CADMUS COMMUNICATIONS CORP/NEW
8-K, 1999-11-02
COMMERCIAL PRINTING
Previous: COMMERCIAL FEDERAL CORP, 8-K, 1999-11-02
Next: SUN LIFE ASSURANCE CO OF CANADA US, 424B3, 1999-11-02


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------


                                    FORM 8-K

                                  ------------


               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) September 30, 1999
                                                        ------------------

                        CADMUS COMMUNICATIONS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            VIRGINIA                     0-12954                54-1274108
 ------------------------------        ------------       ----------------------
(State or other jurisdiction of        (Commission          (I.R.S. Employer
 incorporation or organization)        File Number)       Identification Number)



6620 WEST BROAD STREET, SUITE 240, RICHMOND, VIRGINIA                  23230
- -----------------------------------------------------                ----------
     (Address of principal executive offices)                        (Zip Code)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE                (804) 287-5680
                                                                  --------------
<PAGE>

ITEM 5.       OTHER EVENTS.

On November 2, 1999, Cadmus Communications Corporation (the "Company") issued
the press release attached hereto as Exhibit 99.1 with respect to first quarter
financial results. C. Stephenson Gillispie, Jr., chairman, president and chief
executive officer, Bruce V. Thomas, executive vice president and chief operating
officer, and David E. Bosher, vice president, treasurer and chief financial
officer, read the prepared remarks attached hereto as Exhibit 99.2 on a
conference call with analysts, shareholders, prospective investors, and other
interested parties. Information in these documents relating to Cadmus' future
prospects and performance are "forward-looking statements," as defined by the
Private Securities Litigation Reform Act of 1995, and, as such, are subject to
certain risks and uncertainties that could cause actual results to differ
materially. Potential risks and uncertainties include but are not limited to:
(1) the effective integration of recent acquisitions, (2) continuing competitive
pricing in the markets in which the Company competes, (3) the gain or loss of
significant customers or the decrease in demand from existing customers, (4) the
ability of the Company to continue to obtain improved efficiencies and lower
overall production costs, (5) changes in the Company's product sales mix, (6)
the performance of new management and leadership teams in the Company and its
divisions, (7) the impact of industry consolidation among key customers, (8) the
ability of the Company to operate profitably and effectively with higher levels
of indebtedness, and (9) the ability to retain key employees and managers in
light of lower-than-planned incentives and benefits.





ITEM 7.     EXHIBITS.

         Exhibit 99.1               Press Release
         Exhibit 99.2               Prepared Remarks from Conference Call



<PAGE>


                                   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 hereunto duly authorized on November 2, 1999.


                            CADMUS COMMUNICATIONS CORPORATION


                            By: /s/ C. Stephenson Gillispie, Jr.
                                ------------------------------------------------
                                C. Stephenson Gillispie, Jr.
                                Chairman, President, and Chief Executive Officer


<PAGE>


                                  EXHIBIT INDEX


         EXHIBIT


99.1     Press Release
99.2     Prepared Remarks from Conference Call

                                                                    EXHIBIT 99-1

FOR IMMEDIATE RELEASE               CONTACT:   Teri Schrettenbrunner
                                               Corporate Communications Director
                                               (804) 287-6260


              CADMUS COMMUNICATIONS ANNOUNCES FIRST QUARTER RESULTS
                             ----------------------
        EARNINGS OF $0.17 PER SHARE RECORDED BEFORE RESTRUCTURING CHARGES

RICHMOND, VA (Nov. 2, 1999) - Cadmus Communications Corporation (Nasdaq/NM:
CDMS) today announced earnings before restructuring charges of $1.5 million, or
$0.17 per share, for the first quarter of its fiscal 2000 year. Financial
highlights for the three months ended September 30, 1999, were as follows:

     o   net sales increased 25% to $124.8 million compared with $99.8 million
         last year;
     o   net income, before restructuring charges, totaled $1.5 million, or
         $0.17 per share;
     o   after-tax charges of $14.1 million, or $1.56 per share, were recorded
         for the quarter as part of the restructuring plan announced last month;
     o   EBITDA, adjusted for the restructuring charges, rose 40% to $15.5
         million compared with $11.1 million; and,
     o   strong cash flows resulted in a $16 million debt reduction.

"The results for the first fiscal quarter were in line with our earlier
announcements," remarked C. Stephenson Gillispie, Jr., Cadmus' chairman,
president, and chief executive officer. "Excluding the effect of the
restructuring charges, first quarter earnings were adversely impacted by a net
operating loss of $1.9 million from our point of purchase (POP) business unit,
which we recently decided to close. The major portion of the charges recorded in
the first quarter relates to the closure of this business, which we expect to
complete next month. As anticipated, we will be recording an additional
restructuring charge in the second quarter related to the completion of the POP
closure and the other actions we are taking to focus our resources on the
professional communications and specialty packaging markets. We continue to
expect that these steps will be substantially complete by the end of fiscal 2000
and that the annual savings from these changes will total at least $6 million."

Gillispie continued, "One of our key goals for fiscal 2000 has been to reduce
our financial leverage. EBITDA, excluding restructuring charges, rose 40% in the
first quarter to $15.5 million. We were able to use our cash flow from
operations to reduce debt by over $16 million during the quarter. We are
committed to making the appropriate investments in our business units to support
our future growth, but expect to generate sufficient funds in excess of our
operating and capital investment needs to continue to reduce our total debt."

Bruce V. Thomas, executive vice president and chief operating officer,
commented, "The gain in sales for the first quarter relates to continued strong
internal growth from our specialty packaging business and the incremental
contribution from the Mack Printing Group that we acquired in April of 1999. We
are pleased with the benefits to-date of this acquisition and expect its
positive impact to continue over the balance of this fiscal year. The sales
force within our professional communications group has now been integrated; and
as we effect the planned consolidation of redundant facilities and operations,
we expect not only increased operating efficiencies but also renewed growth in
net sales. In addition, our specialty packaging, technology solutions, and
graphic solutions businesses recorded excellent year-to-year gains in net sales
for the first quarter, extending the favorable momentum they achieved during
fiscal 1999."

FISCAL FIRST QUARTER OPERATING RESULTS - DETAILED REVIEW
Net sales for the first quarter rose 25% to $124.8 million. Adjusted for the
contribution from Mack and for divested operations, net sales increased 3% for
the first quarter from $85.4 million to $87.7 million. The company

<PAGE>

continued to experience strong internal sales growth from its specialty
packaging, technology solutions, and graphic solutions businesses. Professional
communications sales were down slightly due to lower paper prices, changes in
sales mix, and a lull in new business development activities as the Mack-CJS
sales force was being integrated.

Operating income before restructuring charges increased 37% to $8.4 million from
$6.1 million last year and adjusted operating margins improved to 6.7% of sales
from 6.1% last year. EBITDA, adjusted for restructuring charges, totaled $15.5
million, up 40% from $11.1 million a year ago. Strong cash flow from operations
(approximately $13 million), combined with proceeds from the sale of the
Company's direct marketing operation, resulted in a reduction in total debt of
$16 million for the quarter, leaving total debt at $259.5 million at the close
of the quarter.

Net income for the first quarter, excluding restructuring charges, totaled $1.5
million, or $0.17 per share, compared with $2.5 million, or $0.31 per share last
year. After restructuring charges, the Company recorded a net loss in the first
quarter of $12.6 million, or $1.39 per share, compared to net income of $2.5
million, or $.31 per share, in the same period last year.

Restructuring charges recorded in the first quarter include the write-off of
intangible assets related to the Company's POP business, the write-off of
redundant manufacturing software resulting from the integration of Mack, and a
net gain on the closure and divestiture of two marketing agencies. These charges
totaled $16.6 million before taxes and $14.1 million after taxes. The Company
expects an additional pre-tax charge in the second quarter of approximately $16
million to $21 million, related to the integration of Mack, the elimination of
certain corporate and marketing communications sector administrative costs, and
the completion of the POP business closure. Of the total pre-tax restructuring
charges of $33 million to $37 million, cash charges will comprise approximately
$4 million to $5 million.

Cadmus Communications Corporation provides customers with integrated, end-to-end
communications solutions. The Company is organized around two primary markets:
Professional Communications, serving customers who publish information, and
Marketing Communications, serving customers who convey marketing messages.
Additional information about Cadmus is available at the Company's web site -

                                       ###

           "Safe Harbor" Statement under the Private Securities Litigation
           Reform Act of 1995: Information in this release relating to Cadmus'
           future prospects and performance are "forward-looking statements"
           and, as such, are subject to certain risks and uncertainties that
           could cause actual results to differ materially. Potential risks and
           uncertainties include but are not limited to: (1) the effective
           integration of recent acquisitions, (2) continuing competitive
           pricing in the markets in which the Company competes, (3) the gain or
           loss of significant customers or the decrease in demand from existing
           customers, (4) the ability of the Company to continue to obtain
           improved efficiencies and lower overall production costs, (5) changes
           in the Company's product sales mix, (6) the performance of new
           management and leadership teams in the Company and its divisions, (7)
           the impact of industry consolidation among key customers, (8) the
           ability of the Company to operate profitably and effectively with
           higher levels of indebtedness, and (9) the ability to retain key
           employees and managers in light of lower-than-planned incentives and
           benefits.
<PAGE>
               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)


                                                   Three Months Ended
                                                      September 30,
                                                 ----------------------
                                                    1999         1998
                                                 ---------    ---------

Net sales                                        $ 124,757    $  99,784

Operating expenses:
     Cost of sales                                  98,915       79,035
     Selling and administrative                     17,451       14,624
     Restructuring charges                          16,590         --
                                                 ---------    ---------
                                                   132,956       93,659

Operating income (loss)                             (8,199)       6,125

Interest and other expenses:
     Interest                                        6,167        2,143
     Other, net                                       (428)        (134)
                                                 ---------    ---------
                                                     5,739        2,009


Income (loss) before income taxes                  (13,938)       4,116

Income tax expense (benefit)                        (1,305)       1,585
                                                 ---------    ---------

Net income (loss)                                $ (12,633)   $   2,531
                                                 =========    =========


Net income (loss) per share, assuming dilution   $   (1.39)   $     .31
                                                 =========    =========

Weighted-average common shares outstanding           9,080        8,206
                                                 =========    =========

<PAGE>
                               SELECTED HIGHLIGHTS
               (In thousands, except per share data and percents)
                                   (Unaudited)


                                                     Three Months Ended
                                                        September 30,
                                                  ------------------------
                                                     1999          1998
                                                  ----------    ----------

OPERATING DATA, BEFORE RESTRUCTURING CHARGES*:

Operating income                                  $    8,391    $    6,125
Income                                                 1,512         2,531
EBITDA                                                15,540        11,132
Depreciation & amortization expense                    6,721         4,873
Percent to net sales
   Gross profit                                         20.7%         20.8%
   Selling, general and administrative expenses         14.0%         14.7%
   Operating income                                      6.7%          6.1%
   EBITDA                                               12.5%         11.2%
Earnings per share, assuming dilution             $      .17 $         .31

* Before restructuring charges of $16.6 million ($14.1 million net of tax) in
  fiscal 2000.




                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In thousands)

                                                September 30,     June 30,
                                                    1999            1999
                                                  --------        --------
                                                 (Unaudited)
ASSETS:
    Cash and cash equivalents                     $  7,070        $  5,068
    Other current assets                           128,595         135,190
    Property, plant and equipment, net             163,730         173,085
    Other assets                                   194,817         210,503
                                                  --------        --------

TOTAL ASSETS                                      $494,212        $523,846
                                                  ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY:
    Current liabilities, excluding current debt     72,188          73,292
    Total debt                                     259,543         275,879
    Other long-term liabilities                     38,997          38,142
    Shareholders'equity                            123,484         136,533
                                                  --------        --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $494,212        $523,846
                                                  ========        ========




PREPARED REMARKS FROM CONFERENCE CALL                               EXHIBIT 99-2


                     FIRST QUARTER FY 2000 EARNINGS RELEASE
                             CONFERENCE CALL SCRIPT


INTRODUCTION - STEVE GILLISPIE

Good morning and thank you for participating in this call. This morning, Bruce
Thomas, our executive vice president and chief operating officer, and David
Bosher, our chief financial officer, will join me in reviewing the results for
our first fiscal quarter. Each of you should have received a copy of the news
release that we issued this morning on Cadmus' financial performance for the
three months ended September 30, 1999.

As we indicated in our call several weeks ago, we recorded restructuring charges
in the first quarter of $16.6 million before taxes and $14.1 million after
taxes, resulting in a net loss for our fiscal first quarter. The total charge is
expected to amount to $33-$37 million before taxes, with the remainder to be
recorded in the second quarter.

We will be glad to go into more detail about the status of the restructuring
plan, but there is not much new to report that has happened since we announced
it three weeks ago. Everything is proceeding well and on schedule. We have not
encountered any meaningful surprises, issues or obstacles as we have begun to
implement our restructuring plan. Reaction from our associates and customers has
been positive, and we still believe that annualized savings will be in the $6-7
million range.

Also as I indicated in our call last month, I understand the frustration that
investors have with the Company's recent performance. The first quarter's
results only highlight the need to immediately address the POP situation - which
we have done. We are confident that results for the balance of this year will
show a positive track for Cadmus, and we are committed to delivering that
improved financial performance.

With that, I will turn the call over to David Bosher who will go over the
financial results and help you separate the results of the ongoing operations
from those that have been sold or closed. Dave.

FINANCIAL REVIEW - DAVID BOSHER

Thank you, Steve.
First Quarter Operating Results. I am not going to reiterate the numbers from
our news release, but let me highlight a couple of year-to-year comparisons that
will help you understand the true pace of the ongoing business.

Mack added $37.0 million to our sales in the first quarter. Excluding that
contribution and the sales from operations we have divested since a year ago,
our pro forma sales rose 3% for the quarter, from $85.5 million to $87.7
million.

Professional communications net sales, adjusted for the acquisition of Mack,
were down 3% for the quarter due primarily to lower paper prices, as well as a
lull in new business acquisition as we integrated the Mack and CJS sales forces.
Based on current booked volume and backlogs in our plants, we are confident that
we will show renewed sales growth from this group in our fiscal second quarter
and ensuing quarters as the successful integration of the sales forces begins to
yield benefits.
<PAGE>

Marketing communications net sales, adjusted for acquisitions and divestitures,
were up 9% in the first quarter, driven by continued growth in our specialty
packaging business and graphic solutions operations, which offset a significant
decline in point of purchase net sales. Our specialty packaging business
recorded a particularly strong gain in sales of 41% due to both increased sales
to existing customers as well as to new ones. This continuation of double-digit
growth is especially encouraging, since it will help absorb the capacity in our
Charlotte manufacturing operations, which should add to operating earnings and
margins over the balance of this year. We expect this internal growth to
continue in the second quarter and we are encouraged that this business is on
track to return to its historical levels of profitability.

Before restructuring charges, operating income rose 37% for the quarter from
$6.1 million last year to $8.4 million, and operating margins improved to 6.7%
in the quarter. First quarter EBITDA rose 40% to $15.5 million. Included in
these first quarter operating results was an operating loss from our point of
purchase business of $1.9 million. Adjusted for this loss, EBITDA would have
been $17.4 million in the first quarter.

Now, let's take a look at our balance sheet. We exceeded our cash flow targets
and reduced debt by $16.3 million during the first quarter, bringing total debt
at September 30 down to $259.5 million compared to $275.9 million at June 30.
Cash flow in the quarter totaled $18.8 million. Free cash flow from operations
provided $12.8 million, and proceeds from the sale of our direct marketing
business provided the remaining $6.0 million. Capital expenditures in the first
quarter totaled $5.1 million, keeping us on-target for our full-year fiscal 2000
capital spending plan of $20 million. This capital spending plan, coupled with
continued improvements in working capital management, should result in free cash
flow of at least $20 million for the fiscal year. As we have stated, our plan
remains to use free cash flow to repay debt.

Finally, I'd like to provide you a brief update on the restructuring plan. As
Steve said, we estimate the charge will still be in the range of $33-37 million
before taxes. The savings are still estimated at $6 to $7 million before taxes,
with another $1 million in reduced interest expense from net cash generated by
the plan. The pre-tax cash cost component of the plan is estimated at $5-6
million currently, yielding us a cash savings return of less than one year.
Several of the restructuring actions have already been initiated and will begin
to have a positive impact on our fiscal third quarter results.

With that, I will turn it back over to Steve.

Steve

CLOSING - STEVE GILLISPIE

Thank you again for your participation this morning. We had not expected this
call to run too long since the important script for Cadmus is going to be
written in subsequent periods this year. Bruce, Dave, and I are available to
answer any individual questions you may have, and we look forward to reporting
to you again at mid-year about the progress of the changes we are making in our
organization and the outlook for our second half.

Operator, we are now ready for questions.



Top Judgements:
Palmer v. Teva Canada Ltd. | Aug 12, 2022
Janssen Inc. v. Sandoz Canada Inc. | May 31, 2022
Markowich v. Lundin Mining Corporation | Jan 6, 2022
Canada (National Revenue) v. Ghermezian | Feb 23, 2022
Canadian Union of Public Employees, Local Unions 835 v South Shore District Health Authority | Jan 17, 2015
Arctic Cat Inc. v. Bombardier Recreational Products Inc. | Sep 16, 2016
Canadian Airport Workers Union v Goodwill Industries | Mar 4, 2022
Cassan v. The Queen | Sep 8, 2017
Toronto Professional Fire Fighters’ Association, I.A.A.F. Local 3888 v City of Toronto | Aug 26, 2022
Cambie Surgeries Corporation v. British Columbia (Attorney General) | Sep 10, 2020
Cowichan Tribes v Canada | Jun 3, 2022
Brain cancer (glioblastoma multiforme) | ONWSIAT Decision No. 1642/21 | Jul 18, 2022
Konicek v Vantown Infrastructure Invesco Inc. | Sep 9, 2022
C.S.S. Office Furniture Systems Service Inc. v Burns | Aug 11, 2022
Saskatoon Co-operative Association Limited v United Food and Commercial Workers | Aug 15, 2022
Old Lakeshore Inc. v City of Burlington | Sep 2, 2022
Tietz v. Affinor Growers Inc. | Sep 13, 2022
Efficiencyone (E1) | Sep 6, 2022
President's Choice Bank v. The Queen | Jul 19, 2022
First Global Data Ltd | Sep 15, 2022
Rayonier v Unifor, Locals 256 and 89 | Aug 11, 2022
Alberta Workers’ Compensation Appeals Commission | Decision No. 2021-0334 | Jul 14, 2022
Metrowest Developments Ltd v Flynn Canada Ltd | Sep 14, 2022
R. v. Cameron | Jul 15, 2022
Functional Servicing and Stormwater Management | Jul 28, 2022
101034761 Saskatchewan Ltd. v Mossing | Aug 24, 2022
Waste Control Services Inc. v International Union of Operating Engineers, Local No. 115 | Aug 12, 2022
RJM56 Holdings Inc. c. Bazinet | Aug 17, 2022
Sherwood v The Owners, Strata Plan VIS 1549 | Aug 9, 2022
WCAT Decision A2001487 | Aug 8, 2022
City of Hamilton v Ontario Water Employees’ Association | Sep 12, 2022
Century Services Corp. v. LeRoy | Jul 8, 2022
United Food and Commercial Workers, Local 175 v Metro Ontario Inc. | Jul 4, 2022
Langmaid’s Island Corporation v Lake of Bays | Sep 12, 2022
WCAT Decision A2102416 | Jul 22, 2022
Inquiry about McAbee Fossil beds | Jul 14, 2022
1088558 Ontario Inc. v. Musial | Sep 16, 2022
Biogen Canada Inc. v. Pharmascience Inc. | Aug 8, 2022
CIC Management Services Inc. v City of Toronto | Jul 21, 2022
Bonterra Energy Corp v Rosells’ Enterprises Ltd | Aug 31, 2022
WCAT Decision A2100606 | Aug 17, 2022
Leffler v Aaron Behiel Legal Professional Corporation | Jun 30, 2022
Espartel Investments v. MTCC No. 993 | Aug 19, 2022
Onespace Unlimited Inc. v. Plus Development Group Corp. | Sep 19, 2022
Professional Institute of the Public Service of Canada v. Canada Revenue Agency | Jun 23, 2022
Community Savings Credit Union v. Bodnar | Jul 29, 2022
Galperti SRL v F.I.A.L. Finanziaria Industrie Alto Lario S.P.A | Jun 30, 2022
WCAT Decision A2102352 | Jul 6, 2022
WCAT Decision A2102306 | Jul 25, 2022
Thrive Capital Management Ltd. v. Noble 1324 Queen Inc. | Jul 12, 2022
Questor Technology Inc v Stagg | Sep 8, 2022
MediPharm v. Hexo and Hwang | Jul 25, 2022
Immunization rates & vaccine hesitancy | Aug 17, 2022
Morabito v. British Columbia Securities Commission | Aug 12, 2022
Killeleagh v Mountain View County (Development Authority) | Aug 24, 2022
Quality Control Council v Stanley Inspection Canada Ltd. | Sep 9, 2022
British Columbia Investment Management Corporation | Aug 17, 2022
Abbeylawn Manor Living Inc. v Sevice Employees International Union, Local 1 Canada | Jul 5, 2022
Windrift Adventures Inc. et al. v. Chief Animal Welfare Inspector | Aug 18, 2022
Irani and Khan v. Registrar, Motor Vehicle Dealers Act | Jul 14, 2022
CP REIT Ontario Properties Limited v City of Toronto | Aug 12, 2022
Potash Corporation of Saskatchewan Inc. v. The Queen | Jul 7, 2022
Wong v. Pretium Resources Inc. | Jul 22, 2022
Labourers' International Union of North America, Local 183, Union v Mulmer Services Ltd. | Aug 5, 2022
City of Mississauga v. Hung | Sep 22, 2022

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission