<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO.1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 1994
-------------
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 1-8328
ANACOMP, INC.
Indiana 35-1144230
11550 North Meridian Street
Post Office Box 40888
Indianapolis, Indiana 46240
Registrant's Telephone Number is (317) 844-9666
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 and 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 Common Stock of the registrant on June
30, 1994 the close of the period covered by this report, was 45,662,954.
<PAGE> 2
ANACOMP, INC. AND SUBSIDIARIES
Index
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
--------
Item 1. Financial Statements:
<S> <C>
Consolidated Balance Sheets
June 30, 1994 and September 30, 1993....................... 2
Consolidated Statements of Operations Three Months and
Nine Months Ended June 30, 1994 and 1993 .................. 3
Consolidated Statements of Cash Flows
Nine Months Ended June 30, 1994 and 1993 .................. 4
Consolidated Statements of Stockholders' Equity
Nine Months Ended June 30, 1994 and 1993 .................. 6
Notes to Consolidated Financial Statements................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............... 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 12
SIGNATURES ........................................................... 13
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in thousands, June 30, Sept. 30,
except per share amounts) 1994 1993
-----------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Note 2)
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . $ 11,947 $ 24,922
Accounts and notes receivable, less allowances for
doubtful accounts of $3,474 and $4,245, respectively . . . 116,890 109,251
Current portion of long-term receivables . . . . . . . . . 13,186 7,489
Inventories . . . . . . . . . . . . . . . . . . . . . . . . 66,879 69,192
Prepaid expenses and other. . . . . . . . . . . . . . . . . 5,941 7,157
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . 214,843 218,011
-------- --------
Property and equipment, at cost less
accumulated depreciation and amortization . . . . . . . . . 64,842 66,399
Long-term receivables, net of current portion . . . . . . . . 18,582 17,619
Excess of purchase price over net assets of businesses
acquired and other intangibles, net. . . . . . . . . . . . . 281,610 296,426
Deferred tax asset, net of valuation allowance of $60,000 . . 35,000 --
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 49,214 45,093
-------- --------
$664,091 $643,548
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . $ 41,603 $ 34,355
Accounts payable . . . . . . . . . . . . . . . . . . . . . 71,399 67,246
Accrued compensation, benefits and withholdings . . . . . . 13,557 16,452
Accrued income taxes . . . . . . . . . . . . . . . . . . . 16,387 11,502
Accrued interest. . . . . . . . . . . . . . . . . . . . . . 12,027 20,089
Other accrued liabilities . . . . . . . . . . . . . . . . . 38,658 37,438
-------- --------
Total current liabilities . . . . . . . . . . . . . . . . . . 193,631 187,082
-------- --------
Long-term debt, net of current portion. . . . . . . . . . . . 389,943 404,738
Other noncurrent liabilities. . . . . . . . . . . . . . . . . 11,040 13,546
-------- --------
Total noncurrent liabilities. . . . . . . . . . . . . . . . . 400,983 418,284
-------- --------
Redeemable preferred stock, $.01 par value,
issued and outstanding 500,000 shares
(aggregate preference value of $25,000) . . . . . . . . . . . 24,454 24,383
-------- --------
Stockholders' equity:
Common stock, $.01 par value, authorized 100,000,000
shares, 45,662,954 and 40,629,524 issued, respectively . . 456 406
Capital in excess of par value of common stock . . . . . . 181,558 163,209
Cumulative translation adjustment . . . . . . . . . . . . . (2,828) (4,744)
Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . (134,163) (145,072)
-------- --------
Total stockholders' equity. . . . . . . . . . . . . . . . . . 45,023 13,799
-------- --------
$664,091 $643,548
======== ========
</TABLE>
See notes to consolidated financial statements.
- 2 -
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
(Dollars in thousands, ------------------- ---------------------
except per share amounts) 1994 1993 1994 1993
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(Note 2) (Note 2)
Revenues:
Services provided . . . . . . . . . . . . . . . $ 55,374 $ 53,392 $167,523 $159,819
Equipment and supply sales . . . . . . . . . . 90,207 87,017 261,576 266,026
-------- -------- -------- --------
145,581 140,409 429,099 425,845
-------- -------- -------- --------
Operating costs and expenses:
Costs of services provided . . . . . . . . . . 38,825 35,028 116,617 107,924
Costs of equipment and supplies sold. . . . . . 65,812 61,695 188,151 187,507
Selling, general and administrative expenses . 20,339 23,171 65,746 69,424
-------- -------- -------- --------
124,976 119,894 370,514 364,855
-------- -------- -------- --------
Income before interest, other income,
Income taxes, extraordinary credit, and
cumulative effect of accounting change. . . . . 20,605 20,515 58,585 60,990
-------- -------- -------- --------
Interest income . . . . . . . . . . . . . . . . . 804 664 2,305 2,256
Interest expense and fee amortization . . . . . . (16,952) (17,676) (50,796) (51,863)
Other income (expense). . . . . . . . . . . . . . 228 606 (366) (1,811)
-------- -------- -------- --------
(15,920) (16,406) (48,857) (51,418)
-------- -------- -------- --------
Income before income taxes, extraordinary credit,
and cumulative effect of accounting change. . . 4,685 4,109 9,728 9,572
Provision for income taxes . . . . . . . . . . . 2,500 2,000 5,200 4,650
-------- -------- -------- --------
Income before extraordinary credit and
cumulative effect of accounting change . . . . 2,185 2,109 4,528 4,922
Extraordinary credit resulting from utilization
of tax loss carryforwards. . . . . . . . . . . -- 1,100 -- 2,700
Cumulative effect on prior years of a change in
accounting for income taxes . . . . . . . . . . -- -- 8,000 --
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . . 2,185 3,209 12,528 7,622
Preferred stock dividends and discount accretion. 540 540 1,619 1,619
Net income available to common stockholders . . . $ 1,645 $ 2,669 $ 10,909 $ 6,003
======== ======== ========= ========
Earnings per common and common equivalent share:
Income from operations (net of preferred stock
dividends and discount accretion) . . . . . . $ .03 $ .03 $ .07 $ .08
Extraordinary credits . . . . . . . . . . . . . -- .03 -- .06
Cumulative effect on prior years of a change in
accounting for income taxes . . . . . . . . . -- -- .17 --
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . $ .03 $ .06 $ .24 $ .14
======== ======== ========= ========
</TABLE>
See notes to consolidated financial statements.
- 3 -
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
Nine months ended
June 30,
----------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------------------
<S> <C> <C>
(Note 2)
Cash flows from operating activities:
Net income.................................................... $ 12,528 $ 7,622
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of a change in accounting
for income taxes........................................... (8,000) --
Depreciation and amortization............................... 29,547 28,582
Provision (benefit) for losses on accounts receivable....... -- (437)
Loss (gain) on disposition of assets........................ 727 (527)
Change in assets and liabilities
(excluding the effects of acquisitions):
Decrease in accounts and long-term receivables............ 2,389 18,309
Decrease (increase) in inventories and prepaid expenses... 4,510 (5,043)
Increase in other assets.................................. (5,426) (3,511)
Decrease in accounts payable and accrued expenses......... (14,318) (17,329)
Decrease in other noncurrent liabilities.................. (2,750) (5,264)
--------- --------
Net cash provided by operating activities............... 19,207 22,402
--------- --------
Cash flows from investing activities:
Proceeds from sale of assets.................................. 11,049 11,276
Purchases of property, plant and equipment.................... (14,001) (18,240)
Proceeds from notes receivable................................ -- 1,343
Payments to acquire companies and customer rights............. (16,852) (880)
--------- --------
Net cash used in investing activities................... (19,804) (6,501)
--------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants........... 1,198 1,907
Proceeds from revolving line of credit and
long-term borrowings......................................... 39,000 39,889
Principal payments on long-term debt ......................... (51,501) (55,672)
Preferred dividends paid...................................... (1,547) (1,547)
--------- --------
Payments related to the issuance of debt and equity........... -- (7,070)
--------- --------
Net cash used in financing activities................... (12,850) (22,493)
--------- --------
Effect of exchange rate changes on cash......................... 472 (595)
--------- --------
Decrease in cash and cash equivalents.......................... (12,975) (7,187)
Cash and cash equivalents at beginning of period................ 24,922 29,881
--------- --------
Cash and cash equivalents at end of period...................... $ 11,947 $ 22,694
========= ========
</TABLE>
-4-
<PAGE> 6
<TABLE>
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest ..................................................... $ 51,416 $ 52,941
Income taxes.................................................. $ 1,635 $ 2,493
</TABLE>
Supplemental disclosure of noncash investing and financial activities:
During 1994 and 1993, the Company acquired companies and rights to provide
future services. In conjunction with these acquisitions, the purchase price
consisted of the following:
<TABLE>
<CAPTION>
Nine months ended June 30
-------------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------------------
<S> <C> <C>
Cash paid ...................................................... $ 16,852 $ 880
Notes payable issued............................................ 4,240 350
Stock issued.................................................... 17,201 --
--------- ---------
Total fair value of acquisitions................................ $ 38,293 $ 1,230
========= =========
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE> 7
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 1994
Capital in
excess of
par value Cumulative Retained
Common of Common Translation earnings
(In thousands) Stock Stock Adjustment (deficit) Total
------------------------------------ -------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1993 ..... $ 406 $163,209 $ (4,744) $(145,072) $ 13,799
Exercise of stock options ......... 3 545 -- -- 548
Shares issued for purchases under the
Employee Stock Purchase Plan..... 2 648 -- -- 650
Preferred stock dividends ......... -- -- -- (1,547) (1,547)
Accretion of redeemable preferred
stock discount .................. -- -- -- (72) (72)
Translation adjustments for period. -- -- 1,916 -- 1,916
NBS Stock Issuance................. 20 7,380 -- -- 7,400
Graham Stock Issuance.............. 25 9,776 -- -- 9,801
Net income for the period (Note 2). -- -- -- 12,528 12,528
------- -------- -------- --------- ---------
BALANCE AT JUNE 30, 1994........... $ 456 $181,558 $ (2,828) $(134,163) $ 45,023
------- -------- -------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 1993
Capital in
excess of
par value Cumulative Retained
Common of Common Translation earnings
(In thousands) Stock Stock Adjustment (deficit) Total
------------------------------------ -------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1992 ..... $ 397 $161,198 $ 8,200 $(161,505) $ 8,290
Exercise of stock options ......... 4 897 -- -- 901
Shares issued for purchases under the
Employee Stock Purchase Plan..... 3 999 -- -- 1,002
Preferred stock dividends ......... -- -- -- (1,547) (1,547)
Accretion of redeemable preferred
stock discount .................. -- -- -- (72) (72)
Translation adjustments for period. -- -- (11,961) -- (11,961)
Other.............................. -- ( 239) -- -- (239)
Net income for the period ......... -- -- -- 7,622 7,622
------- -------- -------- --------- ---------
BALANCE AT JUNE 30, 1993 .......... $ 404 $162,855 $ (3,761) $(155,502) $ 3,996
======= ======== ======== ========= =========
</TABLE>
See notes to consolidated financial statements.
-6-
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ANACOMP, INC. AND SUBSIDIARIES
1. During interim periods, Anacomp follows the accounting policies set forth
in its Annual Report to Stockholders and its Report on Form 10-K filed
with the Securities and Exchange Commission. Users of financial
information produced for interim periods are encouraged to refer to the
footnotes contained in the Annual Report to Stockholders when reviewing
interim financial results.
In the opinion of management, the accompanying interim financial
statements contain all material adjustments, consisting only of normal
recurring adjustments necessary to present fairly the consolidated
financial condition, results of operations, and changes in financial
position and stockholders' equity of Anacomp and its subsidiaries for
interim periods. Certain amounts in the prior period financial
statements have been reclassified to conform to the current period
presentation.
2. The Company has restated its financial statements for the three and nine
months ended June 30, 1994 to recognize revenues for COM systems
warehoused for certain customers in the periods the units are shipped.
The impact of this restatement resulted in an increase in revenues and
net income of $458,000 and $125,000, respectively for the three month
period ended June 30, 1994, and a decrease in revenue and net income of
$1.1 million and $290,000, respectively for the nine month period ended
June 30, 1994. The restatement had no impact on prior periods. In
addition, the Company has reclassified accreted interest on unfavorable
lease reserves from discontinued operations to interest expense for all
periods presented.
3. Inventories are stated at the lower of cost or market, cost being
determined by methods approximating the first-in, first-out basis.
The cost of inventories is distributed as follows:
<TABLE>
<CAPTION>
Jun. 30, Sept. 30,
(In thousands) 1994 1993
------------------------------------------------------------
<S> <C> <C>
Finished goods . . . . . . . . . $ 45,380 $ 38,289
Work in process. . . . . . . . . 6,919 7,105
Raw materials and supplies . . . 14,580 23,798
-------- --------
$ 66,879 $ 69,192
======== ========
</TABLE>
4. In February 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (FAS 109). Under FAS 109, the Company recognizes income
taxes under the liability method of accounting for income taxes. The
liability method measures the expected tax impact of future taxable
income or deductions resulting from differences in the tax and financial
reporting bases of assets and liabilities reflected in the consolidated
balance sheet and the expected tax impact of carryforwards for tax
purposes. A valuation allowance is to be recorded against those tax
assets when it is "more likely than not" that the benefit will not be
realized.
FAS 109 was adopted in the first quarter of fiscal 1994. The Company
recorded a deferred tax asset of $95 million representing the tax effect
of federal and state tax NOLs and tax credits. The Company also recorded
a valuation allowance of $60 million reducing the deferred tax asset to a
net $35 million.
-7-
<PAGE> 9
Recognition of the deferred tax asset and valuation allowance at October
1, 1993 caused adjustments to the following financial statement
components:
<TABLE>
<CAPTION>
Capital Accrued
Net in excess Income
(In thousands) Income Goodwill of par value Taxes Total
------------------ ------ -------- ------------ ------- -------
<S> <C> <C> <C> <C> <C>
Deferred tax asset $8,000 $66,000 $6,000 $15,000 $95,000
Valuation allowance -- (39,000) (6,000) (15,000) (60,000)
------ ------- ------ ------- -------
Net deferred tax asset $8,000 $27,000 $ -- $ -- $35,000
====== ======= ====== ======= =======
</TABLE>
In the future, the federal provision for income taxes reflected in the
consolidated statement of operations will generally not require a cash
payout to the extent the Company has NOLs. The cash savings from the
utilization of NOLs will be reported as a reduction of the net deferred
tax asset recorded under the guidelines of FAS 109; thereafter, as a
reduction of goodwill.
The components of deferred tax assets and liabilities at October 1, 1993
are as follows:
Net Deferred Tax Asset (In thousands)
<TABLE>
<S> <C>
Tax effects of future tax deductible
differences related to:
Inventory reserves............................. $ 2,900
Depreciation................................... 1,400
Building reserves.............................. 7,400
EPA reserve.................................... 3,400
Sale/leaseback of assets....................... 1,800
Other net deductible differences............... 4,300
Tax effects of future taxable differences
related to:
Leases......................................... (4,600)
Capitalized software........................... (4,600)
--------
Net tax effects of future differences............ 12,000
--------
Tax effects of carryforward benefits:
Federal net operating loss carryforwards....... 80,000
Federal general business tax credits........... 3,000
--------
Tax effects of carryforwards..................... 83,000
--------
Tax effects of future differences
and carryforwards.............................. 95,000
Less valuation allowance......................... (60,000)
--------
Net deferred tax asset........................... $ 35,000
========
</TABLE>
At June 30, 1994, the Company had NOLs of approximately $208 million
available to offset future taxable income. An additional $31 million is
available in future periods as accrued expenses become deductible. The
Company also has tax credit carryforwards of $3 million available to reduce
future tax liabilities, including $1 million of preacquisition tax credits.
The NOLs expire commencing in 1995 ($15 million) with remaining amounts in
various periods through 2007. The tax credit carryforwards expire
substantially in 1997.
-8-
<PAGE> 10
In addition to the cumulative effect adjustment on the statement of
operations, the adoption of FAS 109 reduced goodwill amortization expense
by $188,000 and $554,000 during the three-month and nine-month periods
ended June 30, 1994, respectively. Accordingly, income from continuing
operations and net income increased by the same amounts, respectively.
There was no effect on earnings per common and common equivalent share.
If FAS 109 had been adopted beginning October 1, 1992, the following
proforma results would have been reported for the periods ended (In
thousands except per share amounts):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended June 30 Ended June 30
---------------- ---------------
1994 1993 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income from operations.............. $2,185 $2,297 $4,528 $ 5,486
Net Income.......................... 2,185 2,297 4,528 20,386
Earnings per common and common
equivalent share.................. .03 .04 .06 .44
</TABLE>
5. The computation of earnings per common and common equivalent share is based
upon the weighted average number of common shares outstanding during the
period plus (in periods in which they have a dilutive effect) the effect of
common shares contingently issuable, primarily from stock options and
exercise of warrants.
The fully diluted per share computation reflects the effect of common
shares contingently issuable upon the exercise of warrants in periods in
which such exercise would cause dilution. Fully diluted earnings per share
also reflect additional dilution related to stock options due to the use of
the market price at the end of the period, when higher than the average
price for the period.
Fully diluted earnings per share are the same as primary earnings per share
for the periods presented.
6. Effective January 3, 1994, the Company purchased the COM Services customer
base of 14 micrographics service centers operated by National Business
Systems ("NBS").
The purchase price consisted of (in thousands):
<TABLE>
<S> <C>
Cash paid to NBS shareholders...............................$ 7,400
Common stock issued to NBS shareholders..................... 7,400
Acquisition costs incurred.................................. 404
-------
$15,204
=======
</TABLE>
-9-
<PAGE> 11
7. Effective May 4, 1994, the Company purchased Graham Acquisition Corporation
("Graham Magnetics"). Graham Magnetics manufactures and distributes 3480
computer tape cartridges and open reel tape.
<TABLE>
<S> <C>
The purchase price consisted of (in thousands):
Common stock issued to Graham shareholders..................$ 8,516
Common stock issued to retire note payable.................. 1,285
Cash paid to retire bank debt............................... 5,540
Issuance of note payable to a creditor...................... 4,240
Acquisition costs incurred.................................. 477
-------
$20,058
=======
</TABLE>
The note payable issued in connection with the acquisition is unsecured and
bears interest at 10%. Principal payments of $345,329 plus accrued interest
is payable quarterly beginning July 15, 1994. The note holder may at any
time require the Company to prepay any amount of the note by issuing common
stock. The number of shares of common stock to be issued will equal the
prepayment amount divided by $3.57.
The acquisition agreement also provides for contingent consideration of up
to $7.6 million of Anacomp stock based upon the future earnings of the
magnetic media products division through September 1997. The contingent
consideration will be computed based upon an agreed upon formula and will be
issuable annually beginning in January 1995.
-10-
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues for the nine months ended June 30, 1994 were $429.0 million, an
increase of $3.3 million over the same period of the prior year. Micrographics
service revenues were up $5.2 million, or, 6%, largely as a result of the
acquisition of 14 data centers from National Business Systems (NBS) which was
effective January 3, 1994. Maintenance service revenues were up 3%. Magnetic
media sales were up 21% due to the acquisition of Graham Magnetics which was
effective May 4, 1994 and contributed $8.9 million for the quarter. COM system
sales and supply sales were down 13% and 9%, respectively, due primarily to
decreased shipments in the OEM channel.
Service revenues generated a gross profit margin of 30% for the nine months,
down from 32% in the same period of the prior year. The decline is due to
transition expenses incurred in assimilating the data center customers acquired
from NBS, as well as price competition in the COM services area. Equipment and
supply sales generated a gross profit margin of 28%, compared to 30% in the
prior year. The reduced margin results largely from reduced COM system and
reader printer shipments and the resulting impact on manufacturing costs.
Selling, general, and administrative expenses amounted to 15% of total revenues
in the current year compared to 16% in the prior period. The current period
benefited from insurance settlements with regard to EPA liabilities which
contributed a $2 million improvement over the prior period.
The financial statements reflect the Company's adoption of the Financial
Accounting Standards Board Statement No. 109, "Accounting for Income Taxes", as
discussed in Note 4 to the Consolidated Financial Statements. The June 30,
1994 Balance Sheet includes a $35 million deferred tax asset and the
Consolidated Statements of Operations include a $8 million one time adjustment
reflecting the cumulative effect on prior years of this accounting change.
LIQUIDITY AND CAPITAL RESOURCES
Working capital amounted to $21.2 million at June 30, 1994 compared to $30.9
million at September 30, 1993. The decrease is mainly due to improved
inventory turnover ratios. As disclosed in the Consolidated Statements of Cash
Flows, net cash provided by operating activities decreased $3 million in the
first nine months of fiscal year 1994 compared to the first nine months of
fiscal 1993. Net cash used in investing activities increased $13.3 million
principally because of the acquisitions of Graham Magnetics and of the data
centers from National Business Systems. Net cash used in financing activities
was reduced $9.6 million resulting from reduced principal payments related to
debt payment schedule modifications in March 1993. The Company believes that
operating cash flow in 1994 will be sufficient to meet cash requirements for
capital expenditures, debt repayments, and other obligations.
-11-
<PAGE> 13
ANACOMP, INC. AND SUBSIDIARIES
PART II: OTHER INFORMATION
<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C> <C>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(11) Computation of Earnings per Common Share. 14
(27) Financial data schedule (required for
electronic filing only)
(b) Reports on Form 8-K
On May 6, 1994, a Form 8-K was filed to report the
acquisition of Graham Magnetics.
</TABLE>
-12-
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANACOMP, INC.
/s/ Donald L. Viles
-------------------------
Donald L. Viles
Vice President and
Chief Accounting Officer
Dated this 27th day of March, 1995.
-13-
<PAGE> 1
EXHIBIT 11
Anacomp, Inc. and Subsidiaries
COMPUTATION OF EARNINGS PER COMMON SHARE (Unaudited)
PRIMARY
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
---------------- ------------------
(In thousands, except per share amounts) 1994 1993 1994 1993
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(Note 2) (Note 2)
Earnings per Common and
Common Equivalent Share:
Net income available to common ........ $ 1,645 $ 2,669 $10,909 $ 6,003
======= ======= ======= =======
Shares:
Weighted average common shares
outstanding .......................... 44,768 40,389 42,853 40,086
Adjustments:
(a) Assumed issuances under
stock option and stock
purchase plans ..................... 1,258 1,260 1,295 1,570
(b) Assumed exercise of warrants......... 1,629 663 1,846 1,431
------- ------- -------- -------
Total shares ............................. 47,655 42,312 45,994 43,087
======= ======= ======== =======
Earnings per common share................. $ .03 $ .06 $ .24 $ .14
======= ======= ======== =======
</TABLE>
-14-
<PAGE> 2
EXHIBIT 11
Anacomp, Inc. and Subsidiaries
COMPUTATION OF EARNINGS PER COMMON SHARE (Unaudited)
ASSUMING FULL DILUTION
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------ -----------------
(In thousands, except per share amounts) 1994 1993 1994 1993
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(Note 2) (Note 2)
Earnings per Common and
Common Equivalent Share:
Net income available to common ........ $ 1,645 $ 2,669 $10,909 $ 6,003
======= ======= ======= =======
Shares:
Weighted average common shares
outstanding .......................... 44,768 40,389 42,853 40,086
Adjustments:
(a) Assumed issuances under
stock option and stock
purchase plans ..................... 1,317 1,329 1,374 1,663
(b) Assumed exercise of warrants......... 1,650 687 1,928 1,512
------- ------- ------ ------
Total shares ............................. 47,735 42,405 46,155 43,261
======= ======= ====== ======
Earnings per common share................. $ .03 $ .06 $ .24 $ .14
======= ======= ====== ======
</TABLE>
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANACOMP
INC.'S JUNE 30, 1994 FORM 10-Q/A QUARTERLY REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> JUN-30-1994
<CASH> 11,947
<SECURITIES> 0
<RECEIVABLES> 116,890
<ALLOWANCES> 3,474
<INVENTORY> 66,879
<CURRENT-ASSETS> 214,843
<PP&E> 168,600
<DEPRECIATION> 103,758
<TOTAL-ASSETS> 664,091
<CURRENT-LIABILITIES> 193,631
<BONDS> 400,983
<COMMON> 0
0
24,454
<OTHER-SE> 45,023
<TOTAL-LIABILITY-AND-EQUITY> 664,091
<SALES> 261,576
<TOTAL-REVENUES> 429,099
<CGS> 188,151
<TOTAL-COSTS> 370,514
<OTHER-EXPENSES> 1,939
<LOSS-PROVISION> 690
<INTEREST-EXPENSE> 50,796
<INCOME-PRETAX> 9,728
<INCOME-TAX> 5,200
<INCOME-CONTINUING> 4,528
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 8,000
<NET-INCOME> 10,909
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANACOMP,
INC.'S JUNE 30, 1993 FORM 10-Q/A QUARTERLY REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1993
<PERIOD-END> JUN-30-1993
<CASH> 22,694
<SECURITIES> 0
<RECEIVABLES> 92,600
<ALLOWANCES> 3,761
<INVENTORY> 75,309
<CURRENT-ASSETS> 205,650
<PP&E> 172,557
<DEPRECIATION> 105,680
<TOTAL-ASSETS> 636,280
<CURRENT-LIABILITIES> 168,083
<BONDS> 439,842
<COMMON> 0
0
24,359
<OTHER-SE> 3,996
<TOTAL-LIABILITY-AND-EQUITY> 636,280
<SALES> 266,026
<TOTAL-REVENUES> 425,845
<CGS> 187,507
<TOTAL-COSTS> 364,855
<OTHER-EXPENSES> 445
<LOSS-PROVISION> 3,653
<INTEREST-EXPENSE> 51,863
<INCOME-PRETAX> 9,572
<INCOME-TAX> 4,650
<INCOME-CONTINUING> 4,922
<DISCONTINUED> 0
<EXTRAORDINARY> 2,700
<CHANGES> 0
<NET-INCOME> 6,003
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
