<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 31,1995
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 1-5064
------
JOSTENS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-0343440
- ---------------------------------- ----------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
612-830-3300
- --------------------------------------------------------------------------------
(Registrant's telephone number including area code)
- --------------------------------------------------------------------------------
(Former name, address and 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
--- ---
The number of shares outstanding of the registrant's only class of common stock
on December 31, 1995 was 38,593,222.
1
<PAGE>
JOSTENS, INC.
INDEX
Part I. Financial Information
- ------------------------------
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of December 31, 1995 and 1994
and June 30, 1995
Condensed Consolidated Statements of Income for the Three and Six Months
Ended December 31, 1995 and 1994
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 1995 and 1994
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II. Other Information
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
Signatures
- ----------
2
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
December 31, June 30,
----------------------------- ----------------
1995 1994 1995
----------- ----------- ----------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and short-term investments $ 422 $ 57,275 $173,469
Accounts receivable 100,905 131,039 124,392
Inventories:
Finished products 28,369 31,264 17,079
Work-in-process 51,773 46,252 26,928
Materials and supplies 36,454 37,332 27,387
-------- -------- --------
116,596 114,848 71,394
Deferred income taxes 17,845 39,985 17,845
Prepaid expenses 3,192 6,464 2,869
Other receivables 26,204 22,376 12,399
--------- -------- --------
265,164 371,987 402,368
OTHER ASSETS
Intangibles 30,141 46,289 30,915
Note receivable 12,925 -- 18,969
Deferred income taxes 15,590 -- 15,590
Software development costs -- 25,266 --
Other 20,876 17,067 12,301
-------- -------- --------
79,532 88,622 77,775
PROPERTY AND EQUIPMENT 188,237 213,965 184,556
Accumulated depreciation (120,448) (142,405) (116,731)
-------- -------- --------
67,789 71,560 67,825
-------- -------- --------
$412,485 $532,169 $547,968
======== ======== ========
CURRENT LIABILITIES:
Notes payable $ 92,332 $ -- $ --
Accounts payable 11,897 20,687 17,624
Salary, wages, and commissions 29,615 35,711 52,544
Customer deposits 56,574 55,323 36,367
Other liabilities 23,600 60,623 54,180
Income taxes 16,968 9,640 35,372
-------- -------- --------
230,986 181,984 196,087
LONG-TERM DEBT 53,741 54,105 53,899
DEFERRED INCOME TAXES -- 5,943 --
OTHER NON-CURRENT LIABILITIES 17,741 30,738 27,369
SHAREHOLDERS' INVESTMENT:
Preferred shares, $1.00 par value:
Authorized 4,000 shares, none issued -- -- --
Common shares, $.33-1/3 par value:
Authorized 100,000 shares
Issued - 38,593, 45,490 and
45,482 shares, respectively 12,864 15,163 15,160
Capital surplus 879 153,294 154,410
Retained earnings 99,365 95,878 105,213
Foreign currency translation (3,091) (4,936) (4,170)
-------- -------- --------
110,017 259,399 270,613
-------- -------- --------
$412,485 $532,169 $547,968
======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per-share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
-------------------------- --------------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $165,779 $157,623 $263,533 $255,646
Cost of products sold 73,839 72,733 119,639 117,621
-------- -------- -------- --------
91,940 84,890 143,894 138,025
Selling and administrative expenses 68,974 63,299 116,866 110,674
-------- -------- -------- --------
Operating income 22,966 21,591 27,028 27,351
Net interest expense 2,674 703 2,476 953
-------- -------- -------- --------
20,292 20,888 24,552 26,398
Income taxes 8,319 8,521 10,066 10,442
-------- -------- -------- --------
Income from Continuing Operations 11,973 12,367 14,486 15,956
Discontinued Operations:
Loss from operations, net of tax -- (660) -- (2,299)
Cumulative effect of changes in
accounting principle, net of tax -- -- -- (634)
-------- -------- -------- --------
Net income $ 11,973 $ 11,707 $ 14,486 $ 13,023
======== ======== ======== ========
Earnings per common share:
Continuing operations $ 0.31 $ 0.27 $ 0.35 $ 0.35
Loss from discontinued operations -- (0.01) -- (0.05)
Cumulative effect of changes in
accounting principle -- -- -- (0.01)
-------- -------- -------- --------
Net income $ 0.31 $ 0.26 $ 0.35 $ 0.29
======== ======== ======== ========
Average shares outstanding 38,578 45,491 41,542 45,490
======== ======== ======== ========
Dividends declared per common share $ 0.22 $ 0.22 $ 0.44 $ 0.22
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
--------------------------
1995 1994
---------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 14,486 $ 13,023
Depreciation and amortization 8,806 15,196
Changes in assets and liabilities (94,884) (53,402)
--------- --------
(71,592) (25,183)
--------- --------
INVESTING ACTIVITIES
Capital expenditures (8,406) (6,310)
Software development costs -- (3,519)
Minority investments -- 4,322
--------- --------
(8,406) (5,507)
--------- --------
FINANCING ACTIVITIES
Short-term borrowing 92,332 --
Cash dividends (18,512) (20,001)
Share Repurchase (168,389) --
Other 1,520 139
--------- --------
(93,049) (19,862)
--------- --------
Decrease in cash and short-term investments $(173,047) $(50,552)
========= ========
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.
Because of the seasonal nature of the company's business, the results of
operations for the six months ended December 31, 1995, are not necessarily
indicative of the results for the entire year ending June 30, 1996.
Certain fiscal 1995 balances have been reclassified to conform to the fiscal
1996 presentation.
For further information, refer to the consolidated financial statements and
footnotes included in the company's annual report on Form 10-K for the year
ended June 30, 1995.
SHARE REPURCHASE
In September 1995, the company repurchased 7,011,108 shares of its common stock,
the maximum number of shares available for purchase, for $24 per share, or
$168.3 million in total, through a Modified Dutch Auction tender offer. The
repurchase was funded from the company's cash and short-term investment balance,
as well as short-term borrowings.
DISCONTINUED OPERATIONS
In June 1995, the company sold its Jostens Learning Corp. (JLC) curriculum
software subsidiary to a group led by Bain Capital, Inc. The condensed
consolidated statements of income for the three and six months ended December
31, 1994, have been reclassified accordingly. (See Management Discussion and
Analysis for further discussion).
In October 1995, the company sold its Wicat Systems business to Wicat
Acquisition Corp., a private investment group. Wicat Systems was the small,
computer-based aviation training subsidiary of JLC that was retained in the sale
of JLC, but held for sale. The company treated Wicat Systems as a discontinued
operation from June 1995 on, pending the sale of the business. (See Management
Discussion and Analysis for further discussion).
CHANGE IN ACCOUNTING PRINCIPLE
The company adopted SFAS 112, Employers' Accounting for Post-Employment
Benefits, in the first quarter of fiscal 1995. The charge to earnings was $1.1
million ($.6 million after tax, $.01 per share), representing the cumulative
amount of liability to be recorded under SFAS 112 as of the beginning of fiscal
1995.
6
<PAGE>
EARNINGS PER COMMON SHARE
Earnings per common share have been computed by dividing net income by the
average number of common shares outstanding for the period. The impact of any
additional shares issuable upon exercise of dilutive stock options is not
material. Average shares outstanding decreased approximately 7 million shares
for the three months ended December 31, 1995, compared with the same period last
year due to the share repurchase discussed above.
DIVIDENDS
The dividends declared for the six months ended December 31, 1994, differ from
those for the six months ended December 31, 1995, due to the timing of the
fourth-quarter declaration in fiscal 1994. The second-quarter dividend,
declared in January, was $.22 for fiscal 1996 and 1995.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Net working capital was $34.2 million and $206.3 million at December 31, 1995,
and June 30, 1995, respectively. The decrease in working capital was primarily
due to the repurchase of over 7 million shares of common stock for $168.3
million in the first quarter of fiscal 1996, as well as the issuance of $92.3
million in short-term borrowing for the financing of operations. The seasonality
of the company's business normally requires interim financing of operations and
inventories, and these cash requirements have typically been met by issuing
short-term commercial paper. In fiscal 1995, the company did not require short-
term borrowing due to the large cash balance at the beginning of the year from
the January 1994 sale of the Sportswear business.
Accounts receivable were down $23.5 million from June 30, 1995, primarily due to
the seasonality of collections, particularly in the Printing & Publishing
business. Accounts receivable were down $30.1 million from December 31, 1994.
The decrease was primarily due to the sale of JLC ($41.5 million) offset by an
increase in the School Products segment due to increased sales.
Inventories increased from June 30, 1995, due to the seasonality of the
business.
Other receivables represents receivables from sales representatives who
historically are in overdraft positions in the first half of the year due to the
payment of draws, prior to commissions being earned. Other receivables
increased from $12.4 million at June 30, 1995, to $26.2 million at December 31,
1995, due to the company's seasonality of sales.
Prepaid expenses, intangibles, software development costs, and accounts payable
all decreased from December 31, 1994. These reductions were primarily due to
the sale of JLC.
Other assets increased from June 30, 1995, and December 31, 1994, primarily due
to an $8.7 million receivable as of December 31, 1995, from JLC related to
payments made on behalf of JLC as part of an administrative service agreement.
JLC owes Jostens for continuing to provide certain administrative services such
as payroll and benefits processing through December 31, 1995.
Salaries, wages and commissions payable decreased from $52.5 million at June 30,
1995, to $29.6 million at December 31, 1995. Most of the decrease was
attributable to the timing of commission payments which fluctuate with the
seasonality of the business. Reductions from the December 31, 1994, balance of
$35.7 million were primarily related to the sale of JLC.
Income taxes payable decreased $18.4 million from June 30, 1995, due to fiscal
1995 tax payments made in the first quarter of fiscal 1996.
Other current liabilities decreased $30.6 million from June 30, 1995, due to
dividends accrued in fiscal 1995 and paid in the first quarter of fiscal 1996;
scheduled payments made against the accruals established for the JLC
transaction; and reductions in reserves related to the sale of Wicat. The
decrease in other current liabilities from the December 31, 1994, balance of
$37.4 million was due to the sale of JLC and scheduled payments made against
restructuring reserves.
Other noncurrent liabilities decreased $9.6 million from June 30, 1995, and
$13.0 million from December 31, 1994. The decreases were primarily related to
reductions in pension liabilities due to additional funding, as well as to
liabilities that have become current.
8
<PAGE>
The decrease in shareholders' investment from June 30, 1995, and December 31,
1994, was primarily due to the share repurchase.
Capital expenditures through December 31, 1995, were $8.4 million, approximately
$2.1 million higher than the comparable period in fiscal 1995. Major projects
in process include a business systems upgrade involving new hardware and
software for field and headquarters locations and updating manufacturing
equipment and processes with new technology, primarily digital imaging.
Net interest expense increased $2.0 million and $1.5 million, respectively, for
the three and six months ended December 31, 1995, over the comparable periods of
the prior fiscal year. The increase is due to short-term borrowing for
operational needs and funding the share repurchase in the first quarter of
fiscal 1996. The company did not require short-term borrowing in fiscal 1995
due to the strong cash position from fiscal 1994.
9
<PAGE>
RESULTS OF OPERATIONS
Continuing Operations
- ---------------------
Net sales for the three and six months ended December 31, 1995, were $165.8
million and $263.5 million, respectively, representing increases of 5.2% and
3.1% over the comparable prior-year periods. Jewelry, the company's highest-
volume second-quarter business, generated most of the sales growth in the
quarter, as the national implementation of a program to streamline and simplify
the selection and pricing of high school class rings led to double-digit unit
growth.
Cost of products sold were $73.8 million and $119.6 million, respectively, for
the three and six months ended December 31, 1995. Costs, as a percentage of
sales, for the three and six months ended December 31, 1995, were 44.5% and
45.4%, respectively, compared with 46.1% and 46.0% in the same periods last
year. The improved margins were primarily attributable to manufacturing
efficiencies resulting from the new high school class ring program. Selling and
administrative expenses were $69.0 million and $116.9 million, respectively, for
the three and six months ended December 31, 1995. Expenses, as a percentage of
sales, for the three and six months ended December 31, 1995, were 41.6% and 44.3
%, respectively, compared with 40.2% and 43.3% in the same periods last year.
The higher costs were due to planned investments in the businesses, including
marketing materials, business development and pilot projects for new business,
as well as to a slightly higher than anticipated increase in commission rates.
While the first half of the fiscal year typically has low volume due to the
school calendar, selling and administrative expenses are not reduced
correspondingly since they are geared toward future sales, resulting in lower
pre-tax margins in the first half of the year.
Discontinued Operations - Sale of Jostens Learning Corporation: In June 1995,
the company sold its JLC curriculum software subsidiary to a group led by Bain
Capital, Inc. for $50 million in cash; a $36 million unsecured, subordinated
note maturing in eight years with a stated interest rate of 11 percent; and a
separate $4 million note with a stated interest rate of 8.3 percent convertible
into 19 percent of the equity of Jostens Learning, subject to dilution in
certain events. The notes were recorded at fair value, using an estimated 20
percent discount rate on the $36 million note, resulting in a discount of $9.9
million.
In October 1995, the company sold its Wicat Systems business to Wicat
Acquisition Corp., a private investment group. Wicat Systems was the small,
computer-based aviation training subsidiary of JLC that was retained in the sale
of JLC, but held for sale. The company received $1.5 million in cash plus a
promissory note for approximately $150,000 from the sale. The company treated
Wicat Systems as a discontinued operation from June 1995 forward, pending the
sale of the business.
A transaction gain of $11.1 million was originally recorded at the time of the
JLC sale and deferred in accordance with accounting rules relating to the sale
of a business or operating assets to a highly leveraged entity. In the second
quarter of fiscal 1996 the deferred gain increased as a result of the sale of
Wicat ($5.3 million) and some accrual settlements ($.8 million). The adjusted
$17.2 million gain ($9.7 million after tax) will be deferred until cash flows
from the operating activities of JLC are sufficient to fund debt service,
dividend or any other covenant requirements. The deferred gain is presented in
the condensed consolidated balance sheet as an offset to notes receivable. The
notes receivable balance represents amounts owed by JLC related to the sale of
JLC net of a discount of $9.9 million and the deferred gain.
10
<PAGE>
As part of the transaction Jostens also agreed to pay $13 million over two years
to fund certain JLC existing liabilities; $5.8 million has been paid through
December 31, 1995.
JLC had net sales of $65.8 million, an income tax benefit of $.8 million and a
loss from operations of $2.3 million as of December 31, 1994, which are included
in discontinued operations.
RESTRUCTURING UPDATE
The company's restructuring accruals decreased by $1.8 million in the first half
of fiscal 1996 to $3.7 million at December 31, 1995, due to cash payments of
$1.6 million and noncash items of $.2 million. The restructuring accruals are
expected to be reduced by $.9 million of noncash items for the remainder of
fiscal 1996 while the future cash outlay is estimated to be $1.4 million for the
remainder of 1996 and $1.4 million in 1997 and beyond.
ENVIRONMENTAL
As part of its continuing environmental management program, the company is
involved in various environmental improvement activities. As sites are
identified and assessed in this program, the company determines potential
environmental liability. Factors considered in assessing this liability include,
among others, the following: whether the company has been designated as a
potentially responsible party, the number of other potentially responsible
parties designated at the site, the stage of the proceedings, and available
environmental technology. When the potential liability amounts are probable and
reasonably estimable, the company accrues the best estimate available. For
specific sites where only a range of liability is probable and reasonably
estimable and no amount in the range is a better estimate than another, the
company has accrued the low end of that range. While the company may have a
right of contribution or reimbursement under insurance policies, amounts that
may be recoverable from other entities with respect to a particular site are not
considered until recoveries are deemed to be probable. No assets for potential
recoveries have been established as of December 31, 1995.
The company also assesses reasonably possible environmental liability beyond
that which has been accrued. This liability is not probable, but is more likely
than remote. As of December 31, 1995, the company has identified three sites
requiring further investigation. The potential liability cannot be fully
assessed since the sites are in the early stages of investigation; however, the
amount of environmental liability identified that is reasonably possible is in
the range of $.6 million to $4.6 million. The amount accrued to date with
respect to potential liability is $.6 million and is recorded as part of "other
accrued liabilities." The company does not expect to incur liabilities at the
higher end of the range based on the limited information currently available.
In addition, two other sites nearing completion did not require any accruals as
of December 31, 1995. The company has not been designated as a potentially
responsible party at any site.
SHARE REPURCHASE
In September 1995, the company repurchased 7,011,108 shares of its common stock,
the maximum number of shares available for purchase, for $24 per share, or
$168.3 million in total, through a Modified Dutch Auction tender offer. The
repurchase was funded from the company's cash and short-term investment balance,
as well as short-term borrowings.
11
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOSTENS, INC.
Date February 9, 1996 /s/ Robert C. Buhrmaster
---------------- -----------------------------------------
Robert C. Buhrmaster
President and Chief Executive Officer
/s/ Trudy A. Rautio
-----------------------------------------
Trudy A. Rautio
Senior Vice President and Chief Financial
Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Jostens Inc.
condensed consolidated financial statements as of and for the period ended
December 31, 1995, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> (5,563)
<SECURITIES> 5,985
<RECEIVABLES> 109,925
<ALLOWANCES> (9,020)
<INVENTORY> 116,596
<CURRENT-ASSETS> 265,164
<PP&E> 188,237
<DEPRECIATION> (120,448)
<TOTAL-ASSETS> 412,485
<CURRENT-LIABILITIES> 230,986
<BONDS> 53,741
<COMMON> 12,864
0
0
<OTHER-SE> 97,153
<TOTAL-LIABILITY-AND-EQUITY> 412,485
<SALES> 263,533
<TOTAL-REVENUES> 263,533
<CGS> 119,639
<TOTAL-COSTS> 119,639
<OTHER-EXPENSES> 116,866
<LOSS-PROVISION> 1,300
<INTEREST-EXPENSE> 2,476
<INCOME-PRETAX> 24,552
<INCOME-TAX> 10,066
<INCOME-CONTINUING> 14,486
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,486
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
