-----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, TG4pZ0SeMWBwFjM7VL/QE1rLQhBqkQBKzk+1QHHDShE+StclxErB8TgTbOM8MIts D63oRb9CU0+f2PWyk36+fA== 0001104659-07-038066.txt : 20070510 0001104659-07-038066.hdr.sgml : 20070510 20070510125515 ACCESSION NUMBER: 0001104659-07-038066 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 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: 1934 Act SEC FILE NUMBER: 000-07597 FILM NUMBER: 07836172 BUSINESS ADDRESS: STREET 1: 15 WELLMAN AVENUE CITY: NORTH CHELMSFORD STATE: MA ZIP: 01863 BUSINESS PHONE: 9782516000 10-Q 1 a07-13646_110q.htm 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, 2007

 

 

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

 

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  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).

Large accelerated filer  o

Accelerated filer  x

Non-accelerated filer  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes  o    No  x

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 May 8, 2007

Common Stock, $1 par value

 

12,530,852 shares

 

 




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,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

76,336

 

$

57,527

 

$

140,648

 

$

115,211

 

Cost of sales

 

52,706

 

39,652

 

96,874

 

78,805

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

23,630

 

17,875

 

43,774

 

36,406

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

14,203

 

11,123

 

27,704

 

22,803

 

Interest expense (income), net

 

476

 

(100

)

698

 

(248

)

 

 

 

 

 

 

 

 

 

 

Pretax income

 

8,951

 

6,852

 

15,372

 

13,851

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes (Note C)

 

3,342

 

2,459

 

5,740

 

4,971

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

5,609

 

$

4,393

 

$

9,632

 

$

8,880

 

 

 

 

 

 

 

 

 

 

 

Net income per share (Note D):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.45

 

$

0.36

 

$

0.77

 

$

0.72

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.44

 

$

0.35

 

$

0.76

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.18

 

$

0.12

 

$

0.36

 

$

0.24

 

 

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

2




COURIER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)

 

 

March 31,

 

September 30,

 

ASSETS

 

2007

 

2006

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,368

 

$

1,483

 

Accounts receivable, less allowance for uncollectible accounts of $1,719 at March 31, 2007 and $1,593 at September 30, 2006

 

44,084

 

46,002

 

Inventories (Note B)

 

35,371

 

29,565

 

Deferred income taxes

 

3,694

 

3,703

 

Other current assets

 

1,061

 

1,110

 

 

 

 

 

 

 

Total current assets

 

85,578

 

81,863

 

 

 

 

 

 

 

Property, plant and equipment, less accumulated depreciation: $134,982 at March 31, 2007 and $129,323 at September 30, 2006

 

90,398

 

85,248

 

 

 

 

 

 

 

Goodwill (Note A)

 

55,406

 

55,406

 

 

 

 

 

 

 

Other intangibles, net (Note A)

 

13,290

 

13,691

 

 

 

 

 

 

 

Prepublication costs (Note A)

 

9,885

 

9,327

 

 

 

 

 

 

 

Other assets

 

1,697

 

1,653

 

 

 

 

 

 

 

Total assets

 

$

256,254

 

$

247,188

 

 

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

3




 

 

 

March 31,

 

September 30,

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

2007

 

2006

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt

 

$

88

 

$

88

 

Accounts payable

 

16,068

 

15,778

 

Accrued payroll

 

7,323

 

9,534

 

Accrued taxes

 

702

 

3,362

 

Other current liabilities

 

5,306

 

6,928

 

 

 

 

 

 

 

Total current liabilities

 

29,487

 

35,690

 

 

 

 

 

 

 

Long-term debt

 

24,265

 

17,222

 

Deferred income taxes

 

10,037

 

8,913

 

Other liabilities

 

2,975

 

3,037

 

 

 

 

 

 

 

Total liabilities

 

66,764

 

64,862

 

 

 

 

 

 

 

Stockholders’ equity (Note F):

 

 

 

 

 

Preferred stock, $1 par value - authorized 1,000,000 shares; none issued

 

 

 

 

 

Common stock, $1 par value - authorized 18,000,000 shares; issued 12,515,000 at March 31, 2007 and 12,445,000 at September 30, 2006

 

12,515

 

12,445

 

Additional paid-in capital

 

10,548

 

8,592

 

Retained earnings

 

166,427

 

161,289

 

 

 

 

 

 

 

Total stockholders’ equity

 

189,490

 

182,326

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

256,254

 

$

247,188

 

 

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 31,

 

March 25,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net income

 

$

9,632

 

$

8,880

 

Adjustments to reconcile net income to cash provided from operating activities:

 

 

 

 

 

Depreciation and amortization

 

9,250

 

7,101

 

Stock based compensation

 

726

 

696

 

Deferred income taxes

 

1,133

 

748

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

1,918

 

1,229

 

Inventory

 

(5,806

)

(3,524

)

Accounts payable

 

290

 

(1,078

)

Accrued taxes

 

(2,660

)

(1,928

)

Other elements of working capital

 

(3,784

)

(1,660

)

Other, net

 

(189

)

(339

)

 

 

 

 

 

 

Cash provided from operating activities

 

10,510

 

10,125

 

 

 

 

 

 

 

Investment Activities:

 

 

 

 

 

Capital expenditures

 

(11,793

)

(11,793

)

Business acquisition, net of cash acquired

 

 

(14,163

)

Prepublication costs

 

(2,757

)

(1,600

)

 

 

 

 

 

 

Cash used for investment activities

 

(14,550

)

(27,556

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Long-term debt borrowings (repayments)

 

7,043

 

(42

)

Cash dividends

 

(4,494

)

(2,958

)

Proceeds from stock plans

 

1,175

 

695

 

Excess tax benefits from stock-based compensation

 

201

 

 

 

 

 

 

 

 

Cash provided from (used for) financing activities

 

3,925

 

(2,305

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(115

)

(19,736

)

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

 

1,483

 

34,038

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the period

 

$

1,368

 

$

14,302

 

 

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 31, 2007, the statements of income for the three-month and six-month periods ended March 31, 2007 and March 25, 2006, and the statements of cash flows for the six-month periods ended March 31, 2007 and March 25, 2006 are unaudited.  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 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 30, 2006 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 30, 2006.

Prepublication Costs

Prepublication costs, associated with creating new titles in the specialty publishing segment, are amortized to cost of sales using the straight-line method over estimated useful lives of three years for Research & Education Association, Inc. (“REA”), four years for Dover Publications, Inc. (“Dover”) and five years for Federal Marketing Corporation d/b/a Creative Homeowner (“Creative Homeowner”).

Goodwill and Other Intangibles

The Company evaluates possible impairment annually or whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. There were no such events or circumstances in the period presented.  Other intangibles include customer lists related to the fiscal 2006 acquisitions of Creative Homeowner and Moore-Langen Printing Company, Inc. (“Moore Langen”), which are being amortized over 15-year and 10-year periods, respectively (Note G).  Amortization expense related to customer lists in the second quarters of fiscal 2007 and 2006 was approximately $200,000 and $5,000, respectively, and for the first six months of fiscal 2007 and 2006 was approximately $400,000 and $9,000, respectively.

New Accounting Pronouncements

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN No. 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes.”  FIN No. 48 applies to fiscal years beginning after December 15, 2006; the Company’s 2008 fiscal year.  In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS 158”), which will be effective at the end of the Company’s 2007 fiscal year.  The Company does not believe the adoption of either FIN No. 48 or SFAS 158 will have a material effect on its consolidated financial position, results of operations or cash flows.

6




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 44% and 37% of the Company’s inventories at March 31, 2007 and September 30, 2006, respectively.  Other inventories, primarily in the specialty publishing segment, are determined on a first-in, first-out (FIFO) basis.  Inventories consisted of the following:

 

(000’s Omitted)

 

 

 

March 31,
2007

 

September 30,
2006

 

Raw materials

 

$

5,220

 

$

3,910

 

Work in process

 

8,917

 

6,295

 

Finished goods

 

21,234

 

19,360

 

Total

 

$

35,371

 

$

29,565

 

 

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

 

 

 

March 31,
2007

 

March 25,
2006

 

Federal taxes at statutory rates

 

$

3,133

 

35.0

%

$

2,400

 

35.0

%

State taxes, net of federal benefit

 

290

 

3.2

 

203

 

3.0

 

Federal manufacturers’ deduction

 

(77

)

(0.9

)

(72

)

(1.1

)

Tax benefit of export related income

 

(33

)

(0.4

)

(110

)

(1.6

)

Stock-based compensation (Note F)

 

13

 

0.1

 

37

 

0.5

 

Other

 

16

 

0.2

 

1

 

 

Total

 

$

3,342

 

37.3

%

$

2,459

 

35.9

%

 

 

(000’s Omitted)

 

 

 

Six Months Ended

 

 

 

March 31,
2007

 

March 25,
2006

 

Federal taxes at statutory rates

 

$

5,380

 

35.0

%

$

4,849

 

35.0

%

State taxes, net of federal benefit

 

504

 

3.3

 

411

 

3.0

 

Federal manufacturers’ deduction

 

(132

)

(0.9

)

(145

)

(1.1

)

Tax benefit of export related income

 

(55

)

(0.4

)

(222

)

(1.6

)

Stock-based compensation (Note F)

 

21

 

0.1

 

75

 

0.5

 

Other

 

22

 

0.1

 

3

 

0.1

 

Total

 

$

5,740

 

37.3

%

$

4,971

 

35.9

%

 

7




D.            NET INCOME PER SHARE

The following is a reconciliation of the shares used in the calculation of basic and diluted 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,
2007

 

March 25,
2006

 

March 31,
2007

 

March 25,
2006

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding for basic

 

12,446

 

12,307

 

12,431

 

12,298

 

Effect of potentially dilutive shares

 

236

 

274

 

242

 

270

 

Average shares outstanding for diluted

 

12,682

 

12,581

 

12,673

 

12,568

 

 

E.             BUSINESS SEGMENTS

The Company has two business segments: book manufacturing 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 specialty publishing segment consists of Dover and REA, as well as Creative Homeowner since its acquisition in April 2006 (Note G).

In evaluating segment performance, management primarily focuses on income or loss before taxes, stock-based compensation and other income.  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, legal, human resources and engineering, and include depreciation and amortization expense related to corporate assets.

The following table provides segment information for the quarter and six-month periods ended March 31, 2007 and March 25, 2006.

 

(000’s Omitted)

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

March 31,
2007

 

March 25,
2006

 

March 31,
2007

 

March 25,
2006

 

 

 

 

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

Book manufacturing

 

$

60,464

 

$

49,431

 

$

110,426

 

$

97,665

 

Specialty publishing

 

18,160

 

10,262

 

34,918

 

21,183

 

Elimination of intersegment sales

 

(2,288

)

(2,166

)

(4,696

)

(3,637

)

Total

 

$

76,336

 

$

57,527

 

$

140,648

 

$

115,211

 

 

 

 

 

 

 

 

 

 

 

Income before taxes:

 

 

 

 

 

 

 

 

 

Book manufacturing

 

$

7,877

 

$

6,338

 

$

13,768

 

$

12,501

 

Specialty publishing

 

1,363

 

1,064

 

2,170

 

2,149

 

Stock-based compensation

 

(363

)

(360

)

(726

)

(696

)

Elimination of intersegment profit

 

74

 

(190

)

160

 

(103

)

Total

 

$

8,951

 

$

6,852

 

$

15,372

 

$

13,851

 

 

8




F.             STOCK-BASED COMPENSATION

The Company records stock-based compensation expense for the cost of stock options and stock grants as well as shares issued under the Company’s 1999 Employee Stock Purchase Plan. The fair value of each option awarded is calculated on the date of grant using the Black-Scholes option-pricing model. Stock-based compensation recognized in selling and administrative expenses in the accompanying financial statements in the second quarter of fiscal 2007 and 2006 was $363,000 and $360,000, respectively, and the related tax benefit recognized was $112,000 and $88,000, respectively. For the first six months of 2007 and 2006, stock-based compensation was $726,000 and $696,000, respectively, and the related tax benefit recognized was $224,000 and $168,000, respectively. Unrecognized stock-based compensation cost at March 31, 2007 was $2.1 million, to be recognized over a weighted-average period of 2.0 years.

Stock Incentive Plan: The Company’s stock incentive plan provides for the granting of stock options and stock grants up to a total of 2,064,375 shares.  Under the plan provisions, both non-qualified and incentive stock options to purchase shares of the Company’s common stock may be granted to key employees.  The option price per share may not be less than the fair market value of stock at the time the option is granted and incentive stock options must expire not later than ten years from the date of grant.  The Company annually issues a combination of stock options and stock grants to its key employees. Stock options and stock grants generally vest over 3 years.  During the second quarter of fiscal 2007, 6,993 restricted stock awards were granted with a weighted-average fair value of $38.54 per share and for the first six months, a total of 11,093 such shares were granted with a weighted-average fair value of $38.46.  At March 31, 2007, non-vested restricted stock grants outstanding were 47,063 shares with a weighted-average grant-date fair value of $34.88.

The following table provides stock option activity under this plan in the first six months of fiscal 2007:

 

 

 

Weighted Average

 

Aggregate

 

 

 

Option
Shares

 

Exercise
Price

 

Remaining
Term (yrs)

 

Intrinsic
Value

 

Outstanding at September 30, 2006

 

401,891

 

$

21.69

 

 

 

 

 

Issued

 

5,384

 

38.82

 

 

 

 

 

Exercised

 

(34,247

)

17.91

 

 

 

$

744,000

 

Outstanding at March 31, 2007

 

373,028

 

$

22.28

 

3.1

 

$

6,264,000

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2007

 

306,784

 

$

19.15

 

2.7

 

$

6,112,000

 

Available for future grants

 

255,948

 

 

 

 

 

 

 

 

The fair value of each option grant was estimated using the Black-Scholes option-pricing model on the date of the grant. The key assumptions used to value the options were a risk-free interest rate of 4.7%, expected volatility of 27%, a dividend yield of 1.9%, and an expected life of 5 years.

Directors’ Option Plan: In January 2005, stockholders approved the Courier Corporation 2005 Stock Equity Plan for Non-Employee Directors (the “2005 Plan”). Under the 2005 Plan provisions, non-qualified stock options to purchase shares of the Company’s common stock may be granted to non-employee directors up to a total of 225,000 shares.  The option price per share is the fair market value of stock at the time the option is granted.  The options are immediately exercisable and have a term of five years. The 2005 Plan replaced the previous non-employee directors’ plan, which had been adopted in 1989.  The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model.  Directors may also elect to receive their annual retainer and committee chair fees as shares of stock in lieu of cash; 4,338 such shares were issued in the second quarter of fiscal 2007 with a fair market value of $39.18 per share.

9




The following table provides activity under the directors’ option plans in the first six months of fiscal 2007:

 

 

 

Weighted Average

 

Aggregate

 

 

 

Option
Shares

 

Exercise
Price

 

Remaining
Term (yrs)

 

Intrinsic
Value

 

Outstanding at September 30, 2006

 

185,127

 

$

25.78

 

 

 

 

 

Issued

 

38,064

 

39.18

 

 

 

 

 

Exercised

 

(24,594

)

23.10

 

 

 

$

391,000

 

Outstanding at March 31, 2007

 

198,597

 

$

28.68

 

2.7

 

$

2,067,000

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2007

 

198,597

 

$

28.68

 

2.7

 

$

2,067,000

 

Available for future grants

 

93,282

 

 

 

 

 

 

 

 

The key assumptions used to value the 38,064 options issued in the second quarter were a risk-free interest rate of 4.7%, expected volatility of 27%, a dividend yield of 1.8%, and an expected life of 5 years.

Employee Stock Purchase Plan: The Company’s 1999 Employee Stock Purchase Plan (“ESPP”), as amended, covers an aggregate of 337,500 shares of Company common stock for issuance under the plan.  Eligible employees may purchase shares of Company common stock at not less than 85% of fair market value at the end of the grant period.  On March 1, 2007, 9,529 shares were issued under the ESPP at a price of $32.47 per share.

G.            BUSINESS ACQUISITIONS

On October 17, 2005, the Company acquired Moore Langen, an Indianapolis-based printer specializing in book covers, in a $15 million cash transaction.  The acquisition was accounted for as a purchase, and accordingly, Moore Langen’s financial results were included in the book manufacturing segment in the consolidated financial statements from the date of acquisition. On April 28, 2006, the Company acquired Creative Homeowner, a New Jersey-based publisher and distributor of books, home plans and related products for the home and garden retail book market.  The Company purchased 100% of the stock in a $37 million cash transaction.  The acquisition was accounted for as a purchase, and accordingly, Creative Homeowner’s financial results were included in the specialty publishing segment in the consolidated financial statements from the date of acquisition. The allocation of Creative Homeowner’s purchase price to assets acquired was as follows:

Goodwill

 

$

16,619,000

 

Customer lists

 

11,502,000

 

Prepublication costs

 

3,046,000

 

Trade name

 

1,370,000

 

Accounts receivable

 

7,485,000

 

Inventory

 

2,876,000

 

Property, plant and equipment

 

440,000

 

Accounts payable

 

(4,863,000

)

Other liabilities assumed

 

(2,105,000

)

Other assets

 

641,000

 

Total purchase price

 

$

37,011,000

 

 

10




 

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, impairment of 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 creditworthiness.  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 reductions in the cost basis of inventory 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 charges may be required.

Goodwill and Other Intangibles Other intangibles include customer lists, which are amortized on a straight-line basis over periods ranging from ten to fifteen years. The Company evaluates possible impairment of goodwill and other intangibles annually or whenever events or circumstances indicate that the carrying value of the assets may not be recoverable.  The Company completed the annual impairment test at September 30, 2006 resulting in no change to the nature or carrying amounts of its intangible assets.  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, which include the costs of acquiring rights to publish a work and costs associated with bringing a manuscript to publication such as artwork and editorial efforts. Prepublication costs are amortized on a straight-line basis over periods ranging from three to five years.  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 The income tax provision and related accrued taxes are based on amounts reported on the Company’s tax returns and changes in deferred taxes.  Deferred income tax liabilities and assets are determined based upon the differences between the financial statement and tax bases of assets and liabilities.  Changes in the recoverability of the Company’s deferred tax assets or audits by tax authorities could result in future charges or credits to income tax expense, and related accrued and deferred taxes.

11




Overview:

Courier Corporation, founded in 1824, is one of America’s leading book manufacturers and specialty publishers.  The Company has two business segments: book manufacturing and specialty publishing.  The book manufacturing segment streamlines the process of bringing books from the point of creation to the point of use.  Based on sales, Courier is the fourth largest book manufacturer in the United States and the largest in the Northeast, offering services from prepress and production through storage and distribution.  The specialty publishing segment consists of Dover Publications, Inc. (“Dover”) and Research & Education Association, Inc. (“REA”), as well as the April 2006 acquisition of Federal Marketing Corporation d/b/a Creative Homeowner (“Creative Homeowner”).  Dover publishes over 9,000 titles in more than 30 specialty categories ranging from literature and poetry classics to paper dolls, and from music scores to clip art.  REA publishes test preparation and study-guide books and software for high school, college and graduate students, and professionals.  Creative Homeowner publishes and distributes books, home plans and related products to the home and garden market.

Results of Operations:

 

FINANCIAL HIGHLIGHTS

 

 

 

(dollars in thousands except per share amounts)

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

March 31,
2007

 

March 25,
2006

 

%
Change

 

March 31,
2007

 

March 25,
2006

 

%
Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

76,336

 

$

57,527

 

32.7

%

$

140,648

 

$

115,211

 

22.1

%

Cost of sales

 

52,706

 

39,652

 

32.9

%

96,874

 

78,805

 

22.9

%

Gross profit

 

23,630

 

17,875

 

32.2

%

43,774

 

36,406

 

20.2

%

As a percentage of sales

 

31.0

%

31.1

%

 

 

31.1

%

31.6

%

 

 

Selling and administrative Expenses

 

14,203

 

11,123

 

27.7

%

27,704

 

22,803

 

21.5

%

Interest expense (income), net

 

476

 

(100

)

 

 

698

 

(248

)

 

 

Pretax income

 

8,951

 

6,852

 

30.6

%

15,372

 

13,851

 

11.0

%

Net income

 

$

5,609

 

$

4,393

 

27.7

%

$

9,632

 

$

8,880

 

8.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per diluted share

 

$

0.44

 

$

0.35

 

25.7

%

$

0.76

 

$

0.71

 

7.0

%

 

Revenues in the second quarter and first half of fiscal 2007 increased in both of the Company’s operating segments compared to the same periods last year. Book manufacturing revenues were up 22% for the second quarter and 13% for the first half of the year compared to the corresponding periods last year, reflecting growth across all markets.  Sales in the specialty publishing segment were up 77% in the second quarter and 65% year to date compared to the same periods last year, reflecting incremental sales from the April 2006 acquisition of Creative Homeowner as well as organic growth in the segment’s other businesses in the second quarter.

Business Acquisitions

On April 28, 2006, the Company acquired Creative Homeowner, a New Jersey-based publisher and distributor of books, home plans and related products for the home and garden retail book market.  The acquisition was accounted for as a purchase, and accordingly, Creative Homeowner’s financial results were included in the specialty publishing segment in the consolidated financial statements from the date of acquisition. On October 17, 2005, the Company acquired Moore-Langen Printing Company, Inc. (“Moore Langen”), an Indianapolis-based printer specializing in book covers.  The acquisition was accounted for as a purchase, and accordingly, Moore Langen’s financial results were included in the book manufacturing segment from the date of acquisition.

12




Book Manufacturing Segment

 

SEGMENT HIGHLIGHTS

 

 

 

(dollars in thousands except per share amounts)

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

March 31,
2007

 

March 25,
2006

 

%
Change

 

March 31,
2007

 

March 25,
2006

 

%
Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

60,464

 

$

49,431

 

22.3

%

$

110,426

 

$

97,665

 

13.1

%

Cost of sales

 

44,787

 

36,266

 

23.5

%

81,697

 

70,936

 

15.2

%

Gross profit

 

15,677

 

13,165

 

19.1

%

28,729

 

26,729

 

7.5

%

As a percentage of sales

 

25.9

%

26.6

%

 

 

26.0

%

27.4

%

 

 

Selling and administrative expenses

 

7,795

 

6,972

 

11.8

%

15,174

 

14,572

 

4.1

%

Interest expense (income)

 

5

 

(145

)

 

 

(213

)

(344

)

 

 

Pretax income

 

$

7,877

 

$

6,338

 

24.3

%

$

13,768

 

$

12,501

 

10.1

%

 

Within this segment, the Company focuses on three key markets: education, religious and specialty trade.  Sales to the education market increased $5.2 million, or 24%, to $26.6 million in the second quarter of fiscal 2007 compared to the same period last year, with the greatest growth in four-color textbooks.  For the first six months, sales to this market increased by $5.4 million, or 15%, to $41.7 million compared to the first half of fiscal 2006.  Textbook demand started very slowly in the beginning of the fiscal year, but picked up strongly starting in December. The start up of the third new four-color press was completed at the end of the first quarter of fiscal 2007 and provided the necessary capacity to meet the growing demand for educational books.  Sales to the religious market were up $3.1 million, or 22%, to $17 million in the second quarter compared to last year, due in part to order timing issues.  For the first half of the year, sales to this market were $32.7 million, an increase of $2.6 million, or 8% over the first six months of fiscal 2006, closer to historical growth trends.  Sales to the specialty trade market were up $3.0 million, or 29%, to $13.3 million for the second quarter and were up $4.7 million, or 20%, to $28.4 million for the first six months compared to the corresponding periods last year as a result of several large one-time orders in the first quarter as well as share increases across a range of customers.  

Cost of sales in this segment increased by 23.5% to $44.8 million for the quarter and increased 15% to $81.7 million for the first six months of fiscal 2007 compared to the same periods last year, reflecting higher sales volume and higher health care costs.  The new four-color press that began operation in the Kendallville, Indiana plant in December 2006 had a smooth start up without significant additional costs in the second quarter. Gross profit in this segment increased by 19% to $15.7 million for the quarter, and as a percentage of sales decreased to 25.9% from 26.6% in last year’s second quarter, reflecting pricing pressure and higher health care costs.  Gross profit for the first six months of fiscal 2007 increased 7.5% to $28.7 million but decreased as a percentage of sales to 26.0% from 27.4% in the corresponding period last year reflecting pricing pressure as well as lower sales growth and a less favorable product mix in the first quarter.

Selling and administrative expenses for the segment increased 12% in the second quarter to $7.8 million and, as a percentage of sales, decreased to 12.9% from 14.1% last year.  This increase in expenses for the quarter resulted from costs associated with the increased sales volume, such as sales commissions and customer service expenses, and incentive compensation costs tied directly to improved profitability. For the first half of fiscal 2007, such expenses increased 4% to $15.2 million and, as a percentage of sales, decreased to 13.7% from 14.9% in the same period last year.

13




Intercompany interest expense allocated to the book manufacturing segment was $5,000 in the second quarter compared to interest income of $145,000 in the same period last year resulting from the high level of capital expenditures in the past year associated with the expansion of the Kendallville facility.  For the first six months, intercompany interest income allocated to this segment decreased to $213,000 compared to $344,000 last year.

Pretax income in the book manufacturing segment was $7.9 million in the second quarter of fiscal 2007, a 24% increase over the same period last year.  For the first six months of fiscal 2007, pretax income was $13.8 million, up 10% over the first half of fiscal 2006.

Specialty Publishing Segment

 

SEGMENT HIGHLIGHTS

 

 

 

(dollars in thousands except per share amounts)

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

March 31,
2007

 

March 25,
2006

 

%
Change

 

March 31,
2007

 

March 25,
2006

 

%
Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

18,160

 

$

10,262

 

77.0

%

$

34,918

 

$

21,183

 

64.8

%

Cost of sales

 

10,280

 

5,362

 

91.7

%

20,033

 

11,403

 

75.7

%

Gross profit

 

7,880

 

4,900

 

60.8

%

14,885

 

9,780

 

52.2

%

As a percentage of sales

 

43.4

%

47.7

%

 

 

42.6

%

46.2

%

 

 

Selling and administrative expenses

 

6,045

 

3,791

 

59.5

%

11,805

 

7,535

 

56.7

%

Interest expense

 

472

 

45

 

 

 

910

 

96

 

 

 

Pretax income

 

$

1,363

 

$

1,064

 

28.0

%

$

2,170

 

$

2,149

 

1.0

%

 

The Company’s specialty publishing segment reported second quarter sales of $18.2 million, up 77% from $10.3 million in last year’s second quarter and sales of $34.9 million for the first six months of the year, up 65% over last year.  Creative Homeowner, acquired in April 2006, contributed incremental sales of $7.3 million and $14.1 million for the second quarter and first half of fiscal 2007, respectively.  Creative Homeowner achieved increased sales compared to the same period last year, prior to their acquisition, despite a soft housing market that has depressed sales in the home center market.  Creative Homeowner achieved a small, but important share gain in this channel in the second quarter to offset market softness and continued to expand their line of craft books realizing impressive growth in the bookstore and craft store channels.  Dover sales were up 5% in the second quarter to $8.9 million, rebounding significantly from a weak first quarter when sales were down by 13%, leaving first half sales down 5% to $17.3 million for the first half of fiscal 2007 compared to the same period last year, in a period of weak market demand.  Second quarter sales growth at Dover occurred across most of its sales channels, including both large and small retailers, helped by the expansion of its new “Dover Fun Kitsä” product line and by new merchandising programs, which continue to expand placement of Dover display racks at existing and new customer locations. Sales at REA increased 12% in the second quarter to $1.9 million and 14% for the first six months to $3.5 million compared to the same periods last year primarily due to growth in the educational testing market and by increases in direct marketing to teachers and school administrators. 

Cost of sales in this segment increased by 92% to $10.3 million for the quarter and increased 76% to $20.0 million for the first six months of fiscal 2007 compared to the same periods last year, reflecting the incremental impact of Creative Homeowner as well as the higher sales volume in the segment’s other businesses.  Gross profit as a percentage of sales for the segment decreased in the quarter to 43.4% from 47.7% in the corresponding period last year.  Creative Homeowner reduced the overall gross profit percentage in the segment because of their lower-margin distribution business.  As a percentage of sales, gross profit for Dover and REA for the second quarter was comparable to the same period last year. 

Selling and administrative expenses in this segment were $6.0 million in the second quarter, an increase of 59.5% over the second quarter of fiscal 2006, primarily due to the addition of Creative Homeowner.  As a percentage of sales, selling and administrative expenses decreased to 33.3% from 36.9% in the

14




corresponding period last year. Similarly, for the first six months of fiscal 2007, selling and administrative expenses increased 56.7% to $11.8 million compared to last year, reflecting the acquisition of Creative Homeowner, while as a percentage of sales, such expenses decreased to 33.8% from 35.6% in the first half of fiscal 2006.

Intercompany interest expense is allocated to the specialty publishing segment based on acquisition costs, reduced by cash generated by each business since acquisition.  Interest expense for the second quarter of fiscal 2007 was $472,000 compared to $45,000 last year and for the first six months was $910,000 versus $96,000 in the corresponding period of fiscal 2006.  The increase reflects the $37 million purchase of Creative Homeowner in April 2006.

Pretax income in the specialty publishing segment for the second quarter was $1.4 million, up 28% from $1.1 million last year, and for the first half of fiscal 2007 was $2.2 million, up 1% from the same period last year.

Total Consolidated Company

Interest expense, net of interest income, was $476,000 in the second quarter of fiscal 2007, compared to net interest income of $100,000 in the same period of fiscal 2006.  For the first six months of fiscal 2007, interest expense, net of interest income, was $698,000 compared to net interest income of $248,000 in the first half of fiscal 2006. Average debt under the revolving credit facility in the second quarter of fiscal 2007 was approximately $26.2 million at an average annual interest rate of 5.8%, generating interest expense of approximately $390,000.  Average debt under this facility for the first half of fiscal 2007 was approximately $22.4 million at an average annual interest rate of 5.8%, generating interest expense of approximately $670,000.  Interest expense also includes commitment fees and other costs associated with maintaining this credit facility.  Interest capitalized in the first six months of fiscal 2007 was approximately $134,000, related primarily to the expansion of the Kendallville facility; no interest was capitalized last year.  In the second quarter of fiscal 2006, cash investments averaged approximately $14.8 million invested at an average annual interest rate of 4.2%, generating interest income of approximately $155,000.  For the first six months of fiscal 2006, average cash investments were $18.9 million invested at an average interest rate of 3.8%, generating interest income of approximately $355,000.

The Company’s effective tax rate for the second quarter and first half of fiscal 2007 was 37.3% compared to 35.9% for the same periods last year.  The increase in the effective tax rate reflects the phase out of the tax benefit on export related income and a slower phase in of the domestic manufacturing deduction.  In addition, there was a slight increase in the Company’s effective state tax rate.

For purposes of computing net income per diluted share, weighted average shares outstanding increased by approximately 101,000 shares and 105,000 shares over last year’s second quarter and first six months.  The increases were largely due to options exercised and shares issued under the Company’s stock plans. 

Liquidity and Capital Resources:

During the first six months of fiscal 2007, operations provided approximately $10.5 million of cash.  Net income was $9.6 million and depreciation and amortization was $9.3 million.  Working capital increased by approximately $10.0 million, compared to $7.0 million in the same period last year, reflecting the increase in sales volume.  The change in working capital in the first half of fiscal 2007 includes a $5.8 million increase in inventories, of which $2.6 million was a growth in work in process.

Investment activities in the second quarter of fiscal 2007 used approximately $14.6 million of cash. Capital expenditures were approximately $11.8 million, primarily for the four-color press that was installed in December 2006 in the Kendallville, Indiana facility as well as a related bindery expansion. This press is identical to the presses installed in April 2004 and December 2005.  For the entire fiscal year, capital expenditures are expected to be approximately $25 to $28 million.  This amount includes completion of the current four-color expansion program at Kendallville as well as expansion of printing and binding

15




capacity in the religious book manufacturing operation in Philadelphia.  Prepublication costs in the specialty publishing segment were $2.8 million compared to $1.6 million in the first six months last year, primarily from the addition of Creative Homeowner.  For the full fiscal year, capitalized prepublication costs are projected to be approximately $5 million.

Financing activities for the first six months of fiscal 2007 provided approximately $3.9 million of cash.  Cash dividends were $4.5 million while borrowings increased by $7.0 million and proceeds from stock plans were $1.2 million, primarily from the exercise of stock options.  At March 31, 2007, the Company had $24.0 million in borrowings under its $100 million long-term revolving credit facility, which bears interest at a floating rate.  The revolving credit facility is used by the Company for both its long-term and short-term financing needs.  In November 2006, the Company increased the amount available under this facility to $100 million and extended the maturity date to March 2011.  The Company believes that its cash on hand, cash from operations and the available credit facility will be sufficient to meet its cash requirements through 2007.

The following table summarizes the Company’s contractual obligations and commitments at March 31, 2007 to make future payments as well as its existing commercial commitments.

 

 

 

(000’s Omitted)

 

 

 

 

 

Payments due by period (1)

 

 

 

 

 

Less than

 

1 to 3

 

4 to 5

 

After 5

 

Contractual Payments:

 

Total

 

1 Year

 

Years

 

Years

 

Years

 

Long-Term Debt (2)

 

$

24,353

 

$

88

 

$

140

 

$

24,125

 

$

 

Operating Leases (3)

 

10,432

 

3,103

 

3,727

 

2,056

 

1,546

 

Purchase Obligations (4)

 

8,623

 

8,623

 

 

 

 

Other Long-Term Liabilities

 

2,975

 

 

1,247

 

350

 

1,378

 

Total

 

$

46,383

 

$

11,814

 

$

5,114

 

$

26,531

 

$

2,924

 

 


(1) Amounts do not include interest expense.

(2) Includes the Company’s revolving credit facility.

(3) Represents amounts at September 30, 2006.

(4) Represents capital commitments.

New Accounting Pronouncements

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN No. 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes.”  FIN No. 48 applies to fiscal years beginning after December 15, 2006; the Company’s 2008 fiscal year.  In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS 158”), which will be effective at the end of the Company’s 2007 fiscal year.  The Company does not believe the adoption of either FIN No. 48 or SFAS 158 will have a material effect on its consolidated financial position, results of operations or cash flows.

Forward-Looking Information:

This Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended September 30, 2006 include forward-looking statements.  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 and shifting orders to lower cost regions, changes in market growth rates such as the housing market, changes in raw material costs and availability, pricing actions by

16




competitors and other competitive pressures in the markets in which the Company competes, consolidation among customers and competitors, success in the execution of acquisitions and the performance and integration of acquired businesses, changes in operating expenses including medical and energy costs, changes in technology including migration from paper-based books to digital, difficulties in the start up of new equipment or information technology systems, changes in copyright laws, changes in tax regulations, changes in the Company’s effective income tax rate, and general changes in economic conditions, including currency fluctuations and changes in interest rates.  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 30, 2006.

Item 4.                    CONTROLS AND PROCEDURES

(a)       Evaluation of disclosure controls and procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)       Changes in internal controls over financial reporting

There was no change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

17




PART II.  OTHER INFORMATION

Item 1.                                                           Legal Proceedings

None.

Item 1A.                                                  Risk Factors

There have been no material changes to the risk factors as previously disclosed in Item 1A in the Company’s Annual Report on Form 10-K for the year ended September 30, 2006.

Item 2.                                                           Unregistered Sales of Equity 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, 2007.  Following are the matters voted on at the meeting.

1) All nominees of the Board of Directors of the registrant were elected for a three-year term.  Votes were cast as follows: Arnold S. Lerner – 11,766,960 for and 89,223 withheld; Peter K. Markell – 11,807,828 for and 48,355 withheld, George Q. Nichols – 11,738,984 for and 117,199 withheld, and Ronald L. Skates – 11,799,357 for and 56,826 withheld.

2) Stockholders voted to ratify and approve the selection by the Audit and Finance Committee of the Board of Directors, of Deloitte & Touche LLP as independent public accountants for the Corporation for the fiscal year ending September 29, 2007.  Votes were cast as follows: 11,766,992 votes for, 76,695 votes against, and 12,496 votes abstained.

Item 5.                                                           Other Information

None.

Item 6.                                                           Exhibits

Exhibit No.

 

Description

 

 

 

10.1*

 

Amendment, dated March 14, 2007, to Courier Corporation Senior Executive Severance Program, as amended and restated on December 5, 2005.

31.1*

 

Certification of Chief Executive Officer

31.2*

 

Certification of Chief Financial Officer

32.1*

 

Certification of Chief Executive Officer

32.2*

 

Certification of Chief Financial Officer

 


* Filed herewith.

18




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, 2007

 

By:

  s/James F. Conway III

 

Date

James F. Conway III

 

 

Chairman, President and

 

 

  Chief Executive Officer

 

 

 

 

 

 

 

 May 9, 2007

 

By:

  s/Peter M. Folger

 

 

Date

Peter M. Folger

 

 

Senior Vice President and

 

 

  Chief Financial Officer

 

 

 

 

 

 

 

 May 9, 2007

 

By:

  s/Kathleen M. Leon

 

 

Date

Kathleen M. Leon

 

 

Controller and

 

 

  Chief Accounting Officer

 

 

19




EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

10.1*

 

Amendment, dated March 14, 2007, to Courier Corporation Senior Executive Severance Program, as amended and restated on December 5, 2005.

31.1*

 

Certification of Chief Executive Officer

31.2*

 

Certification of Chief Financial Officer

32.1*

 

Certification of Chief Executive Officer

32.2*

 

Certification of Chief Financial Officer

 


* Filed herewith.



EX-10.1 2 a07-13646_1ex10d1.htm EX-10.1

Exhibit 10.1

AMENDMENT
TO
COURIER CORPORATION
SENIOR EXECUTIVE SEVERANCE PROGRAM
AS AMENDED AND RESTATED DECEMBER 5, 2005

A.                                   Pursuant to the powers and procedures for amendment of the Courier Corporation Senior Executive Severance Program, as Amended and Restated December 5, 2005, (the “Program”), described in Section 11 of the Program, the Board of Directors of Courier Corporation (the “Company”) hereby further amends the Program as follows:

1.                                       Section 6(a) is hereby amended by adding the following name and factor as the fifth name and factor listed in the chart thereof:

“R. Balakrishna      3.0”

B.                                     Except as amended herein, the Program is confirmed in all other respects.

C.                                     The effective date of this Amendment is March 14, 2007.

IN WITNESS WHEREOF, the Board has caused this Amendment to the Program to be duly executed on this 14th day of March, 2007.

 

COURIER CORPORATION

 

 

 

 

 

By:

 

s/Robert P. Story, Jr.

 



EX-31.1 3 a07-13646_1ex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION

I, James F. Conway III, certify that:

1.               I have reviewed this quarterly report on Form 10-Q of Courier Corporation;

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)             designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)              evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)             disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  May 9, 2007

 

 

By:

s/James F. Conway III

 

   Date

 

James F. Conway III

 

 

Chairman, President and Chief Executive Officer

 



EX-31.2 4 a07-13646_1ex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION

I, Peter M. Folger, certify that:

1.               I have reviewed this quarterly report on Form 10-Q of Courier Corporation;

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)             designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)              evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)             disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

May 9, 2007

 

By:

  s/Peter M. Folger

 

 

 

Date

 

Peter M. Folger

 

 

 

 

Senior Vice President and Chief Financial Officer

 



EX-32.1 5 a07-13646_1ex32d1.htm EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Courier Corporation (the “Company”) hereby certifies that the Company’s quarterly report on Form 10-Q for the period ended March 31, 2007 to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

May 9, 2007

 

By:

s/James F. Conway III

 

Date

James F. Conway III

 

Chairman, President and

 

Chief Executive Officer

 

 

This certification shall not be deemed “filed” for any purpose, nor shall it be deemed to be incorporated by reference into any filing, under the Securities Act of 1933 or the Securities Exchange Act of 1934.



EX-32.2 6 a07-13646_1ex32d2.htm EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Courier Corporation (the “Company”) hereby certifies that the Company’s quarterly report on Form 10-Q for the period ended March 31, 2007 to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

May 9, 2007

 

By:

s/Peter M. Folger

 

Date

Peter M. Folger

 

Senior Vice President and

 

Chief Financial Officer

 

 

This certification shall not be deemed “filed” for any purpose, nor shall it be deemed to be incorporated by reference into any filing, under the Securities Act of 1933 or the Securities Exchange Act of 1934.



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