10-Q 1 a2079585z10-q.htm FORM 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)


ý

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

For the quarterly period ended March 30, 2002

OR

o 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

(Address of principal executive offices)

 

01863
(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 ý    No o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
Common Stock, $1 par value
  Outstanding at May 2, 2002
5,159,323 Shares




COURIER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

 
  QUARTER ENDED
  SIX MONTHS ENDED
 
 
  March 30,
2002

  March 31,
2001

  March 30,
2002

  March 31,
2001

 
Net sales   $ 48,503   $ 49,954   $ 94,207   $ 104,144  
Cost of sales     33,977     36,532     66,026     75,997  
   
 
 
 
 
  Gross profit     14,526     13,422     28,181     28,147  

Selling and administrative expenses

 

 

10,055

 

 

9,501

 

 

19,619

 

 

19,556

 
Amortization of goodwill (Note A)         344         692  
Interest expense     163     619     313     1,305  
Other income (Note E)         (300 )       (1,230 )
   
 
 
 
 
  Income before taxes     4,308     3,258     8,249     7,824  

Provision for income taxes (Note C)

 

 

1,443

 

 

1,125

 

 

2,763

 

 

2,739

 
   
 
 
 
 
 
Net income

 

$

2,865

 

$

2,133

 

$

5,486

 

$

5,085

 
   
 
 
 
 

Net income per share (Note D):

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Basic

 

$

0.56

 

$

0.42

 

$

1.07

 

$

1.01

 
   
 
 
 
 
 
Diluted

 

$

0.54

 

$

0.41

 

$

1.04

 

$

0.98

 
   
 
 
 
 

Cash dividends declared per share

 

$

0.10

 

$

0.09

 

$

0.20

 

$

0.18

 
   
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.

2



COURIER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

 
  March 30,
2002

  September 29,
2001

ASSETS            
Current assets:            
  Cash and cash equivalents   $ 41   $ 173
  Accounts receivable, less allowance for uncollectible accounts     28,972     33,806
  Inventories (Note B)     21,581     22,140
  Deferred income taxes     2,819     2,837
  Other current assets     289     753
   
 
    Total current assets     53,702     59,709

Property, plant and equipment, less accumulated depreciation: $92,788 at March 30, 2002 and $88,005 at September 29, 2001

 

 

42,441

 

 

44,932

Goodwill and other intangibles, net (Note A)

 

 

25,490

 

 

25,498

Prepublication costs

 

 

3,001

 

 

2,904

Other assets

 

 

579

 

 

572
   
 
   
Total assets

 

$

125,213

 

$

133,615
   
 

The accompanying notes are an integral part of the consolidated financial statements.

3



COURIER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

 
  March 30,
2002

  September 29,
2001

 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities:              
  Current maturities of long-term debt   $ 76   $ 76  
  Accounts payable     9,189     11,933  
  Accrued payroll     5,101     6,139  
  Accrued taxes     4,020     6,092  
  Other current liabilities     6,317     6,789  
   
 
 
    Total current liabilities     24,703     31,029  

Long-term debt

 

 

8,963

 

 

16,501

 
Deferred income taxes     3,036     2,801  
Other liabilities     2,882     2,959  
   
 
 
    Total liabilities     39,584     53,290  
   
 
 

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 5,445,000 shares     5,445     5,445  
  Additional paid-in capital     1,924     1,454  
  Retained earnings     81,406     76,944  
  Unearned compensation     (445 )   (510 )
  Treasury stock, at cost: 295,000 shares at March 30, 2002 and 333,000 shares at September 29, 2001     (2,701 )   (3,008 )
   
 
 
    Total stockholders' equity     85,629     80,325  
   
 
 
Total liabilities and stockholders' equity   $ 125,213   $ 133,615  
   
 
 

The accompanying notes are an integral part of the consolidated financial statements.

4



COURIER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

 
  SIX MONTHS ENDED
 
 
  March 30,
2002

  March 31,
2001

 
Operating Activities:              
  Net income   $ 5,486   $ 5,085  
  Adjustments to reconcile net income to cash provided from operating activities:              
    Depreciation and amortization     5,565     6,119  
    Deferred income taxes     253     326  
    Changes in assets and liabilities:              
      Accounts receivable     4,834     4,300  
      Inventory     559     2,525  
      Accounts payable     (2,744 )   (5,527 )
      Accrued taxes     (2,072 )   (1,906 )
      Other elements of working capital     (1,046 )   (2,747 )
      Other, net     222     (1,841 )
   
 
 
        Cash provided from operating activities     11,057     6,334  
   
 
 

Investment activities:

 

 

 

 

 

 

 
  Capital expenditures     (2,333 )   (6,567 )
  Prepublication costs     (841 )   (828 )
  Proceeds from sale of assets (Note E)         2,124  
   
 
 
Cash used for investment activities     (3,174 )   (5,271 )
   
 
 
Financing activities:              
  Scheduled long-term debt repayments     (38 )   (178 )
  Decrease in long-term borrowings     (7,500 )   (750 )
  Cash dividends     (1,024 )   (906 )
  Proceeds from stock plans     547     249  
   
 
 
Cash used for financing activities     (8,015 )   (1,585 )
   
 
 

Decrease in cash and cash equivalents

 

 

(132

)

 

(522

)

Cash and cash equivalents at the beginning of the period

 

 

173

 

 

562

 
   
 
 

Cash and cash equivalents at the end of the period

 

$

41

 

$

40

 
   
 
 

The accompanying notes are an integral part of the consolidated financial statements.

5



COURIER CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Financial Statements

        The balance sheet as of March 30, 2002, the statements of income for the three-month and six-month periods ended March 30, 2002 and March 31, 2001, and the statements of cash flows for the six-month periods ended March 30, 2002 and March 31, 2001 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 2001 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 accounting principles generally accepted in the United States ("generally accepted accounting principles") have been condensed or omitted. The balance sheet data as of September 29, 2001 was derived from audited year-end financial statements, but does not include disclosures required by generally accepted accounting principles. 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 29, 2001.

New Accounting Pronouncements

        Effective September 30, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which changes the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only approach. The Company completed the transitional impairment test required by SFAS No. 142, during the second quarter of fiscal 2002, resulting in no change to the nature or carrying amounts of its intangible assets from the adoption of this standard. If these rules had applied to goodwill for fiscal year 2001, the result would have been to increase related pretax income by approximately $350,000 and $700,000 for the second quarter and the first half of fiscal 2001, respectively. The corresponding increase in net income after tax would have been approximately $250,000, or $.05 per diluted share in the second quarter of fiscal 2001 and $500,000, or $.10 per diluted share for the six months ended March 31, 2001. As of March 30, 2002, "Goodwill and other intangibles, net" consists of goodwill of $25.4 million and other intangibles of $0.1 million; such goodwill has been allocated $9.3 million to the book manufacturing segment and $16.1 million to the specialty publishing segment.

        In July 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board reached a consensus on Issue 00-10, "Accounting for Shipping and Handling Fees and Costs." The Company adopted the provisions of EITF 00-10 in the fourth quarter of its fiscal year ended September 29, 2001. EITF 00-10 requires companies to classify as revenues shipping and handling fees billed to customers. Results of last year's second quarter and first six months have been reclassified to conform to the fiscal 2002 presentation. The impact of this adoption was to increase both sales and cost of sales by approximately $0.9 million and $1.9 million in the second quarter and the first six months of fiscal 2001, respectively, and thus had no impact on reported earnings.

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 45% of the Company's inventories at both March 30, 2002 and

6



September 29, 2001. Other inventories are determined on a first-in, first-out (FIFO) basis. Inventories consisted of the following:

 
  (000's Omitted)
 
  March 30,
2002

  September 29,
2001

Raw materials   $ 2,607   $ 2,573
Work in process     5,698     5,743
Finished goods     13,276     13,824
   
 
  Total   $ 21,581   $ 22,140
   
 

C. INCOME TAXES

        The provision for income taxes differs from that computed using the statutory federal income tax rates for the following reasons:

 
  (000's Omitted)
 
 
  Quarter Ended
  Six Months Ended
 
 
  March 30,
2002

  March 31,
2001

  March 30,
2002

  March 31,
2001

 
Federal taxes at statutory rates   $ 1,494   $ 1,123   $ 2,860   $ 2,689  
State taxes, net of federal benefit     102     95     196     229  
Goodwill amortization         43         86  
Foreign sales corporation (FSC) export related income     (149 )   (124 )   (285 )   (261 )
Other     (4 )   (12 )   (8 )   (4 )
   
 
 
 
 
  Total   $ 1,443   $ 1,125   $ 2,763   $ 2,739  
   
 
 
 
 

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. Prior year shares have been adjusted to reflect a three-for-two stock split effected in the form of a dividend distributed on August 31, 2001.

 
  (000's Omitted)
 
  Quarter Ended
  Six Months Ended
 
  March 30,
2002

  March 31,
2001

  March 30,
2002

  March 31,
2001

Average shares outstanding for basic   5,134   5,049   5,125   5,042
Effect of potentially dilutive shares   189   125   174   123
   
 
 
 
Average shares outstanding for diluted   5,323   5,174   5,299   5,165
   
 
 
 

7


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 $.04 per diluted share.

        During the first quarter of fiscal 2001, the Company completed the sale of its Raymond, NH facility. 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 $.10 per diluted share. Other income in the prior year also includes $49,000 of net rental income from this facility.

F. BUSINESS SEGMENTS

        The Company has three business segments: full-service book manufacturing, customized education and specialty publishing. The book manufacturing segment offers a full range of services from production through storage and distribution for religious, educational and specialty trade book publishers. The customized education segment is comprised of Courier Custom Publishing, a provider of customized college coursepacks and textbooks. Prior year results for this segment also included The Home School, which ceased operations in March 2001 when substantially all of its assets were sold. The specialty publishing segment consists of Dover Publications, Inc., acquired by the Company in September 2000.

        In evaluating segment performance, management primarily focuses on income or loss before taxes and other income (see Note E). The elimination of intersegment sales and related profit 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.

8



        The following table provides segment information for the three-month and six-month periods ended March 30, 2002 and March 31, 2001:

 
  (000's Omitted)
 
 
  Quarter Ended
  Six Months Ended
 
 
  March 30,
2002

  March 31,
2001

  March 30,
2002

  March 31,
2001

 
Net sales:                          
Book manufacturing   $ 40,500   $ 43,683   $ 78,777   $ 89,803  
Customized education     401     500     491     922  
Specialty publishing     8,854     6,768     17,398     15,337  
Elimination of intersegment sales     (1,252 )   (997 )   (2,459 )   (1,918 )
   
 
 
 
 
  Total company   $ 48,503   $ 49,954   $ 94,207   $ 104,144  
   
 
 
 
 
Income (loss) before taxes:                          
Book manufacturing   $ 3,635   $ 3,699   $ 6,780   $ 7,544  
Customized education     (44 )   (262 )   (178 )   (613 )
Specialty publishing     901     (324 )   1,809     (14 )
Elimination of intersegment profit     (184 )   (155 )   (162 )   (323 )
Other income         300         1,230  
   
 
 
 
 
  Total company   $ 4,308   $ 3,258   $ 8,249   $ 7,824  
   
 
 
 
 

9


Item 2.


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

Critical Accounting Policies and Estimates:

        The Company's consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to collectibility of accounts receivable, recovery of inventories, goodwill, prepublication costs and income taxes. Management bases its estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these estimates. The significant accounting policies which management believes are most critical to aid in fully understanding and evaluating the Company's reported financial results include the following:

        Accounts Receivable    Management performs ongoing credit evaluations of the Company's customers and adjusts credit limits based upon payment history and the customer's current credit worthiness. Collections and payments from customers are continuously monitored. A provision for estimated credit losses is determined based upon historical experience and any specific customer collection issues that have been identified. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

        Inventories    Management records a reserve for excess and obsolete inventory based primarily upon historical and forecasted product demand. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

        Goodwill    Effective September 30, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which changes the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only approach. The Company evaluates possible impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company has completed the transitional impairment test required by SFAS No. 142 resulting in no change to the nature or carrying amounts of its intangible assets from adoption of this standard. Changes in market conditions or poor operating results could result in a decline in value thereby potentially requiring an impairment charge in the future.

        Prepublication Costs    The Company capitalizes prepublication costs, consisting primarily of art and editorial costs incurred in the creation of a book or other media. Prepublication costs are amortized on a straight-line basis over a four-year period. Management regularly evaluates the sales and profitability of the products based upon historical and forecasted demand. Based upon this evaluation, adjustments may be required to amortization expense.

        Income Taxes    Income tax liabilities and assets are determined based upon the differences among the financial statement and tax bases of assets and liabilities, and taxes reported on the Company's tax returns. Changes in the recoverability of the Company's tax assets or audits by tax authorities could result in future charges or credits to income tax expense.

10



Results of Operations:

        Sales in the second quarter of fiscal 2002 were $48.5 million compared to $50.0 million in the corresponding period last year. Sales from the Company's book manufacturing segment were $40.5 million, a decrease of $3.2 million or 7% from the second quarter of fiscal 2001. Within this segment, sales to the religious market increased by 5% while sales to the educational market declined 4% and specialty trade market declined 18% compared to the prior year. The rate of decrease in these two markets was significantly improved from the previous quarter. The sales declines were the result of the slowdown in the economy and related cautiousness by publishers, distributors and retailers in managing their inventories. Sales from the specialty publishing segment, which is comprised of Dover Publications, Inc. ("Dover"), were $8.9 million in the second quarter of fiscal 2002, a 31% increase over the prior year period, partially due to a shift in last year's quarterly sales patterns. For the first six months of fiscal 2002, Dover's sales were up 13% from the first half of last year. The Company's customized education segment, consisting of Courier Custom Publishing, had sales of approximately $400,000 in the second quarter of fiscal 2002. Last year's second quarter sales were $500,000, which included revenues of approximately $120,000 for The Home School, which the Company divested in March 2001. Revenues from Courier Custom Publishing occur primarily in the second and fourth quarters of the Company's fiscal year.

        The Company adopted EITF 00-10 "Accounting for Shipping and Handling Fees and Costs" in the fourth quarter of its fiscal year ended September 29, 2001. The impact of the adoption of EITF 00-10 was to increase both sales and cost of sales by approximately $0.9 million and $1.9 million in the second quarter and the first half of fiscal 2001, respectively. It had no impact on net income.

        Gross profit increased to $14.5 million in the second quarter compared to $13.4 million in the same period last year, and as a percentage of sales increased to 30% of sales from 27% of sales. The increase in gross profit margin reflects improvements in both the book manufacturing and specialty publishing segments. In the book manufacturing segment, despite the decrease in second quarter sales, gross profit as a percentage of sales increased from 24% to 26% this year. This improvement was the result of tight cost controls and increased productivity attributed to new equipment installed in the last two years. In the specialty publishing segment, gross profit as percentage of sales increased to 48% in the second quarter from 46% in the corresponding period last year.

        Selling and administrative expenses increased to $10.1 million in the second quarter of fiscal 2002 from $9.5 million in the same period last year. As a percentage of sales, selling and administrative expenses were 21% in the second quarter of fiscal 2002 compared to 19% in the corresponding period last year. Within the specialty publishing segment, selling and administrative expenses of $3.1 million were 19% higher than the same period last year reflecting increased selling expenses such as commissions, as well as spending on e-commerce and other marketing programs. In the book manufacturing segment, selling and administrative expenses in the second quarter increased by 2% and, as a percent of sales, from 15% to 17%, largely due to the decrease in sales volume.

        Amortization of goodwill decreased by $344,000 from last year's second quarter, reflecting the Company's adoption, effective at the beginning of fiscal 2002, of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." This standard changes the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only approach. If these rules had applied to goodwill for the second quarter of fiscal 2001, the result would have been to increase related pretax income by $344,000 and net income by approximately $250,000, or $.05 per diluted share.

        Interest expense was $163,000 in the second quarter of fiscal 2002 compared to $619,000 in the same period of fiscal 2001, reflecting decreased average borrowings of approximately $23 million, as well as a reduction in average interest rates from 6.4% last year to 2.3% this year.

11



        Other income in the second quarter of fiscal 2001 consisted of the gain on the sale of the assets of The Home School. 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 $.04 per diluted share.

        Second quarter pretax income from the book manufacturing segment was $3.6 million, down less than 2% compared to the prior year period, and net income per diluted share was $.46, the same as last year. The second quarter of fiscal 2001 included goodwill amortization in this segment of approximately $125,000, or $.03 per diluted share. Pretax income in the specialty publishing segment was approximately $900,000, or $.10 per diluted share, compared to a pretax loss of approximately $300,000, or $.04 per diluted share, in the second quarter of fiscal 2001. Goodwill amortization in the prior year's second quarter accounted for approximately $200,000, or $.02 per diluted share, of this improvement. Pretax losses in the customized education segment were approximately $40,000, breakeven on a per share basis, compared to a pretax loss of approximately $260,000, or $.03 per diluted share, for the same period last year. This improvement reflects the sale of The Home School operation in March 2001, as well as improvements this year in the remaining operation, Courier Custom Publishing.

        The Company's effective tax rate for the second quarter of fiscal 2002 was 33.5% compared to 34.5% for the same period last year due primarily to the impact of nondeductible goodwill amortization in the prior year.

        Net income for the second quarter of fiscal 2002 was $2.9 million, or $.54 per diluted share, versus $2.1 million, or $.41 per diluted share, in the prior year. After adjusting for the gain on the sale of The Home School assets and the adoption of the new accounting pronouncement on goodwill, net income was approximately $2.2 million, or $.42 per diluted share, in the second quarter last year. The following table reflects the impact to both the second quarter and the first six months of last year for the adoption of the new accounting pronouncement on goodwill amortization and the gains from The Home School and a real estate sale in fiscal 2001.

 
  Second Quarter
  First Half
 
(dollars in thousands)

  Net Income
  Diluted EPS
  Net Income
  Diluted EPS
 
Prior year as reported   $ 2,133   $ .41   $ 5,085   $ .98  
Gains from asset sales     (200 )   (.04 )   (750 )   (.14 )
Goodwill amortization     250     .05     500     .10  
   
 
 
 
 
Adjusted prior year results   $ 2,183   $ .42   $ 4,835   $ .94  
   
 
 
 
 
Current year results   $ 2,865   $ .54   $ 5,486   $ 1.04  

        For the first six months ended March 30, 2002, sales were $94.2 million, a decline of 10% from the first half of fiscal 2001. Net income for the first half of fiscal 2002 was $5.5 million, or $1.04 per diluted share, compared with the prior year's net income of $4.8 million, or $.94 per diluted share, after the adjustments reflected in the table above. In addition to the sale of The Home School, results for the first half of last year include the sale of the Company's Raymond, New Hampshire facility in the first quarter of fiscal 2001 (included in "gains from asset sales" in the table above). 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 $.10 per diluted share.

        For the first half of fiscal 2002, book manufacturing segment sales were $78.8 million, 12% below the same period last year. For this segment, pretax income for the first six months was $6.8 million, or $.87 per diluted share compared with $7.5 million, or $.95 per diluted share, for the first half of fiscal

12


2001. Factors discussed for the quarter above similarly affected year-to-date results. The first half of this year was also impacted by start-up costs related to a new press, which were partially offset by a pretax gain of approximately $200,000 on the sale of an old, unused press. Within the specialty publishing segment, sales for the first six months of fiscal 2002 were $17.4 million, an increase of 13% over the corresponding period last year. Pretax income for the first half of this year was $1.8 million, or $.21 per diluted share, compared with breakeven results in the prior year period. For the first six months of fiscal 2002, sales in the customized education segment were $0.5 million compared with $0.9 million in the first half of fiscal 2001. The sale of The Home School in March 2001, as well as improvements in the remaining custom publishing operation resulted in a reduction in the pretax loss from this segment for the first six months of this year to $180,000, or $.02 per diluted share, compared to a loss of $610,000, or $.08 per diluted share in the first half of fiscal 2001.

        For purposes of computing diluted net income per share, weighted average shares outstanding increased by approximately 150,000 shares over last year's second quarter. The increase was largely due to options exercised under the Company's stock plans. Prior year shares have been adjusted to reflect a three-for-two stock split effected in the form of a dividend distributed on August 31, 2001.

Liquidity and Capital Resources:

        During the first six months of fiscal 2002, operations provided approximately $11.1 million of cash. Net income was $5.5 million and depreciation and amortization were $5.6 million. Working capital did not change significantly in the first half of fiscal 2002.

        Investment activities in the first half of fiscal 2002 used approximately $3.2 million of cash. Capital expenditures were approximately $2.3 million and prepublication costs were approximately $0.8 million. For the entire fiscal year, capital expenditures are expected to approximate $8 million and prepublication costs are projected to be approximately $2 million.

        Financing activities for the first six months of fiscal 2002 used approximately $8.0 million of cash including a decrease in long-term borrowings of $7.5 million. Dividends utilized approximately $1.0 million of cash while proceeds from stock plans provided approximately $0.5 million of cash. At March 30, 2002, the Company's borrowings under its $60 million long-term revolving credit facility were approximately $8.3 million. The Company believes that its cash from operations and available credit facilities will be sufficient to meet its cash requirements through fiscal 2002.

        The following table summarizes the Company's contractual obligations and commitments to make future payments as well as its existing commercial commitments.

 
   
  Payments due by period
(dollars in thousands)

  Total
  Less than 1 Year
  1 to 3 Years
  4 to 5 Years
  After 5 Years
Contractual Payments:                              
    Long-Term Debt:                              
    Revolving credit facility   $ 8,250         $ 8,250            
    Other long-term debt   $ 789   $ 76   $ 245   $ 176   $ 292
  Operating Leases   $ 12,907   $ 3,652   $ 7,157   $ 1,763   $ 335
Other Commercial Commitments:                              
  Standby letters of credit   $ 773                        
  Purchase commitments   $ 1,193   $ 1,193                  

        The Company's $60 million long-term revolving credit facility bears interest at a floating rate. Therefore, the Company is exposed to market risk for changes in interest rates. At March 30, 2002 the interest rate in effect was 2.31%.

13



        The revolving credit facility matures in March 2004 and borrowings of $8.25 million are included in scheduled principal payments due in 2004.

        The standby letters of credit expire in December 2002.

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, including seasonal changes in customer orders, changes in raw material costs, pricing actions by competitors, consolidation among customers and competitors, success in the integration of acquired businesses, unanticipated changes in operating expenses, 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.

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 29, 2001.

14



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 17, 2002. 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 Articles of Organization    Stockholders voted to approve an amendment to the Courier Corporation Articles of Organization increasing the number of authorized shares of common stock. Votes were cast as follows: 4,455,484 votes for, 418,388 votes against and 4,978 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 28, 2002. Votes were cast as follows: 4,864,534 votes for, 12,125 votes against and 2,191 abstained.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

    (a)
    Exhibits

Exhibit No.

  Description of Exhibit

3   Articles of Amendment of Courier Corporation (increasing number of shares of authorized Common Stock), as of January 17, 2002 (described in item #2 of the Company's Proxy Statement for the Annual Meeting of Stockholders held on January 17, 2002, and incorporated herein by reference).
    (b)
    Reports on Form 8-K

        None.

15



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 9, 2002
Date
  /s/  JAMES F. CONWAY III      
James F. Conway III
Chairman, President and Chief Executive Officer

May 9, 2002

Date

 

/s/  
ROBERT P. STORY, JR.      
Robert P. Story, Jr.
Senior Vice President and Chief Financial Officer


May 9, 2002

Date


 


/s/  
PETER M. FOLGER      
Peter M. Folger
Vice President and Chief Accounting Officer



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COURIER CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands except per share amounts)
COURIER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
COURIER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
COURIER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
COURIER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
COURIER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
SIGNATURES