BANTA CORP
10-Q, 1997-05-13
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    FORM 10-Q


   (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 0-6187

                                BANTA CORPORATION

             (Exact name of registrant as specified in its charter)

             Wisconsin                                        39-0148550     
   (State or other jurisdiction                             (IRS Employer    
   of incorporation or organization)                         I.D. Number)    

   225 Main Street, Menasha, Wisconsin                         54952         
   (Address of principal executive offices)                  (Zip Code)      

   Registrant's telephone number, including area code:  (414) 751-7777

        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 registrant had outstanding on March 29, 1997, 29,879,810 shares
   of $.10 par value common stock.

   <PAGE>
                       BANTA CORPORATION AND SUBSIDIARIES
                           Quarterly Report Form 10-Q
                      For the Quarter Ended March 29, 1997

                                      INDEX




   PART I   Financial Statements:                                 Page Number


          Unaudited Consolidated Condensed Balance Sheets 
            March 29, 1997 and December 28, 1996 . . . . . . . . . . .   3   

          Unaudited Consolidated Condensed Statements of
            Earnings for the Three Months Ended March 29, 1997
            and March 30, 1996 . . . . . . . . . . . . . . . . . . . . . 4   

          Unaudited Consolidated Condensed Statements of
            Cash Flows for the Three Months Ended March 29, 1997
            and March 30, 1996 . . . . . . . . . . . . . . . . . . . . . 5   

          Notes to Unaudited Consolidated Condensed 
            Financial Statements . . . . . . . . . . . . . . . . . . . . 6   

          Management's Discussion and Analysis of Financial
            Condition and Results of Operations  . . . . . . . . . . . . 7-8 


   PART II  Other Information and Signatures:

          Item 6 - Exhibits and Reports on Form 8-K  . . . . . . . . . . 8   



   Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9   


   <PAGE>
   PART I   Item 1 - Financial Statements


                       BANTA CORPORATION AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

                                             (Dollars in thousands)
                                         March 29,           December 28,
                                            1997                 1996

   ASSETS

   Current Assets
      Cash and cash equivalents            $   49,887       $    57,417 
      Receivables                             195,572           206,245 
      Inventories                              74,718            69,063 
      Other current assets                     18,314            14,730 
                                             --------         ---------
          Total Current Assets                338,491           347,455 
                                             --------         ---------
   Plant and Equipment                        658,870           650,243 
   Less: Accumulated Depreciation            (341,759)         (330,304)
                                             --------         ---------
   Plant and Equipment, net                   317,111           319,939 
                                             --------         ---------
   Other Assets                                13,933            11,886 
   Cost in Excess of Net Assets of
     Subsidiaries Acquired                     38,975            39,938 
                                             --------         ---------
                                           $  708,510       $   719,218 
                                             ========         =========


   LIABILITIES AND SHAREHOLDERS'
     INVESTMENT

   Current Liabilities
      Short-term debt                      $    2,509       $   4,620
      Accounts payable                         84,986          75,428
      Accrued salaries and wages               18,094          18,269
      Other accrued liabilities                29,334          23,888
      Current maturities of long-term
       debt                                     5,448           5,620
                                             --------         -------
          Total Current Liabilities           140,371         127,825
                                              --------        -------
   Long-term Debt                             133,539         133,696
   Deferred Income Taxes                       21,910          21,805
   Other Non-Current Liabilities               14,320          15,300

   Shareholders' Investment
      Preferred stock-$10 par value; 
          authorized 300,000 shares;
         none issued                                0               0
      Common stock-$.10 par value; 
          authorized 75,000,000 shares; 
          29,879,810 and 30,969,069
         shares issued and outstanding,
         respectively                           2,988           3,097
      Amount in excess of par value of
       stock                                   38,991          66,119
      Cumulative translation adjustment          (123)          1,473
      Retained earnings                       356,514         349,903
                                             --------        --------
          Total Shareholders' Investment      398,370         420,592
                                             --------        --------
                                           $  708,510       $ 719,218
                                             ========        ========

   See accompanying notes to consolidated financial statements

   <PAGE>

                       BANTA CORPORATION AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF EARNINGS

                                          (Dollars in thousands, except
                                                 per share amounts)
                                                 Three Months Ended
                                           March 29, 1997   March 30, 1996

   Net sales                               $     275,363    $    271,270  
   Cost of goods sold                            222,641         221,547  
                                              ----------      ----------
      Gross earnings                              52,722          49,723  
   Selling and administrative expenses            34,385          32,279  
                                              ----------      ----------
      Earnings from operations                    18,337          17,444 
   Interest expense                               (2,793)         (2,861) 
   Other, net                                        874             155  
                                              ----------      ----------
      Earnings before income taxes                16,418          14,738  
   Provision for income taxes                      6,400           5,900  
                                              ----------      ----------
      Net earnings                         $      10,018    $      8,838 
                                              ==========      ==========

   Earnings per share of common stock      $         .33    $        .28  
                                              ==========      ==========
   Average common shares outstanding          30,542,086      31,357,429 
                                              ==========      ==========
   Cash dividends per common share         $         .11    $        .11 
                                              ==========      ==========


   See accompanying notes to consolidated financial statements

   <PAGE>
   <TABLE>
   <CAPTION>
                                                 BANTA CORPORATION AND SUBSIDIARIES
                                      UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                                                  (Dollars in thousands)
                                                                    Three Months Ended

                                                               March 29, 1997   March 30, 1996

   <S>                                                         <C>              <C> 
   Cash Flows From Operating Activities
      Net earnings                                             $  10,018        $   8,838  
      Depreciation and amortization                               15,164           14,672  
      Deferred income taxes                                          105              160  
      Change in assets and liabilities:
        Decrease in receivables                                   10,673            3,146  
        (Increase) decrease in inventories                        (5,655)           1,256  
        (Increase) decrease in other current assets               (3,584)             915  
        Increase (decrease) in accounts payable
           and accrued liabilities                                14,934           (6,636)
        (Increase) decrease in other non-current assets           (2,047)             349 
        Other, net                                                (2,068)             323 
                                                                 -------          -------
           Cash provided from operating activities                37,540           23,023 
                                                                 -------          -------
   Cash Flows From Investing Activities
      Capital expenditures, net                                  (11,986)         (19,103)
                                                                 -------          -------
           Cash used for investing activities                    (11,986)         (19,103)
                                                                 -------          -------
   Cash Flows From Financing Activities
      Repayment of short-term debt, net                           (2,111)               0 
      Repayment of long-term debt                                   (329)          (1,572)
      Dividends paid                                              (3,407)          (3,292)
      Proceeds from exercise of stock options                        333            1,397 
      Repurchase of common stock                                 (27,570)               0 
                                                                 -------          -------
           Cash used for financing activities                    (33,084)          (3,467)
                                                                 -------          -------
   Net (decrease) increase in cash                                (7,530)             453 
   Cash and cash equivalents at beginning of period               57,417           27,130 
                                                                 -------          -------
           Cash and cash equivalents at end of period          $  49,887        $  27,583 
                                                                 =======          =======
   Cash payments for:
      Interest, net of amount capitalized                      $   2,521        $   2,498 
      Income taxes                                                 1,267            1,062 
   </TABLE>

   See accompanying notes to consolidated statements

   <PAGE>
                       BANTA CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

   1)   Basis of Presentation

      The condensed financial statements included herein have been prepared
      by the Corporation, without audit, pursuant to the rules and
      regulations of the Securities and Exchange Commission.  Certain
      information and footnote disclosures normally included in financial
      statements prepared in accordance with generally accepted accounting
      principles have been condensed or omitted pursuant to such rules and
      regulations, although the Corporation believes that the disclosures are
      adequate to make the information presented not misleading.  It is
      suggested that these condensed financial statements be read in
      conjunction with the financial statements and the notes thereto
      included in the Corporation's latest Annual Report on Form 10-K.

      In the opinion of Management, the aforementioned statements reflect all
      adjustments (consisting only of normal recurring adjustments) necessary
      for a fair presentation of the results for the interim periods. 
      Results for the three months ended March 29, 1997, are not necessarily
      indicative of results that may be expected for the year ended January
      3, 1998.

   2)   Inventories

      The majority of the Corporation's inventories used in its printing
      operations are accounted for at cost determined on a last-in, first-out
      (LIFO) basis, which is not in excess of market.  The remaining
      inventories are stated at the lower of cost or market using the first-
      in, first-out (FIFO) method.  Inventories include material, labor and
      manufacturing overhead.

      Inventory amounts at March 29, 1997 and December 28, 1996 were as
      follows:
                                              (Dollars in thousands)
                                                             December 28,
                                           March 29, 1997         1996

   Raw Materials and Supplies            $        44,863    $    40,980  
                                     
   Work-In-Process and Finished Goods             34,228         32,456  
                                                 -------        -------  
      FIFO value (current cost of all
          inventories)                            79,091         73,436  

   Excess of current cost over carrying
      value of LIFO inventories                   (4,373)        (4,373) 
                                                 -------        -------  

         Net Inventories                 $        74,718    $    69,063  
                                                 =======         ======= 


   3)   In March 1997, the Financial Accounting Standards Board issued
        Statement of Financial Accounting Standards No. 128, "Earnings per
        Share."  The new statement requires changes in the manner in which
        earnings per share are calculated and is effective for fiscal years
        ending after December 15, 1997.  The Standard does not allow early
        adoption.  The Corporation intends to adopt this standard during the
        fourth quarter of 1997.  The adoption of this standard is not
        expected to have a material effect on the Corporation's earnings per
        share.


   Item 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   FINANCIAL CONDITION

   Liquidity and Capital Resources

      The Corporation's net working capital decreased by approximately $21.5
      million during the first quarter of 1997 primarily because the
      Corporation purchased approximately 1.1 million shares of its common
      stock under a repurchase program authorized by its Board of Directors. 
      In April 1997, the Board authorized the purchase of up to an additional
      1.5 million shares.

   RESULTS OF OPERATIONS

   Net Sales

      Sales for the first quarter of 1997 were $4.1 million (2%) higher than
      for first quarter of 1996. The sales increase was offset by lower paper
      prices in the first quarter of 1997 as compared with the first quarter
      of 1996.  The cost of paper is generally passed on to the Corporation's
      customers and, as a result, as paper prices decreased from 1996 levels,
      the Corporation's sales also decreased.  Comparable paper prices to
      those in first quarter 1996 would have increased 1997 revenues by
      approximately $22 million. Operating activity levels during the first
      quarter of 1997, in all of the Corporation's market classifications,
      were above 1996 first quarter levels. Significant sales gains were made
      in the book market where the plants previously serving the computer
      software documentation publishers successfully refocused their efforts
      toward smaller size trade books.

   Cost of Goods Sold

      Cost of goods sold as a percentage of sales decreased from 81.7% for
      the first quarter of 1996 to 80.9% for the first quarter of 1997.  This
      overall margin gain resulted from several factors. Since the sale of
      paper generally has lower margins than manufacturing sales, the
      decrease in paper sales increased average margins. Additionally,
      increased utilization among most of the Corporation's operating
      facilities increased margins.

   Selling and Administrative Expenses

      Selling and administrative expenses were $2.1 million higher for the
      first quarter of 1997 than for the first quarter of 1996.  The increase
      is primarily due to the higher level of operating activity and the
      selling and administrative expenses related to that higher level.


   Interest Expense

      Interest expense was $68,000 lower in the first quarter of 1996 than
      for the first quarter of 1996 due to decreased debt levels. 

   Income Taxes

      The Corporation's effective first quarter income tax rates declined by
      1% due to an increase in tax-free interest income earned compared to
      the first quarter of 1996.

                           PART II: OTHER INFORMATION

   Item 6.   Exhibits and Reports on Form 8-K

        (a)  Exhibits -
             27 - Financial Data Schedule (EDGAR version only)

        (b)  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.

   BANTA CORPORATION



   /S/ GERALD A. HENSELER
   Gerald A. Henseler
   Executive Vice President and Chief Financial Officer


   Date        May 9, 1997    


   <PAGE>
                                BANTA CORPORATION
                           EXHIBIT INDEX TO FORM 10-Q
                      For The Quarter Ended March 29, 1997

   Exhibit Number

   27   Financial Data Schedule (EDGAR version only)


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF BANTA CORPORATION AS OF AND FOR THE THREE
MONTHS ENDED MARCH 29, 1997 AN QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-03-1998
<PERIOD-START>                             DEC-30-1996
<PERIOD-END>                               MAR-29-1997
<CASH>                                          49,887
<SECURITIES>                                         0
<RECEIVABLES>                                  198,951
<ALLOWANCES>                                     3,379
<INVENTORY>                                     74,718
<CURRENT-ASSETS>                               338,491
<PP&E>                                         658,870
<DEPRECIATION>                                 341,759
<TOTAL-ASSETS>                                 708,510
<CURRENT-LIABILITIES>                          140,371
<BONDS>                                        133,539
                                0
                                          0
<COMMON>                                         2,988
<OTHER-SE>                                     395,382
<TOTAL-LIABILITY-AND-EQUITY>                   708,510
<SALES>                                        275,363
<TOTAL-REVENUES>                               275,363
<CGS>                                          222,641
<TOTAL-COSTS>                                  222,641
<OTHER-EXPENSES>                                34,385
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,793
<INCOME-PRETAX>                                 16,418
<INCOME-TAX>                                     6,400
<INCOME-CONTINUING>                             10,018
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,018
<EPS-PRIMARY>                                     0.33
<EPS-DILUTED>                                     0.33
        

</TABLE>


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