-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EqQxrtXKHwOlYv4Pq2kEG11TaAuBiyk1VBSFFTuMg49YFa9yPpFJV3bGnSfw552u tTeUSA0K5a/MawPGb+3P4g== 0000912057-01-515868.txt : 20010516 0000912057-01-515868.hdr.sgml : 20010516 ACCESSION NUMBER: 0000912057-01-515868 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COURIER CORP CENTRAL INDEX KEY: 0000025212 STANDARD INDUSTRIAL CLASSIFICATION: BOOK PRINTING [2732] IRS NUMBER: 042502514 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-07597 FILM NUMBER: 1637000 BUSINESS ADDRESS: STREET 1: 15 WELLMAN AVENUE CITY: NORTH CHELMSFORD STATE: MA ZIP: 01863 BUSINESS PHONE: 9782516000 10-Q 1 a2049567z10-q.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 31, 2001 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 0-7597 COURIER CORPORATION (Exact name of registrant as specified in its charter) Massachusetts (State or other jurisdiction of incorporation or organization) 04-2502514 (I.R.S. Employer Identification No.) 15 Wellman Avenue, North Chelmsford, Massachusetts 01863 (Address of principal executive offices) (Zip Code) (978) 251-6000 (Registrant's telephone number, including area code) NO CHANGE (Former name, former address and former 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 25, 2001 Common Stock, $1 par value 3,369,315 Shares Page 1 of 13 COURIER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
March 31, September 30, 2001 2000 --------- ------------- ASSETS Current assets: Cash and cash equivalents $ 40 $ 562 Accounts receivable, less allowance for uncollectible accounts 35,084 39,811 Inventories (Note B) 24,742 27,421 Deferred income taxes 2,478 2,543 Other current assets 530 1,016 -------- -------- Total current assets 62,874 71,353 Property, plant and equipment, less accumulated depreciation: $85,817 at March 31, 2001 and $81,427 at September 30, 2000 43,055 41,014 Real estate held for sale or lease, net (Note E) -- 323 Goodwill and other intangibles, net (Note A) 26,374 26,040 Prepublication costs 2,863 2,949 Other assets 567 562 -------- -------- Total assets $135,733 $142,241 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. Page 2 of 13 COURIER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
March 31, September 30, 2001 2000 --------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 249 $ 366 Accounts payable 12,496 18,023 Accrued payroll 4,594 6,708 Accrued taxes 3,397 5,303 Other current liabilities 6,487 7,606 -------- -------- Total current liabilities 27,223 38,006 Long-term debt 30,516 31,327 Deferred income taxes 2,689 2,428 Other liabilities 2,530 2,709 -------- -------- Total liabilities 62,958 74,470 -------- -------- Stockholders' equity: Preferred stock, $1 par value - authorized 1,000,000 shares; none issued Common stock, $1 par value - authorized 6,000,000 shares; issued 3,750,000 shares 3,750 3,750 Additional paid-in capital 2,919 2,283 Retained earnings 69,730 65,551 Unearned compensation (457) (513) Treasury stock, at cost: 384,000 shares at March 31, 2001 and 406,000 shares at September 30, 2000 (3,167) (3,300) -------- -------- Total stockholders' equity 72,775 67,771 -------- -------- Total liabilities and stockholders' equity $135,733 $142,241 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. Page 3 of 13 COURIER CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands except per share amounts)
QUARTER ENDED SIX MONTHS ENDED ------------------------------ ------------------------------- March 31, March 25, March 31, March 25, 2001 2000 2001 2000 --------- --------- --------- --------- Net sales $49,011 $44,489 $102,290 $89,632 Cost of sales 35,233 32,946 73,888 67,005 ------- ------- -------- ------- Gross profit 13,778 11,543 28,402 22,627 Selling and administrative expenses 9,843 7,652 19,783 15,137 Amortization of goodwill and other intangibles 358 163 720 326 Interest expense 619 101 1,305 185 Other (income) expense (Note E) (300) -- (1,230) -- ------- ------- -------- ------- Income before taxes 3,258 3,627 7,824 6,979 Provision for income taxes (Note C) 1,125 1,276 2,739 2,459 ------- ------- -------- ------- Net income $ 2,133 $ 2,351 $ 5,085 $ 4,520 ======= ======= ======== ======= Net income per share (Note D): Basic $ 0.63 $ 0.72 $ 1.51 $ 1.39 ======= ======= ======== ======= Diluted $ 0.62 $ 0.70 $ 1.48 $ 1.35 ======= ======= ======== ======= Cash dividends declared per share $ 0.135 $ 0.12 $ 0.27 $ 0.24 ======= ======= ======== =======
The accompanying notes are an integral part of the consolidated financial statements. Page 4 of 13 COURIER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
SIX MONTHS ENDED ------------------------------ March 31, March 25, 2001 2000 --------- --------- Cash provided from operating activities $ 6,334 $ 2,900 ------- ------- Investment activities: Capital expenditures (6,567) (5,227) Prepublication costs (828) -- Proceeds from sale of assets (Note E) 2,124 -- ------- ------- Cash used for investment activities (5,271) (5,227) ------- ------- Financing activities: Scheduled long-term debt repayments (178) (165) Decrease in long-term borrowings (750) -- Cash dividends (906) (781) Proceeds from stock plans 249 181 Stock repurchase -- (114) ------- ------- Cash used for financing activities (1,585) (879) ------- ------- Decrease in cash and cash equivalents (522) (3,206) Cash and equivalents at the beginning of the period 562 3,460 ------- ------- Cash and equivalents at the end of the period $ 40 $ 254 ======= =======
The accompanying notes are an integral part of the consolidated financial statements. Page 5 of 13 COURIER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES UNAUDITED FINANCIAL STATEMENTS The balance sheet as of March 31, 2001, the statements of income for the three-month and six-month periods ended March 31, 2001 and March 25, 2000, and the statements of cash flows for the six-month periods ended March 31, 2001 and March 25, 2000 are unaudited and, in the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been recorded. Such adjustments consisted only of normal recurring items. Certain amounts for fiscal 2000 have been reclassified in the accompanying financial statements in order to be consistent with the current year's classification. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. The balance sheet data as of September 30, 2000 was derived from audited year-end financial statements, but does not include disclosures required by generally accepted accounting principles in the United States of America. It is suggested that these interim financial statements be read in conjunction with the Company's most recent Form 10-K and Annual Report for the year ended September 30, 2000. BUSINESS ACQUISITION On September 22, 2000, the Company acquired all of the outstanding capital stock of Dover Publications, Inc. (Dover). The Company paid approximately $39 million in cash to the former stockholders of Dover for their shares of capital stock. The acquisition was accounted for as a purchase and, accordingly, Dover's financial results have been included in the consolidated financial statements from the date of acquisition. The financial statements at September 30, 2000 reflect the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair value at the date of acquisition. During the first six months of fiscal 2001, appraisal adjustments resulted in an increase in goodwill of approximately $1 million. NEW ACCOUNTING PRONOUNCEMENTS Effective October 1, 2000, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities" (as amended by SFAS No. 137 in June 1999 and SFAS No. 138 in June 2000); the adoption did not have a material effect on the Company's consolidated financial statements. The Securities and Exchange Commission has issued Staff Accounting Bulletin (SAB) No. 101 ("Revenue Recognition in Financial Statements"), that will be required to be implemented by the Company in the fourth quarter of the Company's fiscal year ending September 29, 2001. The Company does not believe the adoption of this SAB will have a material impact on its consolidated financial statements. Page 6 of 13 COURIER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) B. INVENTORIES Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for approximately 47% of the Company's inventories at both March 31, 2001 and September 30, 2000. Other inventories are determined using the first-in, first-out (FIFO) method with the exception of inventory relating to the September 2000 acquisition of Dover which, in accordance with purchase accounting requirements, was included at its estimated fair market value of $13.9 million at September 30, 2000. Inventories consisted of the following:
(000'S OMITTED) --------------- March 31, September 30, 2001 2000 --------- ------------- Raw materials $ 3,701 $ 3,619 Work in process 6,551 8,018 Finished goods 14,490 15,784 ------- ------- Total $24,742 $27,421 ======= =======
C. INCOME TAXES The statutory federal tax rate is 34%. The total tax provision differs from that computed using the statutory federal tax rate for the following reasons:
(000'S OMITTED) --------------- QUARTER ENDED SIX MONTHS ENDED ------------- ---------------- March 31, March 25, March 31, March 25, 2001 2000 2001 2000 --------- --------- --------- --------- Federal income taxes at statutory rate $1,108 $1,233 $2,661 $2,373 State income taxes, net 95 110 229 207 Goodwill amortization 43 43 86 86 Foreign sales corporation (FSC) export related income (124) (127) (261) (231) Other 3 17 24 24 ------ ------ ------ ------ Total $1,125 $1,276 $2,739 $2,459 ====== ====== ====== ======
D. NET INCOME PER SHARE Following is a reconciliation of the shares used in the calculation of basic and diluted net income per share. Potentially dilutive shares, calculated using the treasury stock method, consist of shares issued under the Company's stock option plans.
(000'S OMITTED) --------------- QUARTER ENDED SIX MONTHS ENDED ------------- ---------------- March 31, March 25, March 31, March 25, 2001 2000 2001 2000 --------- --------- --------- --------- Average shares outstanding for basic 3,365 3,263 3,361 3,259 Effect of potentially dilutive shares 84 95 82 93 ----- ----- ----- ----- Average shares outstanding for diluted 3,449 3,358 3,443 3,352 ===== ===== ===== =====
Page 7 of 13 COURIER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) E. OTHER INCOME In March 2001, the Company sold the assets of its subsidiary, The Home School, and ceased operating this business. The proceeds from the sale were $0.8 million resulting in a pretax gain of approximately $300,000 and an after-tax gain of approximately $200,000, or $.06 per diluted share. During the first quarter of fiscal 2001, the Company completed the sale of its Raymond, NH facility; such facility comprised the September 30, 2000 balance sheet caption "Real estate held for sale or lease, net." In February 2000, the Company entered into a five-year lease agreement for this facility, which had been vacant. The lease provided for a purchase option at a price of $1.3 million. The option was exercised in August 2000 and the transaction closed in October 2000, resulting in a pretax gain of approximately $0.9 million and approximately $0.6 million after tax, or $.16 per diluted share. F. BUSINESS SEGMENTS The Company historically operated in one primary business segment, book manufacturing, with a second smaller business segment in customized education. On September 22, 2000, the Company acquired Dover Publications, Inc. (Dover), a publisher of special interest books. Dover comprises the Company's third segment, specialty publishing. The book manufacturing segment offers a full range of services from production through storage and distribution for education, religious and specialty book publishers. The customized education segment responds to the demand for increased choice in the way educational information is received and used. Operations include Courier Custom Publishing, a provider of customized college textbooks and coursepacks and The Home School, a direct marketer of educational materials to families engaged in home-based learning. The assets of The Home School were sold in March 2001 (see Note E). In evaluating segment performance, management primarily focuses on income or loss before taxes and other income (see Note E). The gain on the sale of The Home School's assets is included in the customized education segment below. The elimination of intersegment sales represents sales from the book manufacturing segment to the specialty publishing segment. Corporate expenses that are allocated to the segments include various support functions such as information technology services, finance, human resources and engineering, and include depreciation and amortization expense related to corporate assets. The following table provides segment information for the three-month and six-month periods ended March 31, 2001 and March 25, 2000:
(000'S OMITTED) --------------- QUARTER ENDED SIX MONTHS ENDED ------------- ---------------- March 31, March 25, March 31, March 25, 2001 2000 2001 2000 --------- --------- --------- --------- NET SALES: Book manufacturing $42,740 $43,987 $ 87,949 $88,721 Customized education 500 502 922 911 Specialty publishing 6,768 -- 15,337 -- Elimination of intersegment sales (997) -- (1,918) -- ------- ------- -------- ------- Total Company $49,011 $44,489 $102,290 $89,632 ======= ======= ======== ======= INCOME (LOSS) BEFORE TAXES: Book manufacturing 3,699 4,354 7,544 8,480 Customized education 38 (727) (313) (1,501) Specialty publishing (324) -- (14) -- Elimination of intersegment profit (155) -- (323) -- Other income -- -- 930 -- ------- ------- -------- ------- Total Company $ 3,258 $ 3,627 $ 7,824 $ 6,979 ======= ======= ======== =======
Page 8 of 13 ITEM 2. COURIER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: Sales in the second quarter of fiscal 2001 were up 10% to $49.0 million compared to $44.5 million in the corresponding period last year. Sales by Dover Publications, Inc. (Dover), acquired on September 22, 2000, contributed $6.8 million to the increase in sales for the quarter. The acquisition of Dover also requires the elimination of intersegment sales, which reduced total consolidated sales by $1.0 million in the second quarter. Sales from the Company's book manufacturing segment declined 3% to $42.7 million for the quarter. Sales to the religious market continued to show solid growth, however, sales to the specialty publishing market decreased sharply. This decrease was due to a decline in retail book sales and, more significantly, the computer game book business where the Company has developed a strong presence. Game book sales were down primarily because of the lack of availability of Sony's new Play Station II (R) game system, which has delayed the launch of new games and the publication of game strategy guides. Meanwhile, second quarter sales to educational publishers were flat compared to strong sales for the same period last year. Sales from the Company's customized education segment were approximately $500,000 for the second quarter of fiscal 2001, comparable to last year. Revenues of The Home School unit declined, as that business was sold in March 2001. However, sales for Courier's college coursepack business increased 22% over the same period last year. Revenues from the customized education segment are highly seasonal with the Company's fiscal fourth quarter historically representing the period of highest market demand. Gross profit increased to $13.8 million, or 28.1% of sales, in the second quarter compared to $11.5 million, or 25.9% of sales, in the same period last year. The increase in gross profit was primarily from Dover sales. Dover's gross profit as a percentage of sales, at 46%, is significantly higher than the Company's other businesses which increased Courier's overall percentage. Book manufacturing segment margins were down, reflecting the shortfall in sales, as well as higher fixed costs related to added capacity. The intersegment profit elimination reduced gross profit by approximately $0.2 million in the second quarter of fiscal 2001. Selling and administrative expenses increased to $9.8 million in the second quarter of fiscal 2001 from $7.7 million in the same period last year. As a percentage of sales, selling and administrative expenses were 20.1% in the second quarter of fiscal 2001 compared to 17.2% in the corresponding period last year. The increase was attributable to Dover where selling and administrative expenses as a percentage of sales are significantly higher than the Company's other businesses. Absent Dover, selling and administrative expenses were $7.2 million or 16.6% of sales. Amortization of goodwill and other intangibles increased to $358,000 in the second quarter of fiscal 2001 from $163,000 for the same period last year reflecting the amortization related to the acquisition of Dover. Interest expense was $619,000 in the second quarter of fiscal 2001 compared to $101,000 in the same period of fiscal 2000 reflecting increased average borrowings of approximately $30.7 million, primarily due to the acquisition of Dover. In March 2001, the Company sold the assets of its subsidiary, The Home School, and ceased operating this business. The proceeds from the sale were $0.8 million resulting in a pretax gain of approximately $300,000 and an after-tax gain of approximately $200,000, or $.06 per diluted share. This gain is included in the results of the customized education segment. The Company's effective tax rate for the second quarter of fiscal 2001 was comparable to the same period last year at 35%. Page 9 of 13 COURIER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED): Net income for the second quarter of fiscal 2001 was approximately $2.1 million, or $.62 per diluted share, compared with $2.4 million, or $.70 per diluted share for the same period last year. Dover, which comprises the Company's new specialty publishing segment, reported a second quarter pretax loss of approximately $0.3 million, or $.06 per diluted share, after goodwill amortization and interest expense. Pretax earnings from the book manufacturing segment decreased to $3.7 million from $4.4 million in last year's second quarter, reflecting the impact of a reduction in sales, due to the effects of a slowing economy on retail sales of books and to a large drop in sales to the computer game book publishers. The Company's customized education segment reported second quarter pretax earnings of $38,000, or $.01 per diluted share, compared to a pretax loss of $0.7 million, or $.14 per diluted share, for the same period last year. Included in the latest quarter's results for the customized education segment was an after-tax gain of approximately $200,000, or $.06 per diluted share, from the sale of The Home School unit. The improvement in the customized education segment was due to the sale, as well as cost cutting measures implemented earlier in the year, including the closure of The Home School's retail store last fall. For purposes of computing diluted net income per share, weighted average shares outstanding increased by approximately 91,000 shares over last year's second quarter. The increase was largely due to options exercised under the Company's stock plans. For the six months ended March 31, 2001, sales were $102.3 million, up 14% from $89.6 million for the prior year's period. Net income for the first half of fiscal 2001 was approximately $5.1 million, or $1.48 per diluted share, compared with approximately $4.5 million, or $1.35 per diluted share last year. In addition to the sale of The Home School assets, the results for the first half of fiscal 2001 include a pretax gain of approximately $0.9 million (approximately $0.6 million after tax or $.16 per diluted share) from the sale of real estate. The Company's newly formed specialty publishing segment, comprised of Dover, reported sales of $15.3 million for the first half of fiscal 2001 while earnings were approximately breakeven after goodwill and interest. Sales from the Company's book manufacturing segment declined 1% while related pretax earnings declined 12% compared to the first six months of fiscal 2000 as the factors discussed above for the second quarter similarly affected year-to-date results. The customized education segment reduced net income by $.06 per diluted share compared to $.29 per diluted share in the first half of fiscal 2000 reflecting reductions in the losses of The Home School and the gain on the sale of that business in March 2001. Effective October 1, 2000, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities" (as amended by SFAS No. 137 in June 1999 and SFAS No. 138 in June 2000); the adoption did not have a material effect on the Company's consolidated financial statements. The Securities and Exchange Commission has issued Staff Accounting Bulletin (SAB) No. 101 ("Revenue Recognition in Financial Statements"), that will be required to be implemented by the Company in the fourth quarter of the Company's fiscal year ending September 29, 2001. The Company does not believe the adoption of this SAB will have a material impact on its consolidated financial statements. Page 10 of 13 COURIER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES: During the first six months of fiscal 2001, operations generated approximately $6.3 million of cash. Net income was $5.1 million and depreciation and amortization were $6.1 million. This more than offset increased working capital requirements, primarily related to reductions in accounts payable and accrued expenses. Investment activities in the first half of fiscal 2001 used approximately $5.3 million of cash. Capital expenditures were approximately $6.6 million for the first six months of fiscal 2001. For the entire fiscal year, capital expenditures are expected to approximate $15 million, primarily for added capacity and factory automation equipment to increase productivity and service levels. Proceeds from the March 2001 sale of The Home School were approximately $0.8 million, with an additional $1.3 million from the October 2000 sale of the Raymond, NH facility. The Company entered into an agreement in January 2000 to sell the unoccupied and underutilized portions of its multi-building manufacturing complex in Westford, MA. In April 2001, the buyer failed to meet certain performance requirements of the agreement, and by its terms, the agreement expired. The Company is currently evaluating its options regarding this property. Financing activities for the first six months of fiscal 2001 included a decrease in long-term borrowings of approximately $0.9 million. Dividends in the first half of fiscal 2001 were $0.9 million, a 16% increase over the same period last year, primarily due to an increase in the amount of the quarterly dividend. At March 31, 2001, the Company had borrowings of approximately $29.8 million under its $60 million long-term revolving credit facility. The Company believes that its cash from operations and available credit facilities will be sufficient to meet its cash requirements through 2001. FORWARD-LOOKING INFORMATION: Statements that describe future expectations, plans or strategies are considered "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission. The words "believe," "expect," "anticipate," "intend," "estimate" and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Factors that could affect actual results include, among others, changes in customers' demand for the Company's products, changes in raw material costs and availability, seasonal changes in customer orders, pricing actions by competitors, changes in copyright laws, consolidation among customers and competitors, success in the integration of acquired businesses, changes in technology, and general changes in economic conditions. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements will prove to be accurate. The forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Page 11 of 13 COURIER CORPORATION ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes from the information concerning the Company's "Quantitative and Qualitative Disclosures About Market Risk" as previously reported in the Company's Annual Report on Form 10-K for the year ended September 30, 2000. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Stockholders of the registrant was held on January 18, 2001. Following are the matters voted on at the meeting. ELECTION OF DIRECTORS All nominees of the Board of Directors of the registrant were re-elected for a three-year term. AMENDMENT TO THE COURIER CORPORATION 1993 STOCK INCENTIVE PLAN Stockholders voted to approve an amendment to the Courier Corporation 1993 Stock Incentive Plan increasing the number of shares available for grant under the Plan by 100,000 shares. Votes were cast as follows: 2,817,646 votes for, 202,797 votes against and 124,579 abstained. RATIFICATION/APPROVAL OF ACCOUNTANTS Stockholders voted to ratify and approve the selection by the Board of Directors of Deloitte & Touche LLP as independent public accountants for the Corporation for the fiscal year ending September 29, 2001. Votes were cast as follows: 3,116,270 votes for, 8,520 votes against and 20,232 abstained. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K Report on Form 8-K filed March 23, 2001 reported under Item 5 the sale of the assets of the Company's wholly-owned subsidiary, The Home School, Inc. Page 12 of 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COURIER CORPORATION (REGISTRANT) MAY 11, 2001 By: S/ JAMES F. CONWAY III - ----------------------------- ----------------------------- Date James F. Conway III Chairman, President and Chief Executive Officer MAY 11, 2001 By: S/ ROBERT P. STORY, JR. - ----------------------------- ---------------------------- Date Robert P. Story, Jr. Senior Vice President and Chief Financial Officer MAY 11, 2001 By: S/ PETER M. FOLGER - ----------------------------- --------------------------- Date Peter M. Folger Vice President and Chief Accounting Officer Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----