments (Cont’d)

 

(b)         Risks arising from financial instruments

 

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company’s activities. From its use of financial instruments, the Company is exposed to credit risk, liquidity risk and market risk, which comprises foreign exchange risk, interest rate risk and commodity risk.

 

As described in Note 1 of these consolidated financial statements, on January 21, 2008, the Company obtained an Initial Order from the Court granting creditor protection. Subsequent to the Insolvency Proceedings and under provisions of the signed ISDA agreements, the counterparties of the Company’s derivative financial instruments exercised their contractual right to terminate substantially all of the foreign exchange forward contracts, interest rate swap and commodity swap agreements in place on that date. Consequently, the Company was not able to effectively manage certain market risks described below as at March 31, 2008. It is, however, the Company’s intention to effectively manage these risks in a manner similar to that conducted prior to the Filing Date as soon as practicable.

 

The effective management of the risks arising from financial instruments described below portrays the strategy in place prior to the Insolvency Proceedings. Where such risk management procedures were in place as at March 31, 2008, they are identified below as such.

 

Credit risk

 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from credit losses that could result from defaults by customers and counterparties when using financial instruments.

 

The Company is exposed to credit risk with respect to its cash equivalents, accounts receivable, other long-term receivables and derivative financial instruments.

 

The Company, in the normal course of business, continuously monitors the financial condition of its customers, reviews the credit history of each new customer and generally does not require collateral. As at March 31, 2008, no customer balance represent more than 2% of the Company’s consolidated operating revenues and the Company’s 10 largest customers accounted for 16% of consolidated revenues. In addition, 78% of the Company’s accounts receivable as at March 31, 2008 were not considered past due.

 

The Company believes that the diversity of its products as well as the diversity of its customer base are instrumental in reducing its credit risk, as well as the impact on the Company of fluctuations in local market or product-line demand. The following table shows revenues by print service, which is representative of the diversity of the accounts receivables.

 

19



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

14.                 Financial Instruments (Cont’d)

 

(b)          Risks arising from financial instruments (cont’d)

 

Revenue by Print Service - Worldwide ($ millions)

Three months ended March 31 (Continuing Operations)

 

 

The Company establishes an allowance for doubtful accounts that corresponds to the specific credit risk of its customers, historical trends and other information on the state of the economy. The Company does not believe that it is exposed to an unusual level of customer credit risk.

 

In addition to the above, the Company is exposed to credit losses resulting from defaults by counterparties to derivative financial instruments. To mitigate this risk, counterparties to derivative financial instruments, either foreign or Canadian, must have a minimum rating of A or its equivalent on long-term unsecured term debt from at least two rating agencies (Standard & Poor’s, Moody’s or DBRS) and are subject to concentration limits. Prior to the Insolvency Proceedings, the Company did not experience any failures by counterparties in meeting their obligations, nor were any such failures expected to occur in the future. As at March 31, 2008, the Company’s maximum exposure to counterparty credit risk was $0.1 million, which represented the carrying value of these financial instruments.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due or the risk that these financial obligations be met at excessive cost. The Company is under creditor protection as of January 21, 2008 (Note 1).

 

20



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

14.                 Financial Instruments (Cont’d)

 

(b)          Risks arising from financial instruments (cont’d)

 

As of March 31, 2008, material financial liabilities related to financial instruments included capital repayment and interest on long-term debt and obligations related to the DIP financing, as described in Note 1, which is collateralized by substantially all of the Company’s assets. Since the Insolvency Proceedings described in Note 1, the Company has ceased to make payments of interest and principal on its debt obligations. These obligations and their maturities, notwithstanding the filing for creditor protection, were as follows:

 

Financial Liabilities

 

 

 

Remainder of
2008

 

2009

 

2010

 

2011

 

2012

 

2013 and
thereafter

 

Total

 

Bank indebtedness

 

$

44.1

 

$

 

$

 

$

 

$

 

$

 

$

44.1

 

Trade payables and accrued liabilities

 

1,012.9

 

 

 

 

 

 

1,012.9

 

Income and other taxes payable

 

55.4

 

 

 

 

 

 

55.4

 

Payables to related parties

 

11.1

 

 

 

 

 

 

11.1

 

Secured financing

 

53.7

 

 

 

 

 

 

53.7

 

Long-term debt

 

1,621.0

 

2.6

 

2.8

 

3.0

 

3.2

 

1,266.3

 

2,898.9

 

Capital leases

 

60.7

 

7.6

 

8.0

 

9.6

 

9.0

 

17.2

 

112.1

 

Total Financial Liabilities

 

$

2,858.9

 

$

10.2 

 

$

10.8

 

$

12.6

 

$

12.2

 

$

1,283.5

 

$

4,188.2

 

 

Market risk

 

Market risk is the risk that changes in market prices due to foreign exchange rates, interest rates, and commodity prices will affect the Company’s income or the value of its financial instruments.

 

Foreign exchange risk

 

The Company has operations worldwide, including Canada, the United States, Europe and Latin America, and as such has foreign denominated sales and related receivables, equipment purchases, debt and other assets and liabilities.

 

Prior to the Insolvency Proceedings, the Company mitigated its foreign exchange risk by entering into foreign exchange forward contracts to hedge the settlement of the foreign denominated sales and related receivables, equipment purchases, debt, and other assets and liabilities. Substantially all of the contracts were terminated by the counterparties in connection with the Insolvency Proceedings.

 

The main concentration of foreign currency balances are operations in Euro for the European divisions and operations in Canadian dollars in the Canadian divisions of the Company.

 

The notional amounts and terms of the outstanding foreign exchange forward contracts as at March 31, 2008, presented by currency, are included in the table below:

 

Currencies

 

March 31, 2008

 

(sold / bought)

 

Notional amounts (1)

 

Average rate (2)

 

 

 

 

 

 

 

GBP / EUR

 

 

 

 

 

Less than 1 year

 

$

1.8

 

0.7526

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Less than 1 year

 

8.6

 

 

 

 

$

10.4

 

 

 

 


(1)                      Transactions in foreign currencies are translated using the closing exchange rate as at March 31, 2008.

(2)                      Rates were expressed as the number of units of the currency sold for the currency bought.

 

21



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

14.                 Financial Instruments (Cont’d)

 

(b)          Risks arising from financial instruments (cont’d)

 

Sensitivity analysis

 

Assuming all other variables remain constant, a 5% strengthening of the US dollar on the cross-currencies sales during the three-month period ended March 31, 2008 would have had a nominal impact on net income and other comprehensive income.

 

Interest rate risk

 

The Company is exposed to interest rate fluctuations as a result of its long-term debt, including the DIP financing. As at March 31, 2008, the floating rate portion of the long-term debt represented approximately 40% of the total, while the remaining amount represented the fixed rate portion.

 

Prior to the Insolvency Proceedings, the Company managed its interest rate risk by having a balanced schedule of debt maturities, as well as a combination of fixed and floating interest rate obligations. In addition, the Company entered into interest rate swaps to manage its exposure to fluctuations in interest rates on its long-term debt; however, all derivative contracts were terminated in the first quarter of 2008 as a direct result of the Insolvency Proceedings.

 

Sensitivity analysis

 

Assuming all other variables remain constant, a 1% increase on all the interest rates during the three-month period ended March 31, 2008 would have had an unfavourable impact of $2.4 million on net income and other comprehensive income, while a 1% decrease in interest would have resulted in an equally favourable increase in net income, assuming no impact from derivative instruments since there were no interest rate derivative contracts outstanding at the end of the quarter.

 

Commodity risk

 

The Company is exposed to a financial risk related to fluctuations in natural gas prices to purchase natural gas. Prior to the Insolvency Proceedings, the Company managed a portion of its North American natural gas exposure through commodity swap agreements, whereby the Company was committed to exchange, on a monthly basis, the difference between a fixed price and a floating natural gas price index calculated by reference to the swap notional amounts. The Company has long-term contracts with most of its largest customers. These contracts generally include price adjustment clauses based on the costs of paper and ink.

 

Sensitivity analysis

 

Assuming all other variables remain constant, a $1 increase in the price of the natural gas price index during the three-month period ended March 31, 2008 would have had an unfavourable impact of $1.0 million on net income and other comprehensive income, while a $1 decrease in the price of the natural gas price index would have resulted in an equally favourable increase in net income, and assuming no impact from derivative instruments since there were no commodities swap contracts outstanding at the end of the quarter.

 

22



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

15.                   Capital and Liquidity Management

 

The Insolvency Proceedings have significantly affected the Company’s ability to manage its capital structure in the near term.

 

The Company’s primary short-term objectives of managing capital are:

 

·                  To ensure a successful restructuring and financial reorganization of the Company;

 

·                  To maintain a level of corporate liquidity necessary to fund the Company’s operating cycle;

 

·                  To preserve its financial flexibility in order to benefit from potential opportunities as they arise.

 

Under the Insolvency Proceedings, the Company manages its liquidity and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.

 

16.                   Pension and Other Postretirement Benefits

 

The following table presents the Company’s pension and other postretirement benefit costs:

 

 

 

Three months ended March 31,

 

 

 

2008

 

2007

 

Pension benefits

 

$

12.0

 

$

21.1

 

Postretirement benefits

 

0.7

 

0.7

 

Total benefit cost

 

$

12.7

 

$

21.8

 

 

The 2007 pension benefit costs included a total settlement loss of $4.8 million, as described in Note 7.

 

17.                   Accumulated Other Comprehensive Loss

 

The following table presents changes in the carrying amount of accumulated other comprehensive loss:

 

 

 

Translation

 

Cash flow

 

 

 

 

 

adjustment

 

hedges

 

Total

 

Balance, December 31, 2006

 

$

(82.6

)

$

 

$

(82.6

)

Change in accounting policy - Financial Instruments, net of income taxes

 

 

(7.0

)

(7.0

)

Other comprehensive income (loss), net of income taxes

 

(7.5

)

6.2

 

(1.3

)

Balance, March 31, 2007

 

(90.1

)

(0.8

)

(90.9

)

Other comprehensive income (loss), net of income taxes

 

(97.3

)

9.0

 

(88.3

)

Balance, December 31, 2007

 

(187.4

)

8.2

 

(179.2

)

Other comprehensive income (loss), net of income taxes

 

37.4

 

(4.6

)

32.8

 

Balance, March 31, 2008

 

$

(150.0

)

$

3.6

 

$

(146.4

)

 

Over the next twelve months, the Company expects an estimated $2.8 million (net of income tax of $2.9 million) in net gains in other comprehensive income as at March 31, 2008 to be reclassified to net income. During the three-month period ended March 31, 2008, there were no forecasted transactions that failed to occur.

 

Following the filing of creditor protection under the Insolvency Proceedings on January 21, 2008, substantially all derivative contracts were subsequently terminated by their counterparties. The amount of any gains and losses associated with derivative contracts designated as hedging items that had previously been recognized in other comprehensive income as a result of applying hedge accounting will be carried forward to be recognized in net income in the same periods during which the hedged forecast transaction will occur.

 

23



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

18.                   Income Tax Components of Other Comprehensive Loss

 

The following table presents the income taxes on components of Other Comprehensive Loss for the three-month periods ended March 31, 2008 and 2007:

 

 

 

Three months ended March 31,

 

 

 

2008

 

2007

 

Unrealized loss on foreign currency translation adjustment

 

$

(0.2

)

$

(0.7

)

Unrealized net gain on derivative financial instruments related to cash flow hedges

 

(1.4

)

(2.3

)

Reclassification of realized net gain (loss) on derivative financial instruments to the statement of income

 

0.9

 

(1.5

)

 

 

$

(0.7

)

$

(4.5

)

 

19.                   Segmented Information

 

The Company operates in the printing industry. Its business groups are located in three main segments: North America, Europe and Latin America. These segments are managed separately, since they all require specific market strategies. The Company assesses the performance of each segment based on operating income before impairment of assets, restructuring and other charges and goodwill impairment charge (“Adjusted EBIT”).

 

 

 

North

 

 

 

Latin

 

 

 

Inter-

 

 

 

Three months ended March 31

 

America

 

Europe

 

America

 

Other

 

Segment

 

Total

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

$

946.0

 

$

250.1

 

$

68.5

 

$

0.2

 

$

(0 .2

)

$

1,264.6

 

2007

 

1,077.2

 

253.3

 

63.9

 

0.1

 

(1.1

)

1,393.4

 

Impairment of assets

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

16.7

 

2 .1

 

 

 

 

18.8

 

2007

 

 

8.2

 

 

 

 

8.2

 

Restructuring and other charges

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

19.8

 

0 .7

 

0.1

 

 

 

20.6

 

2007

 

17.8

 

3.5

 

 

 

 

21.3

 

Adjusted EBIT

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

14.8

 

(43 .4

)

1.7

 

(7.9

)

 

(34.8

)

2007

 

37.3

 

(26.5

)

2.5

 

(2.1

)

 

11.2

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

(21.7

)

(46.2

)

1.6

 

(7.9

)

 

(74.2

)

2007

 

19.5

 

(38.2

)

2.5

 

(2.1

)

 

(18.3

)

Goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

As at March 31, 2008

 

342.2

 

 

 

 

 

342.2

 

As at December 31, 2007

 

342.3

 

 

 

 

 

342.3

 

 

24



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

20.                 Related party transactions

 

Quebecor Inc., directly and through a wholly-owned subsidiary, holds 77.3% of the outstanding voting interests in Quebecor World. As a result, Quebecor Inc. has the power to determine many matters requiring shareholder approval, including the election of directors and the approval of significant corporate transactions. The interests of Quebecor Inc. may conflict with the interests of other holders of our equity and debt securities. However, the Court has exempted Quebecor World from the requirement to hold an annual meeting of shareholders until such time as the Company emerges from the Insolvency Proceedings. In addition, any fundamental transaction or proposed change to Quebecor World’s organizational documents would require Court approval. Consequently, even though Quebecor Inc. currently holds 77.3% of the Company’s outstanding voting interests, it is unlikely that Quebecor Inc. will be able to exercise its votes during the Insolvency Proceedings in order to change the composition of the Board of Directors or cause fundamental changes in the affairs and organizational documents of the Company.

 

25


EX-99.3 4 a08-14299_1ex99d3.htm MANAGEMENT`S DISCUSSION AND ANALYSIS FIRST QUARTER 2008

Exhibit 99.3

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

FIRST QUARTER 2008

 



 

TABLE OF CONTENTS

 

Subject

 

Page

Introduction

 

 

 

 

 

1. Creditor protection and restructuring

 

4

 

 

 

2. Financial review

 

 

 

2.1

First quarter review

 

9

 

2.2

Quarterly trends

 

10

 

2.3

Segment results

 

11

 

2.4

Impairment of assets and restructuring initiatives

 

12

 

 

 

 

 

3. Liquidity and capital resources

 

 

 

3.1

Operating activities

 

14

 

3.2

Financing activities

 

14

 

3.3

Investing activities

 

14

 

 

 

 

 

4. Financial position

 

 

 

4.1

Free cash flow

 

15

 

4.2

Financial covenants and credit ratings

 

15

 

4.3

Contractual cash obligations

 

16

 

 

 

 

 

5. Off-balance sheet arrangements and other disclosures 

 

 

 

5.1

Off-balance sheet arrangements

 

16

 

5.2

Derivative financial instruments

 

16

 

5.3

Related party transactions

 

17

 

5.4

Outstanding share data

 

17

 

 

 

 

 

6. Controls and procedures

 

17

 

 

 

 

 

7. Critical accounting estimates and changes in accounting standards and adoption of new accounting policies

 

 

 

7.1

Critical accounting estimates

 

18

 

7.2

Change in accounting standards and adoption of new accounting policies

 

18

 

 

 

 

 

8. Risk factors

 

19

 

 

 

 

 

9. Additional information

 

19

 

2



 

INTRODUCTION

 

The following is a discussion of the consolidated financial condition and results of operations of Quebecor World Inc. (the “Company” or “Quebecor World”) for the three-month periods ended March 31, 2008 and 2007, and it should be read together with the Company’s corresponding interim Consolidated Financial Statements and the 2007 annual Management’s Discussion and Analysis (“MD&A”). The interim Consolidated Financial Statements and this interim MD&A have been reviewed by the Company’s Audit Committee and approved by its Board of Directors. This discussion contains forward-looking information that is qualified by reference to, and should be read together with, the discussion regarding forward-looking statements that is part of this MD&A. Management determines whether or not information is “material” based on whether it believes a reasonable investor’s decision to buy, sell or hold securities in the Company would likely be influenced or changed if the information were omitted or misstated.

 

Presentation of financial information

 

Financial data have been prepared in conformity with Canadian generally accepted accounting principles (“Canadian GAAP”).

 

The Company reports on certain non-GAAP measures that are used by management to evaluate performance of business segments. These measures used in this discussion and analysis do not have any standardized meaning under Canadian GAAP. When used, these measures are defined in such terms as to allow the reconciliation to the closest Canadian GAAP measure. Numerical reconciliations are provided in Figure 5. It is unlikely that these measures could be compared to similar measures presented by other companies.

 

The Company’s reporting currency is the U.S. dollar, and its functional currency is the Canadian dollar.

 

Forward-looking statements

 

This MD&A includes “forward-looking statements” that involve risks and uncertainties. All statements other than statements of historical facts included in this MD&A, including statements regarding the prospects of the industry, and prospects, plans, financial position and business strategy of the Company, may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of dispositions, acquisitions, other business transactions, asset write-downs or other charges announced or occurring after forward-looking statements are made. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

 

For more information on the risks, uncertainties and assumptions that would cause the Company’s actual results to differ from current expectations, please also refer to the Company’s public filings available at www.sedar.com, www.sec.gov and www.quebecorworld.com. In particular, further details and descriptions of these and other factors are disclosed in the section “Risk factors” in the Company’s 2007 annual MD&A.

 

Unless mentioned otherwise, the forward-looking statements in this MD&A reflect the Company’s expectations as of May 15, 2008, the date on which this MD&A has been approved, and are subject to change after this date. The Company expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by the applicable securities laws.

 

Quebecor World Inc. is currently subject to Court protection under the Companies’ Creditors Arrangement Act (Canada), and various U.S. subsidiaries have filed petitions under Chapter 11 of the U.S. Bankruptcy Code.

 

3



 

1.              Creditor protection and restructuring

 

On January 21, 2008 (the “Filing Date”), Quebecor World Inc. (“Quebecor World” or the “Company”) obtained an order (the “Initial Order”) from the Quebec Superior Court (the “Court”) granting creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”) for itself and for 53 U.S. subsidiaries (the “U.S. Subsidiaries” and, collectively with the Company, the “Applicants”). On the same date, the U.S. Subsidiaries filed a petition under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the U.S. Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”). The proceedings under the CCAA are hereinafter referred to as the “Canadian Proceedings”, the proceedings under Chapter 11 are hereinafter referred to as the “U.S. Proceedings” and the Canadian Proceedings and the U.S. Proceedings are hereinafter collectively referred to as the “Insolvency Proceedings”. The Company’s European and Latin American subsidiaries are not subject to the Insolvency Proceedings. Pursuant to the Insolvency Proceedings, the Applicants are provided with the authority to, among other things, continue operating the Applicants’ business (subject to court approval for certain activities), file with the Court and submit to creditors a plan of compromise or arrangement under the CCAA (the “Plan”) and operate an orderly restructuring of the Applicants’ business and financial affairs, in accordance with the terms of the Initial Order. Ernst & Young Inc. (the “Monitor”) has been appointed by the Court as Monitor in the Canadian Proceedings. Pursuant to the terms of the orders made in the Insolvency Proceedings, as amended, the Monitor was appointed to monitor the business and financial affairs of the Applicants and, in connection with such role, the Initial Order imposes a number of duties and functions on the Monitor, including, but not limited to, assisting the Applicants in connection with their restructuring and reporting to the Court on the state of the business and financial affairs of the Applicants and on developments in the Insolvency Proceedings, as the Monitor considers appropriate. Reference should be made to the Initial Order for a more complete description of the duties and functions of the Monitor.

 

Chapter 11 provides for all actions and proceedings against the U.S. Subsidiaries to be stayed during the continuation of the U.S. Proceedings. The Initial Order also provides for a general stay, and, pursuant to subsequent orders of the Court rendered on February 19, 2008 and May 9, 2008, respectively this stay period was extended first to May 12, 2008 and then to July 25, 2008 in Canada. The stay period is subject to further extensions as the Court may deem appropriate. The applicable stays generally preclude parties from taking any actions against the Applicants. The purpose of the stay period and the Insolvency Proceedings is to provide the Applicants the opportunity to stabilize their operations and businesses and to develop a business plan, all with a view to proposing a final Plan. Any such Plan will be subject to approval by affected creditors, as well as court approval.

 

The Company became in default under its revolving bank facility, its equipment financing credit facility and its North American securitization program on January 16, 2008. On January 24, 2008 pursuant to the Insolvency entered into by the Company, an amount of $413.0 million was paid in order to terminate the North American securitization program.

 

The Insolvency Proceedings also triggered defaults under substantially all other debt obligations of the Applicants. Generally, the Insolvency Proceedings have stayed actions against the Applicants, including actions to collect pre-filing indebtedness or to exercise control over any of the Applicants’ property. As a result of the stay, the Applicants have ceased making payments of interest and principal on substantially all of their debt obligations. The orders granted in the Insolvency Proceedings have provided the Applicants with the authority, among other things: (a) to pay outstanding and future employee wages, salaries and benefits; (b) to make rent payments under existing arrangements payable after the Filing Date; and (c) to honour obligations to customers.

 

The Applicants are in the process of developing comprehensive business and financial plans, which will serve as a basis for discussions with stakeholders, with the advice and guidance of their financial advisors and the Monitor. The Applicants expect that the preparation of the business plan will be completed in the second quarter of 2008. It is anticipated that the business plan will reflect the Applicants’ expectations of future operating performance. Once the business plan has been completed, a Plan will be developed and, subject to receipt of necessary approvals from affected creditors, the Court and the U.S. Bankruptcy Court, the Applicants will implement one or more Plans. There can be no assurance, however, that the Applicants will be able to implement a Plan.

 

The Company has indicated that it intends to apply to the Court and the U.S. Bankruptcy Court to extend the stay period beyond July 25, 2008 in order to obtain further time to consult with stakeholders and develop a Plan. Should the stay period and any subsequent extensions, if granted, not be sufficient to develop and present a Plan, or should the Plan not be accepted by affected creditors and, in any such case, the Applicants lose the protection of the stay of proceedings, substantially all debt obligations of the Applicants will then become due and payable immediately, creating an immediate liquidity crisis which would in all likelihood lead to the liquidation of the Applicants’ assets. Failure to implement a Plan and obtain sufficient exit financing within the time granted by the Court and the U.S. Bankruptcy Court will also result in substantially all of the Applicants’ debt obligations becoming due and payable immediately, which would in all likelihood lead to the liquidation of the Applicants’ assets.

 

As detailed in Note 10, the Company’s UK subsidiary was placed into administration on January 28, 2008.

 

4



 

Contributing factors

 

Quebecor World’s financial performance has suffered in the past few years, especially with respect to its European operations, which were funded, in part, with cash flows generated by the North American operations, as a result of a combination of factors, including declining prices and sales volume, and temporary disturbances and inefficiencies caused by a major retooling and restructuring of its printing operations initiated in 2004. The combination of significant capital investments and continued operating losses, principally as a result of its European operations, resulted in increased financing needs. During the last quarter of 2007, it was also necessary for the Company to repurchase certain senior notes in order to avoid breaching certain financial ratios, while also facing reduction in amounts available under its revolving bank facility.

 

More recent events further hindered the Company’s efforts to improve its balance sheet and financial position. First, on November 20, 2007, Quebecor World announced the withdrawal of a refinancing plan previously announced on November 13, 2007 due to adverse financial market conditions. Second, on December 13, 2007, Quebecor World announced that it would not be able to consummate a previously announced transaction to sell/merge its European operations, which otherwise would have resulted in proceeds being paid to Quebecor World.

 

On December 17, 2007, the Board of Directors of QWI appointed Jacques Mallette as President and Chief Executive Officer in order to execute the business plan of the Company.

 

On December 31, 2007, the Company obtained a waiver from its bank syndicate lenders and from the sponsors of its North American securitization program, subject to the satisfaction of certain conditions and refinancing milestones, including obtaining $125 million in new financing by January 15, 2008. On January 16, 2008, the Company failed to satisfy the conditions and refinancing milestones set by the bank syndicate lenders, which resulted in the Company and certain of its subsidiaries being in default of its obligations under its revolving bank facility, its Equipment financing credit facility and its North American securitization program.

 

As a result of the unsuccessful efforts of the Company to obtain new financing, the inability to conclude the proposed sale of its European operations and the operational demands of the Company, by mid-January 2008, the Company was experiencing a severe lack of liquidity and concluded it no longer had the ability to meet obligations which were falling due.

 

On April 29, 2008, the Company announced the appointment of Randy Benson as Chief Restructuring Officer reporting to the Restructuring Committee of the Board of Directors. His mandate is principally to develop a restructuring plan with a view of quickly emerging from creditor protection as a strong company in our industry.

 

Basis of presentation and going concern issues

 

These financial statements have been prepared using the same Canadian generally accepted accounting principles as applied by the Company prior to the Insolvency Proceedings. While the Applicants have filed for and been granted creditor protection, these financial statements continue to be prepared using the going concern concept, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Insolvency Proceedings provide the Company with a period of time to stabilize its operations and financial condition and develop a Plan. During the period, Debtor-In-Possession (“DIP”) financing has been approved by the Court and the U.S. Bankruptcy Court and is available, subject to borrowing conditions, as described below. Management believes that these actions make the going concern basis appropriate. However, it is not possible to predict the outcome of these proceedings and, as such, realization of assets and discharge of liabilities is subject to significant uncertainty. Accordingly, substantial doubt exists as to whether the Company will be able to continue as a going concern. Further, it is not possible to predict whether the actions taken in any restructuring will result in improvements to the financial condition of the Company sufficient to allow it to continue as a going concern. If the going concern basis is not appropriate, adjustments will be necessary to the carrying amounts and/or classification of assets and liabilities, and to the expenses in these financial statements.

 

The accompanying financial statements do not purport to reflect or provide for the consequences of the Insolvency Proceedings. In particular, such financial statements do not purport to show: (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to pre-petition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to shareholders accounts, the effect of any changes that may be made in the capitalization of the Company; or (d) as to operations, the effect of any changes that may be made in its business.

 

5



 

While the Company is under creditor protection, it will make adjustments to the financial statements to isolate assets, liabilities, revenues, and expenses related to the reorganization and restructuring activities so as to distinguish these events and transactions from those associated with the ongoing operation of the business. Further, allowed claims arising under the Insolvency Proceedings may be recorded as liabilities and presented separately on the consolidated balance sheets. If a restructuring occurs and there is substantial realignment of the equity and non-equity interests in the Company, the Company will be required, under Canadian Generally Accepted Accounting Principles (“GAAP”), to adopt “fresh start” reporting. Under fresh start reporting, the Company would undertake a comprehensive revaluation of its assets and liabilities based on the reorganization value as established and confirmed in the Plan. The financial statements do not present any adjustments that may be required during the period that the Company remains under creditor protection, or that may be required under fresh start reporting.

 

In accordance with Canadian GAAP appropriate for a going concern, property, plant, and equipment is carried at cost less accumulated amortization and any impairment losses and they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Goodwill is carried at cost less any impairment losses. Goodwill is tested for impairment annually and between annual tests when an event or circumstance occurs that more likely than not reduces the fair value of a reporting unit below its carrying amount. The series of events that led the Company to the Insolvency Proceedings triggered impairment tests as of December 31, 2007 and March 31, 2008 for its property, plant, and equipment, and goodwill. The Company made assumptions, such as expected growth, maintaining customer base and achieving costs reductions, about the future cash flows expected from the use of its assets. There can be no assurance that expected future cash flows will be realized or will be sufficient to recover the carrying amount of long lived assets or goodwill.

 

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Insolvency Proceedings materially affect the degree of uncertainty associated with the measurement of many amounts in the financial statements. More specifically, it could impact the recoverability tests and fair value assumptions used in the impairment test of property, plant and equipment and goodwill, the valuation of future income tax assets and of contract acquisition costs.

 

In light of the Insolvency Proceedings, it is unlikely that the Company’s existing Multiple Voting Shares, Redeemable First Preferred Shares and Subordinate Voting Shares will have any material value following the approval of a Plan. There is a risk such shares could be cancelled.

 

DIP financing

 

On January 21, 2008, the Court approved a Senior Secured Superpriority DIP Credit Agreement (as subsequently amended by amendments dated January 25, 2008, February 11, 2008 and March 27, 2008, the “DIP Credit Agreement”) between the Company and Quebecor World (USA) Inc., both a debtor-in-possession under the U.S. Proceedings and a petitioner under the Canadian Proceedings, as Borrowers, Credit Suisse, as Administrative Agent, Initial Issuing Bank and Initial Swing Line Lender, General Electric Capital Corporation and GE Canada Finance Holding Company, as Collateral Agent, Morgan Stanley Senior Funding Inc., and Wells Fargo Foothill Inc., as Co-Syndication Agents.

 

The DIP financing is comprised of both a revolving credit facility with sub-facilities for Canadian dollar borrowings, swing line loans and issuance of letters of credit for an aggregate maximum commitment of the lenders of $400 million (the “Revolving DIP Facility”) bearing interest at variable rates based on Base rate or Eurodollar or Banker’s Acceptance or Canadian prime rate, plus applicable margin and a $600 million term loan (“DIP Term Loan”), bearing interest at variable rates based on Base rate, Eurodollar, plus applicable margin, which was fully drawn following the Initial Order and the interim order of the U.S. Bankruptcy Court, dated January 23, 2008 (the “Interim DIP Order”). Amounts borrowed under the DIP Term Loan and repaid or prepaid may not be borrowed again. Under the Revolving DIP Facility, the availability of funds is determined by a formula based on a percentage of eligible assets available as security. The unused portion of the DIP Credit Agreement is subject to a commitment fee of 0.50% per annum. From the date of the Interim DIP Order up to the date of the final order of the U.S. Bankruptcy Court dated April 1, 2008 (the “Final DIP Order”), the maximum availability under the Revolving DIP Facility was $150 million. By the entry of the Final DIP Order by the U.S. Bankruptcy Court, the maximum availability under the Revolving DIP Facility became $400 million. As at March 31, 2008 and May 12, 2008, the Company had drawn $600 million and $619.6 million, respectively, on the DIP facilities.

 

The DIP Credit Agreement contains certain restrictive financial and operating covenants which were met as of March 31, 2008.

 

The DIP Revolving Facility and DIP Term loan are secured by a perfected lien on, and security interest in, all present and after-acquired property of Quebecor World Inc. and the U.S. subsidiaries subject to the U.S. Proceedings. The liens are junior to the liens securing the Company’s syndicated revolving bank facility with Royal Bank of Canada as administrative agent and its equipment financing credit facility with Société Générale (Canada) as lender up to an aggregate amount of $170 million, which was granted prior to the Filing Date to the extent such liens are valid, perfected and not voidable. The DIP Revolving Facility and DIP Term loan are also guaranteed by substantially all of the Company’s direct and indirect subsidiaries.

 

6



 

The DIP Revolving Facility and DIP Term loan mature on the earliest to occur of (a) July 21, 2009 and (b) the substantial consummation of a Plan. The DIP Credit Agreement may be prepaid or accelerated upon the occurrence of an event of default and contains mandatory prepayments including, among other things, the net proceeds of certain asset sales, issuance of debt securities and certain extraordinary receipts.

 

Should the Court refuse to grant further extensions of the stay period, this would constitute an event of default under the DIP Credit Agreement and the debt could become due and payable immediately, which would, in all likelihood, lead to the liquidation of all the Applicants’ assets.

 

The Company’s DIP Revolving Facility and DIP Term loan provide for various restrictions on, among other things, the Company’s ability to incur additional debt, secure such debt, make investments, dispose of its assets (including pursuant to sale and leaseback transactions and sales of receivables under securitization programs) and make capital expenditures. Each of these transactions would require the consent of the Company’s DIP lenders if they exceed certain thresholds set forth in the DIP Facility, and may, in certain cases, require the consent of the Monitor and/or the Courts.

 

The Court limits the amounts of funding available for the European and Latin America subsidiaries. The maximum amounts are EUR25 million and $10 million, respectively, in addition to a $5 million amount for non-debtor North American or Latin American subsidiaries. As of May 12, 2008, an amount of EUR13 million was funded for the European subsidiaries and $6 million was used to fund Latin American operations.

 

Accounting policies applicable to an entity under Creditor Protection

 

As a result of the Insolvency Proceedings, the Company will follow accounting policies, including disclosure items, applicable to entities that are under creditor protection. In addition to Canadian GAAP, the Company is applying the guidance in the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7). While SOP 90-7 refers specifically to Chapter 11 in the United States, its guidance, in management’s view, is also applicable to an entity restructuring under CCAA where it does not conflict with Canadian GAAP.

 

Consistent with Canadian GAAP, SOP 90-7 does not change the manner in which financial statements are prepared. However, SOP 90-7 does require that the financial statements for periods subsequent to the filing distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business will be reported separately as reorganization items (see Note 4). Cash flows related to reorganization items have been disclosed separately.

 

While payments may not be made on liabilities subject to compromise, including long-term debt, interest on debt obligations will continue to be recognized. Interest is not a reorganization item. The consolidated balance sheet distinguishes pre-filing liabilities subject to compromise on any debt from both those pre-filing liabilities that are not subject to compromise and from post-filing liabilities (see Note 5). Liabilities that may be affected by the Plan may be settled for lesser amounts and the resulting adjustments may be material, no claims procedure has yet been established.

 

Consolidated financial statements that include one or more entities in reorganization proceedings and one or more entities not in reorganization proceedings are required to include disclosure of entities in reorganization proceedings, including disclosure of Condensed Combined Financial Information of the entities in the reorganization proceedings, including disclosure of the amount of inter-company receivables and payables therein (see Note 6).

 

SOP 90-7 has been applied effective January 21, 2008, and for subsequent reporting periods while the Company continues to operate under creditor protection.

 

The resulting changes in reporting are described in Note 4 Reorganization Items, Note 5 Liabilities Subject to Compromise and Note 6 Condensed Combined Financial Information.

 

7



 

2.              Financial review

 

The Company assesses performance based on, among other measures, operating income and Adjusted EBIT (Figure 5). The following financial review focuses only on continuing operations.

 

Revenue by Print Service - Worldwide ($ millions)

Three months ended March 31 (Continuing Operations)

 

 

 

 

Figure 1

 

8



 

2.1            First quarter review

 

The Company’s consolidated revenues for the first quarter of 2008 were $1.26 billion, a 9.2% decrease when compared to $1.39 billion for the same period in 2007. Excluding the impact of currency translation (Figure 2), revenues were $1.20 billion for the quarter, down 13.6% compared to the same period in 2007. The decrease in revenues resulted from plant closures, the impact of the Insolvency Proceedings, decreased volumes and continued price pressures as further discussed in the “Segment results” section. In the first quarter of 2008, Adjusted EBIT decreased to $(34.8) million compared to $11.2 million for the same period in 2007. Adjusted EBIT margin was (2.8)% for the first quarter, compared to 0.8% for the same period in 2007. These results were impacted by the loss on abandonment of business and disposals of $32.0 million related to the UK subsidiary placed into administration.

 

Impact of Foreign Currency

($ millions)

 

 

 

Three months ended

 

 

 

March 31, 2008

 

 

 

 

 

Foreign currency favorable impact on revenues

 

$

61.2

 

 

 

 

 

Foreign currency unfavorable impact on operating income

 

$

(8.4

)

 

 

 

 

 

 

Figure 2

 

 

Paper sales, excluding the effect of currency translation, decreased by 17.7% for the first quarter of 2008, compared to the same period in 2007. Although the variance in paper sales has an impact on revenues, it has little impact on operating income because the cost is generally passed on to the customer. Most of the Company’s long-term contracts with its customers include price-adjustment clauses based on the cost of materials in order to minimize the effects of fluctuation in the price of paper.

 

Cost of sales for the first quarter of 2008 decreased by 8.1% to $1.08 billion compared to $1.18 billion for the corresponding period in 2007. The decrease compared to the first quarter of 2007 is explained mostly by decreases in sales volume and labor costs. Gross profit margin was 14.5% in the first quarter of 2008 compared to 15.6% in 2007. Excluding the negative impact of currency, gross profit margin increased to 14.8% in the first quarter of 2008.

 

Selling, general and administrative expenses for the first quarter of 2008 were $114.0 million compared with $113.4 million for the same period in 2007. Excluding the unfavorable impact of currency translation of $6.7 million, selling, general and administrative expenses decreased by 5.4% compared to the same period last year.

 

Securitization fees were nil for the first quarter of 2008, compared to $5.9 million for the first quarter of 2007. The variation is explained by the termination of the North American program as of January 23, 2008 as well as the termination of the European program in December 2007, which was then replaced by the European factoring program included on the Company’s balance sheet.

 

Depreciation and amortization expenses were $71.7 million in the first quarter of 2008, compared with $75.2 million for the same period in 2007.

 

Loss on abandonment of business and disposals for the first quarter of 2008 was $32.0 million and related to the abandonment of its UK subsidiary placed into administration. The loss of $11.0 million in 2007 was attributable to the disposal of the Lille, France facility.

 

During the first quarter of 2008, the Company recorded impairment of assets, restructuring and other charges (“IAROC”) of $39.4 million, compared to $29.5 million for the same period in 2007. The charge for the quarter was mainly related to the closure and consolidation of facilities in North America as well as the impairment of long-lived assets in North America and Europe. These measures are described in the “Impairment of assets and restructuring initiatives” section.

 

Financial expenses were $82.0 million in the first quarter of 2008, compared to $33.9 million for the same period in 2007. The increase is mainly due to the amortization of financing costs of $53.9 million and by the effect of higher interest rates on the DIP facility and a higher level of debt, partially offset by net gains on foreign exchange.

 

The Company recorded Reorganization items which represent post-filing expenses, gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the Applicants. The

 

9



 

total expense for the first quarter of 2008 is $14.2 million. The cash flow usage amounts to $3.9 million and relates primarily to professional fees.

 

Income tax expense was $17.2 million in the first quarter of 2008, compared to a recovery $14.1 million for the same period in 2007. Income tax expense before IAROC was $15.8 million in the first quarter of 2008, compared to a recovery of $7.7 million for the same period last year.

 

For the first quarter ended March 31, 2008, the Company reported a loss per share of $1.29 compared to a loss per share of $0.34 for the same period in 2007. These results incorporated IAROC, net of income taxes, of $38.0 million or $0.26 per share compared with $23.1 million or $0.17 per share for the same period in 2007. Adjusted loss per share was $1.03 in the first quarter of 2008 compared to $0.17 in the same period of 2007.

 

2.2            Quarterly trends

 

Selected Quarterly Financial Data (Continuing Operations)

($ millions, except per share data)

 

 

 

2008

 

2007

 

2006

 

 

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Consolidated Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,264.6

 

$

1,520.1

 

$

1,414.6

 

$

1,360.1

 

$

1,393.4

 

$

1,620.4

 

$

1,546.2

 

$

1,452.2

 

Adjusted EBITDA

 

41.4

 

130.3

 

125.6

 

114.0

 

92.0

 

170.2

 

150.6

 

130.6

 

Adjusted EBIT

 

(34.8

)

1.8

 

43.2

 

33.9

 

11.2

 

74.2

 

67.3

 

50.4

 

IAROC

 

39.4

 

105.4

 

132.7

 

36.0

 

29.5

 

46.2

 

11.6

 

31.4

 

Goodwill impairment charge

 

 

1,832.9

 

166.0

 

 

 

 

 

 

Operating income (loss)

 

(74.2

)

(1,936.5

)

(255.5

)

(2.1

)

(18.3

)

28.0

 

55.7

 

19.0

 

Operating margin

 

(5.9

)%

(127.4

)%

(18.1

)%

(0.2

)%

(1.3

)%

1.7

%

3.6

%

1.3

%

Adjusted EBIT margin

 

(2.8

)%

0.1

%

3.1

%

2.5

%

0.8

%

4.6

%

4.3

%

3.5

%

Net income (loss) from continuing operations

 

(190.0

)

(1,826.1

)

(315.1

)

(21.1

)

(38.1

)

11.6

 

19.2

 

(6.5

)

Net income (loss)

 

(190.0

)

(1,826.1

)

(315.1

)

(21.1

)

(38.1

)

11.4

 

18.9

 

(7.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(1.29

)

$

(13.87

)

$

(2.42

)

$

(0.20

)

$

(0.34

)

$

0.03

 

$

0.09

 

$

(0.11

)

Adjusted diluted

 

$

(1.03

)

$

(0.06

)

$

(0.36

)

$

 

$

(0.17

)

$

0.28

 

$

0.17

 

$

0.10

 

 

Figure 3

IAROC: Impairment of assets, restructuring and other charges

Adjusted: Defined as before IAROC and before goodwill impairment charge

 

Adjusted EBITDA trend

 

Adjusted EBITDA for the first quarter of 2008 was lower than last year due to volume declines, price pressures, and the loss on abandonment of business and disposals of $32.0 million related to the UK subsidiary placed into administration in January 2008. These more than offset the year-over-year improvements, achieved in the first quarter of 2008, resulting from the retooling initiatives and restructuring process.

 

Overall performance for the previous eight quarters was also affected by operational inefficiencies mainly in plants involved in the installation of new equipment or press shutdowns as well as plant closures. In the first quarter of 2008, the Company continued to face difficult market conditions, resulting in price erosion worldwide and decreased volume in certain of the Company’s markets. The retooling benefits, as well as strategic options to create growth in some of the Company’s segments are intended to help reverse this negative trend.

 

Seasonal impact

 

Revenues generated by the Company are seasonal with a greater part of volume being realized in the second half of the fiscal year, primarily due to the higher number of magazine pages, new product launches, back-to-school ads, marketing by retailers, increased catalog activity, and holiday promotions. Therefore, an analysis of the consecutive quarters is not a true measurement of the revenue trend (Figure 3).

 

10



 

IAROC impact

 

Significant IAROC have resulted from the Company’s focus on cost reduction and retooling activities undertaken during the previous years that involved a reduction in workforce, closure or downsizing of facilities, decommissioning of under-performing assets, lowering of overhead expenses, consolidating corporate functions and relocating sales and administrative offices into plants. This determined focus on cost containment has reduced the Company’s long-term cost structure and is expected to improve efficiency across the platform. As at March 31, 2008, the Company recorded IAROC of $39.4 million relating to its North American, European and Latin American platforms. Of that amount, $18.8 million was related to an impairment charge of long-lived assets for North American and European facilities, $20.6 million related to restructuring charges incurred in 2008 for the closure of North American facilities and the continuation of prior year initiatives.

 

Goodwill impairment charge impact

 

Throughout 2006, the European reporting unit continued to be severely impacted by poor market conditions, namely continued price erosion and decreased volumes, as well as several production inefficiencies. Quebecor World completed its annual goodwill impairment test in the third quarter of 2007, taking into account financial information such as the proposed sale/merger of its European operations. Consequently, management determined that the entire carrying amount of goodwill for the European reporting unit was not recoverable and a pre-tax impairment charge of $166.0 million was taken at the end of the third quarter of 2007. In the fourth quarter of 2007, the unsuccessful efforts of the Company to obtain new financing and its inability to conclude the previously announced sale/merger of its European operations combined with a decline in its stock price triggered a requirement for a goodwill impairment test related to the Company’s reporting units. As a result, the Company recorded a total impairment charge of $1,832.9 million related to its North American and Latin American reporting units.

 

General market conditions impact

 

The Company’s performance for the last eight quarters was primarily affected by the difficult market environment, which more than offset some of the benefits from Quebecor World’s restructuring process and the decreased costs from other initiatives mentioned above. Competition in the industry remains intense as the industry is still in the process of consolidation, evidenced by several recent mergers. The publishing market is largely constant in volumes, while the primary demand for printed marketing materials is stable with low growth. The Company is focusing on adding customer value and improving productivity through continuous improvement projects and the recent deployment of next generation technology, in order to create an operating network capable of being highly competitive in this market.

 

2.3       Segment results

 

The following is a review of activities by segment which, except as otherwise indicated, focuses only on continuing operations.

 

Segment Results of Continuing Operations ($ millions)

Selected Performance Indicators

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inter-Segment

 

 

 

 

 

Three months ended

 

North America

 

Europe

 

Latin America

 

and Others

 

Total

 

March 31,

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

946.0

 

$

1,077.2

 

$

250.1

 

$

253.3

 

$

68.5

 

$

63.9

 

$

-

 

$

(1.0

)

$

1,264.6

 

$

1,393.4

 

Adjusted EBITDA

 

76.4

 

100.7

 

(32.2

)

(12.2

)

5.0

 

5.5

 

(7.8

)

(2.0

)

41.4

 

92.0

 

Adjusted EBIT

 

14.8

 

37.3

 

(43.4

)

(26.5

)

1.7

 

2.5

 

(7.9

)

(2.1

)

(34.8

)

11.2

 

IAROC

 

36.5

 

17.8

 

2.8

 

11.7

 

0.1

 

 

 

 

39.4

 

29.5

 

Operating income (loss)

 

(21.7

)

19.5

 

(46.2

)

(38.2

)

1.6

 

2.5

 

(7.9

)

(2.1

)

(74.2

)

(18.3

)

Adjusted EBITDA margin

 

8.1

%

9.3

%

(12.9

)%

(4.8

)%

7.3

%

8.6

%

 

 

 

 

3.3

%

6.6

%

Adjusted EBIT margin

 

1.6

%

3.5

%

(17.4

)%

(10.4

)%

2.4

%

4.0

%

 

 

 

 

(2.8

)%

0.8

%

Operating margin

 

(2.3

)%

1.8

%

(18.5

)%

(15.0

)%

2.2

%

4.0

%

 

 

 

 

(5.9

)%

(1.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

17.9

 

$

46.1

 

$

4.3

 

$

29.6

 

$

0.6

 

$

0.9

 

$

 

$

0.5

 

$

22.8

 

$

77.1

 

Change in non-cash balances related to operations, cash flow (outflow)

 

$

(209.7

)

$

32.3

 

$

61.6

 

$

(28.5

)

$

(16.6

)

$

(2.3

)

$

238.2

 

$

39.5

 

$

73.5

 

$

41.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Figure 4

 

IAROC: Impairment of assets, restructuring and other charges

Adjusted: Defined as before IAROC and before goodwill impairment charge

 

North America

 

The North American segment is comprised of the following business groups: Magazine, Retail, Catalog, Book & Directory, Direct, Canada, Logistics, Premedia and other value added services. North American revenues for the first quarter of 2008 were $946.0 million, down 12.2% from $1,077.2 million for the same period in 2007. Excluding the effect of currency translation and the unfavorable impact of paper sales, revenues decreased by 8.5% in the first quarter compared to the same period last year. Revenues in the North American segment continued to be impacted

 

11



 

by negative price pressures and volume declines. Volume in North America decreased during the first quarter of 2008 partly due to the restructuring initiatives in the Magazine and Canada groups, as well as the general state of the economy and the impact of the Insolvency Proceedings. Furthermore, volumes in the Book group and the Catalog group have each been affected by the loss of an important customer. Finally, the Canada group continued to be impacted by the strength of the Canadian dollar resulting in lower denominated U.S. sales.

 

Operating income and margin in North America decreased in the first quarter of 2008 compared to the same period in 2007. Operating income in North America was impacted by the competitive market conditions. The decrease was partly offset by cost reduction initiatives and efficiencies realized through productivity gains in the Magazine and the Catalog groups.

 

Year-over-year, the North American workforce was reduced by 1,047 employees, or approximately 4.9%, mainly explained by the downsizing of operations of Magog facility in Quebec prior to its closure, which was completed in the first quarter of 2008.

 

Europe

 

The European segment operates mainly in the Magazine, Retail, Catalog and Book markets. European revenues for the first quarter of 2008 were $250.1 million, down 1.3% from $253.3 million for the same period in 2007. Excluding the impact of currency translation and paper sales, revenues were down 10.7% for the first quarter of 2008 compared to the same period last year. Overall, volume decreased in the first quarter of 2008, mostly due to France and the abandonment of the Company’s business in the UK. This shortfall was however partly offset by a more than 20% increase in volume in Belgium, which resulted in part by shift of volume from France.

 

The operating income and margin for the European segment decreased in the first quarter of 2008 compared to the same period in 2007, following the loss of $32.0 million on the abandonment of the Company’s UK subsidiary. Otherwise, operating income would have remained constant, excluding the loss of $11.0 million on the disposal of Lille, France facility recorded in the first quarter of 2007.

 

Year-over-year, the European workforce was reduced by approximately 9.0%, or 333 employees.

 

Latin America

 

Latin America operates mainly in the Book, Directory, Magazine, Catalog and Retail markets. Latin America’s revenues for the first quarter of 2008 were $68.5 million, up 7.2% from $63.9 million for the same period in 2007. Excluding the impact of foreign currency and paper sales, revenues for the first quarter of 2008 were down 1.1% compared to last year. Overall, operating income and margin for the Latin American segment were slightly lower than those seen in the same period last year.

 

2.4            Impairment of assets and restructuring initiatives

 

Quebecor World has undertaken various restructuring initiatives in order to ensure facilities are producing optimal pressroom efficiencies and higher returns. Restructuring costs relate largely to plant closures and workforce reductions related to current and prior years’ initiatives. A description of these initiatives is provided in the Notes to the Consolidated Financial Statements for the three-month periods ended March 31, 2008 and 2007.

 

The restructuring initiatives in the first quarter of 2008 affected 1,061 employees in total, of which 158 positions had been eliminated as of March 31, 2008 and 903 are expected to be eliminated. However, the Company estimates that 329 new jobs may be created in other facilities. The execution of prior years’ initiatives resulted in the elimination of 233 jobs for the three-month period ended March 31, 2008 and 128 are still to come.

 

As at March 31, 2008, the balance of the restructuring reserve was $31.6 million. The total cash disbursement related to this reserve is expected to be $30.0 million for the remainder of 2008. Finally, the Company expects to record a charge of $15.1 million in upcoming quarters for the restructuring initiatives that have already been announced at March 31, 2008.

 

12



 

Reconciliation of non-GAAP measures

($ millions, except per share data)

 

 

 

Three months ended March 31,

 

 

 

2008

 

2007

 

Operating income from continuing operations- adjusted

 

 

 

 

 

Operating loss (“EBIT”)

 

$

(74.2

)

$

(18.3

)

Impairment of assets, restructuring and other charges ("IAROC")

 

39.4

 

29.5

 

Adjusted EBIT

 

$

(34.8

)

$

11.2

 

Operating loss (“EBIT”)

 

$

(74.2

)

$

(18.3

)

Depreciation of property, plant and equipment(1)

 

71.7

 

75.2

 

Amortization of other assets (1)

 

4.5

 

5.6

 

Operating income (loss) before depreciation and amortization (“EBITDA”)

 

$

2.0

 

$

62.5

 

IAROC

 

39.4

 

29.5

 

Adjusted EBITDA

 

$

41.4

 

$

92.0

 

 

 

 

 

 

 

Loss per share from continuing operations

 

 

 

 

 

Loss from continuing operations

 

$

(190.0

)

$

(38.1

)

IAROC (2)

 

38.0

 

23.1

 

Adjusted loss from continuing operations

 

$

(152.0

)

$

(15.0

)

Net income allocated to holders of preferred shares

 

 

7.2

 

Adjusted loss from continuing operations available to holders of equity shares

 

(152.0

)

(22.2

)

Diluted average number of equity shares outstanding (in millions)

 

147.5

 

131.8

 

Loss per share from continuing operations

 

 

 

 

 

Diluted

 

$

(1.29

)

$

(0.34

)

Adjusted diluted

 

$

(1.03

)

$

(0.17

)

 

 

 

 

 

 

Free Cash Flow

 

 

 

 

 

Cash provided by operating activities

 

$

85.6

 

$

73.4

 

Dividends on preferred shares

 

 

(7.1

)

Additions to property, plant and equipment

 

(22.8

)

(77.1

)

Net proceeds from disposal of assets

 

1.1

 

36.6

 

Free cash flow

 

$

63.9

 

$

25.8

 

 

 

 

 

 

 

 

 

 

 

Figure 5

 


Adjusted: Defined as before IAROC and goodwill impairment charge

(1) As reported in the Consolidated Statements of Cash Flows

(2) Net of income taxes of $1.4 million for the first quarter of 2008 ($6.4 million for the first quarter of 2007)

 

13



 

3.              Liquidity and capital resources

 

3.1            Operating activities

 

 

 

Three months ended March 31

 

Cash provided by operating activities ($ millions)

 

2008

 

2007

 

 

 

$

85.6

 

$

73.4

 

 

Cash flow from operating activities increased in the first quarter of 2008 due to lower level of trade receivables compared to the same period last year.

 

The working capital deficiency was $2,590.9 million as at March 31, 2008, compared to $1,069.4 million as at December 31, 2007. The change is due mainly to the increase in liabilities subject to compromise offset by a decrease in the short-term portion of the long-debt and by the repayment of $413.0 million of the North American secured financing during the first quarter of 2008.

 

3.2            Financing activities

 

 

 

Three months ended March 31

 

Cash provided financing activities ($ millions)

 

2008

 

2007

 

 

 

$

176.1

 

$

 

 

In the first quarter of 2008, the Company received the DIP proceeds of $556.5 million, net of issuance costs, and repaid its North American securitization program for $413.0 million, which was terminated as a result of the Insolvency Proceedings. In the first quarter of 2007, Quebecor World paid dividends on preferred shares totalling $7.1 million.

 

3.3            Investing activities

 

 

 

Three months ended March 31

 

Cash used in investing activities ($ millions)

 

2008

 

2007

 

 

 

$

63.8

 

$

46.5

 

 

Additions to property, plant and equipment

 

In the first quarter of 2008, the Company invested $22.8 million in capital projects, compared to $77.1 million during the same period in 2007. Of that amount, approximately 60% was for organic growth, including expenditures for new capacity requirements and productivity improvement. The remaining portion was spent on the maintenance of the Company’s existing structure. In the first quarter of 2007, the organic growth spending amounted to 80%.

 

Restricted Cash

 

During the first quarter of 2008, the Company set up a cash collateral account in the amount of $22.5 million in order to use secured pre-petition QW Memphis Corp. inventories. In addition, the Company provided CA $20 million in cash collateral to a major Canadian financial institution in order to maintain Canadian cash management services.

 

Proceeds from disposal of assets

 

During the first quarter of 2008, proceeds on disposal of assets amounted to $1.1 million compared to $36.6 million in 2007. These proceeds came from the disposal of machinery and equipment in the North American platform.

 

14



 

4.              Financial position

 

4.1            Free cash flow

 

 

 

Three months ended March 31

 

Free cash flow ($ millions)

 

2008

 

2007

 

 

 

$

63.9

 

$

25.8

 

 

The Company reports free cash flow because it is a measure used by management to evaluate its liquidity (Figure 5). Free cash flow is not a calculation based on or derived from Canadian or U.S. GAAP and should not be considered as an alternative to the Consolidated Statement of Cash Flows. Free cash flow is a measure that can be used to gauge the Company’s performance over time. Investors should be cautioned that free cash flow as reported by Quebecor World may not be comparable in all instances to free cash flow as reported by other companies.

 

The increase in free cash flow was due mainly to a decrease in capital expenditures and dividends paid on preferred shares, partly offset by a decrease in proceeds from disposals of assets.

 

4.2            Financial covenants and credit ratings

 

Financial covenants

 

On January 16, 2008, since the Company had not obtained the $125.0 million of new financing, as had been required under the terms of the revolving bank facility and North American securitization program waivers, the Company became in default under its revolving bank facility, its Equipment financing facility and its North American securitization program. Upon filing for creditor protection in the Insolvency Proceedings on January 21, 2008, the Company became in default under substantially all of its other debt agreements and instruments.

 

The Company is subject to certain financial covenants in the DIP facility. The Company was in compliance with all significant debt covenants as at March 31, 2008.

 

Credit ratings

 

Unsecured debt

 

As at May 12, 2008, the following credit ratings had been attributed to the senior unsecured debt of the Company:

 

Rating Agency

 

Rating

 

S&P

 

D

 

Dominion Bond Rating Service Limited

 

D

 

 

On November 20, 2007, Standard and Poor’s (“S&P”) lowered the Company’s credit rating from B to B-. On December 13, 2007, Dominion Bond Rating Service Limited (“DBRS”) lowered the Company’s credit rating from B to CCC. On December 18, 2007, S&P lowered the rating from B- to CCC and, on the following day, Moody’s Investors Service (“Moody’s”) lowered its rating from B3 to Caa2. On January 16, 2008, S&P and DBRS lowered their credit ratings, respectively, from CCC to D and from CCC to C. On January 21, 2008, the Company commenced the Insolvency Proceedings in Canada and in the US. On the same day, DBRS lowered its rating from C to D and the following day, Moody’s reduced its rating from Caa2 to Ca. Moody’s withdrew its rating of the Company’s unsecured debt securities on February 6, 2008.

 

Secured debt

 

Following the commencement of the Insolvency Proceedings, the Company’s senior secured superpriority DIP credit agreement has been rated. Accordingly, on February 11, 2008, Moody’s attributed an initial rating of Ba3 for the term loan portion of the DIP Facility and Ba2 for the revolving portion of the DIP Facility. S&P, on February 13, 2008 rated both the term loan and revolving portions of the DIP Facility BBB.

 

 

 

Rating

 

Rating

 

Rating Agency

 

Term Loan

 

Revolver

 

Moody’s

 

Ba3

 

Ba2

 

S&P

 

BBB

 

BBB

 

 

15



 

4.3      Contractual cash obligations

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due or the risk that these financial obligations be met at excessive cost. The Company has been under creditor protection since January 21, 2008 (Note 1).

 

As of March 31, 2008, material contractual obligations related to financial instruments included capital repayment and interest on long-term debt and obligations related to the DIP financing, as described in Note 1, which is collateralized by substantially all of the Company’s assets. Since the Insolvency Proceedings described in Note 1, the Company has ceased to make payments of its interest and principal. These obligations and their maturities, notwithstanding the filings for creditor protection, were as follows:

 

Contractual Cash Obligations

($ millions)

 

 

 

Remainder of

 

 

 

 

 

 

 

 

 

2013 and

 

 

 

 

 

2008

 

2009

 

2010

 

2011

 

2012

 

thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

1,674.7

 

$

2.6

 

$

2.8

 

$

3.0

 

$

3.2

 

$

1,266.3

 

$

2,952.6

 

Capital leases

 

60.7

 

7.6

 

8.0

 

9.6

 

9.0

 

17.2

 

112.1

 

Interest payments on long-term debt, and capital leases(1)

 

145.2

 

136.5

 

107.0

 

106.3

 

105.6

 

233.2

 

833.8

 

Operating leases

 

69.2

 

60.7

 

40.8

 

27.0

 

23.6

 

91.2

 

312.5

 

Capital asset purchase commitments

 

15.1

 

2.0

 

 

 

 

 

17.1

 

Total contractual cash obligations

 

$

1,964.9

 

$

209.4

 

$

158.6

 

$

145.9

 

$

141.4

 

$

1,607.9

 

$

4,228.1

 

 

Figure 6


(1) Interest payments were calculated using the interest rate that would prevail should the debt be reimbursed according to their contractual term, and the outstanding balance as at March 31, 2008.

 

The Company has major operating leases pursuant to which it has the option to purchase the underlying equipment (presses and binders) at the end of the term. Whether the equipment will be acquired at the end of the lease term will depend on circumstances prevailing at the time the option is available. The total terminal value of these operating leases expiring between 2008 and 2015 is approximately $32.8 million.

 

The Company monitors the funded status of its pension plans very closely. During the quarter ended March 31, 2008, the Company made contributions of $12.9 million ($12.3 million for the same period in 2007), which were in accordance with the minimum required contributions as determined by the Company’s actuaries. Minimum required contributions are estimated at $43.6 million for 2008.

 

5.              Off-balance sheet arrangements and other disclosures

 

5.1      Off-balance sheet arrangements

 

The Company is party to various off-balance sheet arrangements. The Company’s 2007 annual MD&A contains a complete description of these arrangements.

 

5.2      Derivative financial instruments

 

The estimated fair value of the Company’s long-term debt, including the portion due within one year and liabilities subject to compromise, is not reasonably determinable given the current status of the Company while under creditor protection (see Note 1). The carrying value of other financial instruments approximated fair value due to the short maturities or the terms and conditions attached to these instruments.

 

Following the filing of creditor protection under the Insolvency Proceedings on January 21, 2008, substantially all derivative contracts were subsequently terminated by their counterparties. The amount of any gains and losses associated with derivative contracts designated as hedging items that had previously been recognized in other comprehensive income as a result of applying hedge accounting will be carried forward to be recognized in net income in the same periods during which the hedged forecast transaction will occur.

 

During the three-month period ended March 31, 2008, the Company recorded a net gain of $32.0 million on derivative financial instruments for which hedge accounting was not used ($4.4 million for the same period in 2007), of which $12.3 million is presented as Reorganization items.

 

16



 

5.3      Related party transactions

 

Quebecor Inc., directly and through a wholly-owned subsidiary, holds 77.3% of the outstanding voting interests in Quebecor World. As a result, Quebecor Inc. has the power to determine many matters requiring shareholder approval, including the election of directors and the approval of significant corporate transactions. The interests of Quebecor Inc. may conflict with the interests of other holders of our equity and debt securities. However, the Court has exempted Quebecor World from the requirement to hold an annual meeting of shareholders until such time as the Company emerges from the Insolvency Proceedings. In addition, any fundamental transaction or proposed change to Quebecor World’s organizational documents would require Court approval. Consequently, even though Quebecor Inc. currently holds 77.3% of the Company’s outstanding voting interests, it is unlikely that Quebecor Inc. will be able to exercise its votes during the Insolvency Proceedings in order to change the composition of the Board of Directors or cause fundamental changes in the affairs and organizational documents of the Company.

 

5.4      Outstanding share data

 

Figure 7 discloses the Company’s outstanding share data as at May 2, 2008.

 

Outstanding Share Data

($ in millions and shares in thousands)

 

 

 

May 2, 2008

 

 

 

Issued and

 

 

 

 

 

outstanding shares

 

Book value

 

Multiple Voting Shares

 

46,987

 

$

93.5

 

Subordinate Voting Shares

 

136,995

 

1,253.0

 

First Preferred Shares, Series 3 - Classified as equity

 

12,000

 

212.5

 

First Preferred Shares, Series 5 - Classified as liability

 

3,024

 

74.0

 

 

 

 

 

 

 

 

 

 

 

Figure 7

 

 

As of May 2, 2008, a total of 6,257,220 options to purchase Subordinate Voting Shares were outstanding, of which 3,451,964 were exercisable.

 

Effective as of March 1, 2008, 3,975,663 Series 5 Cumulative Redeemable First Preferred Shares (including accrued and unpaid dividends thereon) were converted into an aggregate of 51,410,291 Subordinate Voting Shares at a conversion rate of 12.93125 Subordinate Voting Shares issued per converted Series 5 Preferred Share.

 

On March 27, 2008, the Company received notices with respect to 517,184 of its remaining 3,024,337 issued and outstanding Series 5 Cumulative Redeemable First Preferred Shares requesting conversion into the Company’s Subordinate Voting Shares effective as of June 1, 2008.

 

6.              Controls and procedures

 

This section should be read in conjunction with Section 5.5 “Controls and procedures” of the Company’s annual MD&A for the year ended December 31, 2007 containing Management’s Report on Internal Control over Financial Reporting.

 

Evaluation of Disclosure Controls and Procedures

 

Quebecor World’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified under Canadian and U.S. securities laws and include controls and procedures designed to ensure that information is accumulated and communicated to management, including the President and Chief Executive Officer and the Senior Vice President and Chief Accounting Officer, to allow timely decisions regarding required disclosure.

 

An evaluation was carried out under the supervision of and with the participation of management, including the President and Chief Executive Officer and Senior Vice President and Chief Accounting Officer, of the effectiveness of Quebecor World’s disclosure controls and procedures as defined in Rule 13a-15(e) under the U.S. Securities Exchange Act of 1934 and in Multilateral Instrument 52-109 adopted by the Canadian Securities Administrators. Based on that evaluation, the President and Chief Executive Officer and Senior Vice President and Chief Accounting Officer concluded that the disclosure controls and procedures were not effective as of the end of the first quarter of 2008, resulting from the fact that as of the end of such quarter, the remedial measures to address the material weaknesses discussed below are still in the process of being implemented.

 

17



 

Changes in Internal Control over Financial Reporting

 

The Company disclosed in its 2007 annual MD&A that it had identified material weaknesses in its internal control over financial reporting. Management also disclosed in its 2007 annual MD&A that it has put in place remediation plans intended to address the conditions leading to the material weaknesses that have been identified, which remediation plans consist of:

 

1.               The Company has created a Special Projects Group to manage the bankruptcy protection issues and requests. This is intended to alleviate some of the work overload in the finance and accounting departments.

2.               The Company has created a Restructuring Committee to manage the activities around various projects; this is intended to alleviate some of the work overload in the finance and accounting departments.

3.               The Company continues to leverage external resources with specific accounting expertise to consult on complex accounting matters. Management will exercise greater oversight and monitoring over these consultations.

4.               The Company continues to pursue hiring additional staff for the finance and accounting departments with key technical skills.

5.               The Company will develop and deploy a more comprehensive system to review and monitor complex and non-routine transactions.

6.               The Company will establish a system of cross-functional coordination and communication to provide for timely dissemination of information that could have an impact on the consolidated financial statements.

 

The Company will keep investors apprised of the progress that it expects to make in the above described remediation plans in its future Management Discussions and Analyses.

 

There were no changes to the Company’s internal control over financial reporting identified during the three months ended March 31, 2008, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

7.              Critical accounting estimates and changes in accounting standards and adoption of new accounting policies

 

7.1      Critical accounting estimates

 

The preparation of financial statements in conformity with Canadian GAAP requires the Company to make estimates and assumptions which affect the reported amounts of assets and liabilities, disclosure with respect to contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are generally defined as those requiring assumptions made about matters that are highly uncertain at the time the estimate is made, and when the use of different reasonable estimates or changes to the accounting estimates would have a material impact on a company’s financial condition or results of operations. A complete discussion of the critical accounting estimates made by the Company is included in its 2007 annual MD&A. Management has not made any significant changes to these estimates and assumptions during the quarter ended March 31, 2008. Actual results could differ from those estimates, as further explained on Note 1 to the Company’s consolidated financial statements for the quarter ended March 31, 2008.

 

7.2      Changes in accounting standards and adoption of new accounting policies

 

Changes in accounting standards

 

Effective January 1, 2008, the Company adopted the following Canadian Institute of Chartered Accountants (“CICA”) Handbook sections.

 

·                Section 1535, Capital Disclosures, which requires the disclosure of both qualitative and quantitative information that enables users of financial statements to evaluate the entity’s objectives, policies and processes for managing capital. The adoption of this section requires disclosure of information on capital management, which are included in Note 15, Capital and Liquidity Management.

 

·                Section 3862, Financial Instruments – Disclosures, and Section 3863, Financial Instruments – Presentation, which require additional disclosures relating to financial instruments. The adoption of these sections required disclosure of

 

18



 

risks associated with financial instruments to which the Company is exposed to including sensitivity analysis and how the Company manages those risks. This information is included in Note 14, Financial Instruments.

 

·                Section 3031, Inventories, which provides more extensive guidance on the recognition and measurement of inventories, and related disclosures. Upon adoption of this new section, in accordance with the transition rules, the Company adjusts opening retained earnings as if the new rules had always been applied in the past, without restating comparative figures of prior years. Accordingly, the following adjustments were recorded in the consolidated financial statements as at January 1, 2008:

 

·    Decrease of inventory by $32.9 million

·    Increase of property, plant and equipment by $7.2 million

·    Decrease of future income taxes liabilities by $4.7 million

·    Increase of deficit by $21.0 million

 

Adoption of new accounting policies

 

During the first quarter of 2008

 

As a result of the Insolvency Proceedings, the Company will follow accounting policies, including disclosure items, applicable to entities that are under creditor protection. In addition to Canadian GAAP, the Company is applying the guidance in the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7). While SOP 90-7 refers specifically to Chapter 11 in the United States, its guidance, in management’s view, is also applicable to an entity restructuring under CCAA where it does not conflict with Canadian GAAP.

 

Future adoption

 

The Company intends to change the September 30th measurement date to December 31st with regards to its pension and post-retirement benefits. The Company is currently evaluating the effect of this standard on its consolidated financial statements.

 

8.              Risk factors

 

The principal risk factors of the Company are set out in its 2007 annual MD&A that has been previously filed with the Canadian securities regulatory authorities at www.sedar.com and with the U.S. Securities and Exchange Commission at www.sec.gov. The Company’s annual MD&A is also available at www.quebecorworld.com.

 

Additional risk factors that the Company is unaware of, or that the Company currently deems to be immaterial, may also become important factors that affect it. If any of such risks actually occurs, the Company’s business, cash flows, financial condition or results of operations could be materially adversely affected.

 

9.              Additional information

 

Additional information relating to Quebecor World for the year ended December 31, 2007 is available on the Company’s website at www.quebecorworld.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

Montreal, Canada
May 15, 2008

 

19


EX-99.4 5 a08-14299_1ex99d4.htm CERTIFICATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

Exhibit 99.4

 

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

 

I, Jacques Mallette, President and Chief Executive Officer of Quebecor World Inc., certify that:

 

1.                                       I have reviewed the interim filings (as this term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) of Quebecor World Inc. (the issuer) for the interim period ending March 31, 2008;

 

2.                                       Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

 

3.                                       Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

 

4.                                       The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

(a)                                  designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared;

 

(b)                                 designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

 

5.                                       I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

 

May 15, 2008

 

/s/ Jacques Mallette

Date

Jacques Mallette
President and Chief Executive Officer
Quebecor World Inc.

 


EX-99.5 6 a08-14299_1ex99d5.htm CERTIFICATION OF THE SENIOR VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER

Exhibit 99.5

 

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

 

I, Mario Saucier, Senior Vice President and Chief Accounting Officer of Quebecor World Inc., certify that:

 

1.                                       I have reviewed the interim filings (as this term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) of Quebecor World Inc. (the issuer) for the interim period ending March 31, 2008;

 

2.                                       Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

 

3.                                       Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

 

4.                                       The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

(a)                                  designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared;

 

(b)                                 designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

 

5.                                       I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

 

May 15, 2008

 

/s/ Mario Saucier

Date

Mario Saucier
Senior Vice President and Chief Accounting Officer
Quebecor World Inc.

 


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-----END PRIVACY-ENHANCED MESSAGE-----