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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
Commission File Number 0-2604
GENERAL BINDING CORPORATION
(Exact name of registrant as specified in its charter)
36-0887470
(I.R.S. Employer Identification No.)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
ONE GBC PLAZA,
NORTHBROOK, ILLINOIS 60062
(Address of Principal Executive Offices, Including Zip Code)
(847) 272-3700
(Registrant's Telephone Number, Including Area Code)
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 close of the latest practicable date.
OUTSTANDING AT
CLASS APRIL 30, 1998
Common Stock $.125 par value 13,318,278
Class B - Common Stock $.125 par value 2,398,275
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GENERAL BINDING CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
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<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 1998
and December 31, 1997 2
Condensed Consolidated Statements of Income for the Three
Months ended March 31, 1998 and 1997 3
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1997 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000'S OMITTED)
<TABLE>
<CAPTION>
MARCH 31,
1998 DECEMBER 31,
(unaudited) 1997
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<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 13,347 $ 3,753
Receivables, net 184,499 160,787
Inventories --
Raw materials 46,858 53,082
Work in process 10,357 12,693
Finished goods 111,478 77,794
-------------- ---------------
Total inventories 168,693 143,569
Deferred tax assets 7,737 9,323
Other 17,963 10,313
-------------- ---------------
Total current assets 392,239 327,745
Property, plant and equipment 205,110 190,441
Less - accumulated depreciation (78,991) (77,020)
-------------- ---------------
Net property, plant and equipment 126,119 113,421
Other long-term assets:
Cost in excess of fair value of assets of acquired companies,
net of amortization 298,006 204,543
Other 53,025 47,205
-------------- ---------------
Total assets $ 869,389 $ 692,914
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 70,271 $ 40,247
Current maturities of long-term debt 691 722
Accounts payable 57,028 42,979
Accrued liabilities 71,446 68,154
-------------- ---------------
Total current liabilities 199,436 152,102
-------------- ---------------
Long-term debt 450,023 324,070
Other long-term liabilities 12,398 11,368
Deferred tax liabilities 14,161 14,331
Stockholders' Equity
Common stock 1,962 1,962
Class B common stock 300 300
Additional paid-in capital 10,148 9,708
Cumulative translation adjustment (7,046) (6,108)
Retained earnings 213,754 208,394
Treasury stock (25,747) (23,213)
-------------- ---------------
Total stockholders' equity 193,371 191,043
-------------- ---------------
Total liabilities and stockholders' equity $ 869,389 $ 692,914
============== ===============
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(000'S OMITTED, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
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<S> <C> <C>
Net Sales $ 213,944 $ 180,505
Cost of sales, including development and engineering 122,004 104,569
Selling, service and administrative 69,664 57,333
Amortization of goodwill and related intangibles 2,470 1,629
------------ -------------
Operating income 19,806 16,974
Interest expense 7,472 5,228
Other expense, net 509 460
------------ -------------
Income before taxes 11,825 11,286
Income taxes 4,730 4,514
------------ -------------
Net income 7,095 6,772
============ =============
Net income per common share
Basic $ 0.45 $ 0.43
Diluted 0.45 $ 0.43
Weighted average number of common shares outstanding
Basic 15,761 15,761
Diluted 15,878 15,927
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000'S OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------
MARCH 31, MARCH 31,
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net Income $ 7,095 $ 6,772
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,021 7,016
(Decrease) increase in non-current deferred taxes (170) (77)
Provision for doubtful accounts 392 601
(Increase) in other long term assets (3,466) (1,334)
Other 357 215
Changes in current assets and liabilities:
(Increase) in receivables (4,033) (10,264)
(Increase) decrease in inventories 4,001 (4,349)
(Increase) in other current assets (5,039) (5,162)
(Increase) decrease in deferred tax assets 1,558 (415)
Increase (decrease) in accounts payable and accrued expenses (5,602) (2,369)
Increase in taxes on income 1,365 1,792
Increase in deferred income on service agreements 168 236
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Net cash provided by (used in) operating activities 4,647 (7,338)
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Cash flows from investing activities:
Capital expenditures (6,385) (6,219)
Proceeds from sale of plant and equipment 42 -
Payments for acquisitions, net of cash acquired (137,983) (214,999)
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Net cash (used in ) investing activities (144,326) (221,218)
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Cash flows from financing activities:
Increase (decrease) in notes payable 30,274 19,159
Payments of long term debt (104) -
Long term borrowings 122,888 212,000
Increase (decrease) in current portion of
long-term obligations (1) 88
Dividends paid (1,736) (1,735)
Purchases of treasury stock (2,601) (517)
Proceeds from the exercise of stock options 509 539
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Net cash provided by financing activities 149,229 229,534
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Effect of exchange rates on cash 44 (255)
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Net increase in cash & cash equivalents 9,594 723
Cash and cash equivalents at the beginning of year 3,753 6,721
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Cash and cash equivalents at the end of the period $ 13,347 $ 7,444
============= ===========
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for:
Interest $ 6,891 $ 2,952
Income taxes, net of refunds 4,239 4,123
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
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GENERAL BINDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of General
Binding Corporation and its subsidiaries ("GBC" or the "Company"). These
financial statements have been prepared by the Company, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures included in these condensed consolidated financial statements are
adequate to make the information presented not misleading. It is suggested
that these condensed consolidated financial statements be read in conjunction
with the financial statements and the notes thereto included in the Company's
1997 Annual Report on Form 10-K. In the opinion of the Company, all
adjustments necessary to present fairly the financial position of GBC and
Subsidiaries as of March 31, 1998 and December 31, 1997, and the results of
their operations for the three months ended March 31, 1998 and 1997 have been
included. Operating results for any interim period are not necessarily
indicative of results that may be expected for the full year.
(2) LONG-TERM DEBT
Long-term debt consists of the following at March 31, 1998 and December 31,1997
- - outstanding borrowings denominated in foreign currencies have been converted
to U.S. Dollars (000 omitted):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
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REVOLVING CREDIT FACILITY
Classified as long-term on the basis of the Company's
intention to refinance these borrowings
U.S. dollar borrowings - (weighted average floating
interest rate 6.43% at March 31, 1998 and
6.61% at December 31, 1997) $351,000 $302,400
British pounds borrowings - floating interest rate of
8.25% at March 31, 1998 13,648 -
Dutch guilder borrowings - (floating interest rate
4.20% at March 31, 1998 and 4.22% at
December 31, 1997) 5,570 4,728
INTERNATIONAL CREDIT AGREEMENT
Australian dollar borrowings - due July 2000
(floating interest rate 6.30% at March 31, 1998
and 6.68% at December 31, 1997 2,715 2,722
</TABLE>
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<TABLE>
<S> <C> <C>
INDUSTRIAL REVENUE/DEVELOPMENT BONDS
Industrial Revenue Bond - due annually from July 1994
to July 2008 (floating interest rate 3.95% at
March 31, 1998 and 4.60% at December 31, 1997) 1,750 1,750
Industrial Revenue Bond - due annually from
June 2002 to June 2006 (floating
interest rate 3.80% at March 31, 1998
and 4.20% at December 31, 1997) 1,056 1,050
Industrial Development Bond - maturity date,
March, 2026 (floating interest rate 3.80% at
March 31, 1998 and 3.95% at December 31, 1997) 7,510 7,510
Industrial Revenue Bond - due semiannually
October 1997 to October 1999 (floating interest rate
6.88% at March 31, 1998 and December 31, 1997) 200 200
Industrial Revenue Bond - Irish punt borrowing, due
September 2000 (floating interest rate 6.75%
at March 31, 1998 and December 31, 1997) 304 365
NOTES PAYABLES
Note Payable-Lane Industries, Inc. due April 2002
(floating interest rate of 7.78% at
March 31, 1998) 60,000 -
Note Payable, Dutch guilder borrowing -
due monthly from November 1994 to
October 2004 (fixed interest rate 8.85% at
March 31, 1998 and December 31, 1997) 1,593 1,711
Note Payable, Dutch guilder borrowing - due
June 2000 (fixed interest rate of 7.05% at
March 31, 1998 and at December 31, 1997) 1,588 1,634
Notes Payables - various (weighted average floating
interest rate of 10.9% at March 31, 1998) 3,089 -
-------- --------
Total Long-Term Debt $450,023 $324,070
======== ========
</TABLE>
(3) COMPREHENSIVE INCOME
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income was adopted during the first quarter 1998. This statement
established guidelines for the reporting and display of comprehensive income
and its components in financial statements. The currency translation
adjustment is the Company's only item which will be classified as comprehensive
income.
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Companies are required to report total comprehensive income for interim periods
beginning the first quarter of 1998. Comprehensive income was $6,157,000 and
$4,662,000 for the first quarter of 1998 and 1997, respectively.
(4) NEW ACCOUNTING STANDARDS
The Company will adopt SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information" effective with year-end reporting. This
statement will require the Company to present information in the notes to the
financial statements regarding reportable operating segments using the same
basis as is used for internally evaluating segment performance and deciding how
to allocate resources to segments. The Company is currently evaluating the
requirements of this standard and, upon adoption, may disclose more than one
reportable segment.
(5) EARNINGS PER SHARE
SFAS No. 128 "Earnings Per Share" was adopted by the Company in the fourth
quarter of 1997 and supersedes the Company's previous standards for computing
net income per share under APB Opinion No. 15. The new standard requires dual
presentation of net income per common share and net income per common share,
assuming dilution, on the face of the income statement. All prior year per
share data for 1997 has been restated in accordance with the new standard. In
accordance with SFAS No. 128, net income per common share was computed as
follows (000 omitted, except per share amounts):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDING
MARCH 31, MARCH 31,
1998 1997
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<S> <C> <C>
(A) Net income available to common shareholders $ 7,095 $ 6,772
========= ==========
(B) Weighted average number of common shares outstanding 15,761 15,761
Additional common shares issuable under employee
stock options using the treasury stock method 117 166
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(C) Weighted average number of common shares
outstanding assuming the exercise of stock options 15,878 15,927
========= ==========
Net income per common share (A) / (B) $0.45 $0.43
========= ==========
Net income per common share, assuming dilution (A) / (C) $0.45 $0.43
========= ==========
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATION
The following narrative discusses the results of operations, liquidity and
capital resources for the Company on a consolidated basis. This section should
be read in conjunction with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained therein.
FORWARD LOOKING STATEMENTS
Certain statements under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Report
constitute "forward looking statements" within the meaning of Section 21E(I)
(1) of the Exchange Act. Such forward-looking statements involve known and
unknown risks and uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
than future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
following: competition within the office products and lamination film products
markets, the effects of economic conditions, the issues associated with the
acquisition and integration of recently acquired operations, including Ibico AG
("Ibico"), operating risks, the ability of the Company's distributors to
successfully market and sell the Company's products, the ability of the Company
to obtain capital to finance planned growth, the availability and price of raw
materials, dependence on certain suppliers of manufactured products, the effect
of consolidation in the office products industry and other factors indicated in
the Company's registration statements and reports filed with the SEC. These
important factors may also cause the forward-looking statements made by the
Company in this Report, including but not limited to those contained under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" to be materially different from the actual results
achieved by the Company. In light of these and other uncertainties, the
inclusion of a forward-looking statements herein should not be regarded as a
representation by the Company that the Company's plans and objectives will be
achieved.
RESULTS OF OPERATIONS
Net sales for the first quarter of 1998 totaled $213.9 million, an increase of
18.5% over the first quarter of 1997. The Company's first quarter results
include the results of Ibico from the date of acquisition, February 27, 1998.
Excluding the acquisition of Ibico, GBC's sales were $202.7 million, an
increase of 12.3% over the first quarter of 1997. The first quarter 1998
sales increase was primarily due to increased sales of personal shredders and
writing boards through the Company's Office Products Group. Sales of writing
boards in the first quarter of 1998 benefited from the Company's acquisitions
of Baker, Visucom and Allfax.
Gross profit margin improved in the first quarter of 1998 to 43.0% compared to
42.1% in the first quarter of 1997. The improvement in gross margin was due
principally to higher margins achieved in the Company's commercial laminating
business and the Office Products Group.
Selling, service, and administrative expenses increased 21.5% in the first
quarter of 1998 compared to the first quarter of 1997, primarily due to
increased sales resulting in higher related selling expenses. As a percentage
of sales, selling, service and administrative expenses increased to 32.5% in
1998 from 31.8% in the first quarter of 1997, principally due to higher rebate
programs for certain customers. Amortization of goodwill and intangibles
increased to $2.5 million in the first quarter of 1998 compared to $1.6 million
in the first quarter of 1997 due to acquisitions.
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Interest expense for the first quarter of 1998 increased to $7.5 million,
compared to $5.2 million in 1997. The primary reason for the increase was
higher average debt levels as a result of the financing of the Ibico, Baker and
Allfax acquisitions.
As a result of the factors described above, net income for the first quarter of
1998 was $7.1 million or $0.45 per share, versus $6.8 million, or $0.43 per
share in the first quarter of 1997. The inclusion of Ibico's first quarter
results had a dilutive effect on earnings of approximately $0.02 per share.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements for operations, acquisitions and capital
expenditures during the first quarter of 1998 were financed by internally
generated cash flow and borrowings under the Company's revolving credit
facilities, short-term borrowings from banks and a $60.0 million borrowing from
Lane Industries, Inc., the Company's majority shareholder.
Net cash generated from operating activities was $4.6 million for the first
quarter of 1998, compared to cash used of $7.3 million for the first quarter of
1997. The favorable swing in 1998 was due primarily to a reduction in
inventory and slower growth in receivables. The unfavorable cash flow during
the first quarter of 1997 resulted from higher levels of receivables,
inventories and advances on product purchased from overseas vendors.
Capital expenditures during the first quarter of 1998 were $6.1 million,
compared to $4.4 million in the first quarter of 1997. Major expenditures in
1998 include the investments associated with the Company's new custom supplies
facility in Wisconsin and new document finishing facility in Illinois.
Cash dividends paid during the first quarter of both 1998 and 1997 were $0.11
per share, respectively.
As of March 31, 1998, the Company had access to various U.S. and international
credit facilities including a multicurrency revolving credit facility (the
"Revolving Credit Facility') with a group of international banks providing for
up to $475 million of unsecured revolving credit borrowings through January
2002. The revolving credit facility, established on January 13, 1997 contains,
among other things, certain restrictive covenants which require the Company to
maintain certain ratios regarding current assets and liabilities, leverage and
interest coverage. As of March 31, 1998, the Company had $370.2 million
outstanding under the revolving facility.
As of March 31, 1998, the Company also had access to a credit facility from
Lane Industries, Inc. maturing April 2002 that allowed the Company to borrow up
to $100.0 million at any time prior to April 30, 1998. The facility,
established in February 1998 contains certain covenants which, in aggregate,
are less restrictive than those covenants made by the Company under the
Revolving Credit Facility, and are subordinated to any other indebtedness of
the Company. As of March 31, 1998, $60.0 million was outstanding under this
facility.
The Company believes that funds generated from operations combined with
existing credit facilities are sufficient to meet currently anticipated capital
and operating requirements.
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PART II. OTHER INFORMATION
Item 5: Exhibits
(a) Exhibits: None
(b) Reports on Form 8-K:
The Company filed a Form 8-K on January 9, 1998 to report the following
information:
On January 8, 1998 GBC announced that its planned acquisition of Ibico, based
in Zurich, Switzerland had been delayed as a result of a request for additional
information concerning the proposed acquisition from the Antitrust Division of
the United States Department of Justice.
The Company filed a Form 8-K on March 3, 1998 to report the following
information:
On February 27, 1998, GBC announced that it had completed the acquisition of
Ibico, a privately-held manufacturer and marketer of document binding and
laminating products.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL BINDING CORPORATION
AND SUBSIDIARIES
By /s/ William R. Chambers, Jr.
------------------------------
William R. Chambers, Jr.
Vice President and
Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Notes and Accounts Receivables trade are stated net of allowances for doubtful
accounts and sales returns.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 13,347
<SECURITIES> 0
<RECEIVABLES> 184,499
<ALLOWANCES> 0
<INVENTORY> 168,693
<CURRENT-ASSETS> 392,239
<PP&E> 205,110
<DEPRECIATION> 78,991
<TOTAL-ASSETS> 869,389
<CURRENT-LIABILITIES> 199,436
<BONDS> 450,023
0
0
<COMMON> 2,262
<OTHER-SE> 191,109
<TOTAL-LIABILITY-AND-EQUITY> 869,389
<SALES> 213,944
<TOTAL-REVENUES> 213,944
<CGS> 122,004
<TOTAL-COSTS> 194,138
<OTHER-EXPENSES> 509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,472
<INCOME-PRETAX> 11,825
<INCOME-TAX> 4,730
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,095
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
