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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 27, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________to_______________
Commission file number 0-7597
COURIER CORPORATION
A Massachusetts corporation
I.R.S. Employer Identification No. 04-2502514
15 Wellman Avenue
Chelmsford, Massachusetts 01863
Telephone No. 978-251-6000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $1 PAR VALUE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant as of November 21, 1997
COMMON STOCK, $1 PAR VALUE - $29,509,596
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of November 21, 1997
COMMON STOCK, $1 PAR VALUE - 2,048,216
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the annual meeting of
stockholders scheduled to be held on January 15, 1998 (Part III).
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PART I
ITEM 1. BUSINESS.
INTRODUCTION
Registrant, Courier Corporation ("Courier" or the "Company"), was
incorporated under the laws of Massachusetts on June 30, 1972. Courier owns all
of the capital stock of Courier-Citizen Company, a Massachusetts corporation
organized in 1894 as successor to a printing business which originated in 1824.
Courier helps organizations manage the process of creating and distributing
intellectual properties. It provides a variety of specialized services to
publishers and other information providers, including the preparation,
production, storage, marketing and distribution of information in a variety of
media and formats from traditional and customized books to CD-ROMs and on-line
services. Courier is the largest book manufacturer in the Northeast and the
sixth largest in the United States. Products include Bibles, reference texts,
books, software kits and technical documentation.
In December 1994, the Company announced the formation of Courier New Media,
Inc. ("Courier New Media"), an information management services company which
works with publishers and other information developers to create new products
from new and existing intellectual properties. Courier New Media includes two
operating units, Courier EPIC and Copyright Management Services ("CMS"). Courier
EPIC provides complete turnkey services from project management through end-user
distribution. CMS specializes in helping college bookstores and print shops
manage the process of creating multiple-publisher college coursepacks by
obtaining copyright permissions and providing either ready-to-print masters or
printed coursepacks.
On July 21, 1997, the Company acquired all of the outstanding stock of
Book-mart Press, Inc. ("Book-mart"), a North Bergen, New Jersey book
manufacturer specializing in short to medium runs of softcover and hardcover
books. Founded in 1977, Book-mart has built a strong reputation and loyal
customer following in the New York and surrounding areas. Book-mart offers high
quality offset printing and binding for order quantities as low as 300 copies.
The acquisition complements the Company's existing range of services so that the
Company can offer existing customers and Book-mart customers one-stop
full-service shopping for book production at any run length.
On September 30, 1997, the Company purchased the assets of The Home School
Books & Supplies ("The Home School"), based in Arlington, Washington. The Home
School markets curriculum and other learning materials direct to home schoolers
through retail and catalog businesses.
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PRODUCTS
Courier's products include the manufacture of books, manuals and replicated
diskettes and CD-ROMs for publishers, software developers and other information
providers as well as related services involved in managing the process of
creating and distributing these products. Courier provides manufacturing and
related services from six facilities in Westford, Stoughton and North
Chelmsford, Massachusetts; Philadelphia, Pennsylvania; Kendallville, Indiana;
and North Bergen, New Jersey.
Courier's book manufacturing operations consist of both electronic and
conventional film processing, platemaking, printing and binding of soft and hard
bound books and manuals. These book manufacturing operations are conducted
through five subsidiaries, Courier Westford, Inc. ("Westford"), Courier
Stoughton, Inc. ("Stoughton"), Courier Kendallville, Inc. ("Kendallville"),
National Publishing Company ("National"), and Book-mart. Each of these
subsidiaries has certain specialties adapted to the needs of the selected market
niches they serve, such as short-run book manufacturing capabilities, printing
on lightweight paper for medical and religious publishers and 4-color book
manufacturing for educational and trade publishers.
In December 1994, the Company formed Courier New Media to work with
publishers, software developers and other information providers to develop new
products from new and existing intellectual properties. Courier New Media
includes two operating units, Courier EPIC and CMS. Courier EPIC conducts
project management, product assembly, packaging, diskette replication, and
end-user fulfillment services. CMS specializes in helping college bookstores and
print shops manage the process of creating multiple-publisher college
coursepacks by obtaining copyright permissions and providing either
ready-to-print masters or printed coursepacks.
On September 30, 1997, the Company purchased the assets of The Home School
Books & Supplies, based in Arlington, Washington. The Home School markets
curriculum and other learning materials direct to home schoolers through retail
and catalog businesses.
MARKETING AND CUSTOMERS
Courier's products and services are primarily sold to publishers of
educational, religious, consumer, professional and reference books and to
computer software and hardware manufacturers. The Company distributes products
around the world; export sales, as a percentage of consolidated sales, were
approximately 18% in fiscal 1997, 17% in fiscal 1996 and 16% in fiscal 1995.
Courier's sales force of 24 people is responsible for all of the Company's
sales to over 600 customers. Courier's salespeople operate out of sales offices
located in New York, Chicago, Philadelphia, San Mateo, California, Orlando,
Florida, North Chelmsford, Massachusetts, and North Bergen, New Jersey. Sales to
one customer, the Gideon Society, aggregated approximately 27% of consolidated
sales in fiscal 1997 and sales to another customer, Simon & Schuster, aggregated
approximately 11% of consolidated 1997 sales. The loss of these customers would
have a material adverse effect on the Company. No other customer accounted for
more than 10% of fiscal 1997 consolidated sales.
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COMPETITION
All phases of Courier's business are highly competitive. The printing and
publishing industries, exclusive of newspapers, include over 50,000
establishments. While most of these establishments are relatively small, several
of Courier's competitors are considerably larger or are affiliated with
companies which are considerably larger and have greater financial resources
than Courier. In recent years, consolidation of both customers and competitors
within the Company's markets has increased pricing pressures. The major
competitive factors in Courier's business in addition to price are product
quality, customer service, availability of appropriate printing capacity,
related services and technology support.
MATERIALS AND SUPPLIES
Courier purchases its principal raw materials, primarily paper, but also
plate materials, ink, cover stock and casebinding materials, from numerous
suppliers, and is not dependent upon any one source for its requirements. Many
customers of Westford, Stoughton, Kendallville and Book-mart purchase their own
paper and furnish it at no charge to these operations for book production
purposes.
ENVIRONMENTAL REGULATIONS
The Company believes that its operations comply in all material respects
with applicable federal, state and local environmental laws and regulations.
Although the Company makes capital expenditures for environmental protection, it
does not anticipate any significant expenditures in order to comply with such
laws and regulations which would have a material impact on the Company's capital
expenditures, earnings or competitive position.
EMPLOYEES
The Company and its subsidiaries employed 1,202 persons at September 27,
1997 compared to 1,050 a year ago.
OTHER
Courier's overall business is not significantly seasonal in nature,
although sales are generally lower in the Company's second quarter. In addition,
market demand for CMS and The Home School products and services is highest in
the Company's fourth quarter.
There is no portion of Courier's business subject to cancellation of
government contracts or renegotiation of profits. Courier holds no patents,
licenses other than third-party software, franchises or concessions which are
important to its operations. The Company considers Courier, Courier EPIC,
Courier New Media, Copyright Management Services, Coursepack.com, CampusPrint
and CourieReader to be proprietary trademarks. In addition, www.coursepack.com
and www.coursepak.com are proprietary Universal Resource Locators (URL) on the
World Wide Web for Courier's coursepack business and are important to its
operations.
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ITEM 2. PROPERTIES.
REAL PROPERTIES
The following schedule lists the facilities occupied by Courier at
September 27, 1997. The list also includes real estate which is held for sale or
lease, as discussed in Note I to the Consolidated Financial Statements, which
appears on page F-16 of this Annual Report on Form 10-K. Courier considers its
plants and other facilities to be well maintained and suitable for the purpose
intended.
<TABLE>
<CAPTION>
Owned/ Size in
Principal Activity and Location (Year Constructed) Leased Sq. Ft.
- -------------------------------------------------- ------ -------
<S> <C> <C>
CORPORATE HEADQUARTERS AND EXECUTIVE OFFICES
North Chelmsford, MA (1973, 1996) Owned 69,000 (1)
BOOK MANUFACTURING AND WAREHOUSING
Westford plant, Westford, MA (1900, 1968, 1969, 1981, 1990) Owned 593,000
Kendallville plant, Kendallville, IN (1978) Owned 155,000
National plant, Philadelphia, PA (1975, 1997) Owned 229,000 (2)
Stoughton plant, Stoughton, MA (1980) Leased 169,000
Book-mart plant, North Bergen, NJ Leased 75,000
REAL ESTATE HELD FOR SALE OR LEASE
National plant, Philadelphia, PA (1912) Owned 219,000 (2)
Raymond, NH (1973) Owned 59,000 (3)
</TABLE>
(1) In September 1996, the Company relocated its corporate headquarters into
approximately 14,000 square feet of an existing facility in North
Chelmsford, MA which also houses Courier New Media, Inc. (Courier EPIC and
CMS).
(2) In December 1996, the Company completed construction of a 100,000 square
foot addition to its principle Philadelphia facility. The expansion enabled
the Company to consolidate operations located in an older multistory
facility to the newer, more efficient property. An agreement to sell the
multistory facility, which is currently vacant, is scheduled to close in
March 1998, but is subject to resolution of certain contingencies.
(3) This building, which had been leased through June 1996 to the purchaser of
the Company's former forms printing business, is now vacant pending sale or
lease.
EQUIPMENT
The Company's products are manufactured on equipment which in most cases is
owned by the Company, although it leases computers, image setters and electronic
printing systems which are subject to more rapid obsolescence. Capital
expenditures amounted to approximately $6.7 million in 1997, $7.3 million in
1996, and $15.0 million in 1995. Capital expenditures in 1997 were made
primarily for the final phase of the building expansion at the Company's
Philadelphia manufacturing facility and for upgrades to binding equipment.
Capital expenditures for fiscal 1998 are expected to be approximately $8
million. Courier considers its equipment to be in good operating condition and
adequate for its present needs.
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ENCUMBRANCES AND RENTAL OBLIGATIONS
For a description of encumbrances on certain properties and equipment, see
Note D of Notes to Consolidated Financial Statements on pages F-11 and F-12 of
this Annual Report on Form 10-K. Information concerning leased properties and
equipment is disclosed in Note E of Notes to Consolidated Financial Statements,
which appears on page F-12 of this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS.
In the ordinary course of business, the Company is subject to various legal
proceedings and claims. The Company believes that the ultimate outcome of these
matters will not have a material adverse effect on its financial statements.
ITEM 3A. EXECUTIVE OFFICERS OF THE REGISTRANT.
Courier's executive officers, together with their ages and all positions
and offices with the Company presently held by each person named, are as
follows:
James F. Conway III 45 Chairman, President and Chief
Executive Officer
George Q. Nichols 68 Senior Vice President and
President of National Publishing
Company
Robert P. Story, Jr. 46 Senior Vice President and
Chief Financial Officer
Thomas G. Osenton 44 Senior Vice President and
Chief Marketing Officer
Peter M. Folger 44 Vice President and
Controller
The terms of office of all of the above executive officers continue until
the first meeting of the Board of Directors following the next annual meeting of
stockholders and the election or appointment and qualification of their
successors, unless any officer sooner dies, resigns, is removed or becomes
disqualified.
Mr. Conway III was elected Chairman of the Board in September 1994 after
serving as acting Chairman since December 1992. He has been Chief Executive
Officer since December 1992 and President since July 1988.
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Mr. Nichols became an executive officer of Courier in June 1989 while
retaining his position as President of National Publishing Company, a position
he has held since 1975. He was elected a Director of the Company in March 1995
and became Senior Vice President of the Company in November 1996.
Mr. Story became Senior Vice President and Chief Financial Officer in April
1989. He joined Courier in November 1986 as Vice President and Treasurer. He was
elected a Director of the Company in February 1995.
Mr. Osenton joined Courier in October 1993 as Senior Vice President and
Chief Marketing Officer. He has been President of Courier New Media since
January 1996. He had previously served as President/Chief Executive Officer and
Publisher of The Sporting News Publishing Company, a subsidiary of the Times
Mirror Company.
Mr. Folger has been Controller since 1982 and became Vice President in
November 1992.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
quarter ended September 27, 1997.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this Item is contained in the section captioned
"Selected Quarterly Financial Data (Unaudited)" which appears on page F-17 of
this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is contained in the section captioned
"Five-Year Financial Summary" appearing on page F-18 of this Annual Report on
Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this Item is contained in the section captioned
"Management's Discussion and Analysis" appearing on pages F-19 through F-21 of
this Annual Report on Form 10-K.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is contained on pages F-1 through
F-16 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
and
ITEM 11. EXECUTIVE COMPENSATION.
and
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
and
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding executive officers called for by paragraph (b) of
Item 401 of Regulation S-K for inclusion in answer to Item 10 is furnished in
Part I of this report under Item 3A, Executive Officers of the Registrant. All
other information called for by Items 10, 11, 12 and 13 is contained in the
definitive Proxy Statement to be delivered to stockholders in connection with
the Annual Meeting of Stockholders scheduled to be held on Thursday, January 15,
1998. Such information is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) DOCUMENTS FILED AS PART OF THIS REPORT
<TABLE>
<CAPTION>
1. FINANCIAL STATEMENTS PAGE(S)
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<S> <C>
- Reports of Independent Accountants F-1 to F-2
- Consolidated Balance Sheets as of September 27, 1997
and September 28, 1996 F-3 to F-4
- Consolidated Statements of Income for each of the three
years in the period ended September 27, 1997 F-5
- Consolidated Statements of Cash Flows for each of the
three years in the period ended September 27, 1997 F-6
- Consolidated Statements of Changes in Stockholders' Equity
for each of the three years in the period ended
September 27, 1997 F-7
- Notes to Consolidated Financial Statements F-8 to F-16
<CAPTION>
2. FINANCIAL STATEMENT SCHEDULE
<S> <C>
- Schedule II - Valuation and Qualifying Accounts S-1
</TABLE>
3. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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3A-1 Articles of Organization of Courier Corporation, as of June 29, 1972
(filed as Exhibit 3A-1 to the Company's Annual Report on Form 10-K for
the fiscal year ended September 26, 1981, and incorporated herein by
reference).
3A-2 Articles of Amendment of Courier Corporation (changing stockholder vote
required for merger or consolidation), as of January 20, 1977 (filed as
Exhibit 3A-2 to the Company's Annual Report on Form 10-K for the fiscal
year ended September 26, 1981, and incorporated herein by reference).
3A-3 Articles of Amendment of Courier Corporation (providing for staggered
election of directors), as of January 20, 1977 (filed as Exhibit 3A-3
to the Company's Annual Report on Form 10-K for the fiscal year ended
September 26, 1981, and incorporated herein by reference).
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3A-4 Articles of Amendment of Courier Corporation (authorizing class of
Preferred Stock), as of February 15, 1978 (filed as Exhibit 3A-4 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 26, 1981, and incorporated herein by reference).
3A-5 Articles of Amendment of Courier Corporation (increasing number of
shares of authorized Common Stock), as of January 16, 1986 (described
in item #2 of the Company's Proxy Statement for the Annual Meeting of
Stockholders held on January 16, 1986, and incorporated herein by
reference).
3A-6 Articles of Amendment of Courier Corporation (providing for fair
pricing procedures for stock to be sold in certain business
combinations), as of January 16, 1986 (filed as Exhibit A to the
Company's Proxy Statement for the Annual Meeting of Stockholders held
on January 16, 1986, and incorporated herein by reference).
3A-7 Articles of Amendment of Courier Corporation (limiting personal
liability of directors to the Corporation or to any of its stockholders
for monetary damages for breach of fiduciary duty), as of January 28,
1988 (filed as Exhibit 3A-7 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 24, 1988, and incorporated herein
by reference).
3A-8 Articles of Amendment of Courier Corporation (establishing Series A
Preferred Stock), as of November 8, 1988 (filed as Exhibit 3A-8 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 24, 1988, and incorporated herein by reference).
3B By-Laws of Courier Corporation, as amended through April 28, 1988
(filed as Exhibit 3B to the Company's Annual Report on Form 10-K for
the fiscal year ended September 24, 1988, and incorporated herein by
reference).
4A-1 Mortgage and Indenture of Trust and Agreement between Courier Westford,
Inc., Massachusetts Industrial Finance Agency, and related trustee,
dated as of December 22, 1980 (filed as Exhibit 4 (a) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 27,
1980, and incorporated herein by reference).
4A-2 Bond Purchase Agreement between Massachusetts Industrial Finance Agency
and participating bank, dated as of December 22, 1980 (filed as Exhibit
4 (b) to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 1980, and incorporated herein by reference).
4A-3 Guaranty Agreement of Courier Corporation, dated as of December 22,
1980 (filed as Exhibit 4 (c) to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended December 27, 1980, and incorporated
herein by reference).
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4B First Refusal Agreement, dated July 5, 1989, relating to stock owned by
the Estate of Dorothy F. French (filed as Exhibit 3 to the Company's
Current Report on Form 8-K, dated July 6, 1989, and incorporated herein
by reference).
10A-1+ Courier Corporation Stock Grant Plan (filed as Exhibit C to the
Company's Proxy Statement for the Annual Meeting of Stockholders held
on January 20, 1977, and incorporated herein by reference).
10A-2+ Amendment, effective January 19, 1989, to the Courier Corporation Stock
Grant Plan (described in Item 4 of the Company's Proxy Statement for
the Annual Meeting of Stockholders held January 19, 1989, and
incorporated herein by reference).
10B+ Letter Agreement, dated February 8, 1990, of Courier Corporation
relating to supplemental retirement benefit and consulting agreement
with James F. Conway, Jr. (filed as Exhibit 10B to the Company's Annual
Report on Form 10-K for the fiscal year ended September 29, 1990, and
incorporated herein by reference).
10C-1+ Courier Corporation 1989 Deferred Income Stock Option Plan for
Non-employee Directors, effective September 28, 1989 (filed as Exhibit
A to the Company's Proxy Statement for the Annual Meeting of
Stockholders held January 18, 1990, and incorporated herein by
reference).
10C-2+ Amendment, effective November 4, 1993, to the 1989 Deferred Income
Stock Option Plan for Non-employee Directors (filed as Exhibit 10C-2 to
the Company's Annual Report on Form 10-K for the fiscal year ended
September 25, 1993, and incorporated herein by reference).
10D-1+ Courier Corporation 1983 Stock Option Plan (filed as Exhibit A to the
Company's Proxy Statement for the Annual Meeting of Stockholders held
on January 20, 1983, and incorporated herein by reference).
10D-2+ Amendment, effective January 17, 1985, to the Courier Corporation 1983
Stock Option Plan (described in Item 2 of the Company's Proxy Statement
for the Annual Meeting of Stockholders held on January 17, 1985, and
incorporated herein by reference).
10D-3+ Amendment, effective January 19, 1989, to the Courier Corporation 1983
Stock Option Plan (described in Item 3 of the Company's Proxy Statement
for the Annual Meeting of Stockholders held January 19, 1989, and
incorporated herein by reference).
10E-1+ Executive Incentive Compensation Program as amended and restated
effective December, 1987 (filed as Exhibit 10L-1 to the Company's
Annual Report on Form 10-K for the fiscal year ended September 24,
1988, and incorporated herein by reference).
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10E-2+ The Courier Executive Compensation Program, effective October 4, 1993
(filed as Exhibit 10E-2 to the Company's Annual Report on Form 10-K for
the fiscal year ended September 25, 1993, and incorporated herein by
reference).
10E-3+ The Management Incentive Compensation Program, effective October 4,
1993 (filed as Exhibit 10E-3 to the Company's Annual Report on Form
10-K for the fiscal year ended September 25, 1993, and incorporated
herein by reference).
10F+ Courier Corporation Senior Executive Severance Program and Agreements,
dated October 25, 1988 pursuant to the program with Messrs. Conway III,
Nichols, Story and Osenton (filed as Exhibit 10P to the Company's
Annual Report on Form 10-K for the fiscal year ended September 24,
1988, and incorporated herein by reference).
10G Rights Amendment between Courier Corporation and State Street Bank and
Trust Company dated October 25, 1988 (filed as Exhibit 1 to the
Company's Current Report on Form 8-K, dated October 28, 1988, and
incorporated herein by reference).
10H+ 1989 Incentive Program, as amended and restated on May 28, 1992 for the
purchase of Courier Common Stock by Executive Officers and Key
Employees of the Corporation (filed as Exhibit 10H to the Company's
Annual Report on Form 10-K for the fiscal year ended September 24,
1994, and incorporated herein by reference).
10I+ Courier Corporation 1988 Employee Stock Purchase Plan (filed as Exhibit
A to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on January 21, 1988, and incorporated herein by
reference).
10J-1+ Agreement, as of March 3, 1993, of Courier Corporation relating to
employment contract and supplemental retirement benefit with George Q.
Nichols (filed as Exhibit 10J to the Company's Annual Report on Form
10-K for the fiscal year ended September 25, 1993, and incorporated
herein by reference).
10J-2+* Amendment, as of April 16, 1997, to supplemental retirement benefit
agreement with George Q. Nichols.
10K Agreement, dated as of October 16, 1995, of Courier Corporation
relating to employment of John Pugsley (filed as Exhibit 10K to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, and incorporated herein by reference).
10L-1 Revolving Credit Agreement, dated as of March 18, 1997, between Courier
Corporation, State Street Bank and Trust Company and BankBoston, N.A.,
providing for a $20 million revolving credit facility (filed as Exhibit
10 to the Company's Quarterly Report on Form 10-Q for the period ended
March 29, 1997, and incorporated herein by reference).
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10L-2* Amendment, dated July 22, 1997, to Note Agreement between Courier
Corporation, State Street Bank and Trust Company and BankBoston, N.A.,
providing for a $30 million revolving credit facility.
10M-1 Term Promissory Note, dated as of October 15, 1991, between Courier
Corporation and MetLife Capital Credit Corporation for the principal
sum of $2,000,000 at 9.5% due October 15, 2001 (filed as Exhibit 4F-1
to the Company's Annual Report on Form 10-K for the fiscal year ended
September 28, 1991, and incorporated herein by reference).
10M-2 Loan and Security Agreement, dated as of October 15, 1991, between
Courier Corporation and MetLife Capital Credit Corporation (filed as
Exhibit 4F-2 to the Company's Annual Report on Form 10-K for the fiscal
year ended September 28, 1991, and incorporated herein by reference).
10N Master Lease Finance Agreement, dated as of July 27, 1994, between
Courier Corporation and BancBoston Leasing (filed as Exhibit 10P to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 24, 1994, and incorporated herein by reference).
10O+ Courier Corporation 1993 Stock Incentive Plan, as amended and restated,
effective May 6, 1996 (filed as Exhibit 10O to the Company's Annual
Report on Form 10-K for the fiscal year ended September 28, 1996, and
incorporated herein by reference).
10P Stock Purchase Agreement by and among Courier Corporation and the
stockholders of Book-mart Press, Inc., dated as of July 21, 1997 (filed
as Exhibit 2.1 to the Company's Current Report on Form 8-K dated July
21, 1997, and incorporated herein by reference).
11* Computation of Per Share Earnings.
21* Schedule of Subsidiaries.
23* Consent of Deloitte & Touche LLP, independent accountants.
23.1* Consent of Coopers & Lybrand L.L.P., independent accountants.
27* Financial Data Schedule.
- ----------------------------
* Exhibit is furnished herewith.
+ Designates a Company compensation plan or arrangement.
(c) REPORTS ON FORM 8-K
A Form 8-K dated July 21, 1997 and filed August 5, 1997 reporting under Item 2
the acquisition of all of the outstanding stock of Book-mart Press, Inc. A Form
8-K/A filed October 6, 1997 containing the required financial statements for the
acquired business and pro forma financial information for the July 21, 1997
acquisition.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on December 4, 1997.
COURIER CORPORATION
By: /s/ James F. Conway III
----------------------------
James F. Conway III
Chairman, President and
Chief Executive Officer
By: /s/ Robert P. Story, Jr.
----------------------------
Robert P. Story, Jr.
Senior Vice President and
Chief Financial Officer
By: /s/ Peter M. Folger
----------------------------
Peter M. Folger
Vice President and Chief
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated, on December 4, 1997.
/s/ James F. Conway III /s/ George Q. Nichols
- ------------------------------- --------------------------------
James F. Conway III George Q. Nichols
Chairman, President and Director
Chief Executive Officer
/s/ Kathleen Foley Curley /s/ Robert P. Story, Jr.
- ------------------------------- --------------------------------
Kathleen Foley Curley Robert P. Story, Jr.
Director Director
/s/ Richard K. Donahue /s/ Charles E. Otto
- ------------------------------- --------------------------------
Richard K. Donahue Charles E. Otto
Director Director
/s/ Edward J. Hoff /s/ W. Nicholas Thorndike
- ------------------------------- --------------------------------
Edward J. Hoff W. Nicholas Thorndike
Director Director
/s/ Arnold S. Lerner
- -------------------------------
Arnold S. Lerner
Director
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INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF COURIER CORPORATION,
North Chelmsford, Massachusetts:
We have audited the accompanying consolidated balance sheets of Courier
Corporation and subsidiaries as of September 27,1997 and September 28, 1996 and
the related consolidated statements of income, stockholders' equity, and cash
flows for the years then ended. Our audit also included the financial statement
schedule for the two years ended September 27, 1997 listed in the Index at Item
14. These financial statements and the financial statement schedule are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on the financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Courier Corporation and
subsidiaries at September 27, 1997 and September 28, 1996, and the results of
their operations and their cash flows for each of the years then ended in
conformity with generally accepted accounting principles. Also, in our opinion,
the financial statement schedule for the two years ended September 27, 1997,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
November 6, 1997
F-1
<PAGE> 16
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Courier Corporation:
We have audited the accompanying consolidated statements of income, cash flows
and changes in stockholders' equity of Courier Corporation for the year ended
September 30, 1995. Our audit also included the financial statement schedule for
the year ended September 30, 1995 listed in the Index at Item 14. These
financial statements and the financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and the financial statement schedule based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations, cash flows and
changes in stockholders' equity of Courier Corporation for the year ended
September 30, 1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the financial statement schedule for the year ended
September 30, 1995, when considered in relation to the consolidated statements
of income, cash flows and changes in stockholders' equity taken as a whole,
present fairly, in all material respects, the information set forth therein.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
November 9, 1995
F-2
<PAGE> 17
COURIER CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 27, 1997 SEPTEMBER 28, 1996
===========================================================================================================
<S> <C> <C>
Assets
- -----------------------------------------------------------------------------------------------------------
Current assets:
- -----------------------------------------------------------------------------------------------------------
Cash and cash equivalents (Note A) $ 27,000 $ 33,000
- -----------------------------------------------------------------------------------------------------------
Accounts receivable, less allowance for uncollectible
accounts of $1,242,000 in 1997 and $829,000 in 1996 25,919,000 24,935,000
- -----------------------------------------------------------------------------------------------------------
Inventories (Note B) 9,695,000 8,178,000
- -----------------------------------------------------------------------------------------------------------
Deferred income taxes (Note C) 1,642,000 1,580,000
- -----------------------------------------------------------------------------------------------------------
Other current assets 780,000 954,000
- -----------------------------------------------------------------------------------------------------------
Total current assets 38,063,000 35,680,000
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Property, plant and equipment (Notes A and D):
- -----------------------------------------------------------------------------------------------------------
Land 1,059,000 3,124,000
- -----------------------------------------------------------------------------------------------------------
Buildings and improvements 18,521,000 14,948,000
- -----------------------------------------------------------------------------------------------------------
Favorable building lease 2,816,000 2,816,000
- -----------------------------------------------------------------------------------------------------------
Machinery and equipment 74,422,000 67,524,000
- -----------------------------------------------------------------------------------------------------------
Furniture and fixtures 1,681,000 1,597,000
- -----------------------------------------------------------------------------------------------------------
Construction in progress 841,000 5,534,000
- -----------------------------------------------------------------------------------------------------------
99,340,000 95,543,000
- -----------------------------------------------------------------------------------------------------------
Less-Accumulated depreciation and amortization (62,398,000) (58,868,000)
- -----------------------------------------------------------------------------------------------------------
Net property, plant and equipment 36,942,000 36,675,000
- -----------------------------------------------------------------------------------------------------------
Real estate held for sale or lease, net (Note I) 2,459,000 698,000
- -----------------------------------------------------------------------------------------------------------
Goodwill and other intangibles (Notes A and H) 11,618,000 1,204,000
- -----------------------------------------------------------------------------------------------------------
Other assets 561,000 509,000
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Total assets $ 89,643,000 $ 74,766,000
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE> 18
COURIER CORPORATION
CONSOLIDATED BALANCE SHEETS
continued
<TABLE>
<CAPTION>
SEPTEMBER 27, 1997 SEPTEMBER 28, 1996
========================================================================================================
<S> <C> <C>
Liabilities and Stockholders' Equity
- --------------------------------------------------------------------------------------------------------
Current liabilities:
- --------------------------------------------------------------------------------------------------------
Current maturities of long-term debt (Note D) $ 387,000 $ 466,000
- --------------------------------------------------------------------------------------------------------
Accounts payable 9,557,000 9,705,000
- --------------------------------------------------------------------------------------------------------
Accrued payroll 3,644,000 2,560,000
- --------------------------------------------------------------------------------------------------------
Accrued taxes 4,961,000 4,835,000
- --------------------------------------------------------------------------------------------------------
Other current liabilities 5,426,000 4,392,000
- --------------------------------------------------------------------------------------------------------
Total current liabilities 23,975,000 21,958,000
- --------------------------------------------------------------------------------------------------------
Long-term debt (Note D) 18,593,000 9,277,000
- --------------------------------------------------------------------------------------------------------
Deferred income taxes (Note C) 3,375,000 3,488,000
- --------------------------------------------------------------------------------------------------------
Other liabilities 1,952,000 1,279,000
- --------------------------------------------------------------------------------------------------------
Total liabilities 47,895,000 36,002,000
- --------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note E)
- --------------------------------------------------------------------------------------------------------
Stockholders' equity (Note F):
- --------------------------------------------------------------------------------------------------------
Preferred stock, $1 par value-authorized 1,000,000 shares; none issued
- --------------------------------------------------------------------------------------------------------
Common stock, $1 par value:
- --------------------------------------------------------------------------------------------------------
<CAPTION>
Shares 1997 1996
=======================================================
<S> <C> <C> <C> <C>
Authorized 6,000,000 6,000,000
-------------------------------------------------------
Issued 4,500,000 4,500,000
-------------------------------------------------------
Outstanding 2,007,000 2,029,000 4,500,000 4,500,000
- --------------------------------------------------------------------------------------------------------
Additional paid-in capital 9,277,000 9,055,000
- --------------------------------------------------------------------------------------------------------
Retained earnings 52,060,000 48,713,000
- --------------------------------------------------------------------------------------------------------
Treasury stock, at cost: 2,493,000 shares in 1997 and
2,471,000 shares in 1996 (24,089,000) (23,504,000)
- --------------------------------------------------------------------------------------------------------
Total stockholders' equity 41,748,000 38,764,000
- --------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 89,643,000 $ 74,766,000
========================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE> 19
COURIER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
--------------------------------------------------------------------
SEPTEMBER 27, 1997 SEPTEMBER 28, 1996 SEPTEMBER 30, 1995
====================================================================================================================
<S> <C> <C> <C>
Net sales $131,433,000 $125,232,000 $120,701,000
- --------------------------------------------------------------------------------------------------------------------
Cost of sales 103,342,000 102,594,000 94,416,000
- --------------------------------------------------------------------------------------------------------------------
Gross profit 28,091,000 22,638,000 26,285,000
- --------------------------------------------------------------------------------------------------------------------
Selling and administrative expenses 20,945,000 18,647,000 18,601,000
- --------------------------------------------------------------------------------------------------------------------
Interest expense 867,000 840,000 990,000
- --------------------------------------------------------------------------------------------------------------------
Other income (expense)(Note I) (275,000) (267,000) 1,066,000
- --------------------------------------------------------------------------------------------------------------------
Income before taxes 6,004,000 2,884,000 7,760,000
- --------------------------------------------------------------------------------------------------------------------
Provision for income taxes (Note C) 1,688,000 334,000 2,530,000
- --------------------------------------------------------------------------------------------------------------------
Net income $ 4,316,000 $ 2,550,000 $ 5,230,000
- --------------------------------------------------------------------------------------------------------------------
Net income per share $2.11 $1.23 $2.60
- --------------------------------------------------------------------------------------------------------------------
Cash dividends declared per share $ .48 $ .48 $ .40
- --------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding 2,047,000 2,072,000 2,015,000
====================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE> 20
COURIER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
----------------------------------------------------------------
SEPTEMBER 27, 1997 SEPTEMBER 28, 1996 SEPTEMBER 30, 1995
=======================================================================================================================
<S> <C> <C> <C>
Operating Activities
- -----------------------------------------------------------------------------------------------------------------------
Net income $ 4,316,000 $ 2,550,000 $ 5,230,000
- -----------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net
cash provided from operating activities:
- -----------------------------------------------------------------------------------------------------------------------
Depreciation and amortization 7,237,000 6,534,000 5,950,000
- -----------------------------------------------------------------------------------------------------------------------
Other non-cash items - - 382,000
- -----------------------------------------------------------------------------------------------------------------------
Deferred income taxes (812,000) (303,000) (23,000)
- -----------------------------------------------------------------------------------------------------------------------
Change in accounts receivable 1,671,000 (4,916,000) (869,000)
- -----------------------------------------------------------------------------------------------------------------------
Change in inventory (705,000) 1,271,000 (1,351,000)
- -----------------------------------------------------------------------------------------------------------------------
Change in accounts payable (472,000) 726,000 1,081,000
- -----------------------------------------------------------------------------------------------------------------------
Change in accrued taxes 364,000 (119,000) (942,000)
- -----------------------------------------------------------------------------------------------------------------------
Change in other elements of working capital 1,431,000 (561,000) 1,167,000
- -----------------------------------------------------------------------------------------------------------------------
Other, net 1,051,000 75,000 (827,000)
- -----------------------------------------------------------------------------------------------------------------------
Cash provided from operating activities 14,081,000 5,257,000 9,798,000
- -----------------------------------------------------------------------------------------------------------------------
Investment Activities
- -----------------------------------------------------------------------------------------------------------------------
Business acquisition (Note H) (12,701,000) - -
- -----------------------------------------------------------------------------------------------------------------------
Capital expenditures (6,732,000) (7,335,000) (14,961,000)
- -----------------------------------------------------------------------------------------------------------------------
Proceeds from sale of assets (Note I) - 1,792,000 820,000
- -----------------------------------------------------------------------------------------------------------------------
Proceeds from sale of investment
in AlphaGraphics (Note I) - - 953,000
- -----------------------------------------------------------------------------------------------------------------------
Cash used for investment activities (19,433,000) (5,543,000) (13,188,000)
- -----------------------------------------------------------------------------------------------------------------------
Financing Activities
- -----------------------------------------------------------------------------------------------------------------------
Scheduled long-term debt repayments (466,000) (409,000) (2,080,000)
- -----------------------------------------------------------------------------------------------------------------------
Other long-term borrowings 7,404,000 282,000 4,022,000
- -----------------------------------------------------------------------------------------------------------------------
Cash dividends (969,000) (970,000) (793,000)
- -----------------------------------------------------------------------------------------------------------------------
Stock repurchase program (882,000) - -
- -----------------------------------------------------------------------------------------------------------------------
Proceeds from stock plans 259,000 269,000 355,000
- -----------------------------------------------------------------------------------------------------------------------
Cash provided from (used for) financing activities 5,346,000 (828,000) 1,504,000
- -----------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents (6,000) (1,114,000) (1,886,000)
- -----------------------------------------------------------------------------------------------------------------------
Cash at the beginning of the period 33,000 1,147,000 3,033,000
- -----------------------------------------------------------------------------------------------------------------------
Cash at the end of the period $ 27,000 $ 33,000 $ 1,147,000
=======================================================================================================================
Supplemental cash flow information:
Interest paid $ 774,000 $ 724,000 $ 1,173,000
Income taxes paid (net of receipts) $ 2,060,000 $ 739,000 $ 2,880,000
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE> 21
COURIER CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON ADDITIONAL RETAINED TREASURY STOCKHOLDERS'
STOCK PAID-IN CAPITAL EARNINGS STOCK EQUITY
================================================================================================================================
<S> <C> <C> <C> <C> <C>
Balance, September 24, 1994 $4,500,000 $8,520,000 $42,696,000 $(24,147,000) $31,569,000
- --------------------------------------------------------------------------------------------------------------------------------
Net income - - 5,230,000 - 5,230,000
- --------------------------------------------------------------------------------------------------------------------------------
Cash dividends - - (793,000) - (793,000)
- --------------------------------------------------------------------------------------------------------------------------------
Allocation of stock by ESOP - 153,000 - 190,000 343,000
- --------------------------------------------------------------------------------------------------------------------------------
Shares issued under stock plans - 211,000 - 266,000 477,000
- --------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 1995 4,500,000 8,884,000 47,133,000 (23,691,000) 36,826,000
- --------------------------------------------------------------------------------------------------------------------------------
Net income - - 2,550,000 - 2,550,000
- --------------------------------------------------------------------------------------------------------------------------------
Cash dividends - - (970,000) - (970,000)
- --------------------------------------------------------------------------------------------------------------------------------
Shares issued under stock plans - 171,000 - 187,000 358,000
- --------------------------------------------------------------------------------------------------------------------------------
Balance, September 28, 1996 4,500,000 9,055,000 48,713,000 (23,504,000) 38,764,000
- --------------------------------------------------------------------------------------------------------------------------------
Net income - - 4,316,000 - 4,316,000
- --------------------------------------------------------------------------------------------------------------------------------
Cash dividends - - (969,000) - (969,000)
- --------------------------------------------------------------------------------------------------------------------------------
Stock repurchase program - - - (882,000) (882,000)
- --------------------------------------------------------------------------------------------------------------------------------
Shares issued under stock plans - 125,000 - 194,000 319,000
- --------------------------------------------------------------------------------------------------------------------------------
Shares issued in connection with
business acquisition (Note H) - 97,000 - 103,000 200,000
- --------------------------------------------------------------------------------------------------------------------------------
Balance, September 27, 1997 $4,500,000 $9,277,000 $52,060,000 $(24,089,000) $41,748,000
================================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-7
<PAGE> 22
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS: Courier Corporation helps organizations manage the process of creating
and distributing intellectual properties. Services include the preparation,
production, storage and distribution of information in a variety of media and
formats, from traditional and customized books to CD-ROMs and on-line services.
Products include Bibles, reference texts, books, software kits and technical
documentation.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements, prepared on
a fiscal year basis, include the accounts of Courier Corporation and its
subsidiaries after elimination of all significant intercompany transactions.
Such financial statements have been prepared in conformity with generally
accepted accounting principles which require the use of certain estimates and
assumptions. Fiscal years 1997 and 1996 were 52-week periods compared with
fiscal year 1995 which was a 53-week period. Certain amounts for 1996 and 1995
have been reclassified in the accompanying financial statements in order to be
consistent with the current year's classification.
FINANCIAL INSTRUMENTS: Financial instruments consist primarily of cash, accounts
receivable, accounts payable and debt obligations. The Company classifies as
cash and cash equivalents amounts on deposit in banks and cash invested
temporarily in various instruments with maturities of three months or less at
time of purchase. The Company estimates the fair value of financial instruments
based on interest rates available to the Company and by comparison to quoted
market prices. At September 27, 1997 and September 28, 1996, the Company's
financial instruments approximated their carrying values.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are recorded at
cost, including interest on funds borrowed to finance the acquisition or
construction of major capital additions. Capitalized interest was approximately
$34,000 in fiscal 1997, $15,000 in fiscal 1996 and $120,000 in fiscal 1995. The
Company provides for depreciation of plant and equipment on a straight-line
basis over periods ranging from 3 to 11 years, except for depreciation on
buildings and improvements which is based on estimated useful lives ranging from
10 to 40 years.
Leasehold improvements are amortized on a straight-line basis over the shorter
of the useful life of the improvement or the term of the lease. A favorable
building lease is being amortized over the life of the lease, which expires in
2005. Expenditures for maintenance and repairs are charged against income as
incurred; betterments which increase the value or materially extend the life of
the related assets are capitalized. When assets are sold or retired, the cost
and accumulated depreciation are removed from the accounts and any gain or loss
is included in income.
GOODWILL: Goodwill of approximately $10 million at September 27, 1997 arose from
the 1997 acquisition of Book-mart Press, Inc., which is discussed more fully in
Note H. It is being amortized using the straight-line method over a twenty-year
period. Amortization expense was $97,000 for fiscal 1997. The Company continues
to carry goodwill of approximately $1.2 million arising from the purchase of a
company prior to October 31, 1970; such amount is not being amortized because
management believes that the value has not diminished.
INCOME TAXES: The provision for income taxes is determined as required by SFAS
No. 109, "Accounting for Income Taxes", issued by the Financial Accounting
Standards Board. Under SFAS No. 109, deferred income taxes are recorded based
upon the differences between the financial statement and tax bases of assets and
liabilities, and are measured by applying enacted tax rates and laws for the
taxable years in which these differences are expected to reverse.
REVENUE RECOGNITION: Revenue is recognized upon shipment of goods to customers
or upon the transfer of ownership interest.
USE OF ESTIMATES: The process of preparing financial statements in conformity
with generally accepted accounting principles requires management to make
estimates that affect the reported amounts of assets and liabilities at the date
of the financial statements, as well as revenues and expenses during the
reporting period. Actual results may differ from these estimates.
F-8
<PAGE> 23
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
NET INCOME PER SHARE: Net income per share is computed by dividing net income by
the weighted average number of common shares and equivalents outstanding during
each period. Common share equivalents are attributable primarily to outstanding
stock options. In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128, "Earnings per Share" which is not effective until the first
quarter of the Company's fiscal 1998. This new standard requires dual
presentation of basic and diluted earnings per share ("EPS") on the face of the
statement of income and requires a reconciliation of the numerators and
denominators of basic and diluted EPS calculations. The results would not
materially differ from earnings per share as presented.
NEW ACCOUNTING PRONOUNCEMENTS: In June 1997, the Financial Accounting Standards
Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosure about Segments of an Enterprise and Related Information". These new
standards will be effective in the Company's fiscal year ending September 25,
1999. The Company has not determined the effects, if any, that these standards
will have on its consolidated financial statements.
B. INVENTORIES
Inventories are valued at the lower of cost or market using the last-in,
first-out (LIFO) method for substantially all inventories. Inventories as of
September 27, 1997 and September 28, 1996 consisted of the following:
1997 1996
=====================================================================
Raw materials $3,912,000 $2,901,000
- ---------------------------------------------------------------------
Work in process 4,108,000 3,746,000
- ---------------------------------------------------------------------
Finished goods 1,675,000 1,531,000
- ---------------------------------------------------------------------
Total $9,695,000 $8,178,000
=====================================================================
On a first-in, first-out (FIFO) basis, reported year-end inventories would have
increased by $5.7 million in 1997 and $6.0 million in 1996.
C. INCOME TAXES
The statutory federal tax rate is 34%. The total provision differs from that
computed using the statutory federal income tax rate for the following reasons:
<TABLE>
<CAPTION>
1997 1996 1995
===================================================================================================================
<S> <C> <C> <C>
Federal income taxes at statutory rate $2,041,000 $ 980,000 $2,638,000
- -------------------------------------------------------------------------------------------------------------------
State income taxes, net of federal income tax benefit 189,000 143,000 259,000
- -------------------------------------------------------------------------------------------------------------------
Export related income (288,000) (279,000) (277,000)
- -------------------------------------------------------------------------------------------------------------------
Dividend deduction - - (96,000)
- -------------------------------------------------------------------------------------------------------------------
Donation of real estate (300,000) (500,000) -
- -------------------------------------------------------------------------------------------------------------------
Other 46,000 (10,000) 6,000
- -------------------------------------------------------------------------------------------------------------------
Total $1,688,000 $ 334,000 $2,530,000
===================================================================================================================
</TABLE>
F-9
<PAGE> 24
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
The provision (benefit) for income taxes consisted of the following:
<TABLE>
<CAPTION>
1997 1996 1995
=====================================================================================================================
<S> <C> <C> <C>
Currently payable:
- ---------------------------------------------------------------------------------------------------------------------
Federal $2,040,000 $ 343,000 $2,127,000
- ---------------------------------------------------------------------------------------------------------------------
State 460,000 294,000 426,000
- ---------------------------------------------------------------------------------------------------------------------
2,500,000 637,000 2,553,000
- ---------------------------------------------------------------------------------------------------------------------
Deferred:
- ---------------------------------------------------------------------------------------------------------------------
Federal (638,000) (225,000) 11,000
- ---------------------------------------------------------------------------------------------------------------------
State (174,000) (78,000) (34,000)
- ---------------------------------------------------------------------------------------------------------------------
(812,000) (303,000) (23,000)
- ---------------------------------------------------------------------------------------------------------------------
Total $1,688,000 $ 334,000 $2,530,000
=====================================================================================================================
</TABLE>
The deferred income tax net benefit arose from the following temporary
differences:
<TABLE>
<CAPTION>
1997 1996 1995
=====================================================================================================================
<S> <C> <C> <C>
Accelerated depreciation $(648,000) $ 605,000 $(479,000)
- ---------------------------------------------------------------------------------------------------------------------
Non-deductible accruals and reserves (238,000) (363,000) 281,000
- ---------------------------------------------------------------------------------------------------------------------
Utilization of tax credits - - 214,000
- ---------------------------------------------------------------------------------------------------------------------
Retirement plan contributions 51,000 (69,000) (61,000)
- ---------------------------------------------------------------------------------------------------------------------
Charitable contributions carryforward 47,000 (500,000) -
- ---------------------------------------------------------------------------------------------------------------------
Other (24,000) 24,000 22,000
- ---------------------------------------------------------------------------------------------------------------------
Total $(812,000) $(303,000) $ (23,000)
=====================================================================================================================
</TABLE>
F-10
<PAGE> 25
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
The following is a summary of the significant components of the Company's
deferred tax assets and liabilities as of September 27, 1997 and September 28,
1996:
<TABLE>
<CAPTION>
1997 1996
==================================================================================================
<S> <C> <C>
Deferred tax assets:
- --------------------------------------------------------------------------------------------------
Vacation accrual not currently deductible $ 433,000 $ 429,000
- --------------------------------------------------------------------------------------------------
Other accruals not currently deductible 436,000 471,000
- --------------------------------------------------------------------------------------------------
Non-deductible reserves 756,000 691,000
- --------------------------------------------------------------------------------------------------
Other 17,000 (11,000)
- --------------------------------------------------------------------------------------------------
Classified as current 1,642,000 1,580,000
- --------------------------------------------------------------------------------------------------
Deferred compensation arrangements 915,000 762,000
- --------------------------------------------------------------------------------------------------
Charitable contributions carryforward 453,000 500,000
- --------------------------------------------------------------------------------------------------
Other 5,000 9,000
- --------------------------------------------------------------------------------------------------
Total deferred tax assets $3,015,000 $2,851,000
- --------------------------------------------------------------------------------------------------
Deferred tax liabilities:
- --------------------------------------------------------------------------------------------------
Accelerated depreciation $4,748,000 $4,759,000
==================================================================================================
</TABLE>
Non-current deferred tax assets have been netted against non-current deferred
tax liabilities for balance sheet classification purposes.
D. LONG-TERM DEBT
Long-term debt of the Company and its consolidated subsidiaries consisted of the
following:
<TABLE>
<CAPTION>
1997 1996
==================================================================================================
<S> <C> <C>
Obligation under revolving bank credit facility at 6.25% as
of September 27, 1997 $16,750,000 $7,047,000
- --------------------------------------------------------------------------------------------------
9.5% secured promissory note, payable in monthly installments
through October 2001 1,022,000 1,223,000
- --------------------------------------------------------------------------------------------------
Obligation under industrial development bond arrangement at
3%, payable in monthly installments through May 2011 1,108,000 1,173,000
- --------------------------------------------------------------------------------------------------
Obligation under industrial revenue bond arrangement at 65%
of prime rate (5.5% at September 27, 1997), payable in semi-annual
installments of $100,000 through December 1997 100,000 300,000
- --------------------------------------------------------------------------------------------------
18,980,000 9,743,000
- --------------------------------------------------------------------------------------------------
Less: Current maturities 387,000 466,000
- --------------------------------------------------------------------------------------------------
Total $18,593,000 $9,277,000
==================================================================================================
</TABLE>
F-11
<PAGE> 26
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
Scheduled aggregate principal payments of long-term debt are $387,000 in fiscal
1998, $311,000 in fiscal 1999, $17,088,000 in fiscal 2000, $366,000 in fiscal
2001, $76,000 in fiscal 2002 and $752,000 thereafter.
In March 1997, the Company replaced its $11 million long-term revolving credit
facility with BankBoston, N.A. and $10 million informal bank credit line with
State Street Bank and Trust Company with a new $20 million long-term revolving
credit facility involving both banks. In July 1997, this facility was extended
from $20 million to $30 million in contemplation of the acquisition of Book-mart
Press, Inc. (see Note H). Under the new credit facility, the Company can borrow
at either LIBOR plus 3/4% or the bank's money market rates. The revolving credit
facility matures in February 2000 and borrowings of $16,750,000 at September 27,
1997 are included in scheduled aggregate principal payments due in 2000. The
Company has not had any short-term borrowings during the three fiscal years
ended September 27, 1997.
In April 1996, the Company received $1.2 million of industrial development bond
financing at a 3% interest rate in connection with the fiscal 1995 purchase of a
formerly leased facility in Pennsylvania.
The revolving credit facility contains restrictive covenants including
provisions relating to the maintenance of working capital, the incurring of
additional indebtedness and a quarterly test of cash flow to debt service. It
also provides for a commitment fee of 1/4% per annum on the unused portion. The
industrial bond arrangements and the 9.5% promissory note provide for a lien on
the assets acquired with the proceeds.
E. COMMITMENTS AND CONTINGENCIES
The Company is committed under various operating leases to make annual rental
payments for certain buildings and equipment. Amounts charged against income
under such leases approximated $2,365,000 in fiscal 1997, $2,370,000 in fiscal
1996 and $2,428,000 in fiscal 1995. As of September 27, 1997, minimum annual
rental commitments under the Company's long-term operating leases are
approximately $2,229,000 in fiscal 1998, $1,625,000 in fiscal 1999, $1,342,000
in fiscal 2000, $1,336,000 in fiscal 2001, $1,279,000 in fiscal 2002 and
$2,545,000 in the aggregate thereafter.
In the ordinary course of business, the Company is subject to various legal
proceedings and claims. The Company believes that the ultimate outcome of these
matters will not have a material adverse effect on its financial statements.
F. STOCK ARRANGEMENTS
STOCK OPTION/INCENTIVE PLANS: In January 1993, stockholders approved the Courier
Corporation 1993 Stock Incentive Plan to replace the expiring 1983 Stock Option
Plan. The 1993 Stock Incentive Plan was amended and restated, with stockholder
approval, in January 1996. The amendment provided for, among other things, an
increase in the number of shares available for granting of stock options and
stock grants under the plan by 100,000 shares to a total of 230,000 shares.
Under the provisions of each plan, both non-qualified and incentive stock
options to purchase shares of the Company's common stock may be granted to key
employees. The option price per share may not be less than the fair market value
of stock at the time the option is granted and incentive stock options must
expire not later than ten years from the date of grant.
DIRECTORS' OPTION PLAN: A 1989 plan, as amended in November 1993, allows members
of the Company's Board of Directors to make an election to apply either 50% or
100% of their annual director's fee and committee chair fee toward the annual
grant of a stock option to be offered at a price per share $5 below the fair
market value of the Company's common stock at the time the option is granted.
The annual director's fee for 1997 was $12,000; in addition, the two committee
chair fees amounted to a total of $15,000 for 1997. The plan, as approved by
stockholders, provides that 100,000 shares be reserved for the granting of
options.
F-12
<PAGE> 27
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
The following is a summary of all option activity for these plans:
<TABLE>
<CAPTION>
STOCK OPTION/INCENTIVE PLANS DIRECTORS' OPTION PLAN
---------------------------------------------------------
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
=====================================================================================================================
<S> <C> <C> <C> <C>
Outstanding at September 24, 1994 227,550 $13.87 18,600 $10.89
- ---------------------------------------------------------------------------------------------------------------------
Issued during period 21,930 19.55 9,200 11.13
- ---------------------------------------------------------------------------------------------------------------------
Exercised during period (12,450) 13.41 (9,400) 7.69
- ---------------------------------------------------------------------------------------------------------------------
Canceled during period (3,350) 10.31 - -
- ---------------------------------------------------------------------------------------------------------------------
Expired during period - - (6,000) 16.13
- ---------------------------------------------------------------------------------------------------------------------
Outstanding at September 30, 1995 233,680 $14.48 12,400 $10.89
- ---------------------------------------------------------------------------------------------------------------------
Issued during period 29,525 16.37 13,400 15.51
- ---------------------------------------------------------------------------------------------------------------------
Exercised during period (13,115) 12.91 (2,400) 12.11
- ---------------------------------------------------------------------------------------------------------------------
Canceled during period (8,238) 15.16 - -
- ---------------------------------------------------------------------------------------------------------------------
Outstanding at September 28, 1996 241,852 $14.77 23,400 $13.15
- ---------------------------------------------------------------------------------------------------------------------
Issued during period 21,025 21.75 14,000 11.19
- ---------------------------------------------------------------------------------------------------------------------
Exercised during period (3,500) 9.57 (8,800) 11.10
- ---------------------------------------------------------------------------------------------------------------------
Canceled during period (1,500) 19.33 - -
- ---------------------------------------------------------------------------------------------------------------------
Expired during period (10,300) 19.88 - -
- ---------------------------------------------------------------------------------------------------------------------
Outstanding at September 27, 1997 247,577 $15.19 28,600 $13.04
- ---------------------------------------------------------------------------------------------------------------------
Exercisable at September 27, 1997 191,990 $14.11 28,600 $13.04
=====================================================================================================================
</TABLE>
Following is a summary of the weighted average fair value of options granted
during fiscal years 1997 and 1996:
<TABLE>
<CAPTION>
1993 STOCK INCENTIVE PLAN DIRECTORS' OPTION PLAN
------------------------------------------------------
1997 1996 1997 1996
=====================================================================================================================
<S> <C> <C> <C> <C>
Exercise price equal to stock price on grant date $7.93 $4.31 - -
- ---------------------------------------------------------------------------------------------------------------------
Exercise price in excess of stock price on grant date $6.24 $2.76 - -
- ---------------------------------------------------------------------------------------------------------------------
Exercise price less than stock price on grant date - - $5.59 $6.73
=====================================================================================================================
</TABLE>
The following table presents information with regard to all stock options
outstanding at September 27, 1997:
<TABLE>
<CAPTION>
STOCK OPTION/INCENTIVE PLANS DIRECTORS' OPTION PLAN
-------------------------------------------------------------
RANGE OF EXERCISE PRICES: $7.00 - $14.25 $15.63 - $25.38 $8.10 - $18.45
=====================================================================================================================
<S> <C> <C> <C>
Options outstanding 100,575 147,002 28,600
- ---------------------------------------------------------------------------------------------------------------------
Weighted average exercise price of options outstanding $10.73 $18.25 $13.04
- ---------------------------------------------------------------------------------------------------------------------
Weighted average remaining contractual life 4.0 years 3.3 years 3.1 years
- ---------------------------------------------------------------------------------------------------------------------
Options exercisable 84,248 107,742 28,600
- ---------------------------------------------------------------------------------------------------------------------
Weighted average exercise price of options exercisable $10.06 $17.28 $13.04
=====================================================================================================================
</TABLE>
F-13
<PAGE> 28
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
STOCK GRANT PLAN: The Company established a stock grant plan in 1977 entitling
key employees to receive shares of common stock of the Company. Shares granted
are either fully vested or vest over periods up to 5 years. The maximum number
of shares of common stock which may be awarded under the stock grant plan is
132,500 shares and no more than 22,500 shares may be awarded in any one fiscal
year. The number of shares granted under the plan were 2,000 in 1997 and 4,000
in 1996; no shares were granted in fiscal 1995. The related compensation
expense, based on the amortization over the vesting period of the fair market
value of the shares on the date granted, was $22,000 in 1997, $31,000 in 1996
and $39,000 in 1995. As of September 27, 1997, there were 4,719 shares available
for future grants under the plan.
EMPLOYEE STOCK PURCHASE PLAN: Under the Company's Employee Stock Purchase Plan
adopted in fiscal 1988, eligible employees may purchase shares of Company common
stock at not less than 85% of the fair market value at the beginning or end of
the grant period. During fiscal 1997, 6,277 shares were issued under the plan.
At September 27, 1997, 56,423 shares had been issued under the plan since
inception at an average price of $11.87 per share, with an additional 33,577
shares reserved for future issuances.
STOCK REPURCHASE PROGRAM: In November 1996, the Company announced a program to
repurchase up to $3 million of its common stock because the Company believed the
stock was attractively priced. In April 1997, the Board of Directors voted to
extend the program through October 1997. Under this program, the Company
acquired 54,182 shares of common stock at an average cost of $16.28 per share.
These shares are included in treasury stock which the Company has historically
used for stock options and grants. The Company has no current plans to use
treasury stock for any other purpose.
STOCKHOLDERS' RIGHTS PLAN: In October 1988, the Board of Directors adopted a
stockholders' rights plan. Under the plan, the Company's stockholders of record
at November 4, 1988 received rights to purchase one one-hundredth of a share of
preferred stock for each share of common stock held on that date, at an exercise
price of $75 per one-hundredth of a share. The rights will be exercised only if
a person or group either acquires or announces a proposal to acquire 20% or more
of the Company's outstanding stock. In addition, if a large holder of the
Company's stock merges with the Company or acquires a substantial part of the
Company's assets, the rights will entitle holders to purchase stock in the
surviving Company at half of its then-current market price. If there is no
merger, but a large stockholder engages in one of a number of specified
self-dealing transactions involving the Company, the rights will entitle holders
to purchase stock in the Company at half of its then-current market price. The
rights may also be redeemed by the Company at $.01 per right for up to ten
business days after the time any person or group has acquired 20% or more of the
Company's shares. The rights expire in 1998.
PRO FORMA DISCLOSURES: The Company accounts for its stock option plans under APB
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations. Accordingly, no compensation cost has been recognized. Had
compensation cost for stock options granted during fiscal years 1997 and 1996
been determined under the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", the Company's net
income would have been $4,248,000, or $2.08 per share, and $2,519,000, or $1.22
per share, in fiscal years 1997 and 1996, respectively. The pro forma effect on
net income and net income per share for fiscal years 1997 and 1996 is not
representative of the pro forma effect on net income in future years, because it
does not take into consideration pro forma compensation expense related to
grants made prior to fiscal 1996.
For purposes of the pro forma disclosures, the fair value of each option granted
was estimated on the date of grant using the Black-Scholes option pricing model.
The following key assumptions were used to value grants issued in fiscal 1997
and 1996, respectively: risk-free interest rates of 6.2% and 6.3%, expected
volatility of 34% and 24%, and expected dividend yields of 2.3% and 3.4%. A
7-year estimated life was used for grants under the 1993 Stock Incentive Plan
and a 5-year estimated life was used for grants under the Directors' Option
Plan.
F-14
<PAGE> 29
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
G. RETIREMENT PLANS
The Company and its consolidated subsidiaries maintain various retirement plans
covering substantially all of its employees. Pension costs of multi-employer
union plans consist of defined contributions determined in accordance with the
respective collective bargaining agreements. Retirement benefits for non-union
employees are provided through the Courier Profit Sharing and Savings Plan,
which includes an Employee Stock Ownership Plan (ESOP). Retirement costs for the
Company's principal plans amounted to $1,466,000 in fiscal 1997, $1,063,000 in
fiscal 1996 and $1,328,000 in fiscal 1995.
The Profit Sharing and Savings Plan is qualified under Section 401(k) of the
Internal Revenue Code. The plan allows eligible non-union employees who have
completed six months of eligible service to contribute up to 16% of their
compensation, with the Company matching 25% of the first 6% of employee
contributions. The Company also makes contributions to the plan annually based
on profits each year for the benefit of all eligible non-union employees who
have completed one year of eligible service.
Shares of Company common stock may be allocated to participants' ESOP accounts
annually based on their compensation as defined in the plan. During fiscal 1997,
no shares were allocated to eligible participants. At September 27, 1997, the
ESOP held 134,188 shares on behalf of the participants.
H. BUSINESS ACQUISITION
On July, 21, 1997, the Company acquired all of the outstanding capital stock of
Book-mart Press, Inc. (Book-mart), a North Bergen, New Jersey book manufacturer
specializing in short to medium runs of softcover and hardcover books. The
Company paid approximately $12.7 million in cash to the former stockholders of
Book-mart for their shares of capital stock. At the time of the closing,
Book-mart had approximately $2.3 million of outstanding bank indebtedness which
was subsequently paid in full. In connection with the acquisition, 11,111 shares
of Courier common stock (based upon a valuation of $18 per share) were issued to
two key executives of Book-mart for non-compete agreements. In addition, one
such executive was issued 16,667 shares (subject to a four-year vesting
schedule) in connection with an employment agreement. The acquisition was
accounted for as a purchase and, accordingly, Book-mart's results of operations
have been included in the consolidated financial statements from July 21, 1997
forward. The excess of the purchase price over the fair value of net assets
acquired amounted to approximately $10 million, which has been accounted for as
goodwill and is being amortized on a straight-line basis over twenty years.
Book-mart leases its office and plant facility from a corporation owned by two
of the former stockholders of Book-mart, one of whom remains as a key
executive of Book-mart. The lease agreement requires annual payments of
approximately $216,000 and expires five years from the date of the acquisition.
The following unaudited pro forma information presents a summary of consolidated
results of operations of the Company and Book-mart as if the acquisition had
occurred at the beginning of fiscal 1997 and 1996, with pro forma adjustments to
give effect to amortization of goodwill, interest expense on acquisition debt
and certain other adjustments, together with related income tax effects.
1997 1996
===========================================================================
Net sales $139,310,000 $136,945,000
- ---------------------------------------------------------------------------
Net income $ 3,886,000 $ 3,148,000
- ---------------------------------------------------------------------------
Net income per share $ 1.88 $ 1.50
===========================================================================
These pro forma results have been prepared for comparative purposes only and do
not purport to be indicative of the results of operations which actually would
have resulted had the business combination been in effect at the beginning of
fiscal 1997 and 1996 or of future results of operations of the consolidated
entities.
F-15
<PAGE> 30
COURIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
continued
I. OTHER INCOME (EXPENSE)
Other income (expense) as reported in the accompanying income statements
consisted of the following:
<TABLE>
<CAPTION>
1997 1996 1995
=================================================================================================================
<S> <C> <C> <C>
Net rental income $ 31,000 $ 99,000 $ 335,000
- -----------------------------------------------------------------------------------------------------------------
Loss on sale/donation of real estate (306,000) (366,000) -
- -----------------------------------------------------------------------------------------------------------------
Gain on sale of investment in AlphaGraphics - - 329,000
- -----------------------------------------------------------------------------------------------------------------
Dividend income from AlphaGraphics - - 402,000
- -----------------------------------------------------------------------------------------------------------------
Total $(275,000) $(267,000) $1,066,000
=================================================================================================================
</TABLE>
In September 1996, the Company relocated its corporate headquarters into an
existing facility in North Chelmsford, Massachusetts. In August 1997, the
Company finalized the donation of its former corporate headquarters in Lowell,
Massachusetts. The donation had no impact on fiscal 1997 earnings as a pretax
loss of approximately $300,000 was offset by a comparable tax benefit.
In March 1996, the Company completed the sale and donation of its former
telephone directory manufacturing facility which had been vacant. Sales proceeds
of $1.8 million for approximately half the facility resulted in a pretax loss of
$366,000. Tax benefits from the donation of the remainder of the property
resulted in an after-tax gain on the overall transaction of approximately
$250,000.
In December 1996, the Company completed the consolidation of its operations in
Philadelphia from an older, multistory facility to its recently expanded, more
efficient property. An agreement to sell the multistory facility is scheduled to
close in March 1998, but is subject to resolution of certain contingencies. The
Company's Raymond, New Hampshire facility, which had been leased through June
1996, is now vacant pending sale or lease. The Philadelphia and Raymond, NH
sites are included in the September 27, 1997 balance sheet as "Real estate held
for sale or lease, net." Management does not believe that there is any material
impairment of these or any other asset of the Company as measured in accordance
with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of."
In September 1995, AlphaGraphics repurchased the Company's investment interest
and paid related cumulative dividends. The Company received $953,000 for its
investment in AlphaGraphics resulting in a gain of $329,000. In addition, the
Company received $347,000 in past cumulative dividends.
J. BUSINESS SEGMENTS AND FOREIGN OPERATIONS
The Company is engaged in one industry, the manufacture of printed products.
Customers, which consist primarily of publishers, are granted credit on an
unsecured basis.
Export sales as a percentage of consolidated sales were approximately 18% in
fiscal 1997, 17% in fiscal 1996 and 16% in fiscal 1995. Sales to the Company's
largest customer amounted to approximately 28% of consolidated sales in fiscal
1997 and 27% in fiscal 1996 and 1995. In addition, sales to another customer
amounted to 11% of consolidated sales in fiscal 1997. No other customer
accounted for more than 10% of consolidated sales.
K. SUBSEQUENT EVENT
On September 30, 1997, the Company announced its purchase of The Home School
Books & Supplies (The Home School), based in Arlington, Washington. The Home
School markets curriculum and other learning materials direct to home schoolers
through retail and catalog businesses. The purchase price was not material to
the Company's financial statements.
F-16
<PAGE> 31
COURIER CORPORATION
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
FISCAL 1997: (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
- ---------------------------------------------------------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
=====================================================================================================================
<S> <C> <C> <C> <C>
Operating Results:
- ---------------------------------------------------------------------------------------------------------------------
Net sales $30,539 $32,011 $32,721 $36,162
- ---------------------------------------------------------------------------------------------------------------------
Gross profit 6,321 6,769 6,509 8,492
- ---------------------------------------------------------------------------------------------------------------------
Net income 929 828 815 1,744
- ---------------------------------------------------------------------------------------------------------------------
Net income per share .45 .41 .40 .85
- ---------------------------------------------------------------------------------------------------------------------
Dividends declared per share .12 .12 .12 .12
- ---------------------------------------------------------------------------------------------------------------------
Stock Price:
- ---------------------------------------------------------------------------------------------------------------------
Highest bid 15 3/4 17 1/2 18 3/8 21 3/4
- ---------------------------------------------------------------------------------------------------------------------
Lowest bid 13 1/4 14 1/2 17 17 1/4
=====================================================================================================================
<CAPTION>
FISCAL 1996: (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
- ---------------------------------------------------------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
=====================================================================================================================
<S> <C> <C> <C> <C>
Operating Results:
- ---------------------------------------------------------------------------------------------------------------------
Net sales $30,115 $31,384 $32,928 $30,805
- ---------------------------------------------------------------------------------------------------------------------
Gross profit 5,611 5,677 5,881 5,469
- ---------------------------------------------------------------------------------------------------------------------
Net income 624 663 515 748
- ---------------------------------------------------------------------------------------------------------------------
Net income per share .30 .32 .25 .36
- ---------------------------------------------------------------------------------------------------------------------
Dividends declared per share .12 .12 .12 .12
- ---------------------------------------------------------------------------------------------------------------------
Stock Price:
- ---------------------------------------------------------------------------------------------------------------------
Highest bid 26 1/2 23 3/4 23 1/2 18
- ---------------------------------------------------------------------------------------------------------------------
Lowest bid 21 21 3/4 16 1/4 14
=====================================================================================================================
</TABLE>
Common shares of the Company are traded over-the-counter on the Nasdaq National
Market - symbol "CRRC."
There were approximately 650 stockholders of record as of September 27, 1997.
F-17
<PAGE> 32
COURIER CORPORATION
FIVE-YEAR FINANCIAL SUMMARY
<TABLE>
<CAPTION>
(Dollar amounts in millions except per share data)
----------------------------------------------------------------------------------------------------------------------------
1997 1996 1995* 1994** 1993
============================================================================================================================
<S> <C> <C> <C> <C> <C>
Net sales $131.4 $125.2 $120.7 $122.7 $115.2
----------------------------------------------------------------------------------------------------------------------------
Gross profit 28.1 22.6 26.3 24.8 21.3
----------------------------------------------------------------------------------------------------------------------------
Net income before cumulative
effect of accounting change 4.3 2.6 5.2 3.7 2.2
----------------------------------------------------------------------------------------------------------------------------
Net income 4.3 2.6 5.2 5.2 2.2
----------------------------------------------------------------------------------------------------------------------------
Net income per share before cumulative
effect of accounting change 2.11 1.23 2.60 1.92 1.20
----------------------------------------------------------------------------------------------------------------------------
Dividends per share .48 .48 .40 .20 -
----------------------------------------------------------------------------------------------------------------------------
Working capital 14.1 13.7 11.0 10.8 10.5
----------------------------------------------------------------------------------------------------------------------------
LIFO reserve 5.7 6.0 5.9 5.1 5.2
----------------------------------------------------------------------------------------------------------------------------
Current ratio (FIFO basis) 1.8 1.9 1.8 1.7 1.8
----------------------------------------------------------------------------------------------------------------------------
Total assets 89.6 74.8 73.0 64.4 66.0
----------------------------------------------------------------------------------------------------------------------------
Long-term debt 18.6 9.3 9.5 5.8 13.8
----------------------------------------------------------------------------------------------------------------------------
Long-term debt as a percentage
of capitalization 30.8% 19.3% 20.5% 15.6% 35.0%
----------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization 7.2 6.5 6.0 5.8 6.3
----------------------------------------------------------------------------------------------------------------------------
Capital expenditures 6.7 7.3 15.0 2.2 3.4
----------------------------------------------------------------------------------------------------------------------------
Stockholders' equity 41.7 38.8 36.8 31.6 25.6
----------------------------------------------------------------------------------------------------------------------------
Return on stockholders' equity 10.3% 6.6% 14.2% 16.6% 8.6%
----------------------------------------------------------------------------------------------------------------------------
Stockholders' equity per share 20.80 19.10 18.35 16.13 13.67
----------------------------------------------------------------------------------------------------------------------------
Shares outstanding (000's omitted) 2,007 2,029 2,007 1,957 1,872
----------------------------------------------------------------------------------------------------------------------------
Number of employees 1,202 1,050 1,103 1,093 1,165
============================================================================================================================
</TABLE>
Net income per share is based on weighted average shares outstanding;
stockholders' equity per share is based on shares outstanding at year end.
*Fiscal 1995 included 53 weeks.
**Fiscal 1994 net income includes non-cash income of $1.5 million from the
adoption of SFAS No. 109, "Accounting for Income Taxes," resulting in net
income per share of $2.71.
F-18
<PAGE> 33
COURIER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Sales in fiscal 1997 increased 5% to $131.4 million compared to $125.2 million
in fiscal 1996, despite a drop in paper prices and continuation of highly
competitive market conditions. Growth came primarily from educational and
religious markets while sales to software customers continued to fall sharply as
printed manuals are replaced by CD-ROM and on-line services. In July 1997, the
Company acquired Book-mart Press, Inc. (Book-mart), a short-run book
manufacturer. Book-mart sales from the date of acquisition contributed
approximately $2 million to 1997 sales. Sales in fiscal 1996 were $125.2 million
compared to fiscal 1995 sales of $120.7 million. Fiscal 1995 included 53 weeks
compared to 52 weeks in 1996. After adjusting for the extra week, 1996 sales
increased 6% over fiscal 1995 despite a difficult industry environment. The
increase in sales reflected growing volume in the publishing and religious
markets. Sales to software customers were down significantly reflecting lower
demand for printed manuals and diskette replication as that market shifted
towards alternative technologies such as CD-ROM and on-line services. Pricing
competition increased in intensity in all markets in 1996.
Gross profits increased by $5.5 million or 24% and, as a percentage of sales,
increased to 21.4% from 18.1% in 1996. The improvement in gross profit reflects
the benefits of increased sales volume, lower costs primarily from consolidation
of two facilities in 1997 and from the streamlining of software documentation
operations, and gains in productivity resulting from investments in new
equipment and processes. Gross profits in 1996 were approximately $3.6 million
lower than 1995 and, as a percentage of sales, decreased from 21.8% to 18.1%.
Margins were down because of sharply lower prices for recycled paper which
lowered gross profits by $1.6 million, new equipment startup costs, pricing
pressures due to increased competition and a significant drop in volume from
software customers. Operations involved in software manufacturing were
significantly downsized in 1996 to adjust for reductions in printing and
diskette replication sales.
Selling and administrative expenses in 1997 increased by approximately $2.3
million over 1996. As a percentage of sales, selling and administrative expenses
were 15.9% in 1997 compared to 14.9% in 1996. The increase resulted from the
acquisition of Book-mart, expansion of Copyright Management Services (CMS) and
expenses that related directly to the increase in profitability. Selling and
administrative expenses in 1996 were comparable to 1995. As a percentage of
sales, selling and administrative expenses decreased from 15.4% to 14.9%.
Increased costs related to enhancements to communication and information systems
and expansion of CMS were offset by lower expenses related to the decrease in
profitability.
Interest expense for fiscal 1997 was $27,000 higher than fiscal 1996. Interest
on debt of approximately $15 million related to the July 21, 1997 acquisition of
Book-mart was approximately $175,000. Offsetting this was a drop in interest
expense from a reduction in average (non-acquisition) borrowings of
approximately $2.2 million. From 1995 to 1996, interest expense decreased by
approximately $150,000 as a lower average interest rate more than offset average
borrowings that were approximately $0.3 million higher in fiscal 1996 than
fiscal 1995.
In 1997, other income (expense) included a pretax loss of approximately $300,000
from the Company's donation of its former corporate headquarters. The donation
had no impact on 1997 net income as the pretax loss was offset by a comparable
tax benefit. Net rental income was $31,000 in 1997. In 1996, other income
(expense) included a pretax loss from the Company's sale and donation of its
former telephone directory manufacturing facility. The sale of approximately
half of the facility resulted in a pretax loss of $366,000. Tax benefits of
approximately $500,000 from the donation of the remainder of the facility
resulted in an after-tax gain on the overall transaction of approximately
$250,000. Net rental income was $99,000 in 1996, down $236,000 from 1995 due to
the expiration of a lease on the former telephone directory manufacturing
facility. In 1995, other income included a $329,000 gain on the sale of the
Company's investment in AlphaGraphics and dividend income of approximately
$400,000 related to that investment. Net rental income in 1995 was $335,000.
F-19
<PAGE> 34
COURIER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
continued
The Company's tax rate for 1997 was 33% compared to 29% for 1996, exclusive of
the previously mentioned tax benefits derived from property donations. The 1996
tax rate was lower than 1997 primarily due to benefits from export related
income in 1996. The Company's tax rate for 1996, exclusive of the $500,000 tax
benefit related to the donation of property discussed above, was 29% compared to
33% for 1995. The 1996 tax rate was lower than 1995 primarily due to benefits
from export related income in that year.
Net income was $4.3 million or $2.11 per share for fiscal 1997, up 69% from $2.6
million or $1.23 per share in fiscal 1996. The improvement in gross profit
margins was the primary factor contributing to the increase in earnings. Net
income was $2.6 million or $1.23 per share for fiscal 1996 compared to $5.2
million or $2.60 per share for fiscal 1995. The lower earnings were primarily
attributed to a reduction in gross profits and a decrease in other income
related to non-recurring items. Weighted average shares outstanding decreased by
25,000 shares in 1997. The Company repurchased approximately 54,000 shares of
its common stock in 1997 and common stock equivalents decreased by approximately
9,000 shares. Weighted average shares outstanding increased by 57,000 shares
from 1995 to 1996 due to shares allocated under the Employee Stock Ownership
Plan and additional equivalent shares for stock options.
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share", which will not be effective until the first quarter of the
Company's fiscal 1998. This new standard will require the Company to restate all
previously reported earnings per share information to conform with the new
pronouncement's requirements. The restated results would not materially differ
from earnings per share as presented.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information". These new standards will be effective in
the first quarter of fiscal 1999. The Company has not determined the effects, if
any, that these standards will have on its consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
In fiscal 1997, operations provided approximately $14.1 million in cash. Net
income for the year was $4.3 million and depreciation and amortization were $7.2
million. Working capital provided approximately $2.3 million of cash primarily
from a $1.7 million decrease in accounts receivable and an increase in accrued
expenses related to the improvement in profitability.
Investment activities in 1997 used approximately $19.4 million in cash,
primarily due to the purchase of Book-mart for approximately $12.7 million in
cash. Capital expenditures for 1997 were approximately $6.7 million. Capital
expenditures were made primarily for the final phase of the building expansion
at the Company's Philadelphia manufacturing facility and for upgrades to binding
equipment. Fiscal 1998 capital expenditures are expected to be approximately $8
million.
In December 1996, the Company completed the consolidation of operations in
Philadelphia from an older, multistory facility to the recently expanded, more
efficient manufacturing facility. In September 1997, the Company signed a new
agreement to sell the old multistory facility to a developer for approximately
$4.6 million; a previous agreement expired in July 1997. Closing is anticipated
in the second quarter of fiscal 1998, but a number of contingencies remain. In
addition, the Company's Raymond, New Hampshire facility, which had been leased
through June 1996, is now vacant pending sale or lease.
F-20
<PAGE> 35
COURIER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
continued
Financing activities provided approximately $5.3 million of cash in 1997;
long-term borrowings increased by $7.4 million primarily resulting from the
purchase of Book-mart for $12.7 million. In March 1997, the Company replaced its
$11 million long-term revolving credit facility with BankBoston, N.A. and $10
million informal bank credit line with State Street Bank and Trust Company with
a new $20 million long-term revolving credit facility involving both banks. In
July 1997, this facility was extended from $20 million to $30 million in
contemplation of the acquisition of Book-mart. Under the new credit facility,
the Company can borrow at either LIBOR plus 3/4% or the bank's money market
rates. The revolving credit facility contains restrictive covenants including
provisions relating to the maintenance of working capital, the incurring of
additional indebtedness and a quarterly test of cash flow to debt service. It
also provides for a commitment fee of 1/4% per annum on the unused portion. At
September 27, 1997, the Company was in compliance with all debt covenants.
In November 1996, the Company announced a program to repurchase up to $3 million
of its common shares because the Company believed the stock was attractively
priced. In April 1997, the Board of Directors voted to extend the program
through October 1997. Under this program, the Company acquired 54,182 shares of
common stock at an average cost of $16.28 per share. These shares are included
in treasury stock which the Company has historically used for stock options and
grants. The Company has no current plans to use treasury stock for any other
purpose.
The Company expects that its cash from operations and available credit
facilities will be sufficient to meet its cash requirements through 1998.
EFFECTS OF INFLATION
The Company attempts to minimize the impact of inflation on production and
operating costs through cost control programs and productivity improvements.
Over the past three years, the rate of inflation has remained moderate, which
has allowed the Company to pass on to customers a significant portion of
inflationary cost increases through price adjustments, except where otherwise
dictated by competition. By accounting for most inventories on a LIFO basis, the
earnings reported in the Company's financial statements more closely approximate
the level of earnings which would be reported if measured in terms of constant,
current value dollars.
FORWARD-LOOKING INFORMATION
Statements that describe future expectations, plans or strategies are considered
forward looking. Such statements are subject to certain risks and uncertainties
which could cause actual results to differ materially from those currently
anticipated. Factors that could affect actual results include, among others,
changes in customers' demand for the Company's products, changes in raw material
costs and availability, seasonal changes in customer orders, pricing actions by
competitors, success in the integration of recently acquired businesses, and
general changes in economic conditions. These factors should be considered in
evaluating the forward-looking statements, and undue reliance should not be
placed on such statements. The forward-looking statements included herein are
made as of the date hereof, and the Company undertakes no obligation to update
publicly such statements to reflect subsequent events or circumstances.
F-21
<PAGE> 36
COURIER CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND OTHER AT END
OF PERIOD EXPENSES DEDUCTIONS CHANGES (1) OF PERIOD
<S> <C> <C> <C> <C> <C>
Fiscal year ended September 27, 1997
Allowance for uncollectible accounts $829,000 $242,000 $79,000 $250,000 $1,242,000
Fiscal year ended September 28, 1996
Allowance for uncollectible accounts $564,000 $313,000 $48,000 - $829,000
Fiscal year ended September 30, 1995
Allowance for uncollectible accounts $588,000 $204,000 $228,000 - $564,000
</TABLE>
(1) Other changes reflects amount related to a business acquisition.
S-1
<PAGE> 1
Exhibit 10.J-2
--------------
COURIER CORPORATION
AMENDMENT TO
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
This AMENDMENT (the "Amendment") to the Supplemental Retirement Benefit
Agreement is made this 16th day of April, 1997, by and among Courier
Corporation, a Massachusetts corporation (the "Corporation"), and George Q.
Nichols ("Nichols"). Capitalized terms not defined herein shall have the meaning
given to them in the Supplemental Retirement Benefit Agreement (the
"Agreement").
WHEREAS, the Corporation and Nichols are parties to the Agreement; and
WHEREAS, the Corporation and Nichols now wish to amend certain terms
thereof; and
WHEREAS, except as amended hereby, the Corporation and Nichols desire the
Agreement, as amended, to continue in full force and effect.
NOW, THEREFORE, in consideration of the premises contained herein and in
the Agreement, each of the parties agree as follows:
Section 2 is amended and restated in its entirety as follows:
2. FORM OF PAYMENT. Unless Nichols elects otherwise, the
Benefit shall be paid as a single life annuity in monthly installments
for the duration of Nichols' life, commencing with the first calendar
month after Nichols' retirement, as shown below:
If Nichols Each Monthly
Retires at Age Installment
-------------- ------------
65 $ 833.33
66 1,000.00
67 1,250.00
68 1,666.67
69 2,375.00
70 5,000.00
<PAGE> 2
IN WITNESS WHEREOF, Nichols has executed and the Corporation has caused this
Amendment to be executed by its officer thereunto duly authorized, and its
corporate seal to be affixed as of the date first set forth above.
Courier Corporation
By: /s/ James F. Conway III
---------------------------
Name: James F. Conway III
Title: President
/s/ George Q. Nichols
--------------------------------
George Q. Nichols
(Corporate Seal)
Attest:
/s/ F.B. Lovely, Jr.
- -------------------------
Name: F.B. Lovely, Jr.
Title: Clerk
2
<PAGE> 1
Exhibit 10.L-2
--------------
COURIER CORPORATION
COURIER-CITIZEN COMPANY
COURIER COMPANIES, INC.
COURIER DELAWARE HOLDING CORPORATION
COURIER FOREIGN SALES CORPORATION LIMITED
COURIER INVESTMENT CORPORATION
COURIER KENDALLVILLE, INC.
COURIER PROPERTIES, INC.
COURIER STOUGHTON, INC.
COURIER WESTFORD, INC.
NATIONAL PUBLISHING COMPANY
COURIER NEW MEDIA, INC.
Dated as of: July 22, 1997
State Street Bank and Trust Company,
Individually and as Agent
225 Franklin Street
Boston, Massachusetts 02110
BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110
Re: Amendment No. 1 to Revolving Credit Agreement
---------------------------------------------
Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 18, 1997
(the "Agreement"), among COURIER CORPORATION, COURIER-CITIZEN COMPANY, COURIER
COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN SALES
CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE, INC.,
COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC.,
NATIONAL PUBLISHING COMPANY, and COURIER NEW MEDIA, INC. (each a "Borrower" and
collectively the "Borrowers"), STATE STREET BANK AND TRUST COMPANY, in its
capacity as a Bank ("SSB"), BANKBOSTON, N.A. (f/k/a The First National Bank of
Boston), in its capacity as a Bank ("BKB"; and together with SSB, the "Banks"),
and STATE STREET BANK AND TRUST COMPANY, in its capacity as agent for the Banks
(the "Agent").
<PAGE> 2
Terms used in this letter of agreement (this "Amendment") which are not
defined herein, but which are defined in the Agreement, shall have the same
respective meanings herein as therein.
We have requested you to make certain amendments to the Agreement. You
have advised us that you are prepared and would be pleased to make the
amendments so requested by us on the condition that we join with you in this
Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment, and fully intending to be
legally bound by this Amendment, we hereby agree with you as follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
Effective July 22, 1997, the Agreement is amended as follows:
(a) The term "Borrowers" shall, wherever used in the Agreement or any of
the other Loan Documents, be deemed to also mean and include Book-mart Press,
Inc., a Delaware corporation ("Bookmart"). It is the express understanding and
intention of the parties hereto that Bookmart shall hereafter be entitled to
make borrowings in accordance with the terms and conditions of the Agreement,
and shall hereafter be bound, on a joint and several basis, by all of the terms
and conditions of the Agreement, and all of the Obligations of the Borrowers
under (and as defined in) the Agreement, as if it was an original signatory
thereto, including, without limitation, the representations, warranties and
covenants contained therein and the obligation to repay all amounts owing under
the Agreement and the Notes in accordance with the respective terms thereof.
(b) Section 1.1.57 of the Agreement is amended to read in its entirety
as follows:
"1.1.57 "Revolving Loan Maximum Amount" means $30,000,000."
(c) The term "Loan Documents" shall, wherever used in the Agreement or
any of the other Loan Documents, be deemed to also mean and include Amendment
No. 1 to Revolving Credit Agreement, dated as of July 22, 1997, among the
Borrowers, the Banks, and the Agent.
(d) Section 2.5.1 of the Agreement is amended by adding the following
new sentence at the end thereof:
"Notwithstanding the foregoing, if at any time the Leverage Ratio
(as defined in Section 5.24 hereof) exceeds 2.0 to 1, as tested
quarterly based
-2-
<PAGE> 3
upon the quarterly financial information required to be delivered
pursuant to Sections 5.1(i) and 5.1(ii), then the Applicable Prime
Rate Margin and the Applicable Euroloan Margin in effect at such
time shall be increased by one-quarter of one percent (0.25%) and
such increase shall remain in effect until the Leverage Ratio is
less than or equal to 2.0 to 1 (and in any event, at least until the
next quarterly test). For purposes of determining the interest rate
for any Rate Period hereunder, any interest rate change shall be
effective five (5) days after the date on which the financial
statements required to be delivered pursuant to Sections 5.1(i) and
5.1(ii) are delivered to the Agent and the Banks, together with a
notice to the Agent (which shall be verified by the Agent)
specifying any change in the Applicable Prime Rate Margin and the
Applicable Euroloan Margin, and if the Borrowers have failed to
deliver the financial statements required to be delivered by them
pursuant to Sections 5.1(i) and 5.1(ii), the Applicable Prime Rate
Margin and the Applicable Euroloan Margin shall automatically be
increased to 0.75% and 1.50%, respectively, until such financial
statements are delivered.
It is further understood and agreed that if the Leverage Ratio
is greater than 2.50 to 1 at any time, such occurrence shall
constitute an Event of Default."
(e) Section 5.24 of the Agreement is amended to read in its entirety as
follows:
"5.24 DEBT TO WORTH RATIO. The Borrowers shall not cause or permit
the ratio of (i) total Consolidated Indebtedness to (ii) Tangible
Net Worth (the "Leverage Ratio") at the end of any fiscal quarter
of the Borrowers to be greater than 2.5 to 1."
(f) EXHIBIT A to the Agreement is amended: (i) by deleting each
reference to "$10,000,000" or "Ten Million Dollars ($10,000,000)"; and (ii) by
inserting in place thereof the following: "$15,000,000" or "Fifteen Million
Dollars ($15,000,000)," as the case may be.
ARTICLE II
AMENDMENT TO REVOLVING CREDIT NOTES
Effective July 22, 1997, the Revolving Credit Notes are amended as set
forth in the Allonges attached hereto as ANNEX 1 and ANNEX 2.
-3-
<PAGE> 4
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrowers jointly and severally represent and warrant to you as
follows:
(a) REPRESENTATIONS IN AGREEMENT. Each of the representations and
warranties made by the Borrowers to you in the Agreement was true, correct and
complete when made and is true, correct and complete on and as of the date
hereof with the same full force and effect as if each of such representations
and warranties had been made by the Borrowers on the date hereof and in this
Amendment (except to the extent that such representations and warranties relate
expressly to an earlier date).
(b) NO DEFAULTS OR EVENTS OF DEFAULT. No Event of Default, or any event
which, with the giving of notice or the passage of time, or both, would
constitute an Event of Default, exists on the date of this Amendment (after
giving effect to all of the arrangements and transactions contemplated by this
Amendment).
(c) BINDING EFFECT OF DOCUMENTS. This Amendment has been duly executed and
delivered to you by the Borrowers and is in full force and effect as of the date
hereof, and the agreements and obligations of the Borrowers contained herein
constitute the joint and several, and legal, valid and binding obligations of
the Borrowers enforceable against the Borrowers in accordance with their
respective terms.
ARTICLE IV
MISCELLANEOUS
This Amendment may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed an original, but all of which
together shall constitute one instrument. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto. Except to the extent specifically
amended and supplemented hereby, all of the terms, conditions and the provisions
of the Agreement, the Notes and each of the Loan Documents shall remain
unmodified, and the Agreement, the Notes and each of the Loan Documents, as
amended and supplemented by this Amendment, are confirmed as being in full force
and effect.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Amendment and return such
counterpart to the undersigned, together with the signed Allonges in the form of
ANNEX 1 and ANNEX 2, duly
-4-
<PAGE> 5
executed and certified authorizing resolutions, an officer's certificate to
which are attached the charter documents, bylaws and good standing certificate
of Book-mart Press, Inc., and a favorable legal opinion from your counsel,
whereupon this Amendment, as so accepted by you, shall become a binding
agreement among you and the undersigned.
Very truly yours,
THE BORROWERS:
COURIER CORPORATION
By: /s/ R. P. Story, Jr.
-------------------------------------------
Title: SR. V.P. and C.F.O.
COURIER CITIZEN COMPANY
By: /s/ R. P. Story, Jr.
-------------------------------------------
Title: SR. V.P. and C.F.O.
COURIER COMPANIES, INC.
By: /s/ R. P. Story, Jr.
-------------------------------------------
Title: TREASURER
COURIER DELAWARE HOLDING CORPORATION
By: /s/ George Q. Nichols
-------------------------------------------
Title: PRESIDENT
(Signatures on next page)
<PAGE> 6
COURIER FOREIGN SALES CORPORATION LIMITED
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: PRESIDENT
COURIER INVESTMENT CORPORATION
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
COURIER KENDALLVILLE, INC.
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
COURIER PROPERTIES, INC.
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
COURIER STOUGHTON, INC.
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
COURIER WESTFORD, INC.
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
(Signatures on next page)
<PAGE> 7
NATIONAL PUBLISHING COMPANY
By: /s/ George Q. Nichols
-----------------------------------------
Title: PRESIDENT
COURIER NEW MEDIA, INC.
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
BOOK-MART PRESS, INC.
By: /s/ R. P. Story, Jr.
-----------------------------------------
Title: TREASURER
The foregoing Amendment is hereby accepted by the undersigned as of
July 22, 1997.
THE BANKS:
STATE STREET BANK AND TRUST COMPANY
By: /s/ F. Andrew Beise
-----------------------------------------
Title: V.P.
BANKBOSTON, N.A. (f/k/a The First National
Bank of Boston)
By: /s/ Virginia Bennett
-----------------------------------------
Title: V.P.
<PAGE> 8
THE AGENT:
STATE STREET BANK AND TRUST COMPANY
By: /s/ F. Andrew Beise
-----------------------------------------
Title: V.P.
<PAGE> 9
ALLONGE TO REVOLVING CREDIT NOTE
$15,000,000.00 Dated as of: July 22, 1997
This Allonge is made by COURIER CORPORATION, COURIER-CITIZEN COMPANY,
COURIER COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN
SALES CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE,
INC., COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC.,
NATIONAL PUBLISHING COMPANY, and COURIER NEW MEDIA, INC., and BOOK-MART PRESS,
INC. (collectively, the "Borrowers"), to that certain Revolving Credit Note
dated March 18, 1997, in the face amount of $10,000,000 (as amended, the
"Note"), executed and delivered by the Borrowers to BankBoston, N.A., f/k/a The
First National Bank of Boston, (the "Bank") pursuant to the terms of a Revolving
Credit Agreement, dated as of March 18, 1997, among the Borrowers, the Bank, and
State Street Bank and Trust Company, Individually and as Agent (the "Loan
Agreement").
Effective on the day and year first above written, each reference in the
Note to "$10,000,000" or to "TEN MILLION DOLLARS ($10,000,000)" shall be deemed
to be a reference to "$15,000,000" or "FIFTEEN MILLION DOLLARS ($15,000,000),"
as the case may be.
The Borrowers hereby confirm their joint and several promise to pay as set
forth in the Note, and all other terms and conditions of the Note, as modified
by this Allonge.
All capitalized terms used herein but not defined herein shall have the
same meaning as set forth in the Note.
This Allonge shall become part of the Note, and although it is the intent
of the parties that this Allonge be affixed to the Note, this Allonge shall
continue in full force and effect even if it has not been so affixed.
(Signatures on next page)
<PAGE> 10
Executed as a sealed instrument as of the date first above written.
THE BORROWERS:
WITNESS: COURIER CORPORATION
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: TREASURER Title: SR. V.P. and C.F.O
WITNESS: COURIER CITIZEN COMPANY
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: SR. V.P. and C.F.O
WITNESS: COURIER COMPANIES, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER DELAWARE HOLDING CORPORATION
/s/ Lee E. Cochrane By: /s/ George Q. Nichols
- ---------------------------- ----------------------------
Title: Title: PRESIDENT
WITNESS: COURIER FOREIGN SALES CORPORATION LIMITED
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: TREASURER Title: PRESIDENT
WITNESS: COURIER INVESTMENT CORPORATION
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
(Signatures on next page)
<PAGE> 11
WITNESS: COURIER KENDALLVILLE, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER PROPERTIES, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER STOUGHTON, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER WESTFORD, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: NATIONAL PUBLISHING COMPANY
/s/ Lee E. Cochrane By: /s/ George Q. Nichols
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: PRESIDENT
WITNESS: COURIER NEW MEDIA, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: BOOK-MART PRESS, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
<PAGE> 12
ALLONGE TO REVOLVING CREDIT NOTE
$15,000,000.00 Dated as of: July 22, 1997
This Allonge is made by COURIER CORPORATION, COURIER-CITIZEN COMPANY,
COURIER COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN
SALES CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE,
INC., COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC.,
NATIONAL PUBLISHING COMPANY, and COURIER NEW MEDIA, INC., and BOOK-MART PRESS,
INC. (collectively, the "Borrowers"), to that certain Revolving Credit Note
dated March 18, 1997, in the face amount of $10,000,000 (as amended, the
"Note"), executed and delivered by the Borrowers to State Street Bank and Trust
Company (the "Bank"), pursuant to the terms of a Revolving Credit Agreement,
dated as of March 18, 1997, among the Borrowers, BankBoston, N.A., f/k/a The
First National Bank of Boston, and State Street Bank and Trust Company,
Individually and as Agent (the "Loan Agreement").
Effective on the day and year first above written, each reference in the
Note to "$10,000,000" or to "TEN MILLION DOLLARS ($10,000,000)" shall be deemed
to be a reference to "$15,000,000" or "FIFTEEN MILLION DOLLARS ($15,000,000),"
as the case may be.
The Borrowers hereby confirm their joint and several promise to pay as set
forth in the Note, and all other terms and conditions of the Note, as modified
by this Allonge.
All capitalized terms used herein but not defined herein shall have the
same meaning as set forth in the Note.
This Allonge shall become part of the Note, and although it is the intent
of the parties that this Allonge be affixed to the Note, this Allonge shall
continue in full force and effect even if it has not been so affixed.
(Signatures on next page)
<PAGE> 13
Executed as a sealed instrument as of the date first above written.
THE BORROWERS:
WITNESS: COURIER CORPORATION
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: TREASURER Title: SR. V.P. and C.F.O
WITNESS: COURIER CITIZEN COMPANY
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: TREASURER Title: SR. V.P. and C.F.O
WITNESS: COURIER COMPANIES, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER DELAWARE HOLDING CORPORATION
/s/ Lee E. Cochrane By: /s/ George Q. Nichols
- ---------------------------- ----------------------------
Title: Title: PRESIDENT
WITNESS: COURIER FOREIGN SALES CORPORATION LIMITED
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: TREASURER Title: PRESIDENT
WITNESS: COURIER INVESTMENT CORPORATION
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
(Signatures on next page)
<PAGE> 14
WITNESS: COURIER KENDALLVILLE, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER PROPERTIES, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER STOUGHTON, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: COURIER WESTFORD, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: NATIONAL PUBLISHING COMPANY
/s/ Lee E. Cochrane By: /s/ George Q. Nichols
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: PRESIDENT
WITNESS: COURIER NEW MEDIA, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
WITNESS: BOOK-MART PRESS, INC.
/s/ Lee E. Cochrane By: /s/ R. P. Story, Jr.
- ---------------------------- ----------------------------
Title: ASST. TREASURER Title: TREASURER
<PAGE> 1
Exhibit 11
----------
COURIER CORPORATION
EXHIBIT 11
COMPUTATION OF PER SHARE EARNING
1997 1996 1995
---------- ---------- ----------
Average shares outstanding (1) 2,005,000 2,021,000 1,980,000
Common equivalent shares (2) 42,000 51,000 35,000
---------- ---------- ----------
2,047,000 2,072,000 2,015,000
========== ========== ==========
Net income $4,316,000 $2,550,000 $5,230,000
Net income per share (3) $ 2.11 $ 1.23 $ 2.60
(1) Computed as weighted average (including ESOP shares allocated to
participants)
(2) 1993 and 1983 Stock Option Plans and Directors' Option Plan
(3) Primary earnings per share (fully diluted earnings per share are not
materially different)
<PAGE> 1
Exhibit 21
----------
COURIER CORPORATION
SUBSIDIARIES OF REGISTRANT
EXHIBIT 21
Registrant has the following subsidiaries:
<TABLE>
<CAPTION>
------------
--------------- % OWNED
- -------------------------------------- ------------------------------ JURISDICTION OF BY IMMEDIATE
NAME IMMEDIATE PARENT INCORPORATION PARENT
- -------------------------------------- ------------------------------ --------------- ------------
<S> <C> <C> <C>
Courier-Citizen Company Courier Corporation Massachusetts 100%
Courier Investment Corporation Courier Corporation Massachusetts 100%
Book-mart Press, Inc. Courier Corporation New Jersey 100%
The Home School, Inc. Courier Corporation Massachusetts 100%
Courier Westford, Inc. Courier Delaware Holding Corp. Massachusetts 100%
National Publishing Company Courier Delaware Holding Corp. Pennsylvania 100%
Courier Stoughton, Inc. Courier Delaware Holding Corp. Massachusetts 100%
Courier Companies, Inc. Courier Delaware Holding Corp. Massachusetts 100%
Courier Kendallville, Inc. Courier Delaware Holding Corp. Indiana 100%
Courier New Media, Inc. Courier Delaware Holding Corp. Massachusetts 100%
Courier Foreign Sales Corporation Ltd. National Publishing Company Jamaica 99%
Courier Delaware Holding Corp. Courier-Citizen Company Delaware 100%
Courier Properties, Inc. Courier-Citizen Company Massachusetts 100%
</TABLE>
<PAGE> 1
Exhibit 23
----------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-03201 of Courier Corporation on Form S-8 of our report dated November 6,
1997, appearing in this Annual Report on Form 10-K of Courier Corporation and
subsidiaries for the fiscal year ended September 27, 1997.
/s/ Deloitte & Touche LLP
-------------------------
Boston, Massachusetts
December 12, 1997
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Courier Corporation on Form S-8 (File No. 333-03201), of our report dated
November 9, 1995 on our audit of the consolidated statements of income, cash
flows and changes in stockholders' equity of Courier Corporation, and the
financial statement schedule, included in the Company's Annual Report on Form
10-K for the year ended September 30, 1995.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000025212
<NAME> COURIER CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-27-1997
<PERIOD-START> SEP-29-1996
<PERIOD-END> SEP-27-1997
<CASH> 27
<SECURITIES> 0
<RECEIVABLES> 25,919<F1>
<ALLOWANCES> 1,242
<INVENTORY> 9,695
<CURRENT-ASSETS> 38,063
<PP&E> 99,340
<DEPRECIATION> 62,398
<TOTAL-ASSETS> 89,643
<CURRENT-LIABILITIES> 23,975
<BONDS> 0
0
0
<COMMON> 4,500
<OTHER-SE> 37,248<F2>
<TOTAL-LIABILITY-AND-EQUITY> 89,643
<SALES> 131,433
<TOTAL-REVENUES> 131,433
<CGS> 103,342
<TOTAL-COSTS> 103,342
<OTHER-EXPENSES> 20,978
<LOSS-PROVISION> 242
<INTEREST-EXPENSE> 867
<INCOME-PRETAX> 6,004
<INCOME-TAX> 1,688
<INCOME-CONTINUING> 4,316
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,316
<EPS-PRIMARY> 2.11
<EPS-DILUTED> 2.11
<FN>
<F1>Receivables are net of allowances for uncollectible accounts.
<F2>Other SE includes treasury stock.
</FN>
</TABLE>
