<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 MARCH 29,1997
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 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 May 7, 1997 was 38,798,845.
1
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JOSTENS, INC.
INDEX
Part I. Financial Information
- ------------------------------
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of March 29, 1997, March 31, 1996 and
December 28, 1996
Condensed Consolidated Statements of Income for the Three Months Ended
March 29, 1997 and March 31,1996
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 29, 1997 and March 31,1996
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
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JOSTENS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per-share data)
<TABLE>
<CAPTION>
(Unaudited)
----------------------------
March 29, March 31, December 28,
1997 1996 1996
----------- ---------- -----------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and short-term investments $ 6,319 $ 3,569 $ -
Accounts receivable, net 136,712 132,396 107,314
Inventories:
Finished products 28,884 27,308 34,111
Work-in-process 64,716 80,184 17,688
Materials and supplies 37,243 34,744 46,694
---------- ----------- -----------
130,843 142,236 98,493
Deferred income taxes 14,928 17,845 14,928
Prepaid expenses 2,690 2,879 2,189
Other receivables 25,793 26,290 24,893
---------- ----------- -----------
317,285 325,215 247,817
OTHER ASSETS:
Intangibles, net 26,826 29,746 27,264
Note receivable, net 12,925 12,925 12,925
Deferred income taxes 11,393 15,590 11,393
Other 13,777 13,078 14,166
---------- ----------- -----------
64,921 71,339 65,748
PROPERTY AND EQUIPMENT 214,603 192,850 210,925
Accumulated depreciation (147,884) (124,461) (143,282)
---------- ----------- -----------
66,719 68,389 67,643
---------- ----------- -----------
$ 448,925 $ 464,943 $ 381,208
========== =========== ===========
CURRENT LIABILITIES:
Notes payable $ 99,896 $ 85,889 $ 97,707
Current maturities on long-term debt 25 50,355 -
Accounts payable 14,571 14,203 14,913
Salary, benefits and commissions 52,397 40,383 32,583
Customer deposits 120,187 102,546 76,034
Other liabilities 14,100 23,679 14,933
Income taxes 13,453 18,279 6,938
---------- ----------- -----------
314,629 335,334 243,108
LONG-TERM DEBT 3,879 3,732 3,881
OTHER NON-CURRENT LIABILITIES 15,124 16,800 21,606
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 - 38,727, 38,593
and 38,665 shares, respectively 12,909 12,883 12,888
Capital surplus 2,669 1,554 1,480
Retained earnings 103,004 97,638 101,567
Foreign currency translation (3,289) (2,998) (3,322)
---------- ----------- -----------
115,293 109,077 112,613
---------- ----------- -----------
$ 448,925 $ 464,943 $ 381,208
========== =========== ===========
</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
----------------------
March 29, March 31,
1997 1996
--------- ---------
<S> <C> <C>
Net Sales $150,437 $141,863
Cost of products sold 64,396 60,516
-------- --------
86,041 81,347
Selling and administrative expenses 67,464 67,303
-------- --------
Operating Income 18,577 14,044
Net interest expense 1,704 2,564
-------- --------
16,873 11,480
Income taxes 6,919 4,707
-------- --------
Net Income $ 9,954 $ 6,773
======== ========
Earnings Per Common Share $ 0.26 $ 0.18
======== ========
Average shares outstanding 38,711 38,632
======== ========
Dividends declared per common share $ 0.22 $ 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>
Three Months Ended
----------------------
March 29, March 31,
1997 1996
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 9,954 $ 6,773
Depreciation and amortization 5,073 4,408
Changes in assets and liabilities 90 10,836
------- --------
15,117 22,017
------- --------
INVESTING ACTIVITIES
Capital expenditures (3,678) (4,613)
------- --------
FINANCING ACTIVITIES
Short-term borrowing 2,189 (6,443)
Cash dividends (8,517) (8,500)
Other 1,208 686
------- --------
(5,120) (14,257)
------- --------
Increase in cash and short-term investments $ 6,319 $ 3,147
======= ========
</TABLE>
See notes to condensed consolidated financial statements
5
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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 three months ended March 29, 1997, are not necessarily
indicative of the results for the entire year ending December 27, 1997.
Certain items on the 1996 condensed consolidated balance sheet have been
reclassified to conform to the 1997 presentation.
For further information, refer to the consolidated financial statements and
footnotes in the Company's Form 10-K for the six month transition period ended
December 28, 1996.
FISCAL YEAR
In October 1996, the Company elected to change its fiscal year end from June 30
to the Saturday closest to December 31 effective December 29, 1996, to enable
better planning and internal management of its businesses. A six month
transition period of July 1, 1996 through December 28, 1996 preceded the start
of this new fiscal year. These financial statements reflect the first quarter
results of the new fiscal year.
INVENTORIES AND COST OF PRODUCTS SOLD
The Company implemented a new inventory cost accounting system in July 1996
which provides more precise, detailed performance information by product within
each line. The new system results in a more accurate valuation of inventories
and recording of cost of products sold during the individual quarters,
consistent with the manner used to value inventory at previous June year ends.
The use of this more precise information will have no effect on annual results.
However, cost of products sold reported during the six month transition period
ended December 28, 1996 was higher than that which would have been reported
using the prior method, with an equivalent positive effect expected in the six
months ending June 28, 1997. The new inventory cost accounting system
contributed to an estimated $16.9 million increase in cost of products sold and
an estimated $.26 decline in earnings per share for the six months ended
December 28, 1996. The new inventory cost accounting system contributed to an
estimated $5.7 million decrease in cost of products sold and an estimated $.09
increase in earnings per share for the three months ended March 29, 1997. The
Company expects an $11.2 million reduction in cost of goods sold and $.17
increase in earnings per share in the June quarter as a result of implementing
the new inventory cost accounting system.
SALES FORCE
During fiscal 1996, the Company was approached by a group of sales
representatives seeking changes in their agreements with Jostens. All of the
Company's sales representatives have similar contractual arrangements, and the
Company does not anticipate substantial changes to that relationship with the
majority of sales representatives.
For approximately 50 representatives who serve the college market, the Company
decided to change their contract status from independent sales representatives
to Company employees effective July 1, 1997. The change from independent
representatives to Company employees is being made to better enable the Company
to address market needs and over time strengthen its position in the market.
These representatives' current contracts call for a transition commission, which
historically has been
6
<PAGE>
paid by the new sales representatives who assumed responsibility for the
accounts of the outgoing representative, with the Company acting as a collection
agent.
In anticipation of this change, the Company communicated offers of employment in
April 1997 and notified sales representatives serving the college market that
their independent contracts would not be renewed upon expiration on June 30,
1997. College sales representatives who elected to become Jostens employees will
forgo their right to the transition commission in exchange for participation in
a newly created severance plan as well as other employee benefit programs. As a
result, the Company will recognize approximately $4.1 million of severance plan
costs ratably over these representatives' estimated average remaining service
period of five years. Representatives who elected not to become employees will
receive estimated future transition payments from the Company of $5.7 million in
exchange for helping to transition and retain existing business and for signing
agreements not to compete. These costs will be recognized as a charge to
operations ratably over the individual non compete periods, generally three
years.
INCOME TAXES
The Company provides for income taxes in interim periods based on the effective
income tax rate for the complete fiscal year.
EARNINGS PER COMMON SHARE
Earnings per share have been computed by dividing net income by the average
number of common shares outstanding. The impact of any additional shares
issuable upon the exercise of dilutive stock options is not material. In
February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. The Company
will adopt SFAS No. 128 in the fourth quarter of 1997 as required by the
pronouncement. Management does not expect that the adoption of SFAS No. 128
will have a material impact on its future computations of earnings per share.
DIVIDENDS
Dividends of $.22 per share were declared in January and paid in March in both
1997 and 1996.
PLANT CONSOLIDATION
In March 1997, the Company announced the closing of its Porterville, California,
graduation announcement facility with plans to transfer all operations to the
Company's announcement plant in Shelbyville, Tennessee, by October 1997. As a
result, the Company recorded a pre-tax charge to operations of $3 million in the
first quarter of 1997, primarily to accrue for severance and other employee-
related costs, generally expected to be incurred over the course of the next 12
months. Additional costs to be incurred for relocating operations are not
expected to be material.
ACQUISITION
In April 1997, the Company entered into an agreement to purchase the Gold Lance
class ring brand from Town & Country Corporation for $10.8 million in cash.
Under the terms of the agreement, Jostens is purchasing the Gold Lance name
along with their accounts and notes receivable and tooling. Town & Country will
continue to manufacture Gold Lance products through July 1997, at which time
production will shift to other Jostens manufacturing facilities.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company occasionally may make statements regarding its business and markets,
such as projections of future performance, statements of management's plans and
objectives, forecasts of market trends and other matters. To the extent such
statements are not historical fact, they may constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Statements containing the words or phrases "will likely result", "are
expected to", "will continue", "is anticipated", "believe", "estimate",
"projected", or similar expressions are intended to identify forward looking
statements. Such forward looking statements may appear in this document or
other documents, reports, press releases, and written or oral presentations made
by officers of the Company to shareholders, analysts, news organizations or
others. All such forward looking statements speak only as of the date on which
such statement is made. No assurance can be given that the results in any
forward looking statement will be achieved and actual results could be affected
by one or more factors, which could cause the results to differ materially.
Therefore, all forward looking statements are qualified in their entirety by
such factors, including the factors listed below. Such factors may be more
fully discussed periodically in the Company's subsequent filings with the
Securities and Exchange Commission.
Any change in the following factors may impact the achievement of results in
forward looking statements: the price of gold; the Company's access to students
and consumers in schools; the seasonality of the Company's business; regulatory
and accounting rules with respect to the Company's independent sales force; the
Company's relationship with its sales force; fashion and demographic trends; the
general economy, especially during peak buying seasons for the Company's
products and services; the ability of the Company to respond to customer change
orders and delivery schedules; competitive pricing and program changes; and
continued success in improvements in operating efficiencies.
The foregoing factors are not exhaustive and new factors may emerge or changes
to the foregoing factors may occur which would impact the Company's business.
RESULTS OF OPERATIONS
Net sales for the three months ended March 29, 1997, were $150.4 million
representing an increase of $8.6 million, or 6 percent, over the comparable
prior-year period. The sales improvement was driven by gains in the Graduation
Products business where successful efforts to reduce the seasonality of the
order-entry and manufacturing processes have transferred some sales volume into
the first quarter from the second quarter.
Cost of products sold was $64.4 million for the current quarter compared with
$60.5 million for the year-earlier period. Costs as a percentage of sales were
42.8 percent, compared with 42.7 percent in the same period last year. The
Company implemented a new inventory cost accounting system in July 1996 which
provides more precise, detailed performance information by product within each
line. The new system results in a more accurate valuation of inventories and
recording of cost of products sold during the individual quarters, consistent
with the manner used to value inventory at previous June year ends. The use of
this more precise information will have no effect on annual results. However,
cost of products sold reported during the six months ended December 28, 1996 was
higher than that which would have been reported using the prior method, with an
equivalent positive effect expected in the six months ending June 28, 1997. The
new inventory cost accounting system contributed to an estimated $16.9 million
increase in cost of products sold and an estimated $.26 decline in earnings per
share for the six months ended December 28, 1996. The new inventory cost
accounting system contributed to an estimated $5.7 million decrease in cost of
products sold and an estimated $.09 increase in earnings per share for the three
months ended March 29, 1997. The decrease in cost of products sold resulting
from the implementation of the new inventory cost
8
<PAGE>
accounting system was partially offset by a $3 million charge associated with
the closing of one of the Company's two announcement plants (see subsequent
discussion under "Plant Consolidation") along with the shift of Graduation
Products business sales volume into the first quarter. The Company expects an
$11.2 million reduction in cost of goods sold and $.17 increase in earnings per
share in the June quarter as a result of implementing the new inventory cost
accounting system.
Selling and administrative expenses were $67.5 million for the quarter compared
with $67.3 million in the comparable prior-year period. As a percentage of
sales, selling and administrative expenses in the March 1997 quarter declined to
44.8 percent, compared with 47.4 percent in the prior-year period. The decline
primarily related to a shift in the timing of certain selling and administrative
activities to later quarters along with a continued emphasis on cost management.
Net interest expense in the first quarter of 1997 was $1.7 million compared with
$2.6 million in the comparable prior-year period. The decrease in net interest
expense corresponds with reduced borrowing levels in the March 1997 quarter when
compared to the year-earlier period. Borrowing levels were lower in the 1997
period primarily as a result of an acceleration of customer deposit collections
in the Printing business.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from operating activities and short-term borrowings have been
Jostens principal sources of liquidity. Cash generated from these activities has
been used primarily for dividends and capital expenditures.
Operating activities provided cash of $15.1 million in the first quarter of 1997
primarily due to first quarter 1997 net income of $10 million. The change in
assets and liabilities for the quarter ended March 1997 provided minimal cash as
increases in customer deposits ($44.2 million) and salary, benefits and
commissions ($19.8 million) were offset by increases in inventories ($32.4
million), accounts receivable ($29.4 million), other receivables ($900,000) and
prepaids ($500,000). The increases in customer deposits, salaries, benefits and
commissions, inventories and accounts receivable balances reflect the
seasonality of the business, evident when comparing the December and March
month-end balances.
In comparison to the prior-year quarter ended March 1996, the Company provided
$6.9 million less cash from operating activities in the quarter ended March
1997. This reduction is primarily due to the reduction in liabilities related
to the sale of Jostens Learning Corporation (JLC) as well as the reduction in
non-current liabilities due to a $6.1 million contribution made in the first
quarter to fund the Company's pension liability.
Because most of the Company's sales volume occurs in the quarters ending in
December and June, Jostens usually requires interim financing of inventories and
receivables. To provide the necessary financing, the Company maintains a $150
million bank credit agreement which is reduced by commercial paper outstanding.
At March 29, 1997, $50.1 million was available under the bank credit agreement
as a result of $99.9 million in outstanding borrowings. In addition, the
Company had unsecured demand facilities with three banks totaling $84.7 million
at the end of the first quarter. These demand facilities are renegotiated
periodically based on the anticipated seasonal needs for short-term financing.
Management believes that cash expected to be generated from operating
activities, together with credit available under the bank credit agreement and
demand facilities, will be sufficient to fund planned capital expenditures,
dividends and any incremental working capital requirements in 1997.
9
<PAGE>
CAPITAL EXPENDITURES AND PRODUCT DEVELOPMENT
The Company invested $3.7 million in capital expenditures during the first
quarter of 1997 compared with $4.6 million in the prior-year period. Major
projects included continued upgrades to manufacturing technology along with the
replacement of school products, recognition and corporate management information
systems.
SALE OF JOSTENS LEARNING CORPORATION
In June 1995, Jostens 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.
As part of the JLC sale, Jostens also agreed to pay $13 million over two years
to fund certain JLC existing liabilities; $12.7 million has been paid through
March 29, 1997. The remaining $300,000 has been accrued as part of other
accrued liabilities.
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 in June 1995, pending the sale of the
business.
A transaction gain of $11.1 million ($5.8 million after tax) was originally
recorded at the time of the JLC sale and deferred in accordance with the
Securities and Exchange Commission Staff Accounting Bulletin No. 81, Gain
Recognition on the Sale of a Business or Operating Assets to a Highly Leveraged
Entity. In the second quarter of fiscal 1996, the deferred gain increased to
$17.2 million ($9.7 million after tax) as a result of the sale of Wicat ($5.3
million) and some accrual settlements ($800,000).
In conjunction with JLC's efforts to raise additional equity capital for ongoing
cash requirements, JLC requested that the Company restructure its interests in
JLC. In November 1996, the Company restructured terms of its $36 million,
unsecured, subordinated note from JLC in conjunction with a third party equity
infusion into JLC. Terms of the restructuring resulted in the exchange of the
$36 million unsecured, subordinated note and accrued interest for a new $57.2
million unsecured, subordinated note maturing on June 29, 2003, with a stated
interest rate of 6 percent and rights to early redemption discounts. The early
redemption discounts, exercisable only in whole at JLC's option, adjust
periodically and ranged from a 70 percent discount on the face value if redeemed
by December 28, 1996, to 40 percent if redeemed by March 31, 2003. The new note
was recorded at fair value using an estimated 20 percent discount rate on the
$57.2 million note resulting in a discount of $35.1 million. The restructuring
had no impact on the net carrying value of Jostens' investment in JLC as the $4
million reduction in the note receivable's carrying value was offset by a
corresponding reduction in the deferred gain to $13.2 million ($7.3 million
after tax).
The adjusted $13.2 million gain and interest on the notes receivable 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 $35.1 million discount and the deferred
gain. Despite the equity infusion and restructuring of Jostens interests in JLC,
there is no guarantee that JLC will be able to repay the note.
10
<PAGE>
JLC has incurred losses in both 1996 and 1995, however, the Company believes
that such carrying value is not impaired based on current facts and
circumstances.
FISCAL YEAR
In October 1996, the Company elected to change its fiscal year end from June 30
to the Saturday closest to December 31 effective December 29, 1996, to enable
better planning and internal management of its businesses. A six month
transition period of July 1, 1996 through December 28, 1996 preceded the start
of this new fiscal year. These financial statements reflect the first quarter
results of the new fiscal year.
COMMITMENTS AND CONTINGENCIES
Environmental. As part of its continuing environmental management program,
Jostens 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. As of March 29, 1997, the Company has identified four
sites which require further investigation. However, the Company has not been
designated as a potentially responsible party at any site.
During the six month period ending December 28, 1996, the Company adopted the
provisions of Statement of Position (SOP) 96-1, Environmental Remediation
Liabilities. Under SOP 96-1, the Company is required to assess the likelihood
that an environmental liability has been incurred and accrue for the best
estimate of any loss where the likelihood of incurrence is assessed as probable
and the amount can be reasonably estimated. Management has assessed the
likelihood that a loss has been incurred at its sites as probable and, based on
findings included in a preliminary remediation report received in January 1997,
estimates the potential loss to range from $1.7 million to $9.7 million. Based
on a review of the remediation alternatives outlined in the report, management
believes that the best estimate of the loss is $6.6 million. The Company
recorded a charge to operations of $6 million during the six months ended
December 28, 1996, to increase the liability for environmental costs to the
revised best estimate amount contained in the preliminary remediation report.
At March 29, 1997, the current portion of this liability ($600,000) was included
with "other liabilities" on the consolidated balance sheet while the long-term
portion ($6 million) was included with "other non-current liabilities".
While Jostens may have a right of contribution or reimbursement under insurance
policies, amounts that may be recoverable from other entities by the Company
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
March 29, 1997.
Sales Force. During fiscal 1996, the Company was approached by a group of sales
representatives seeking changes in their agreements with Jostens. All of the
Company's sales representatives have similar contractual arrangements, and the
Company does not anticipate substantial changes to that relationship with the
majority of sales representatives.
For approximately 50 representatives who serve the college market, the Company
decided to change their contract status from independent sales representatives
to Company employees effective July 1, 1997. The change from independent
representatives to Company employees is being made to better enable the Company
to address market needs and over time strengthen its position in the market.
These representatives' current contracts call for a transition commission, which
historically has been paid by the new sales representatives who assumed
responsibility for the accounts of the outgoing representative, with the Company
acting as a collection agent.
11
<PAGE>
In anticipation of this change, the Company communicated offers of employment in
April 1997 and notified sales representatives serving the college market that
their independent contracts would not be renewed when they expire on June 30,
1997. College sales representatives who elected to become Jostens employees will
forgo their right to the transition commission in exchange for participation in
a newly created severance plan as well as other employee benefit programs. As a
result, the Company will recognize approximately $4.1 million of severance plan
costs ratably over these representatives' estimated average remaining service
period of five years. Representatives who elected not to become employees will
receive estimated future transition payments from the Company of $5.7 million in
exchange for helping to transition and retain existing business and for signing
agreements not to compete. These costs will be recognized as a charge to
operations ratably over the individual non compete periods, generally three
years. Management expects payments in future years relating to the severance
plan and transition payments to be partially offset by reduced operating costs.
Additionally, management believes that this change in contractual relationship
will have positive business results and the associated liabilities will not have
a material negative impact during future operating periods.
RESTRUCTURING UPDATE
The Company's restructuring accruals decreased by $200,000 in the first quarter
of 1997 to $1.1 million at March 29, 1997 due to cash payments of $100,000 and
noncash items of $100,000. The restructuring accruals are expected to be
reduced by $200,000 of noncash items for the remainder of 1997 while the future
cash outlay is estimated to be $400,000 for the remainder of 1997 and $500,000
in 1998 and beyond.
PLANT CONSOLIDATION
In March 1997, the Company announced the closing of its Porterville, California,
graduation announcement facility with plans to transfer all operations to the
Company's announcement plant in Shelbyville, Tennessee, by October 1997. As a
result, the Company recorded a pre-tax charge to operations of $3 million in the
first quarter of 1997, primarily to accrue for severance and other employee-
related costs, generally expected to be paid over the course of the next 12
months. Additional costs to be incurred for relocating operations are not
expected to be material.
ACQUISITION
In April 1997, the Company entered into an agreement to purchase the Gold Lance
class ring brand from Town & Country Corporation for $10.8 million in cash.
Under the terms of the agreement, Jostens is purchasing the Gold Lance name
along with their accounts and notes receivable and tooling. Town & Country will
continue to manufacture Gold Lance products through July 1997, at which time
production will shift to other Jostens manufacturing facilities. The Company
will record the acquisition in the second quarter of 1997 and anticipates no
resulting, material impact on 1997 net income.
12
<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 May 12, 1997 /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
13
<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 March 29, 1997, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> MAR-29-1997
<CASH> 0
<SECURITIES> 6,319
<RECEIVABLES> 143,140
<ALLOWANCES> (6,428)
<INVENTORY> 130,843
<CURRENT-ASSETS> 317,285
<PP&E> 214,603
<DEPRECIATION> (147,884)
<TOTAL-ASSETS> 448,925
<CURRENT-LIABILITIES> 314,629
<BONDS> 3,879
0
0
<COMMON> 12,909
<OTHER-SE> 102,384
<TOTAL-LIABILITY-AND-EQUITY> 448,925
<SALES> 150,437
<TOTAL-REVENUES> 150,437
<CGS> 64,396
<TOTAL-COSTS> 64,396
<OTHER-EXPENSES> 67,464
<LOSS-PROVISION> 422
<INTEREST-EXPENSE> 1,704
<INCOME-PRETAX> 16,873
<INCOME-TAX> 6,919
<INCOME-CONTINUING> 9,954
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,954
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
