-----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, PoWuQhYyLAv/J9Q4dhXsVaa/S5Pu8unqobKyT+OwdU9/9vlzDc2H/VE0l3xyCcC/ SufYOMxFRf1dtW+38+herg== 0001047469-99-019262.txt : 19990519 0001047469-99-019262.hdr.sgml : 19990519 ACCESSION NUMBER: 0001047469-99-019262 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990327 FILED AS OF DATE: 19990511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COURIER CORP CENTRAL INDEX KEY: 0000025212 STANDARD INDUSTRIAL CLASSIFICATION: 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: 99616670 BUSINESS ADDRESS: STREET 1: 15 WELLMAN AVENUE CITY: NORTH CHELMSFORD STATE: MA ZIP: 01863 BUSINESS PHONE: 9782516000 10-Q 1 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 27, 1999 ------------------------------------------------- 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 04-2502514 - - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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 29, 1999 - - ------------------------------------- -------------------------------------- Common Stock, $1 par value 3,235,047 shares
Page 1 of 13 COURIER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
March 27, September 26, ASSETS 1999 1998 - - ------ ---------------- --------------- Current assets: Cash and cash equivalents $28 $722 Accounts receivable, less allowance for uncollectible accounts 32,716 27,941 Inventories (Note B) 12,569 10,828 Deferred income taxes 1,754 1,758 Other current assets 431 847 ---------------- --------------- Total current assets 47,498 42,096 Property, plant and equipment, less accumulated depreciation: $73,021 at March 27, 1999 and $69,102 at September 26, 1998 30,665 33,257 Real estate held for sale or lease, net 324 336 Goodwill and other intangibles, net 11,091 11,421 Other assets 522 520 ---------------- --------------- Total assets $90,100 $87,630 ---------------- --------------- ---------------- ---------------
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 27, September 26, LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998 ---------------- ------------------ Current liabilities: Current maturities of long-term debt $312 $312 Accounts payable 9,191 9,294 Accrued payroll 3,635 4,319 Accrued taxes 4,663 4,935 Other current liabilities 6,984 6,709 ---------------- ------------------ Total current liabilities 24,785 25,569 Long-term debt (Note E) 7,379 6,781 Deferred income taxes 2,675 2,992 Other liabilities 2,436 2,498 ---------------- ------------------ Total liabilities 37,275 37,840 ---------------- ------------------ 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 569 384 Retained earnings 52,079 49,464 Treasury stock, at cost: 542,000 shares at March 27, 1999 and 578,000 shares at September 26, 1998 (3,573) (3,808) ---------------- ------------------ Total stockholders' equity 52,825 49,790 ---------------- ------------------ Total liabilities and stockholders' equity $90,100 $87,630 ---------------- ------------------ ---------------- ------------------
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 27, March 28, March 27, March 28, 1999 1998 1999 1998 ------------------- ------------------- ------------------ ----------------- Net sales $40,480 $39,136 $79,781 $74,442 Cost of sales 30,256 29,903 60,219 56,416 ------------------- ------------------- ------------------ ----------------- Gross profit 10,224 9,233 19,562 18,026 Selling and administrative expenses 7,186 6,887 14,189 13,411 Interest expense 167 373 302 720 ------------------- ------------------- ------------------ ----------------- Income before taxes 2,871 1,973 5,071 3,895 Provision for income taxes (Note C) 1,004 615 1,784 1,327 ------------------- ------------------- ------------------ ----------------- Net income $1,867 $1,358 $3,287 $2,568 ------------------- ------------------- ------------------ ----------------- ------------------- ------------------- ------------------ ----------------- Net income per share (Note D): Basic $0.59 $0.44 $1.03 $0.84 ------------------- ------------------- ------------------ ----------------- ------------------- ------------------- ------------------ ----------------- Diluted $0.56 $0.42 $0.99 $0.80 ------------------- ------------------- ------------------ ----------------- ------------------- ------------------- ------------------ ----------------- Cash dividends declared per share $0.105 $0.093 $0.210 $0.187 ------------------- ------------------- ------------------ ----------------- ------------------- ------------------- ------------------ -----------------
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 27, March 28, 1999 1998 ---------- ---------- Cash provided from operating activities $343 $1,969 Investment activities: Capital expenditures (1,326) (2,031) Business acquisition -- (563) ---------- ---------- Cash used for investment activities (1,326) (2,594) ---------- ---------- Financing activities: Repayment of long-term debt (152) (241) Increase in long-term borrowings 750 750 Cash dividends (672) (573) Proceeds from stock plans 363 694 ---------- ---------- Cash provided from financing activities 289 630 ---------- ---------- Increase (decrease) in cash and cash equivalents (694) 5 Cash at the beginning of the period 722 27 ---------- ---------- Cash at the end of the period $28 $32 ---------- ---------- ---------- ----------
The accompanying notes are an integral part of the consolidated financial statements. Page 5 of 13 COURIER CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES UNAUDITED FINANCIAL STATEMENTS The balance sheet as of March 27, 1999, the statements of income for the three-month and six-month periods ended March 27, 1999 and March 28, 1998, and the statements of cash flows for the six-month periods ended March 27, 1999 and March 28, 1998 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 1998 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 have been condensed or omitted. The year-end balance sheet data as of September 26, 1998 was derived from audited 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 as of September 26, 1998. NEW ACCOUNTING PRONOUNCEMENTS Effective September 27, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", and SFAS No. 132, "Employer Disclosures about Pensions and Other Postretirement Benefits". The adoption of SFAS No. 130 was not material to the consolidated financial statements due to a lack of any items defined as other comprehensive income by SFAS No. 130. The adoption of SFAS No. 132 was also not material to the consolidated financial statements. The Financial Accounting Standards Board recently issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information", which will be effective for the Company's Annual Report for the fiscal year ending September 25, 1999, and SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which will be effective in the Company's fiscal year ending September 30, 2000. The Company does not expect that the implementation of these new standards will be material to the consolidated financial statements. B. INVENTORIES Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for most inventories. Inventories consisted of the following:
(000's Omitted) ------------------------------- March 27, September 26, 1999 1998 --------- ------------- Raw materials $ 3,319 $ 3,171 Work in process 6,225 4,903 Finished goods 3,025 2,754 ------- -------- Total inventories $12,569 $ 10,828 ------- -------- ------- --------
Page 6 of 13 COURIER CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 27, March 28, March 27, March 28, 1999 1998 1999 1998 ------- --------- ------- --------- Federal income taxes at statutory rate $ 976 $ 671 $ 1,724 $ 1,324 State income taxes, net 73 26 115 76 Goodwill amortization 43 37 86 86 Export related income (66) (52) (121) (104) Other (22) (67) (20) (55) ------- ------- ------- ------- Total provision $ 1,004 $ 615 $ 1,784 $ 1,327 ------- ------- ------- ------- ------- ------- ------- -------
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 and stock grant plans.
(000's Omitted) Quarter Ended Six Months Ended ---------------------- ---------------------- March 27, March 28, March 27, March 28, 1999 1998 1999 1998 ------- --------- ------- --------- Average shares outstanding for basic 3,191 3,095 3,185 3,070 Effect of potentially dilutive shares 121 121 129 131 ----- ----- ----- ----- Average shares outstanding for diluted 3,312 3,216 3,314 3,201 ----- ----- ----- ----- ----- ----- ----- -----
E. LONG-TERM DEBT In February 1999, the Company extended the maturity date of its $30 million long-term revolving credit facility for one year to February 2001. Page 7 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 1999 were $40.5 million compared to $39.1 million in the second quarter of fiscal 1998, an increase of 3%. Sales from the Company's core book manufacturing segment were up 3% to $40.0 million for the quarter as increased sales in religious publishing more than offset seasonal softness in other publishing markets. The Company's customized education segment consists of The Home School and Copyright Management Services (CMS). The Home School, which was acquired on September 30, 1997, is a direct marketer of books and other educational products for supplementing or replacing traditional education with home-based learning. CMS provides customized coursepacks and copyright clearance services primarily to colleges and universities. Revenues from these two newer businesses grew more than 50% during the second quarter to $0.5 million. The Company's fourth quarter historically represents the period of highest market demand for these educationally oriented ventures. Gross profit increased to $10.2 million, or 25% of sales, in the second quarter from $9.2 million, or 24% of sales, in the same period last year. The improvement in gross profit reflects the benefits of increased sales volume and gains in productivity. Selling and administrative expenses increased to $7.2 million in the second quarter from $6.9 million in the same period last year. Expenses related to improvements in the Company's information systems and infrastructure increased by $0.3 million during the quarter, including expenses related to "Year 2000" remediation efforts of approximately $150,000. Interest expense was $167,000 in the second quarter of fiscal 1999 compared to $373,000 in the same period last year, reflecting a reduction in average borrowings of approximately $13 million as well as a lower average interest rate. The Company's effective tax rate for the second quarter was 35%. This rate was higher than the 31% rate in the corresponding period last year in part due to a higher effective state tax rate. Net income for the second quarter of fiscal 1999 was $1,867,000, up 37% over last year's earnings of $1,358,000. Net income per share on a diluted basis increased 33% to $.56 per share from $.42 per share in the corresponding period last year. Earnings from the Company's core book manufacturing operations increased 29% over last year's second quarter largely reflecting increased sales volume and higher levels of productivity. The Company's newer businesses, CMS and The Home School, reduced second quarter earnings by $.16 per diluted share compared to a reduction of $.17 per diluted share for the same period last year. Revenues and related earnings for these businesses, both of which are highly seasonal, are expected to increase in the fourth quarter coinciding with the months of highest market demand. Weighted average shares outstanding increased approximately 96,000 shares over last year's second quarter primarily due to options exercised under the Company's stock option plans. For the six months ended March 27, 1999, the Company reported net income of $3,287,000, or $.99 per diluted share, up 28% compared to $2,568,000, or $.80 per diluted share, for the same period last year. Sales for the first six months were $79.8 million, up 7% from $74.4 million in the corresponding period of fiscal 1998. The factors impacting second quarter results similarly affected year-to-date results. Sales from the Company's core book manufacturing operations increased by 7% while related earnings increased by 23% compared to the first six months of fiscal 1998. CMS and The Home School reduced earnings by $.33 per diluted share compared to $.32 per diluted share in the first half of fiscal 1998. Page 8 of 13 COURIER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (continued): Effective September 27, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", and SFAS No. 132, "Employer Disclosures about Pensions and Other Postretirement Benefits". The adoption of SFAS No. 130 was not material to the consolidated financial statements due to a lack of any items defined as other comprehensive income by SFAS No. 130. The adoption of SFAS No. 132 was also not material to the consolidated financial statements. The Financial Accounting Standards Board recently issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information", which will be effective for the Company's Annual Report for the fiscal year ending September 25, 1999, and SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which will be effective in the Company's fiscal year ending September 30, 2000. The Company does not expect that the implementation of these new standards will be material to the consolidated financial statements. LIQUIDITY AND CAPITAL RESOURCES: During the first half of fiscal 1999, operations provided approximately $0.3 million of cash. Net income was $3.3 million and depreciation and amortization were $4.3 million. Working capital utilized approximately $6.9 million of cash primarily due to increases in accounts receivable of $4.8 million and inventories of $1.7 million. Investment activities in the first six months of fiscal 1999 used approximately $1.3 million of cash for capital expenditures. For the entire fiscal year, capital expenditures are expected to be approximately $8 to $10 million, which includes approximately $0.6 million related to Year 2000 issues. The Company's Raymond, New Hampshire facility, which had been leased through June 1996, continues to be vacant pending sale or lease. Financing activities for the first six months of fiscal 1999 provided approximately $0.3 million of cash. At March 27, 1999, the Company utilized $6.0 million of its borrowing capacity available under a $30 million long-term revolving credit facility. In February 1999, the maturity date of the Company's revolving credit facility was extended one year to February 2001. YEAR 2000 ISSUE: THE STATEMENTS IN THE FOLLOWING SECTION INCLUDE "YEAR 2000 READINESS DISCLOSURE" WITHIN THE MEANING OF THE YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT. Historically, many computer programs were written using two digits rather than four to specify the year. Such software may recognize the year 2000 as "00" which could result in computer system failures or miscalculations, commonly referred to as the Year 2000 (Y2K) issue. The Company recognizes the need to ensure that its operations will not be adversely impacted by a Year 2000 software failure. Incomplete or untimely resolution of the Y2K issue by the Company, key suppliers, customers and other parties could have a material adverse effect on the Company's results of operations, financial condition and cash flows. The Company established a Year 2000 Management Task Force to address the Y2K issue. This Task Force is coordinating efforts to identify, assess and implement changes to information technology ("IT") systems and operational systems such as presses and binders, telecommunications equipment, building security and environmental controls, and is evaluating the Y2K readiness of key suppliers, customers and other parties. Operational systems have been inventoried and assessment has been completed. Approximately 1.2% of operational systems are non-compliant. Remediation is in process and is expected to be complete in September 1999. Page 9 of 13 COURIER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS YEAR 2000 ISSUE (continued): The Company has substantially completed inventories and assessments of its IT systems in use at each of its locations and determined that many of the IT systems were not compliant. The Company is in the process of replacing or upgrading these systems with enterprise-wide systems across all of the Company's operations, utilizing a common IT infrastructure which collectively is designed to give the Company the benefit of new technology with enhanced functionality and resultant improvements in service and productivity. The replacement of non-compliant systems is complete at three locations. The remaining three locations are in process and are expected to be completed on schedule before the end of the fiscal year. The Company is actively assessing the Y2K readiness of third parties (including suppliers, financial institutions and customers) with which it has a material relationship to identify potentially non-compliant parties. The Company has performed site visits and is actively working with the key suppliers of raw materials, such as paper mills and film and plate manufacturers. The Company believes that its most reasonably likely, worst-case Y2K scenario may involve non-compliant third parties, including suppliers of utilities. The Company is assessing the degree of exposure and risk of non-compliance by such third parties, which could include possible consequences such as temporary plant disruptions and delays in the receipt of key materials, the receipt of orders, the delivery of finished products and the preparation of invoices. The Company is developing contingency plans specific to these risks as it works with its key suppliers, customers and other parties. The Year 2000 Task Force will be continually monitoring the Y2K risks and related contingency plans throughout 1999. The Company continues to estimate the cost of achieving Y2K compliance to be approximately $2 million of which approximately half will be capital expenditures, primarily for new IT systems. Costs incurred in the first six months of fiscal 1999 directly related to Y2K remediation were approximately $0.5 million bringing total costs to date to approximately $1.3 million, of which approximately $0.7 million was expensed. The remainder of the Y2K costs are expected to be incurred during fiscal 1999. The Y2K costs are expected to be funded through operating cash flows and available credit facilities. The Company does not separately track all of the internal costs incurred for the Y2K project, particularly the related payroll costs of its engineering and information technology groups. FORWARD-LOOKING INFORMATION: Statements that describe future expectations, plans or strategies are considered forward looking. Such statements are subject to certain risks and uncertainties which 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, consolidation among customers, success in the integration of acquired businesses, Year 2000 issues, 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 10 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 26, 1998. 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 14, 1999. Following are the matters voted on at the meeting. ELECTION OF DIRECTORS All nominees of the Board of Directors of the registrant were reelected for a three-year term. ADOPTION OF THE COURIER CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN Stockholders voted to adopt the Courier Corporation 1999 Employee Stock Purchase Plan, replacing the expiring 1989 Employee Stock Purchase Plan. The full text of the Plan was included as an exhibit to the proxy statement and is incorporated herein by reference. Votes were cast as follows:
For Against Abstain Broker Non-votes --- ------- ------- ---------------- 2,516,700 33,242 20,186 437,414
AMENDMENT TO THE 1989 DEFERRED INCOME STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS Stockholders voted to approve an amendment to the Corporation's 1989 Deferred Income Stock Option Plan for Non-Employee Directors, which removed the termination date in the Plan and increased the number of shares available for grant under the Plan by 100,000 shares of common stock. The amendment was included as an exhibit to the Company's Annual Report on Form 10-K and is incorporated herein by reference. Votes were cast as follows:
For Against Abstain Broker Non-votes --- ------- ------- ---------------- 2,500,680 41,723 27,725 437,414
Page 11 of 13 COURIER CORPORATION PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (continued) AMENDMENT TO THE 1993 AMENDED AND RESTATED STOCK INCENTIVE PLAN Stockholders voted to approve an amendment to the Corporation's 1993 Amended and Restated Stock Incentive Plan, which increased the number of shares available for grant under the Plan by 100,000 shares of common stock. The amendment was included as an exhibit to the Company's Annual Report on Form 10-K and is incorporated herein by reference. Votes were cast as follows:
For Against Abstain Broker Non-votes --- ------- ------- ---------------- 2,322,651 220,609 26,868 437,414
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 25, 1999. Votes were cast as follows:
For Against Abstain --- ------- ------- 2,997,171 4,769 5,602
ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits
Exhibit No. Description of Exhibit ----------- ---------------------- 10 Amendment, dated February 26, 1999, to Note Agreement between Courier Corporation, State Street Bank and Trust Company and BankBoston, N.A., providing for a $30 million revolving credit facility. 27 Financial Data Schedule
(b) Reports on Form 8-K A Report on Form 8-K dated March 18, 1999 reporting under Item 5 the adoption of a stockholders' rights plan . 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 10, 1999 By: S/JAMES F. CONWAY III - - ------------------------- --------------------------- Date James F. Conway III Chairman, President and Chief Executive Officer MAY 10, 1999 By: S/ROBERT P. STORY, JR. - - ------------------------- --------------------------- Date Robert P. Story, Jr. Senior Vice President and Chief Financial Officer MAY 10, 1999 By: S/PETER M. FOLGER - - ------------------------- --------------------------- Date Peter M. Folger Vice President and Chief Accounting Officer Page 13 of 13 EX-10 2 EX-10 Exhibit 10 COURIER CORPORATION COURIER-CITIZEN COMPANY COURIER COMPANIES, INC. COURIER DELAWARE HOLDING CORPORATION COURIER FOREIGN SALES CORPORATION LIMITED COURIER INVESTMENT CORPORATION COURIER KENDALLVILLE, INC. COURIER PROPERTIES, INC. COURIER STOUGHTON, INC. COURIER WESTFORD, INC. NATIONAL PUBLISHING COMPANY COURIER NEW MEDIA, INC. BOOK-MART PRESS, INC. THE HOME SCHOOL, INC. Dated as of: February 26, 1999 State Street Bank and Trust Company, Individually and as Agent 225 Franklin Street Boston, Massachusetts 02110 BankBoston, N.A. 100 Federal Street Boston, Massachusetts 02110 Re: AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT Ladies and Gentlemen: We refer to the Revolving Credit Agreement, dated as of March 18, 1997 (as amended, the "Agreement"), among COURIER CORPORATION, COURIER-CITIZEN COMPANY, COURIER COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN SALES CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE, INC., COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC., NATIONAL PUBLISHING COMPANY, COURIER NEW MEDIA, INC., BOOK-MART PRESS, INC. and THE HOME SCHOOL, INC. (each a "Borrower" and collectively the "Borrowers"), STATE STREET BANK AND TRUST COMPANY, in its capacity as a Bank ("SSB"), BANKBOSTON, N.A. (f/k/a The First National Bank of Boston), in its capacity as a Bank ("BKB"; and together with SSB, the "Banks"), and STATE STREET BANK AND TRUST COMPANY, in its capacity as agent for the Banks (the "Agent"). Terms used in this letter of agreement (this "Amendment") which are not defined herein, but which are defined in the Agreement, shall have the same respective meanings herein as therein. We have requested you to make certain amendments to the Agreement. You have advised us that you are prepared and would be pleased to make the amendments so requested by us on the condition that we join with you in this Amendment. Accordingly, in consideration of these premises, the promises, mutual covenants and agreements contained in this Amendment, and fully intending to be legally bound by this Amendment, we hereby agree with you as follows: ARTICLE I AMENDMENTS TO AGREEMENT Effective February 26, 1999, the Agreement is amended as follows: (a) The term "Loan Documents" shall, wherever used in the Agreement or any of the other Loan Documents, be deemed to also mean and include Amendment No. 3 to Revolving Credit Agreement, dated as of February 26, 1999, among the Borrowers, the Banks, and the Agent. (b) Section 1.1.56 of the Agreement is amended to read in its entirety as follows: "1.1.56 "Revolving Loan Maturity Date means February 15, 2001." ARTICLE II AMENDMENT TO REVOLVING CREDIT NOTES Effective on February 26, 1999, the Revolving Credit Notes are amended as set forth in the Allonges respectively attached hereto as ANNEX 1 and ANNEX 2. ARTICLE III REPRESENTATIONS AND WARRANTIES The Borrowers jointly and severally represent and warrant to you as follows: (a) REPRESENTATIONS IN AGREEMENT. Each of the representations and warranties made by the Borrowers to you in the Agreement was true, correct and complete when made and is true, correct and complete on and as of the date hereof with the same full -2- force and effect as if each of such representations and warranties had been made by the Borrowers on the date hereof and in this Amendment (except to the extent that such representations and warranties relate expressly to an earlier date). (b) NO DEFAULTS OR EVENTS OF DEFAULT. No Event of Default, or any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, exists on the date of this Amendment (after giving effect to all of the arrangements and transactions contemplated by this Amendment). (c) BINDING EFFECT OF DOCUMENTS. This Amendment has been duly authorized, executed and delivered to you by the Borrowers and is in full force and effect as of the date hereof, and the agreements and obligations of the Borrowers contained herein constitute the joint and several, and legal, valid and binding obligations of the Borrowers enforceable against the Borrowers in accordance with their respective terms. ARTICLE IV MISCELLANEOUS This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Except to the extent specifically amended and supplemented hereby, all of the terms, conditions and the provisions of the Agreement and each of the Loan Documents shall remain unmodified, and the Agreement and each of the Loan Documents, as amended and supplemented by this Amendment, are confirmed as being in full force and effect. -3- If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this Amendment and return such counterpart to the undersigned, together with the signed Allonges in the form of ANNEX 1 and ANNEX 2, whereupon this Amendment, as so accepted by you, shall become a binding agreement among you and the undersigned. Very truly yours, The Borrowers: COURIER CORPORATION By: s/Lee Cochrane ------------------------------ Title: V.P. & Treasurer COURIER CITIZEN COMPANY By: s/Lee Cochrane ------------------------------ Title: V.P. & Treasurer COURIER COMPANIES, INC. By: s/Lee Cochrane ------------------------------ Title: Asst. Treasurer COURIER DELAWARE HOLDING CORPORATION By: s/William L. Lampe, Jr. ------------------------------ Title: V.P. & Treasurer COURIER FOREIGN SALES CORPORATION LIMITED By: s/Lee Cochrane ------------------------------ Title: Treasurer (signatures continue on next page) -4- COURIER INVESTMENT CORPORATION By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer COURIER KENDALLVILLE, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer COURIER PROPERTIES, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer COURIER STOUGHTON, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer COURIER WESTFORD, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer NATIONAL PUBLISHING COMPANY By: s/ William L. Lampe, Jr. ------------------------------ Title: Treasurer COURIER NEW MEDIA, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer (signatures continue on next page) -5- BOOK-MART PRESS, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer THE HOME SCHOOL, INC. By: s/ Lee Cochrane ------------------------------ Title: Asst. Treasurer The foregoing Amendment is hereby accepted by the undersigned as of February 26, 1999. The Banks: STATE STREET BANK AND TRUST COMPANY By: s/ J. Landy ------------------------------ Title: Loan Officer BANKBOSTON, N.A. (f/k/a The First National Bank of Boston) By: s/ Christopher S. Allen ------------------------------ Title: Director The Agent: STATE STREET BANK AND TRUST COMPANY By: s/ J. Landy ------------------------------ Title: Loan Officer -6- ANNEX 1 ALLONGE TO REVOLVING CREDIT NOTE $15,000,000.00 Dated as of: February 26, 1999 This Allonge is made by COURIER CORPORATION, COURIER-CITIZEN COMPANY, COURIER COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN SALES CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE, INC., COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC., NATIONAL PUBLISHING COMPANY, COURIER NEW MEDIA, INC., BOOK-MART PRESS, INC., and THE HOME SCHOOL, INC. (collectively, the "Borrowers"), to that certain Revolving Credit Note dated March 18, 1997, in the face amount of $10,000,000 (as amended by that certain Allonge dated July 22, 1997 and February 27, 1998, the "Note"), executed and delivered by the Borrowers to BankBoston, N.A., f/k/a The First National Bank of Boston, (the "Bank") pursuant to the terms of a Revolving Credit Agreement, dated as of March 18, 1997, among the Borrowers, the Bank, and State Street Bank and Trust Company, Individually and as Agent (as amended, the "Loan Agreement"). Effective on the day and year first above written, the Revolving Loan Maturity Date shall be extended to February 15, 2001. The Borrowers hereby confirm their joint and several promise to pay as set forth in the Note, and all other terms and conditions of the Note, as modified by this Allonge. All capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Note. This Allonge shall become part of the Note, and although it is the intent of the parties that this Allonge be affixed to the Note, this Allonge shall continue in full force and effect even if it has not been so affixed. (signatures continue on next page) -7- Executed as a sealed instrument as of the date first above written. THE BORROWERS: WITNESS: COURIER CORPORATION s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: V.P. & Treasurer Courier Corp. WITNESS: COURIER CITIZEN COMPANY s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: V.P. & Treasurer Courier Corp. WITNESS: COURIER COMPANIES, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER DELAWARE HOLDING CORPORATION s/ Joan Cavaliere By: s/ William L. Lampe, Jr. - - -------------------------- ---------------------------- Title: National Title: V.P. & Treasurer WITNESS: COURIER FOREIGN SALES CORPORATION LIMITED s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Treasurer Courier Corp. WITNESS: COURIER INVESTMENT CORPORATION s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. (signatures continue on next page) WITNESS: COURIER KENDALLVILLE, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER PROPERTIES, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER STOUGHTON, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER WESTFORD, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: NATIONAL PUBLISHING COMPANY s/ Joan Cavaliere By: s/ William L. Lampe, Jr. - - -------------------------- ---------------------------- Title: National Title: Treasurer WITNESS: COURIER NEW MEDIA, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: BOOK-MART PRESS, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. (signatures continue on next page) -8- WITNESS: THE HOME SCHOOL, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. -9- ANNEX 2 ALLONGE TO REVOLVING CREDIT NOTE $15,000,000.00 Dated as of: February 26, 1999 This Allonge is made by COURIER CORPORATION, COURIER-CITIZEN COMPANY, COURIER COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN SALES CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE, INC., COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC., NATIONAL PUBLISHING COMPANY, COURIER NEW MEDIA, INC., BOOK-MART PRESS, INC., and THE HOME SCHOOL, INC. (collectively, the "Borrowers"), to that certain Revolving Credit Note dated March 18, 1997, in the face amount of $10,000,000 (as amended by that certain Allonge dated July 22, 1997 and February 27, 1998, the "Note"), executed and delivered by the Borrowers to State Street Bank and Trust Company (the "Bank"), pursuant to the terms of a Revolving Credit Agreement, dated as of March 18, 1997, among the Borrowers, BankBoston, N.A., f/k/a The First National Bank of Boston, and State Street Bank and Trust Company, Individually and as Agent (as amended, the "Loan Agreement"). Effective on the day and year first above written, the Revolving Loan Maturity Date shall be extended to February 15, 2001. The Borrowers hereby confirm their joint and several promise to pay as set forth in the Note, and all other terms and conditions of the Note, as modified by this Allonge. All capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Note. This Allonge shall become part of the Note, and although it is the intent of the parties that this Allonge be affixed to the Note, this Allonge shall continue in full force and effect even if it has not been so affixed. (signatures continue on next page) -11- Executed as a sealed instrument as of the date first above written. The Borrowers: WITNESS: COURIER CORPORATION s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: V.P. & Treasurer Courier Corp. WITNESS: COURIER CITIZEN COMPANY s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: V.P. & Treasurer Courier Corp. WITNESS: COURIER COMPANIES, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER DELAWARE HOLDING CORPORATION s/ Joan Cavaliere By: s/ William L. Lampe, Jr. - - -------------------------- ---------------------------- Title: National Title: VP & Treasurer WITNESS: COURIER FOREIGN SALES CORPORATION LIMITED s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Treasurer Courier Corp. WITNESS: COURIER INVESTMENT CORPORATION s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. (signatures continue on next page) -12- WITNESS: COURIER KENDALLVILLE, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER PROPERTIES, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER STOUGHTON, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: COURIER WESTFORD, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: NATIONAL PUBLISHING COMPANY s/ Joan Cavaliere By: s/ William L. Lampe, Jr. - - -------------------------- ---------------------------- Title: National Title: Treasurer WITNESS: COURIER NEW MEDIA, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. WITNESS: BOOK-MART PRESS, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. (signatures continue on next page) -13- WITNESS: THE HOME SCHOOL, INC. s/ Elaine M. Imbrogna By: s/ Lee Cochrane - - -------------------------- ---------------------------- Title: Asst. Treasurer Title: Asst. Treasurer Courier Corp. -14- EX-27 3 EX-27
5 1,000 6-MOS SEP-25-1999 SEP-27-1998 MAR-27-1999 28 0 32,716 1,154 12,569 47,498 103,686 73,021 90,100 24,785 0 0 0 3,750 49,075 90,100 79,781 79,781 60,219 60,219 14,112 77 302 5,071 1,784 3,287 0 0 0 3,287 1.03 .99 ACCOUNTS RECEIVABLES ARE NET OF ALLOWANCES OTHER SE INCLUDES TREASURY STOCK
-----END PRIVACY-ENHANCED MESSAGE-----