Business: Courier Corporation ("Courier" or the "Company") helps organizations manage the process of creating and distributing intellectual properties. Courier's book manufacturing business offers services from preparation, production, media replication, kitting and packaging through storage and distribution for education, religious and consumer book publishers. Courier also operates businesses which respond to the need for greater choice in education, providing Internet-based solutions for custom coursepacks, as well as direct marketing of educational materials to families engaged in educating children at home.

Principles of Consolidation: The consolidated financial statements, prepared on a fiscal year basis, include the accounts of Courier Corporation and its subsidiaries after elimination of all significant intercompany transactions. Such financial statements have been prepared in conformity with generally accepted accounting principles which require the use of certain estimates and assumptions. Certain amounts for fiscal years 1998 and 1997 have been reclassified in the accompanying financial statements in order to conform with the current year's presentation.

Financial Instruments: Financial instruments consist primarily of cash, accounts receivable, accounts payable and debt obligations. The Company classifies as cash and cash equivalents amounts on deposit in banks and cash invested temporarily in various instruments with maturities of three months or less at time of purchase. The Company estimates the fair value of financial instruments based on interest rates available to the Company and by comparison to quoted market prices. At September 25, 1999 and September 26, 1998, the fair market value of the Company's financial instruments approximated their carrying values.

Property, Plant and Equipment:  Property, plant and equipment are recorded at cost, including interest on funds borrowed to finance the acquisition or construction of major capital additions. No interest was capitalized in fiscal years 1999 and 1998; approximately $34,000 was capitalized in fiscal 1997. The Company provides for depreciation of property, plant and equipment on a straight-line basis over periods ranging from 3 to 11 years, except for depreciation on buildings and improvements which is based on estimated useful lives ranging from 10 to 40 years.

Leasehold improvements and a favorable building lease are amortized on a straight-line basis over the shorter of their useful life or the term of the lease. Expenditures for maintenance and repairs are charged against income as incurred; betterments which increase the value or materially extend the life of the related assets are capitalized. When assets are sold or retired, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Goodwill: Goodwill arising from recent business acquisitions, which are discussed more fully in Note I, is being amortized using the straight-line method over periods ranging from 5 to 20 years. Amortization expense was approximately $597,000 for fiscal years 1999 and 1998, and approximately $97,000 for fiscal 1997. The Company continues to carry goodwill of approximately $1.2 million arising from the purchase of a company prior to October 31, 1970; such amount is not being amortized because management believes that the value has not diminished.

Income Taxes: Deferred income tax liabilities and assets are determined based upon the differences between the financial statement and tax bases of assets and liabilities, and are measured by applying enacted tax rates and laws for the taxable years in which these differences are expected to reverse.

Revenue Recognition: Revenue is recognized upon shipment of goods to customers or upon the transfer of ownership.

Use of Estimates: The process of preparing financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. Actual results may differ from these estimates.

Net Income per Share: Basic net income per share is based on the weighted average number of common shares outstanding each period. Diluted net income per share also includes potentially dilutive items such as options (see Note H).

Stock Split: In June 1998, the Company distributed a three-for-two stock split effected in the form of a 50% stock dividend. Per share amounts for periods prior to June 1998 presented in the accompanying consolidated financial statements have been restated to give effect to the stock split. In addition, related to this stock split, the Company converted 2,000,000 shares of treasury stock to authorized but unissued shares.

Treasury Stock: The Company has historically used treasury stock for stock options and grants and intends to continue to use treasury stock for such purposes.

New Accounting Pronouncements: Effective September 27, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." Comprehensive income and net income were the same for each of the three years ended September 25, 1999. The Financial Accounting Standards Board has issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (as amended by SFAS No. 137 in June 1999), which will be effective in the Company's fiscal year ending September 29, 2001. The Company is currently evaluating the impact, if any, that the adoption of this new standard will have on the consolidated financial statements.


Inventories are valued at the lower of cost or market using the last-in, first-out (LIFO) method for most inventories. Inventories as of September 25, 1999 and September 26, 1998 consisted of the following:


1999

1998

Raw materials
Work in process
Finished goods
Total
$ 2,945,000   $ 3,171,000
5,899,000   4,903,000
3,388,000   2,754,000

$12,232,000   $ 10,828,000


On a first-in, first-out (FIFO) basis, reported year-end inventories would have been higher by $5.5 million in fiscal 1999 and $5.3 million in fiscal 1998.

The statutory federal tax rate is 34%. The total provision differs from that computed using the statutory federal income tax rate for the following reasons:

1999   1998   1997 

Federal income taxes at statutory rate
State income taxes, net of federal income tax benefit
Export related income
Donation of real estate
Other
Total
$4,269,000    $ 3,997,000    $ 2,041,000 
397,000    428,000    189,000 
(499,000)   (310,000)   (288,000)
--    --    (300,000)
14,000    (85,000)   46,000 
$4,181,000    $ 4,030,000    $ 1,688,000 

 

The provision for income taxes consisted of the following:

1999   1998   1997
Currently payable:
      Federal
      State
 
Deferred:
     Federal
     State
 
Total
         
$3,972,000    $ 3,697,000    $ 2,040,000 
665,000    832,000    460,000 
4,637,000    4,529,000    2,500,000 
         
(392,000)   (315,000)   (638,000)
(64,000)   (184,000)   (174,000)
(456,000)   (499,000)   (812,000)
$4,181,000    $ 4,030,000    $ 1,688,000 

 

The following is a summary of the significant components of the Company's deferred tax assets and liabilities
as of September 25, 1999 and September 26, 1998:

1999

1998

Deferred tax assets:
     Vacation accrual not currently deductible
     Other accruals not currently deductible
     Non-deductible reserves
     Other
          Classified as current
Deferred compensation arrangements
Charitable contributions carryforward
Other
      Total deferred tax assets
Deferred tax liabilities:
      Accelerated depreciation
      
$  510,000   $ 444,000
238,000   375,000
1,138,000   881,000
29,000   58,000

1,915,000   1,758,000
1,019,000   1,058,000
--     74,000
133,000   75,000

$3,067,000   $2,965,000

     
$3,845,000   $ 4,199,000


Non-current deferred tax assets have been netted against non-current deferred tax liabilities for balance sheet classification purposes.

Long-term debt consisted of the following:

1999

1998

Obligation under industrial development bond arrangement
     at 3%, payable in monthly installments through May 2011
9.5% secured promissory note, payable in monthly installments
     through October 2001
Obligation under revolving bank credit facility
 
Less: Current maturities
Total
      
$ 972,000   $ 1,041,000
     
559,000   802,000
--    5,250,000

1,531,000   7,093,000
338,000   312,000

$ 1,193,000   $ 6,781,000


Scheduled aggregate principal payments of long-term debt are $338,000 in fiscal 2000, $366,000 in fiscal 2001, $76,000 in fiscal 2002, $78,000 in fiscal 2003, $80,000 in fiscal 2004 and $593,000 thereafter.

In July 1999, the Company amended its $30 million long-term revolving credit facility with State Street Bank and Trust Company and BankBoston, N.A. to add a third bank, KeyBank National Association. The amendment also extended the maturity date of the revolving credit facility to March 2002. Under this credit facility, the Company can borrow at a rate not to exceed the lesser of LIBOR plus 1.5% or the bank's money market rates. There were no borrowings under this facility at September 25, 1999. The Company has not had any short-term borrowings during the three fiscal years ended September 25, 1999.

The revolving credit facility contains restrictive covenants including provisions relating to the maintenance of working capital, the incurring of additional indebtedness and a quarterly test of EBITDA to debt service. It also provides for a commitment fee not to exceed 3/8% per annum on the unused portion. The industrial bond arrangement and the 9.5% promissory note provide for a lien on the assets acquired with the proceeds.



The Company is committed under various operating leases to make annual rental payments for certain buildings and equipment. Amounts charged against income under such leases approximated $3,553,000 in fiscal 1999, $2,872,000 in fiscal 1998 and $2,365,000 in fiscal 1997. As of September 25, 1999, minimum annual rental commitments under the Company's long-term operating leases are approximately $3,556,000 in fiscal 2000, $3,282,000 in fiscal 2001, $2,120,000 in fiscal 2002, $1,682,000 in fiscal 2003, $1,556,000 in fiscal 2004 and $3,024,000 in the aggregate thereafter.

In the ordinary course of business, the Company is subject to various legal proceedings and claims. The Company believes that the ultimate outcome of these matters will not have a material adverse effect on its consolidated financial statements.




Stock Option/Incentive Plans: The Courier Corporation 1993 Stock Incentive Plan, as amended and restated, replaced the expiring 1983 Stock Option Plan. In January 1999, stockholders approved an amendment to the plan which provided an increase in the number of shares available for the granting of stock options and stock grants under the plan by 100,000 shares to a total of 445,000 shares. Under the provisions of each plan, 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.

Directors' Option Plan: A 1989 plan, as amended in November 1993, allows members of the Company's Board of Directors to make an election to apply either 50% or 100% of their annual retainer fee, including the committee chair retainer, toward the annual grant of a stock option to be offered at a price per share $5 below the fair market value of the Company's common stock at the time the option is granted. Retainer fees for fiscal 1999 amounted to $16,000 per director; in addition, the two committee chair fees amounted to a total of $15,000 for fiscal 1999. In January 1999, the stockholders approved amendments to the plan increasing the number of shares available for issuance by the plan by 100,000 to a total of 250,000 shares and deleting the termination date, which would have been September 28, 1999.

The following is a summary of all option activity for these plans:

Stock Option/Incentive Plans

Directors' Option Plan
 
 
 
Outstanding at September 28, 1996
     Issued during period
     Exercised during period
     Canceled during period
     Expired during period
Outstanding at September 27, 1997
     Issued during period
     Exercised during period
     Canceled during period
Outstanding at September 26, 1998
     Issued during period
     Exercised during period
Outstanding at September 25, 1999
Exercisable at September 25, 1999
Available for future grants
 Shares   Average
Exercise
Price
   Shares   Average
Exercise
Price
 
362,778   $ 9.85   35,100   $ 8.77  
31,538   14.50   21,000   7.46  
(5,250 ) 6.38   (13,200 ) 7.40  
(2,250 ) 12.89   .--    --   
(15,450 ) 13.25   --    --   

371,366   $ 10.13   42,900   $ 8.69  
35,300   21.46   24,000   11.29  
(137,510 ) 8.69   (22,500 ) 9.43  
(3,599 ) 10.11   --    --   

265,557   $ 12.39   44,400   $ 9.72  
5,000   23.75   18,000   15.75  
(59,329 ) 10.63   (20,600 ) 10.47  

211,228   $13.15   41,800   $11.95  

160,925   $11.76   41,800   $11.95  
159,537    --    110,500   --   

 

The following table presents information with regard to all stock options outstanding at September 25, 1999:

Stock Option/Incentive Plans
Directors'
Option Plan

 
Range of Exercise Prices
Options outstanding
Weighted average exercise price of options outstanding
Weighted average remaining life
Options exercisable
Weighted average exercise price of options exercisable

  $ 8.83­ $ 14.17­ $ 22.83­  
$ 4.67 $ 13.17 $ 20.75 $ 27.25  

5,250 130,241 61,887 13,850  
$ 4.67 $ 10.37 $ 17.36 $ 23.64  
3.2 years 2.2 years 5.0 years 5.0 years  
5,250 118,978 33,747 2,950  
$ 4.67 $ 10.44 $ 16.48 $ 23.58  

$ 7.46­
$ 15.75

41,800
$ 11.95
3.1 years
41,800
$ 11.95

 

Stock Grant Plan: The Company established a stock grant plan in 1977 entitling key employees to receive shares of common stock of the Company. Shares granted are either fully vested or vest over periods up to 5 years. The maximum number of shares of common stock which may be awarded under the stock grant plan is 198,750 and no more than 33,750 shares may be awarded in any one fiscal year. The number of shares granted under the plan were 100 in fiscal 1999, 2,000 in fiscal 1998 and 3,000 in fiscal 1997. The related compensation expense, based on the amortization over the vesting period of the fair market value of the shares on the date granted, was $42,000 in fiscal 1999, $52,000 in fiscal 1998 and $22,000 in fiscal 1997. As of September 25, 1999, there were 4,828 shares available for future grants under the plan.

Employee Stock Purchase Plan: The Company's 1999 Employee Stock Purchase Plan (ESPP), approved by stockholders in January 1999 to replace the expiring 1989 ESPP, covers an aggregate of 100,000 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 beginning or end of the grant period. During fiscal 1999, 9,737 shares were issued under the plan at an average price of $17.23 per share. At September 25, 1999, an additional 90,263 shares were reserved for future issuances.

Stockholders' Rights Plan: In March 1999, the Board of Directors adopted a ten-year stockholders' rights plan, replacing a plan which expired in October 1998. Under the plan, the Company's stockholders of record at March 19, 1999 received rights to purchase one one-thousandth of a share of preferred stock for each share of common stock held on that date. The rights are not exercisable, or transferable apart from the common stock, until certain events occur.

Pro forma Disclosures: The Company accounts for its stock plans under APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Had compensation cost for grants under the ESPP and for stock options granted after 1995 been determined under the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income would have been $8,026,000, or $2.42 per diluted share, for fiscal 1999; $7,511,000, or $2.31 per diluted share, for fiscal 1998; and $4,230,000, or $1.38 per diluted share, for fiscal 1997. The pro forma effect on net income and net income per diluted share for fiscal 1999, fiscal 1998 and fiscal 1997 is not representative of the pro forma effect on net income in future years, because it does not take into consideration pro forma compensation expense related to options granted prior to fiscal 1996.

For purposes of pro forma disclosures, the fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The following key assumptions were used to value grants issued:

 

1999

1998

1997
Risk-free interest rate
Expected volatility
Expected dividend yields
Estimated life for grants under:
     1993 Stock Incentive Plan
     Directors' Option Plan
     Employee Stock Purchase Plan

6.3%

4.9%

6.2%

42%

35%

34%

1.7%

2.0%

2.3%

7 years

7 years

7 years

5 years

5 years

5 years

6 months

6 months

6 months

 

Using the Black-Scholes model, following is a summary of the weighted average fair value per share of options granted during each of the past three fiscal years:

 

1993 Stock Incentive Plan

Directors' Option Plan
On grant date:
Exercise price was equal to stock price
Exercise price was in excess of stock price
Exercise price was less than stock price

1999  1998  1997  1999 1998 1997
$10.76 $7.74 $5.29  --  --  --
 -- $5.98 $4.16  --  --  --
 --  --  -- $9.31 $5.79 $3.73




The Company and its consolidated subsidiaries maintain various retirement plans covering substantially all of its employees. Retirement costs of multi-employer union plans consist of defined contributions determined in accordance with the respective collective bargaining agreements. Retirement benefits for non-union employees are provided through the Courier Profit Sharing and Savings Plan, which includes an Employee Stock Ownership Plan (ESOP). Retirement costs amounted to $2,330,000 in fiscal 1999, $2,202,000 in fiscal 1998 and $1,730,000 in fiscal 1997.

The Profit Sharing and Savings Plan is qualified under Section 401(k) of the Internal Revenue Code. The plan allows eligible employees to contribute up to 16% of their compensation, with the Company matching 25% of the first 6% of employee contributions. The Company also makes contributions to the plan annually based on profits each year for the benefit of all eligible non-union employees.

Shares of Company common stock may be allocated to participants' ESOP accounts annually based on their compensation as defined in the plan. During fiscal years 1999, 1998 and 1997, no such shares were allocated to eligible participants. At September 25, 1999, the ESOP held 177,741 shares on behalf of the participants.



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.

 

1999

1998

1997

Average shares outstanding for basic
Effect of potentially dilutive shares
Average shares outstanding for dilutive
3,204,000 3,100,000 3,007,000
115,000 154,000 60,000
3,319,000 3,254,000 3,067,000



On July 21, 1997, the Company acquired all of the outstanding capital stock of Book-mart Press, Inc. ("Book-mart"), a North Bergen, New Jersey book manufacturer specializing in short to medium runs of softcover and hardcover books. The Company paid approximately $12.7 million in cash to the former stockholders of Book-mart for their shares of capital stock. At the time of the closing, Book-mart had approximately $2.3 million of outstanding bank indebtedness which was subsequently paid in full. In connection with the acquisition, 16,667 shares of Courier common stock (based upon a valuation of $12 per share) were issued to two key executives of Book-mart for non-compete agreements.

In addition, one of such executives was issued 25,000 shares (subject to a four-year vesting schedule) in connection with an employment agreement. The acquisition was accounted for as a purchase and, accordingly, Book-mart's results of operations have been included in the consolidated financial statements from July 21, 1997 forward. The excess of the purchase price over the fair value of net assets acquired amounted to approximately $10 million, which has been accounted for as goodwill and is being amortized on a straight-line basis over twenty years. Book-mart leases its office and plant facility from a corporation owned by two of the former stockholders of Book-mart, one of whom remains as a key executive of Book-mart. The lease agreement requires annual payments of approximately $216,000 and the initial term expires five years from the date of acquisition.

On September 30, 1997, the Company purchased The Home School Books & Supplies ("The Home School"), based in Arlington, Washington. The Home School is a direct marketer of educational materials to families engaged in educating children at home. The purchase price was approximately $0.5 million.



Other income (expense) as reported in the accompanying consolidated income statements consisted of gains or losses from the sale or donation of real estate. In June 1998, the Company completed the sale of a former manufacturing facility in Philadelphia which had been vacant. During fiscal 1997, the Company had consolidated its operations in Philadelphia from this older, multistory facility to a recently expanded, more efficient manufacturing facility also in Philadelphia. The selling price of the property was $4.6 million, resulting in a pretax gain of approximately $2.0 million. The after-tax gain of approximately $1.1 million, or $.34 per diluted share, generated approximately $3.2 million of cash after taxes.

In September 1996, the Company relocated its corporate headquarters into an existing facility in North Chelmsford, Massachusetts. In August 1997, the Company finalized the donation of its former corporate headquarters in Lowell, Massachusetts. The donation had no impact on 1997 net earnings as a pretax loss of approximately $300,000 was offset by a comparable tax benefit.

The Company's Raymond, New Hampshire facility, which had been leased through June 1996, is now vacant pending sale or lease and is included in the September 25, 1999 balance sheet as "Real estate held for sale or lease, net." Management does not believe that there is any material impairment of this or any other asset of the Company as measured in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."



The Company operates in one primary business segment, book manufacturing, with a second smaller business segment in customized education. The Company has aggregated its book manufacturing business into one segment because of strong similarities in the economic characteristics, the nature of products and services, production processes, class of customer and distribution methods used. The book manufacturing segment offers services from preparation, production, media replication, kitting and packaging through storage and distribution for education, religious and consumer book publishers. The customized education segment responds to the demand for increased choice in the way educational information is received and used. Operations include The Home School, a direct marketer of educational materials to families engaged in home-based learning, and Copyright Management Services, a provider of customized college coursepacks.

The accounting policies of the segments are the same as those described in Note A. Intersegment sales are not significant. In evaluating segment performance, management primarily focuses on income or loss before taxes and non-operating items such as gains or losses from asset disposals as disclosed in the following table. Corporate expenses which are allocated to the segments include various support functions such as information technology services, finance, human resources and engineering, and includes depreciation and amortization expense related to corporate assets. The corresponding corporate asset balances are not allocated to the segments. Unallocated corporate assets consist primarily of cash and cash equivalents, fixed assets and intangibles used by the corporate support functions.

The following table provides segment information as required under SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which the Company adopted in fiscal 1999.

Book
Manufacturing
Customized
Education
Unallocated Total
Company

Fiscal 1999
Net sales
Earnings (loss) before income taxes
Assets
Depreciation and amortization
Capital expenditures
Interest expense
Fiscal 1998
Net sales
Earnings (loss) before income taxes
Assets
Depreciation and amortization
Capital expenditures
Interest expense
Fiscal 1997
Net sales
Earnings (loss) before income taxes
Assets
Depreciation and amortization
Capital expenditures
Interest expense

 

$161,186,000 $ 2,805,000   --    $163,991,000
15,155,000 (2,598,000 ) --    12,557,000
73,606,000 1,218,000   $ 16,688,000   91,512,000
7,988,000 294,000   --     8,282,000
3,848,000 107,000   1,044,000   4,999,000
445,000 79,000   --     524,000

 

$149,546,000 $ 2,045,000   --    $151,591,000
12,769,000 (3,057,000 ) $ 2,043,000   11,755,000
71,735,000 1,817,000   14,078,000   87,630,000
8,328,000 213,000   --    8,541,000
3,239,000 307,000   601,000   4,147,000
1,221,000 82,000   --    1,303,000

 

$130,973,000 $ 460,000   --    $131,433,000
7,866,000 (1,556,000 ) $ (306,000 ) 6,004,000
73,061,000 640,000   15,942,000   89,643,000
7,165,000 72,000   --    7,237,000
4,961,000 269,000   1,502,000   6,732,000
857,000 10,000   --     867,000

 

Export sales as a percentage of consolidated sales were approximately 18% in fiscal 1999, 17% in fiscal 1998 and 18% in fiscal 1997. Sales to the Company's largest customer amounted to approximately 27% of consolidated sales in fiscal 1999, 26% in fiscal 1998 and 28% in fiscal 1997. In addition, sales to another customer amounted to 15% of consolidated sales in fiscal 1999, 12% in fiscal 1998 and 11% in fiscal 1997. No other customer accounted for more than 10% of consolidated sales. Customers are granted credit on an unsecured basis.




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