<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 25, 1999
----------------------------------------
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
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COURIER CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2502514
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15 Wellman Avenue, North Chelmsford, Massachusetts 01863
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(978) 251-6000
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(Registrant's telephone number, including area code)
NO CHANGE
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 1, 2000
- ---------------------------------- -----------------------------------------
Common Stock, $1 par value 3,260,557 shares
Page 1 of 12
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COURIER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
December 25, September 25,
ASSETS 1999 1999
- ------ --------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $32 $3,460
Accounts receivable, less allowance
for uncollectible accounts 35,053 31,388
Inventories (Note B) 15,540 12,232
Deferred income taxes 1,903 1,915
Other current assets 412 271
--------------- -------------
Total current assets 52,940 49,266
Property, plant and equipment, less
accumulated depreciation: $77,500
at December 25, 1999 and $75,689
at September 25, 1999 30,306 30,628
Real estate held for sale or lease, net 339 344
Goodwill and other intangibles, net 10,585 10,750
Other assets 547 524
--------------- -------------
Total assets $94,717 $91,512
=============== =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 2 of 12
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COURIER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
December 25, September 25,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1999
- ------------------------------------ --------------- --------------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $338 $338
Accounts payable 12,825 11,644
Accrued payroll 3,165 5,173
Accrued taxes 5,743 5,162
Other current liabilities 6,839 5,034
-------------- --------------
Total current liabilities 28,910 27,351
Long-term debt 1,611 1,193
Deferred income taxes 2,545 2,693
Other liabilities 2,332 2,716
-------------- --------------
Total liabilities 35,398 33,953
-------------- --------------
Stockholders' equity:
Preferred stock, $1 par value - authorized
1,000,000 shares; none issued
Common stock, $1 par value - authorized
6,000,000 shares; issued 3,750,000 shares 3,750 3,750
Additional paid-in capital 1,449 1,258
Retained earnings 58,264 56,486
Unearned compensation (236) -
Treasury stock, at cost: 502,000 shares
at December 25, 1999 and 517,000
shares at September 25, 1999 (3,908) (3,935)
-------------- --------------
Total stockholders' equity 59,319 57,559
-------------- --------------
Total liabilities and stockholders' equity $94,717 $91,512
============== ==============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3 of 12
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COURIER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
December 25, December 26,
1999 1998
------------ ------------
<S> <C> <C>
Net sales $45,143 $39,301
Cost of sales 34,059 29,963
---------- ------------
Gross profit 11,084 9,338
Selling and administrative expenses 7,648 7,003
Interest expense 84 135
---------- ------------
Income before taxes 3,352 2,200
Provision for income taxes (Note C) 1,183 780
---------- ------------
Net income $2,169 $1,420
========== ============
Net income per share (Note D):
Basic $0.67 $0.45
========== ============
Diluted $0.65 $0.43
========== ============
Cash dividends declared per share $0.12 $0.105
========== ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4 of 12
<PAGE>
COURIER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
December 25, December 26,
1999 1998
----------- ------------
<S> <C> <C>
Cash provided from (used for) operating activities ($1,914) $12
----------- ------------
Investment activities:
Capital expenditures (1,490) (254)
----------- ------------
Cash used for investment activities (1,490) (254)
----------- ------------
Financing activities:
Scheduled long-term debt repayments (82) (75)
Increase in long-term borrowings 500 -
Cash dividends (391) (333)
Proceeds from stock plans 63 122
Stock repurchase (114) -
----------- ------------
Cash used for financing activities (24) (286)
----------- ------------
Decrease in cash and cash equivalents (3,428) (528)
Cash and equivalents at the beginning of the period 3,460 722
----------- ------------
Cash and equivalents at the end of the period $32 $194
=========== ============
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
Page 5 of 12
<PAGE>
COURIER CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
UNAUDITED FINANCIAL STATEMENTS
The balance sheet as of December 25, 1999, the statements of
income for the three-month periods ended December 25, 1999 and December
26, 1998, and the statements of cash flows for the three-month periods
ended December 25, 1999 and December 26, 1998 are unaudited and, in the
opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been recorded. Such
adjustments consisted only of normal recurring items.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The balance sheet
data as of September 25, 1999 was derived from audited year-end
financial statements, but does not include disclosures required by
generally accepted accounting principles. It is suggested that these
interim financial statements be read in conjunction with the Company's
most recent Form 10-K and Annual Report for the year ended September
25, 1999.
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (as amended by SFAS No.
137 in June 1999), which will be effective in the Company's fiscal year
ending September 29, 2001. The Company is currently evaluating the
impact, if any, that the adoption of this new standard will have on the
consolidated financial statements.
B. INVENTORIES
Inventories are valued at the lower of cost or market using the
last-in, first-out (LIFO) method for most inventories. Inventories
consisted of the following:
(000'S OMITTED)
<TABLE>
<CAPTION>
December 25, September 25,
1999 1999
------------ -------------
<S> <C> <C>
Raw materials $ 4,395 $ 2,945
Work in process 7,866 5,899
Finished goods 3,279 3,388
--------- ---------
Total inventories $ 15,540 $12,232
========= =========
</TABLE>
Page 6 of 12
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COURIER CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
C. INCOME TAXES
The statutory federal tax rate is 34%. The total tax provision
differs from that computed using the statutory federal tax rate for
the following reasons:
<TABLE>
<CAPTION>
(000'S OMITTED)
THREE MONTHS ENDED
------------------
December 25, December 26,
1999 1998
---------- ----------
<S> <C> <C>
Federal income taxes at
statutory rate $1,140 $ 748
State income taxes, net 97 42
Goodwill amortization 43 43
Export related income (104) (56)
Other 7 3
--------- ------
Total provision $1,183 $ 780
========= =======
</TABLE>
D. NET INCOME PER SHARE
Following is a reconciliation of the shares used in the calculation of basic and
diluted net income per share. Potentially dilutive shares, calculated using the
treasury stock method, consist of shares issued under the Company's stock option
plans.
<TABLE>
<CAPTION>
(000'S OMITTED)
THREE MONTHS ENDED
-------------------------------------
December 25, December 26,
1999 1998
------------ ------------
<S> <C> <C>
Average shares outstanding for basic 3,254 3,179
Effect of potentially dilutive shares 91 139
-------- ------
Average shares outstanding for diluted 3,345 3,318
===== ========
</TABLE>
Page 7 of 12
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COURIER CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
E. BUSINESS SEGMENTS
The Company operates in one primary business segment, book
manufacturing, with a second smaller business segment in customized
education. The book manufacturing segment offers services from
preparation, production, media replication, kitting and packaging
through storage and distribution for education, religious and consumer
book publishers. The customized education segment responds to the
demand for increased choice in the way educational information is
received and used. Operations include The Home School, a direct
marketer of educational materials to families engaged in home-based
learning, and Copyright Management Services, a provider of customized
college coursepacks.
In evaluating segment performance, management primarily focuses on
income or loss before taxes and non-operating items such as gains or
losses from asset disposals. Intersegment sales are not significant.
Corporate expenses which are allocated to the segments include various
support functions such as information technology services, finance,
human resources and engineering, and includes depreciation and
amortization expense related to corporate assets.
The following table provides segment information for the three month
periods ended December 25, 1999 and December 26, 1998:
<TABLE>
<CAPTION>
Book Customized Total
Manufacturing Education Company
------------- --------- -------
<S> <C> <C> <C>
FIRST QUARTER FISCAL 2000
Net sales $44,734 $409 $45,143
Earnings (loss) before income 4,126 (774) 3,352
taxes
FIRST QUARTER FISCAL 1999
Net sales $38,981 $320 $39,301
Earnings (loss) before income 3,048 (848) 2,200
taxes
</TABLE>
Page 8 of 12
<PAGE>
ITEM 2. COURIER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Sales in the first quarter of fiscal 2000 increased 15% to $45.1 million
compared to $39.3 million in the first quarter of fiscal 1999. Sales from the
Company's core book manufacturing segment were up 15% to $44.7 million for the
quarter primarily due to continued growth in sales to religious and educational
publishing customers as well as a sharp increase in sales to specialized trade
publishing customers including increased paper sales to these customers. Sales
from the Company's customized education segment grew more than 25% during the
first quarter to $0.4 million. Revenues from the customized education segment
are highly seasonal with the Company's fourth quarter historically representing
the period of highest market demand.
Gross profit increased to $11.1 million, or 24.6% of sales, in the first quarter
compared to $9.3 million, or 23.8% of sales, in the same period last year. The
increase in gross profit reflects the impact of the increased sales volume as
well as gains in productivity.
Selling and administrative expenses increased to $7.6 million in the first three
months of fiscal 2000 from $7.0 million in the same period last year due largely
to expenses directly related to the increase in profitability. As a percentage
of sales, selling and administrative expenses decreased to 16.9% in the first
quarter compared to 17.8% of sales in the corresponding period last year.
Interest expense was $84,000 in the first quarter of fiscal 2000 compared to
$135,000 in the first three months of fiscal 1999, reflecting a reduction in
average borrowings of approximately $3.4 million.
The Company's effective tax rate of 35% for the first quarter of fiscal 2000 was
comparable to the same period last year as a higher effective state tax rate was
offset by an increased benefit from export related income.
Net income for the first quarter of fiscal 2000 was approximately $2.2
million, up 53% over last year's first quarter earnings of approximately $1.4
million. Net income per share on a diluted basis increased 51% to $.65 per
share compared to $.43 per share for the corresponding period last year.
Pretax earnings from the Company's core book manufacturing operations
increased to $4.1 million, 35% over last year's first quarter, reflecting
increased sales volume and higher levels of productivity. The Company's
customized education segment reduced first quarter pretax earnings by $0.8
million, or $.15 per diluted share compared to a reduction of $.17 per
diluted share for the same period last year. Revenues and related earnings
for the customized education segment are highly seasonal and are expected to
increase in the fourth fiscal quarter which coincides with the months of
highest market demand.
For purposes of computing diluted net income per share, weighted average shares
outstanding increased by approximately 27,000 shares over last year's first
quarter. The increase was largely due to options exercised and grants issued
under the Company's stock plans.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (as amended by SFAS No. 137 in June 1999), which will
be effective in the Company's fiscal year ending September 29, 2001. The
Company is currently evaluating the impact, if any, that the adoption of this
new standard will have on the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES:
During the first three months of fiscal 2000, operations used approximately $1.9
million of cash. Net income was $2.2 million and depreciation and amortization
were $2.0 million. Working capital utilized approximately $5.6 million of cash
in the first quarter due to increases in both accounts receivable and
inventories related to increased sales volume and work-in-process inventories as
well as increased paper inventories associated with Year 2000 contingency
planning.
Investment activities in the first three months of fiscal 2000 used
approximately $1.5 million of cash for capital expenditures. For the entire
fiscal year, capital expenditures are expected to be approximately
Page 9 of 12
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COURIER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):
$13 to $15 million. The Company's Raymond, New Hampshire facility, which had
been leased through June 1996, continues to be vacant pending sale or lease. In
addition, the Company intends to sell the unoccupied and underutilized portions
of its multi-building manufacturing complex in Westford, MA, which would result
in reductions in building operating costs while maintaining current levels of
book manufacturing at the site. In January 2000, the Company signed an agreement
to sell this property, but a number of significant contingencies exist. Assuming
the contingencies can be resolved, closing is scheduled for the second quarter
of fiscal 2001.
Financing activities for the first quarter of fiscal 2000 included an increase
in long-term borrowings of approximately $0.4 million. In addition, dividend
payments were approximately $0.4 million. At December 25, 1999, the Company had
borrowings of $0.5 million under its $30 million long-term revolving credit
facility.
YEAR 2000 ISSUE:
THE STATEMENTS IN THE FOLLOWING SECTION INCLUDE "YEAR 2000 READINESS DISCLOSURE"
WITHIN THE MEANING OF THE YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT.
Historically, many computer programs were written using two digits rather than
four to specify the year. Such software may recognize the year 2000 as "00"
which could result in computer system failures or miscalculations, commonly
referred to as the Year 2000 (Y2K) issue. The Company recognizes the need to
ensure that its operations will not be adversely impacted by a Year 2000
software failure. Incomplete or untimely resolution of the Y2K issue by the
Company, key suppliers, customers and other parties could have a material
adverse effect on the Company's results of operations, financial condition and
cash flows. The Company established a Year 2000 Management Task Force to address
the Y2K issue. This Task Force coordinated efforts to identify, assess and
implement changes to information technology ("IT") systems and operational
systems such as presses and binders, telecommunications equipment, building
security and environmental controls, and is continuing to evaluate the Y2K
readiness of key suppliers, customers and other parties. To date, the Company
has not experienced any problems of consequence related to the Y2K issue.
The cost to the Company of achieving Y2K compliance was approximately $1.6
million, of which approximately half was for capital expenditures, primarily for
new IT systems. The Company has not incurred any significant Y2K costs in fiscal
2000. The Y2K costs were funded through operating cash flows. The Company did
not separately track internal costs incurred for the Y2K project, particularly
the payroll costs of its engineering and information technology groups.
FORWARD-LOOKING INFORMATION:
Statements that describe future expectations, plans or strategies are considered
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995 and releases issued by the Securities
and Exchange Commission. The words "believe," "expect," "anticipate," "intend,"
"estimate" and other expressions which are predictions of or indicate future
events and trends and which do not relate to historical matters identify
forward-looking statements. 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, consolidation among customers or competitors, success in
the integration of acquired businesses, Year 2000 issues, and general changes in
economic conditions. Although the Company believes that the assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could be inaccurate, and therefore, there can be no assurance that the
forward-looking statements will prove to be accurate. 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.
Page 10 of 12
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COURIER CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information concerning the
Company's "Quantitative and Qualitative Disclosures About Market Risk" as
previously reported in the Company's Annual Report on Form 10-K for the year
ended September 25, 1999.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None.
Page 11 of 12
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SIGNATURES
Pursuant to the requirements 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.
COURIER CORPORATION
-------------------
(REGISTRANT)
February 7, 2000 By: /s/James F. Conway III
---------------- ----------------------
Date James F. Conway III
Chairman, President and
Chief Executive Officer
February 7, 2000 By: /s/Robert P. Story, Jr.
---------------- -----------------------
Date Robert P. Story, Jr.
Senior Vice President and
Chief Financial Officer
February 7, 2000 By: /s/Peter M. Folger
---------------- ------------------
Date Peter M. Folger
Vice President and
Chief Accounting Officer
Page 12 of 12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> SEP-26-1999
<PERIOD-END> DEC-25-1999
<CASH> 32
<SECURITIES> 0
<RECEIVABLES> 35,053<F1>
<ALLOWANCES> 976
<INVENTORY> 15,540
<CURRENT-ASSETS> 52,940
<PP&E> 107,806
<DEPRECIATION> 77,500
<TOTAL-ASSETS> 94,717
<CURRENT-LIABILITIES> 28,910
<BONDS> 0
0
0
<COMMON> 3,750
<OTHER-SE> 55,569<F2>
<TOTAL-LIABILITY-AND-EQUITY> 94,717
<SALES> 45,143
<TOTAL-REVENUES> 45,143
<CGS> 34,059
<TOTAL-COSTS> 34,059
<OTHER-EXPENSES> 7,610
<LOSS-PROVISION> 38
<INTEREST-EXPENSE> 84
<INCOME-PRETAX> 3,352
<INCOME-TAX> 1,183
<INCOME-CONTINUING> 2,169
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,169
<EPS-BASIC> 0.67
<EPS-DILUTED> 0.65
<FN>
<F1>ACCOUNTS RECEIVABLE ARE NET OF ALLOWANCES.
<F2>OTHER SE INCLUDES TREASURY STOCK.
</FN>
</TABLE>
