Five-Year Summary of Selected Financial Data
Not Covered by Report of Independent Public Accountants
Dollars in thousands (except per share data) 2001 2000 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------
SUMMARY OF EARNINGS1
Net sales $1,457,935 $1,537,729 $1,315,278 $1,372,796 $1,202,483
Net earnings:
Before one-time charges2 57,497 58,743 54,510 52,940 51,423
After one-time charges 49,997 58,743 16,010 52,940 43,323
Diluted earnings per common share:
Before one-time charges2 2.31 2.35 2.01 1.80 1.71
After one-time charges 2.01 2.35 .59 1.80 1.44
Dividends paid per common share .61 .60 .56 .51 .47
FINANCIAL SUMMARY
Working capital3 148,805 194,064 178,471 174,596 187,942
Net plant and equipment 324,984 344,261 327,350 318,635 338,357
Total assets 788,046 854,524 773,344 769,966 781,216
Long-term debt, excluding current maturities 130,981 179,202 113,520 120,628 130,065
Interest expense 13,720 16,754 12,362 10,825 11,062
EBITDA4 183,787 190,537 171,582 164,407 155,151
Shareholders' investment 407,278 370,912 353,775 409,931 414,103
Book value per share of common stock5 16.47 15.10 13.70 14.51 13.90
- ----------------------------------------------------------------------------------------------------------------
1 All years comprised 52 weeks, except 1997, which comprised 53 weeks.
2 One-time charges consist of restructuring charges in 1997 and 1999, and the investment write-off in 2001.
3 Working capital is defined as current assets, excluding cash and cash equivalents, less current liabilities,
excluding short-term debt and current maturities.
4 EBITDA is defined as earnings from operations before depreciation, amortization and restructuring charges.
5 Book values per share of common stock are based on shares outstanding at year-end.
18 Banta Corporation
Management's Discussion & Analysis
OVERVIEW
Banta Corporation (the "Corporation" or "Banta") is a technology and market
leader in its two primary business segments, namely print and supply-chain
management. Banta provides a comprehensive combination of printing and digital
imaging solutions to leading publishers and direct marketers, including advanced
digital content management and e-business services. Banta's global supply-chain
management businesses provide a wide range of outsourcing capabilities to the
world's largest technology companies. Services range from component procurement,
product assembly and packaging to inventory control and global distribution. In
addition to its primary segments, the Corporation's healthcare business produces
and sources disposable products used in outpatient clinics, dental offices and
hospitals.
HIGHLIGHTS
Results for 2001 included the following:
o Consistent delivery of solid operating performance in a challenging
economic environment
o Maintenance of a strong cash position due to aggressive cost controls,
reduced capital expenditures and effective management of working capital
requirements
o Continued growth in sales and earnings within the supply-chain management
segment
o Improved operating performance within the print segment commercial markets
o Higher operating margins for the healthcare business due to successful
global sourcing and domestic manufacturing initiatives
Sales for 2001 were $1.46 billion, a 5% decrease from the prior-year sales of
$1.54 billion. Print segment sales for 2001 were approximately 8% below the
prior year. Lower sales within the print segment were primarily influenced by a
softer economy, which specifically impacted the educational book market and
publications market, and a reduction in paper prices of approximately 9%.
Of the 8% reduction in print segment sales for 2001, approximately one-third was
due to lower paper prices. The cost of paper is passed through to the customer
and variations in paper prices do not significantly impact the Corporation's
margin on print segment sales.
Lower sales within the print segment were partially offset by sales increase of
approximately 3% for the supply-chain management segment. This sales increase
was primarily due to the expansion of existing customer relationships in Europe
and Asia and the growing trend among many companies to outsource non-core
functions.
Despite the reduction in consolidated sales, gross profit as a percentage of
sales improved from 20.2% in 2000 to 20.4% in 2001. Contributing to this
improvement were changes in product mix, improved operating efficiencies and
aggressive cost control measures.
Consistent with the sales reduction, earnings from operations for 2001 were 5.6%
below the prior year. Net earnings of $57.5 million for 2001, before an
after-tax investment charge of $7.5 million, were 2% lower than the prior-year
earnings of $58.7 million. Diluted earnings per share for 2001 of $2.31, prior
to the investment charge, were slightly below the record high of $2.35 per share
for 2000.
In response to Xyan.com, Inc. ("Xyan.com") filing for bankruptcy in the first
quarter of 2001, the Corporation wrote-off the cost of its minority interest in
Xyan.com. This write-off resulted in a non-operating, non-cash charge of $12.5
million ($7.5 million or $0.30 per diluted share, after tax).
Aggressive cost controls implemented early in 2001 contributed to the solid
performance during the year. Planned capital expenditures were reduced by more
than $50 million due to an anticipated decrease in capacity requirements. The
actions to reduce costs were taken without jeopardizing the ability to respond
quickly to future growth opportunities. Manufacturing expenses were effectively
managed without significant layoffs while working capital requirements reached
the lowest level in recent history. These factors contributed to the strong cash
position at the end of 2001 and lower interest expense.
Despite the softening in the technology sector, supply-chain management sales
for 2001 of $346 million were 3% higher than the prior-year sales of $336
million. Earnings from operations as a percentage of sales ("operating margin")
improved from 6.2% in 2000 to 7.1% in 2001. This improvement in operating margin
was primarily due to a level cost structure during 2001 as compared with 2000.
Operating expenses in 2000 included one-time start-up costs at the Corporation's
European and Asian facilities that service Compaq Computer Corporation.
Through improved operational efficiencies, cost containment efforts and product
mix changes, the print segment's commercial operations were able to improve
profitability on a slight reduction in sales. Increased demand for one-to-one
marketing solutions created strong utilization of in-line imaging and
personalization systems within the direct marketing business.
2001 Annual Report 19
Operating margins in the book market were lower due to the weakening activity in
the educational sector and excess publisher inventories at the beginning of
2001, which impacted the first six months of 2001. Despite a full-year reduction
in page counts of approximately 10% within the publications market, the
Corporation increased market share by adding new customers and titles.
The Corporation's healthcare business continued to realize the benefits from the
prior year's successful global sourcing and domestic manufacturing initiatives,
reducing costs and providing lower-priced product options for customers. As a
result of these efforts, operating margins increased from 7.1% in 2000 to 9.3%
in 2001.
NET SALES
2001 compared with 2000
Print segment net sales of $1.0 billion for 2001 were $91 million, or 8.3%,
lower than the prior-year total of $1.1 billion. The decrease in print segment
net sales was primarily due to a softer economy and lower paper prices during
2001 compared to the prior year. For the full year, paper prices decreased on a
composite average approximately 9%. Paper prices are influenced by cyclical
advertising, economic activity and world pulp prices. As is customary in the
print markets, the customer generally absorbs fluctuations in paper prices.
Paper prices are estimated to remain stable during the first half of 2002 with
moderate increases expected toward the end of the year.
Net sales for the printing segment market classifications, as a percent of total
print segment sales, were as follows:
2001 2000 1999
- ---------------------------------------------------------
Books 33% 33% 29%
Direct Marketing 22 21 24
Catalogs 22 22 23
Magazines 19 19 17
Other 4 5 7
- ---------------------------------------------------------
100% 100% 100%
- ---------------------------------------------------------
Book market sales for 2001 were approximately 14% lower than the prior year due
in part to lower textbook adoption activity and the aforementioned reduction in
paper prices. In addition, expectations for additional federal and state funding
for education in 2001 did not materialize as projected, resulting in excess
publisher inventories and lower sales for the first half of 2001 compared to the
prior-year period. Fewer textbook adoptions during 2001 also resulted in a
reduction in educational component sales, which are influenced by the sales and
marketing activities to school systems during adoption periods.
Catalog market sales and sales for direct marketing materials were modestly
below the levels of the prior year primarily due to reduced paper prices.
Through a targeted sales effort to increase business with small- to mid-size
business and consumer catalog customers and maintain a high customer retention
rate, Banta partially offset the impact of business-to-business biennial
catalogs not being printed in 2001. Sales of direct marketing materials
benefited from increased demand for one-to-one marketing solutions, which
enhanced demand for the Corporation's inline imaging and personalization
services.
Sales in the magazine market decreased in 2001 due to paper price reductions, an
unusually high incidence of magazine attrition and a reduction in page counts
resulting from a weak advertising environment. On average, page counts for 2001
were approximately 10% lower than the prior year. In any given year, page count
levels tend to vary based on economic growth trends. Despite the high incidence
of magazine attrition and the operating environment within the magazine market,
the Corporation increased the number of magazines it prints to over 800 titles.
Supply-chain management segment sales were $346 million in 2001, an increase of
3% from 2000 sales. Expansion of existing customer relationships within European
and Asian facilities offset a softening of sales to technology customers in the
U.S.
Although full-year revenue for supply-chain management was slightly above the
prior year, fourth quarter 2001 sales, which were heavily influenced by lower
sales to Compaq and a weakening in the technology sector, were 21% below the
prior-year fourth quarter. Higher sales to Compaq during the fourth quarter 2000
were due to the inventory build requirements to support the start up of the
Corporation's European and Asian facilities.
Healthcare segment sales for 2001 of $103 million were slightly above the prior
year. The increase in healthcare sales was primarily due to volume increases for
medical and dental paper and film products, which more than offset reductions in
material costs and lower per unit prices for products sourced globally.
Corporate expectations for the full-year 2002 are for growth in sales, with
growth rates in the mid-single digits, reflective of expectations for a
gradually improving economy.
2000 compared with 1999
Print segment net sales of $1.1 billion for 2000 were $103 million, or 10.3%
higher than the $997 million in 1999. The increase in print segment net sales
was primarily due to strong market demand, market share growth and higher paper
prices during 2000 compared to the prior year.
Book market sales for 2000 were 30% higher than the prior year primarily due to
strong educational activity, the acquisition of Southeastern Color Graphics in
May 2000 and the aforementioned increase in paper prices. Sales to educational
customers increased due to a strong textbook adoption year and improved market
penetration. Sales in the magazine market increased in 2000 due to market share
growth and strong increases in page counts resulting from an aggressive
advertising environment.
20 Banta Corporation
Sales for direct marketing materials in 2000 were comparable to the prior year
while catalog market sales were slightly higher than the prior year primarily
due to higher paper prices and the business-to-business biennial catalog cycle.
Supply-chain management segment sales were $336 million in 2000, an increase of
57% from 1999 sales. This increase was primarily related to the successful start
up of operations to service the Compaq contract. Sales to Compaq in 1999 were
modest. The Corporation also gained new opportunities with other major
technology companies, which included the continued expansion into Mexico to
service additional customers.
Healthcare segment sales for 2000 of $102 million were slightly below the prior
year. Several product lines were moved off-shore to Mexico and Asia, which
caused interruption to customers' supply-chains.
EARNINGS FROM OPERATIONS
2001 compared with 2000
Consolidated earnings from operations for 2001 decreased 5.6% to $108.4 million
compared with the prior year's $114.8 million. Both the supply-chain management
segment and healthcare business recorded double-digit percentage increases in
earnings while the print segment was below the prior year.
Consolidated operating margins of 7.4% for 2001 were comparable with the
prior-year operating margins. Gross margins increased from 20.2% in 2000 to
20.4% in 2001 primarily due to changes in product mix, improved operating
efficiencies and aggressive cost control measures. The improvement in gross
margins was offset in part by fixed operating costs increasing as a percentage
of net sales due to the decline in overall net sales.
Print segment earnings from operations for 2001 were $93.8 million, 11.7% lower
than the prior year's $106.2 million. Operating margins for the print segment
were 9.3% for 2001 compared to 9.7% for 2000. The reductions in earnings and
operating margins were primarily the result of the lower sales volume within the
educational and magazine markets. Lower equipment utilization within these
markets was partially offset by improved utilization of in-line imaging
equipment within the direct marketing business and improved operational
efficiencies within the consumer catalog business. The Corporation also
aggressively managed costs by balancing facility staffing with plant utilization
requirements.
Earnings from operations for the supply-chain management segment increased to
$24.7 million in 2001 compared with $20.7 million in 2000 and operating margins
increased to 7.1% compared with 6.2% in the prior year. These improvements were
primarily due to a level cost structure during 2001 as compared with 2000.
Operating expenses in 2000 included one-time start-up costs at Banta's European
and Asian Compaq service facilities.
Healthcare earnings from operations for 2001 were $9.5 million compared with the
prior year's $7.2 million. Operating margins for 2001 were 9.3% compared with
7.1% for 2000. The 2001 operating margins were positively impacted by the
domestic manufacturing and global sourcing initiatives undertaken in 2000, which
included establishing a management office in Hong Kong and forming supply
relationships in Asia and Mexico. The earnings from operations in 2000 were
lower as a result of the start-up costs associated with these initiatives.
2000 compared with 1999
Consolidated earnings from operations for 2000 increased 11% to $114.8 million
compared with the prior year's $103.4 million, before consideration of the 1999
restructuring charge. All earnings from operations and operating margins for
1999 discussed below are before the restructuring charge incurred in that year.
Both the print and supply-chain management segments recorded double-digit
increases in income during 2000 while the healthcare business was below the
prior year.
Consolidated operating margins of 7.5% for 2000 were slightly lower than the
prior-year operating margins of 7.9%, primarily due to increased selling and
administrative costs, product mix and reduced operating results from the
healthcare segment. Higher sales volume from supply-chain management, which
generally has a lower gross margin percentage because of the high material
content, also contributed to the overall lower margin.
Earnings from operations for 1999 included a second quarter restructuring charge
of $55.0 million ($38.5 million or $1.40 per diluted share, after tax). The
restructuring initiatives primarily involved the Corporation's print segment and
included three facility closings and the elimination of certain underperforming
business assets. At December 29, 2001, the remaining restructuring reserve was
$5.5 million. With the exception of continued lease payments for certain of the
closed facilities, all restructuring actions were substantially completed in
2000.
Print segment earnings from operations for 2000 increased to $106.2 million,
13.7% higher than the prior year's $93.4 million. Segment earnings growth
reflected the increased sales volume within the educational and magazine
markets, efficiency improvements, cost-control initiatives within the commercial
print markets and a full year benefit from the 1999 restructuring.
Operating margins for the print segment increased to 9.7% for 2000 from 9.4% for
the prior year. In addition to the aforementioned improvements in earnings from
operations, operating margins increased due to better utilization within most
print markets and the product mix within the commercial markets. The segment's
operating margins were negatively impacted by higher material and energy costs
and additional investments in digital technologies.
2001 Annual Report 21
Earnings from operations for the supply-chain management segment doubled during
2000 to $20.7 million, and operating margins increased from 4.8% in 1999 to 6.2%
in 2000. These increases were primarily due to the substantial volume from the
Compaq project at the Houston facility for three quarters of the year and the
successful start up of the European and Asian facilities that service the Compaq
contract. Strong volume increases at several of the other European and U.S.
facilities also contributed to the significant gains.
Healthcare segment earnings from operations for 2000 were $7.2 million compared
with the prior year's $15.0 million. Operating margins for 2000 were 7.1%
compared with 14.3% for 1999. The reduction in earnings and operating margins
was attributed to lower sales volume from industry consolidation, substantial
start-up costs associated with foreign sourcing initiatives of selected
non-paper products and higher raw material prices, which could not be passed on
to customers due to competitive pricing and timing of contractual arrangements.
INVESTMENT WRITE-OFF
Xyan.com filed for Chapter 11 bankruptcy on March 31, 2001, as a result of the
inability to obtain additional financing for its continued operation, coupled
with the unfavorable operating results due to the economic downturn in its
markets. In response to Xyan.com's filing for bankruptcy, the Corporation
wrote-off the cost of its minority interest in Xyan.com in March 2001. This
write-off resulted in a non-operating, non-cash charge of $12.5 million ($7.5
million or $.30 per diluted share, after tax).
INTEREST EXPENSE AND OTHER EXPENSE
Interest expense of $13.7 million in 2001 was $3.1 million lower than the prior
year interest expense of $16.8 million. This decrease was due to reduced debt
levels and lower interest rates. Through effectively managing working capital
related to receivables and inventory, and reducing capital expenditures, the
Corporation eliminated all commerical paper borrowings at the end of 2001.
Average commercial paper borrowings during 2001 were $21.3 million compared with
$75.8 million in the prior year. The weighted-average interest rates on such
borrowings during 2001 and 2000 were 5.2% and 6.6%, respectively.
Interest expense increased from $12.4 million in 1999 to $16.8 million in 2000.
The increase in interest expense during 2000 was primarily due to higher
interest rates and increased debt levels to support the Corporation's common
stock repurchase program, capital expenditures and higher working capital needs
during 2000.
Other expense for 2001 was approximately $1.4 million lower than the prior year
due to interest income on cash balances and other miscellaneous income. Other
expense for 2000 of $1.4 million was comparable to 1999.
PROVISION FOR INCOME TAXES
Effective income tax rates were 39.2%, 39.2%
and 53.7% in 2001, 2000 and 1999, respectively. The higher effective tax rate in
1999 was primarily due to nondeductible charges taken in conjunction with the
1999 restructuring. Without giving effect to the restructuring charge, the
effective income tax rate for 1999 was 39.2%. The effective income tax rate for
2002 is expected to approximate 39.4%.
NET INCOME
The Corporation's net income for 2001 was $57.5 million, or $2.31 per diluted
share, before consideration of the write-off of the investment in Xyan.com. Net
income for 2001 before the write-off was slightly lower than the $58.7 million,
or $2.35 per diluted share for 2000, primarily due to the reduction in earnings
from operations, partially offset by lower interest expense. Net income for 2001
after giving effect to the Xyan.com write-off was $50.0 million, or $2.01 per
diluted share.
Expectations for the full-year 2002 are for growth in earnings, with growth
rates in the mid-single digits, reflective of expectations for a gradually
improving economy.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation has historically raised long-term debt financing by periodically
issuing unsecured promissory notes to institutional investors on a private
placement basis. No significant long-term borrowings were recorded in 2001 or
1999. During 2000, the Corporation issued $70 million of long-term debt at
interest rates ranging from 6.98% to 8.05%. The proceeds were used to repay a
portion of the Corporation's short-term debt. Of the $156.9 million of total
long-term debt at the end of 2001, including current maturities, $25.9 million
matures in 2002 with the remaining balance maturing through 2015.
The Corporation primarily raises short-term funds by selling commercial paper.
Such borrowings are supported by a credit facility with a total borrowing
capacity of $105 million. Average outstanding short-term borrowings during 2001,
2000 and 1999 were $21.3 million, $75.8 million and $49.8 million, respectively.
The decrease in 2001 was due to aggressively managing working capital
requirements and reducing planned capital expenditures by over $50 million. The
increases in 2000 resulted primarily from borrowings used to fund the repurchase
of shares of common stock at an aggregate cost of $24.0 million. At December 29,
2001, the Corporation had no short-term commercial paper borrowings outstanding.
Management believes the Corporation's liquidity continues to be strong and the
degree of leverage allows the Corporation to finance, at attractive borrowing
rates, its capital expenditures and other investment opportunities that may
arise.
22 Banta Corporation
During 2001, working capital, excluding cash and short-term debt, decreased
approximately $45 million. This improvement was primarily due to aggressive
management of working capital and lower sales volume for the print segment.
Year-end receivables were nearly 14% lower than the 2000 year-end level and
inventories were down $37 million, or 34%. Through aggressively managing the
asset base, the Corporation reached the lowest level in recent history of
material inventory days on hand.
During 2001, no shares of the Corporation's common stock were repurchased.
During 2000, the Corporation repurchased approximately 1.3 million shares of its
common stock at an aggregate cost of $24.0 million. The share repurchase
program, authorized by the Corporation's Board of Directors during 1998 and
expanded during 1999, has in excess of $80 million in authority remaining for
future share repurchases. Banta may continue its repurchase of shares in the
future pursuant to this authorization if market conditions warrant. Any future
stock repurchases will be funded by a combination of cash provided from
operations and short-term borrowings.
The Corporation's capital expenditures were approximately $50 million in 2001
compared to approximately $80 million in both 2000 and 1999. The Corporation is
committed to maintaining modern, efficient plants and to providing customers
with enhanced supply-chain management services and new printing and digital
imaging technologies. Though planned expenditures for 2001 were reduced by over
$50 million as a result of a decrease in anticipated capacity requirements, the
Corporation believes that this reduction and other cost-cutting initiatives will
not diminish its ability to respond to increasing demand as the economy
strengthens. Preliminary plans for 2002 are for capital expenditures to
approximate $70 million.
ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations," and No. 142, "Goodwill and Other Intangible
Assets." The statements eliminate the pooling-of-interests method of accounting
for business combinations and require goodwill to no longer be amortized but to
instead be tested for impairment at least annually. Amortization is required for
other intangible assets with determinable lives. SFAS No. 141 is effective for
business combinations initiated after June 30, 2001. The Corporation adopted
SFAS No. 142 on December 30, 2001. Goodwill amortization expense in 2001 was
approximately $3 million. The Corporation does not currently believe there will
be any significant impairment.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses accounting and reporting
for the impairment or disposal of long-lived assets, superseding SFAS No. 121.
The statement was effective for the Corporation in 2002, and did not have a
significant impact on its financial position or results of operations.
RISK MANAGEMENT
The Corporation is exposed to market risk from changes in interest rates and
foreign exchange rates. At December 29, 2001, the Corporation had no outstanding
borrowings against its lines of credit with banks and minimal floating rate
long-term debt. Since essentially all long-term debt is at fixed interest rates,
exposure to interest rate fluctuations is immaterial. Disclosure relating to the
fair value of long-term debt is included in Note 4 to the Consolidated Financial
Statements.
Portions of potential market risk associated with changes in foreign exchange
rates are considered in contractual arrangements with customers. The Corporation
also manages foreign currency exchange rate exposure by utilizing some natural
hedges to mitigate a portion of its transaction and commitment exposures, and
may utilize forward contracts in certain situations. Based on the Corporation's
overall foreign currency exchange rate exposure at December 29, 2001, a 10%
change in foreign currency exchange rates would not have had a material effect
on the Corporation's balance sheet, statement of earnings or cash flows.
FORWARD LOOKING STATEMENTS
The foregoing Management's Discussion and Analysis as well as other portions of
this Annual Report to Shareholders includes forward-looking statements.
Statements that describe future expectations, plans or strategies (including,
without limitation, earnings and performance projections) 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 are described on page 40
of this Annual Report to Shareholders.
2001 Annual Report 23
Consolidated Balance Sheets
December 29, 2001, and December 30, 2000
- --------------------------------------------------------------------------------------------------------------
Dollars in thousands 2001 2000
- --------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 65,976 $ 27,660
Receivables, less reserves of $7,084 and $8,105, respectively 215,505 249,200
Inventories 71,079 108,109
Prepaid expenses 4,898 5,636
Deferred income taxes 16,158 16,070
373,616 406,675
Plant and Equipment:
Land 9,075 9,075
Buildings and improvements 136,716 134,932
Machinery and equipment 762,734 732,236
- --------------------------------------------------------------------------------------------------------------
908,525 876,243
Less accumulated depreciation (583,541) (531,982)
- --------------------------------------------------------------------------------------------------------------
324,984 344,261
Other Assets 25,645 37,663
Goodwill 63,801 65,925
- --------------------------------------------------------------------------------------------------------------
$ 788,046 $ 854,524
- --------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt $ -- $ 46,863
Accounts payable 98,391 117,499
Accrued salaries and wages 32,218 43,235
Other accrued liabilities 28,226 24,217
Current maturities of long-term debt 25,915 8,505
- --------------------------------------------------------------------------------------------------------------
184,750 240,319
Non-current Liabilities:
Long-term debt 130,981 179,202
Deferred income taxes 21,080 24,106
Other non-current liabilities 43,957 39,985
- --------------------------------------------------------------------------------------------------------------
196,018 243,293
Shareholders' Investment:
Common stock - $.10 par value, authorized
75,000,000 shares; 27,874,263 and 27,711,028 shares issued, respectively 2,787 2,771
Amount in excess of par value of stock 3,366 43
Accumulated other comprehensive loss (10,914) (8,964)
Treasury stock, at cost (3,144,400 shares) (66,814) (66,814)
Retained earnings 478,853 443,876
- --------------------------------------------------------------------------------------------------------------
407,278 370,912
- --------------------------------------------------------------------------------------------------------------
$ 788,046 $ 854,524
- --------------------------------------------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an integral part of these balance sheets.
24 Banta Corporation
Consolidated Statements of Earnings
For the Periods Ended December 29, 2001, December 30, 2000, and January 1, 2000
- --------------------------------------------------------------------------------------------------------------
Dollars in thousands (except earnings per share) 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
Net sales $1,457,935 $1,537,729 $1,315,278
Cost of goods sold 1,159,822 1,227,254 1,048,916
- --------------------------------------------------------------------------------------------------------------
GROSS EARNINGS 298,113 310,475 266,362
Selling and administrative expenses 189,704 195,682 162,992
Restructuring charge -- -- 55,000
- --------------------------------------------------------------------------------------------------------------
EARNINGS FROM OPERATIONS 108,409 114,793 48,370
Interest expense (13,720) (16,754) (12,362)
Write-off of investment (12,500) -- --
Other income (expense), net 8 (1,396) (1,398)
- --------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 82,197 96,643 34,610
Provision for income taxes 32,200 37,900 18,600
- --------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 49,997 $ 58,743 $ 16,010
- --------------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE OF COMMON STOCK $ 2.03 $ 2.35 $ .59
- --------------------------------------------------------------------------------------------------------------
DILUTED EARNINGS PER SHARE OF COMMON STOCK $ 2.01 $ 2.35 $ .59
- --------------------------------------------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an integral part of these statements.
2001 Annual Report 25
Consolidated Statements of Cash Flows
For the Periods Ended December 29, 2001, December 30, 2000 and January 1, 2000
- --------------------------------------------------------------------------------------------------------------
Dollars in thousands 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 49,997 $ 58,743 $ 16,010
Adjustments to reconcile net earnings to net cash provided by
operating activities, net of acquisitions:
Depreciation and amortization 75,378 75,744 68,212
Deferred income taxes (3,114) 4,217 (8,541)
Restructuring charge -- -- 55,000
Restructuring charges paid (1,318) (5,153) (12,151)
Write-off of investment 12,500 -- --
Change in assets and liabilities, net of effects of acquisitions:
Decrease (increase) in receivables 33,170 (25,532) 14,253
Decrease (increase) in inventories 37,030 (19,191) (7,809)
Decrease in other current assets 738 1,424 813
(Decrease) increase in accounts payable and accrued liabilities (24,798) 37,352 (3,319)
(Increase) decrease in other non-current assets (2,374) 1,711 (875)
Other, net 1,434 (3,358) 3,990
- --------------------------------------------------------------------------------------------------------------
Cash provided by operating activities 178,643 125,957 125,583
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (50,169) (80,548) (83,952)
Proceeds from sale of plant and equipment 1,771 1,689 3,836
Cash used for acquisitions, net of cash acquired -- (11,547) (5,750)
Additions to long-term investments (2,574) (13,951) (13,220)
- --------------------------------------------------------------------------------------------------------------
Cash used for investing activities (50,972) (104,357) (99,086)
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term debt (payments) proceeds, net (46,863) (45,636) 52,359
Proceeds from issuance of long-term debt -- 70,000 --
Payments on long-term debt (30,811) (6,924) (6,904)
Proceeds from exercise of stock options 3,339 43 2,774
Dividends paid (15,020) (15,050) (15,317)
Repurchase of common stock -- (24,024) (58,342)
- --------------------------------------------------------------------------------------------------------------
Cash used for financing activities (89,355) (21,591) (25,430)
Net increase in cash and cash equivalents 38,316 9 1,067
Cash and cash equivalents at beginning of year 27,660 27,651 26,584
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 65,976 $ 27,660 $ 27,651
- --------------------------------------------------------------------------------------------------------------
Cash payments for:
Interest, net of amount capitalized $ 13,392 $ 16,583 $ 12,634
Income taxes 25,905 38,777 17,448
- --------------------------------------------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an integral part of these statements.
26 Banta Corporation
Consolidated Statements of Shareholders' Investment
For the Periods Ended December 29, 2001, December 30, 2000, and January 1, 2000
- ---------------------------------------------------------------------------------------------------------------------------
Amount in Accumulated
Common Stock Excess of Other Compre- Retained Treasury
Dollars in thousands Shares Issued Par Value Par Value hensive Loss Earnings Stock Total
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE,
JANUARY 2, 1999 28,260,957 $2,826 $ -- $(2,308) $409,413 $ -- $409,931
--------
Net earnings 16,010 16,010
Cumulative translation
adjustment (4,081) (4,081)
--------
Comprehensive income 11,929
Change in accounting principle 2,800 2,800
Cash dividends ($.56 per share) (15,317) (15,317)
Stock options exercised 137,246 14 2,760 2,774
Repurchase of common stock (689,100) (69) (2,760) (12,723) (15,552)
Treasury stock purchases (42,790) (42,790)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE,
JANUARY 1, 2000 27,709,103 2,771 -- (6,389) 400,183 (42,790) 353,775
--------
Net earnings 58,743 58,743
Cumulative translation
adjustment (2,575) (2,575)
--------
Comprehensive income 56,168
Cash dividends ($.60 per share) (15,050) (15,050)
Stock options exercised 1,925 43 43
Treasury stock purchases (24,024) (24,024)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE,
DECEMBER 30, 2000 27,711,028 2,771 43 (8,964) 443,876 (66,814) 370,912
--------
Net earnings 49,997 49,997
Cumulative translation
adjustment (1,950) (1,950)
--------
Comprehensive income 48,047
Cash dividends ($.61 per share) (15,020) (15,020)
Stock options exercised 163,235 16 3,323 3,339
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE,
DECEMBER 29, 2001 27,874,263 $2,787 $ 3,366 $(10,914) $478,853 $(66,814) $407,278
- ---------------------------------------------------------------------------------------------------------------------------
There are 300,000 shares of $10 par value preferred stock authorized, none of which is issued.
The accompanying notes to consolidated financial statements are an integral part of these statements.
2001 Annual Report 27
Notes to Consolidated Financial Statements
For the Periods Ended December 29, 2001, December 30, 2000, and January 1, 2000
>> 1
Summary of Accounting Policies
Significant accounting policies followed by the Banta Corporation (the
"Corporation" or "Banta") in maintaining financial records and preparing
financial statements are:
BUSINESS The Corporation provides a wide variety of print and
print-related services to publishers of educational and general books,
special-interest magazines, consumer and business catalogs, and direct marketing
materials. Banta also offers supply-chain management services, digital services
and single-use healthcare products. Customers, who are primarily located
throughout the United States and Europe, are granted credit on an unsecured
basis. No single customer accounted for more than 10% of consolidated sales
during 2001, 2000 or 1999.
YEAR-END The Corporation's operating year ends on the Saturday closest to
December 31. Operating years 2001, 2000 and 1999 ended on December 29, 2001,
December 30, 2000, and January 1, 2000, respectively, and comprised 52 weeks
each.
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the
accounts of the Corporation and its subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
RECOGNITION OF REVENUE The Corporation recognizes revenue at the time the
products are shipped, risk of loss transfers or as services are performed. Most
products are produced to customer specifications, therefore, the Corporation has
no material amounts of finished goods inventory.
In accordance with Emerging Issues Task Force Issue 00-10, the Corporation
recognizes as revenues shipping and handling fees billed to customers and the
corresponding cost is included in cost of sales for all years presented.
Foreign Currency Translation Financial statements of foreign subsidiaries are
translated into United States dollars in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 52. Foreign currency
transaction gains and losses were insignificant in 2001, 2000 and 1999.
EARNINGS PER SHARE OF COMMON STOCK Basic earnings per share of common stock is
computed by dividing net earnings by the weighted average number of common
shares outstanding during the period. Diluted earnings per share of common stock
is computed by dividing net earnings by the weighted average number of common
shares and common
equivalent shares, which relate entirely to the assumed exercise of stock
options. Average common shares for computation of basic earnings per share were
24,659,129; 24,955,750; and 27,153,280 in 2001, 2000 and 1999, respectively.
Average common and common equivalent shares for computation of diluted earnings
per share were 24,857,239; 24,980,228; and 27,177,205, in 2001, 2000 and 1999,
respectively.
The shares outstanding used to compute diluted earnings per share for 2001, 2000
and 1999 excluded outstanding options to purchase 268,883; 1,863,037; and
1,391,777 shares of common stock, respectively, with weighted-average exercise
prices of $26.64, $24.75 and $26.20, respectively. The options were excluded
because their exercise prices were greater than the average market price of the
common shares and their inclusion in the computation would have been
antidilutive.
CAPITALIZED INTEREST The Corporation capitalizes interest on major building and
equipment installations and depreciates the amount over the lives of the related
assets. The total interest incurred was $15,386,000 in 2001, $17,919,000 in
2000, and $13,100,000 in 1999 of which $1,666,000, $1,165,000 and $738,000 was
capitalized in 2001, 2000 and 1999, respectively.
CASH AND CASH EQUIVALENTS Short-term investments, with maturities of less than
90 days at the date of purchase, are considered cash equivalents for purposes of
the accompanying consolidated balance sheets and statements of cash flows. These
investments are stated at cost which approximates market.
INVENTORIES The Corporation's inventories are stated at the lower of cost or
market using the first-in, first-out (FIFO) method. Inventories include
material, labor and manufacturing overhead.
Inventory amounts at December 29, 2001, and December 30, 2000, were as follows:
- -------------------------------------------------------------------
Dollars in thousands 2001 2000
- -------------------------------------------------------------------
Raw materials and supplies $38,432 $ 58,513
Work-in-process and finished goods 32,647 49,596
------- --------
Net inventories $71,079 $108,109
- -------------------------------------------------------------------
28 Banta Corporation
SOFTWARE DEVELOPMENT Costs incurred in the development of new products, prior to
establishing technological feasibility, are charged to expense as incurred. SFAS
No. 86 requires capitalization of certain software development costs subsequent
to the establishment of technological feasibility. Based upon the Corporation's
product development process, technological feasibility is established upon
completion of a detailed design. Capitalized software costs are amortized on a
product-by-product basis over a period of five years, depending on the estimated
useful life of the software. The unamortized balance, as included in other
assets, was $11,058,000, and $11,494,000 at December 29, 2001 and December 30,
2000, respectively. Accumulated amortization of capitalized software costs was
$5,333,000 at December 29, 2001. The Corporation believes the capitalized
software development costs are realizable based on the projected undiscounted
earnings of the related product.
PLANT AND EQUIPMENT Plant and equipment (including major renewals and
betterments) are carried at cost and depreciated over the estimated useful life
of the assets. Substantially all depreciation is computed using the
straight-line method for financial reporting purposes. Accelerated depreciation
methods are used for tax purposes. Leasehold improvements are generally
amortized over the term of the leases on a straight-line basis. The general
range of useful lives for financial reporting is 15 to 30 years for buildings
and improvements and 3 to 10 years for machinery and equipment.
INCOME TAXES Deferred tax liabilities and assets are determined based on the
difference between the book and the tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse.
GOODWILL Goodwill is amortized and charged against operations on a straight-line
method over periods of 20 to 25 years. The realizability of goodwill is
evaluated annually based upon the undiscounted cash flows of the businesses
acquired compared with the unamortized amount of goodwill. Accumulated
amortization of goodwill was $17,920,000, and $14,915,000 as of December 29,
2001, and December 30, 2000, respectively.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." Under the statement, goodwill will no
longer be amortized; however, it must be tested for impairment at least
annually. Amortization will continue to be recorded for other intangible assets
with determinable lives. The Corporation adopted the statement for 2002.
Goodwill amortization expense in 2001 was $3,005,000. The Corporation is in the
process of assessing the impairment provisions of SFAS No. 142. Such assessment
must be completed by the second quarter of 2002. The Corporation does not
currently believe there will be any significant impairment.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and related disclosures. Actual
results could differ from those estimates.
DERIVATIVE FINANCIAL INSTRUMENTS The Corporation enters into forward exchange
contracts to mitigate exposure related to receivables and payables denominated
in foreign currencies. Those foreign currency contracts are adjusted to their
fair market value with the gain or loss reflected in other income (expense) in
the accompanying consolidated statements of earnings. For each of the three
years presented, the gain or loss recognized on these contracts was not
material.
>> 2
Acquisitions and Investments
INVESTMENT IN XYAN.COM During 2000, the Corporation acquired a minority equity
interest of approximately 13% in Xyan.com Inc., ("Xyan.com") a start-up
Internet-enabled digital document solutions provider. In March 2001, Xyan.com
filed for bankruptcy under Chapter 11 as a result of the inability to obtain
additional financing for its continued operation, coupled with the unfavorable
operating results due to the economic downturn in its market. In response to
Xyan.com's filing for bankruptcy, the Corporation wrote-off the cost of its
minority interest in Xyan.com. This write-off resulted in a non-operating charge
of $12.5 million ($7.5 million or $.30 per diluted share, after tax).
OTHER ACQUISITIONS In May 2000, the Corporation acquired Southeastern Color
Graphics ("Southeastern") for approximately $11.5 million in cash plus the
assumption of approximately $8.0 million in debt. Southeastern focuses on
product niches that address the non-textbook print component requirements of
elementary and high school markets. The purchase price plus the liabilities
assumed exceeded the fair value of the tangible assets acquired by $6.3 million.
The acquisition was accounted for as a purchase.
In July 1999, the Corporation acquired a 50 percent equity interest in a newly
formed joint venture for approximately $5.8 million. The joint venture, Banta G.
Imagen S. de R.L. de C.V., based in Queretaro, Mexico, provides a variety of
products and services for the commercial print market. The equity method of
accounting is used to account for this investment.
Annual Report 29
>> 3
Short-Term Debt
The Corporation generally obtains short-term financing through the issuance of
commercial paper and borrowing against lines of credit with banks. At December
29, 2001, the Corporation had credit facilities totaling $113 million. Of this
total, $105 million represents credit facilities made available by three banks,
which can be used to support both commercial paper and unsecured borrowings. The
remaining $8 million is a secured credit facility denominated in Irish punts,
which is used to finance the Corporation's European operations. At December 29,
2001, the Corporation had no borrowings outstanding. At December 30, 2000, the
Corporation had notes payable outstanding aggregating $46.9 million against the
credit facilities, which consisted entirely of commercial paper with a weighted
average interest rate of 7.0%. The maximum outstanding borrowings during 2001
and 2000 were $55.2 million and $89.5 million, respectively. The average
outstanding borrowings during 2001 and 2000 were $21.3 million and $75.8
million, respectively. The weighted-average interest rates on such borrowings
during 2001 and 2000 were 5.2% and 6.6%, respectively.
>> 4
Long-Term Debt
Long-term debt, including amounts payable within one year,
consists of the following:
- --------------------------------------------------------------------------------
Dollars in thousands Maturities 2001 2000
- --------------------------------------------------------------------------------
Promissory Notes:
8.05% 2002-2005 $ 50,000 $ 50,000
7.45% 2001 -- 20,000
6.81% 2004-2010 35,000 35,000
7.62% 2002-2009 17,857 20,238
7.98% 2002-2010 20,238 22,619
9.53% 2002-2005 7,273 9,091
7.38% 2005-2015 15,000 15,000
Notes Payable and Capital Lease Obligations,
generally fixed rates of interest,
7.2% to 10.7% 2002-2008 5,750 6,112
Industrial Revenue Bonds:
Floating rates of interest, approximating
80% of the prime rate 2002-2015 3,800 6,150
Fixed rate of interest at 7.5% 2002 120 260
Other fixed rates of interest, 6.0% to 9.4% 2002-2005 1,858 3,237
- --------------------------------------------------------------------------------
156,896 187,707
Less current maturities (25,915) (8,505)
- --------------------------------------------------------------------------------
Long-term debt $130,981 $179,202
- --------------------------------------------------------------------------------
Maturities of long-term debt during the next five years are: 2002, $25,915,000;
2003, $19,492,000; 2004, $19,485,000; 2005, $25,735,000; and 2006, $11,414,000.
Industrial Revenue Bonds aggregating $920,000 are secured by certain real estate
and equipment.
The Promissory Note agreements contain various operating and financial
covenants. The more restrictive of these covenants require that working capital
be maintained at a minimum of $40,000,000, current assets be 150% of current
liabilities and consolidated tangible net worth be not less than $125,000,000.
Funded debt of up to 50% of the sum of consolidated tangible net worth and
consolidated funded debt may be incurred without prior consent of the
noteholders. The Corporation may incur short-term debt of up to 25% of
consolidated tangible net worth at any time and is required to be free of all
such obligations in excess of 12.5% of consolidated tangible net worth for 60
consecutive days each year. The agreements also contain limitations on leases
and ratable security on certain types of liens. The Corporation was in
compliance with all debt covenants at December 29, 2001.
One of the Promissory Note agreements contains covenants, which restrict the
payment of dividends. As of December 29, 2001, $100,596,000 of retained earnings
was available for the payment of dividends under the most restrictive of such
covenants.
Based on the borrowing rates currently available to the Corporation for loans
with similar terms and average maturities, the fair value of long-term debt as
of December 29, 2001, including current maturities, was estimated by management
to be $176,047,000.
30 Banta Corporation
>> 5
Stock Option Plans
At December 29, 2001, the Corporation had options outstanding or available for
grant under two stock option plans -- the 1995 Equity Incentive Plan and the
1991 Stock Option Plan. Under the plans, options to purchase common stock are
granted to officers and key employees at prices not less than the fair market
value of the common stock on the date of the grant. Options granted under the
1991 plan may be exercised up to five years after the date of the grant. Options
granted under the 1995 plan may be exercised up to ten years from the date of
the grant. At December 29, 2001, 2,177,799 shares of the Corporation's common
stock were reserved for future option grants.
The plans permit participants to use option shares for the purpose of offsetting
income tax liabilities incurred upon the exercise of stock options and allow for
grants of either Incentive Stock Options or Nonstatutory Stock Options. The
plans include provisions that authorize options to be granted to non-employee
Directors.
The following table summarizes activity under the stock option plans:
Weighted
Options Price Range Average Price
- --------------------------------------------------------------------------------
OUTSTANDING AT
JANUARY 2, 1999 1,945,370 $20 - $31 $25
Granted 691,000 19 - 24 23
Exercised (277,855) 21 - 24 21
Canceled or expired (217,531) 20 - 31 26
- --------------------------------------------------------------------------------
OUTSTANDING AT
JANUARY 1, 2000 2,140,984 19 - 31 25
Granted 573,500 18 - 22 20
Exercised (2,000) 21 - 21 21
Canceled or expired (327,616) 21 - 28 26
- --------------------------------------------------------------------------------
OUTSTANDING AT
DECEMBER 30, 2000 2,384,868 18 - 31 23
Granted 775,500 26 - 28 28
Exercised (278,523) 18 - 28 23
Canceled or expired (75,668) 18 - 31 24
- --------------------------------------------------------------------------------
OUTSTANDING AT
DECEMBER 29, 2001 2,806,177 $18 - $31 $25
- --------------------------------------------------------------------------------
Of the options outstanding at December 29, 2001, 1,506,378 were exercisable at
prices ranging from $18 to $31, and a weighted average of $24. The balance of
the options become exercisable at various times through 2004 at prices ranging
from $18 to $28, and a weighted average of $25.
During 2001, 2000 and 1999, 115,288; 75; and 140,609 shares, respectively, were
submitted to the Corporation in partial payment for stock option exercises and
to offset income tax liabilities. The Corporation canceled these shares.
The Corporation accounts for stock options pursuant to the provisions of APB
Opinion No. 25, which requires no compensation cost to be recognized when stock
options are granted at fair
value. If the Corporation had charged earnings for the compensation cost related
to its stock option grants determined consistent with SFAS No. 123, its net
earnings and earnings per share would have been reduced to the following pro
forma amounts:
Dollars in thousands,
except per share amounts 2001 2000 1999
- --------------------------------------------------------------------------------
Net Earnings:
As Reported $49,997 $58,743 $16,010
Pro Forma 47,691 56,485 14,123
Earnings per share of
common stock:
Basic: As Reported $2.03 $2.35 $0.59
Pro Forma 1.93 2.26 0.52
Diluted: As Reported 2.01 2.35 0.59
Pro Forma 1.92 2.26 0.52
- --------------------------------------------------------------------------------
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2001, 2000 and 1999, respectively: risk-free
interest rates of 5.2%, 5.9% and 5.9%; expected dividend yields of 2.3%, 2.9%
and 2.0%; expected lives of 6.0 years; expected volatility of 35%, 35% and 33%.
The weighted average fair value of the options granted in 2001, 2000 and 1999
was $6.77, $5.12 and $5.89, respectively.
>> 6
Operating Leases
The Corporation leases a variety of assets used in its operations including
manufacturing facilities, warehouses, office space, office equipment,
automobiles and trucks. Annual rentals amounted to $22,338,869, $18,733,000 and
$13,819,000 in 2001, 2000 and 1999, respectively. Minimum rental commitments for
the years 2002 through 2006 aggregate $18,465,000, $16,507,000, $13,896,000,
$9,905,000 and $7,816,000, respectively, and $28,496,000, thereafter.
2001 Annual Report 31
>> 7
Restructuring Charge
In the second quarter of 1999, the Corporation recorded a restructuring charge,
including related asset writedowns, of $55.0 million ($38.5 million, after tax).
The restructuring primarily involved the Corporation's print segment and
resulted in three facility closings and the elimination of certain
under-performing business assets. The restructuring also resulted in workforce
reductions of approximately 650 employees (350 employees at the three facilities
closed) and the writedown of certain long-lived assets, including goodwill.
With the exception of continued lease payments for certain of the closed
facilities, all restructuring actions were substantially completed in 2000.
Details of the restructuring charge are as follows (in thousands):
- ------------------------------------------------------------------------------------------------------------
Original
Restructuring Used in Used in Used in Year-End
Dollars in thousands Charge 1999 2000 2001 Balance
- ------------------------------------------------------------------------------------------------------------
Writedown of intangible assets, including goodwill $15,600 $(15,600) $ -- $ -- $ --
Writedown of tangible assets 15,300 (15,300) -- -- --
Lease termination payments 11,500 (2,764) (1,940) (1,318) 5,478
Employee severance and termination benefits 8,300 (6,588) (1,712) -- --
Other facility exit costs 4,300 (2,799) (1,501) -- --
- ------------------------------------------------------------------------------------------------------------
Total $55,000 $(43,051) $(5,153) $(1,318) $5,478
- ------------------------------------------------------------------------------------------------------------
>> 8
Employee Benefit Plans
The Corporation and its unions have several pension plans covering substantially
all employees. The plans are non-contributory and benefits are based on an
employee's years of service and earnings. The Corporation makes contributions to
the qualified plans each year, at least equal to the minimum required
contributions as defined by the Employee Retirement Income Security Act (ERISA)
of 1974. The Corporation also maintains a non-qualified supplemental retirement
plan, which is not funded.
The Corporation and its subsidiaries also provide non-contractual limited
healthcare benefits for certain retired employees. The program provides for
defined initial contributions by the Corporation toward the cost of
postretirement healthcare coverage. The balance of the cost is borne by the
retirees. The program provides that increases in the Corporation's contribution
toward coverage will not exceed 4% per year. Due to the terms of the
Corporation's postretirement healthcare program, assumed healthcare cost rate
trends do not affect the Corporation's costs.
Net periodic pension and postretirement benefit costs for the
Corporation-sponsored plans, were as follows:
Pension Benefits Other Benefits
- --------------------------------------------------------------------------------------------------------------
2001 2000 1999 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
Service cost-benefits earned during the year $ 6,042 $ 5,431 $ 5,794 $1,141 $ 990 $1,144
Interest cost on projected benefit obligation 7,349 6,897 6,442 1,032 879 855
Expected return on plan assets (10,814) (10,027) (9,015) -- -- --
Amortization of prior service cost 448 448 443 26 26 26
Amortization of transition obligation (asset) (346) (394) (394) 255 255 255
Amortization of net gain (1,014) (1,068) (96) -- (29) --
- --------------------------------------------------------------------------------------------------------------
Net pension and other benefits expense $ 1,665 $ 1,287 $ 3,174 $2,454 $2,121 $2,280
- --------------------------------------------------------------------------------------------------------------
32 Banta Corporation
Significant assumptions used in determining net pension and postretirement benefit expense for the Corporation's
plans are as follows:
Pension Benefits Other Benefits
- --------------------------------------------------------------------------------------------------------------
2001 2000 1999 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
Discount Rate 7.50% 7.75% 7.00% 7.50% 7.75% 7.00%
Expected rate of increase in compensation 4.0 4.0 4.0 -- -- --
Expected long-term rate of return on plan assets 9.5 9.5 9.5 -- -- --
- --------------------------------------------------------------------------------------------------------------
All of the Corporation's pension plans, except the supplemental retirement plan,
have assets in excess of the accumulated benefit obligation. The projected
benefit obligation and accumulated benefit obligation for the supplemental
retirement plan were $11,715,000 and $8,873,000 in 2001, respectively, and
$10,230,000 and $6,647,000 in 2000, respectively. Plan assets for the funded
plans include commingled funds, marketable equity securities and corporate and
government debt securities. The following table presents a reconciliation of the
funded status of the plans using an assumed discount rate of 7.25% at December
29, 2001 and 7.50% at December 30, 2000:
Pension Benefits Other Benefits
- --------------------------------------------------------------------------------------------------------------
Dollars in thousands 2001 2000 2001 2000
- --------------------------------------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $103,419 $ 91,724 $13,606 $12,553
Service cost 6,042 5,431 1,141 990
Interest cost 7,349 6,897 1,032 879
Change in assumptions 763 3,613 1,104 (454)
Participants' contributions -- -- 442 362
Plan amendments -- 81 -- --
Benefits paid (4,460) (4,327) (887) (724)
- --------------------------------------------------------------------------------------------------------------
113,113 103,419 16,438 13,606
- --------------------------------------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 116,528 115,192 -- --
Actual return on plan assets (3,072) 5,288 -- --
Employer contributions 358 375 445 362
Participants' contributions -- -- 442 362
Benefits paid (4,460) (4,327) (887) (724)
- --------------------------------------------------------------------------------------------------------------
109,354 116,528 -- --
- --------------------------------------------------------------------------------------------------------------
Plan assets less than (in excess of) benefit obligation 3,759 (13,109) 16,438 13,606
Unrecognized net gain 7,753 23,416 2 1,105
Unrecognized prior service cost (1,877) (2,325) (402) (428)
Unrecognized net asset (obligation) 207 553 (2,800) (3,055)
Adjustment required to recognize minimum liability 1,200 158 -- --
- --------------------------------------------------------------------------------------------------------------
Accrued pension cost (included in other non-current liabilities) $ 11,042 $ 8,693 $13,238 $11,228
- --------------------------------------------------------------------------------------------------------------
Intangible asset recognized in Consolidated Balance Sheets $ 1,200 $ 158 $ -- $ --
- --------------------------------------------------------------------------------------------------------------
Approximately 28% of the Corporation's non-salaried employees are covered by
multi-employer union-sponsored, collectively bargained defined benefit pension
plans. Pension expense includes $2,406,000, $2,406,000 and $2,628,000 in 2001,
2000 and 1999, respectively, attributable to the multi-employer plans. These
costs are determined in accordance with the provisions of negotiated labor
contacts.
The Corporation has established an Incentive Savings Plan (401k) for
substantially all of its non-bargaining unit employees. Employee contributions
are partially matched by the Corporation in accordance with criteria set forth
in the plan. Matching contributions charged to earnings for 2001, 2000 and 1999
were $2,779,000, $2,863,000 and $2,832,000, respectively.
2001 Annual Report 33
>> 9
Capital Stock
In April 1998 the Board of Directors authorized a program for the repurchase of
$60 million of common stock. This program was expanded in October 1998 for the
repurchase of an additional $50 million of common stock. During 1999, 2,572,400
shares were repurchased under this authority for an aggregate cost of
$58,342,000. In December 1999 this program was expanded for the repurchase of an
additional $100 million of common stock. During 2000, an additional 1,261,100
shares were repurchased under the authority for an aggregate cost of
$24,024,000. No shares were repurchased during 2001.
Prior to the second quarter of 1999, all of the repurchased shares were
canceled. Beginning April 4, 1999, the Corporation's repurchases of outstanding
common stock were recorded as treasury stock. At December 29, 2001, the
Corporation held 3,144,400 shares of its common stock in treasury. These shares
may be reissued pursuant to the Corporation's stock option plans or for other
purposes.
Pursuant to the Corporation's Shareholder Rights Plan, which was modified on
November 5, 2001, one common stock purchase right is included with each
outstanding share of common stock. In the event the rights become exercisable,
each right will initially entitle its holder to buy one-half of one share of the
Corporation's common stock at a price of $140 per share (equivalent to $70 per
one-half share), subject to adjustment. The rights will become exercisable if a
person or group acquires 15% or more of the Corporation's common stock or
announces a tender offer for 15% or more of the common stock. Upon the
occurrence of certain events, including a person, or group, acquiring 15% or
more of the Corporation's common stock, each right will entitle the holder to
purchase, at the right's then-current exercise price, common stock of the
Corporation or, depending on the circumstances, common stock of the acquiring
corporation having a market value of twice such exercise price. The rights may
be redeemed by the Corporation at a price of $.001 per right at any time prior
to the rights becoming exercisable or prior to their expiration in November
2011, subject to amendment.
>> 10
Income Taxes
The provision for income taxes consists of the following:
- -------------------------------------------------------------------------------
Dollars in thousands 2001 2000 1999
- -------------------------------------------------------------------------------
Current:
Federal $26,853 $24,881 $18,852
State 5,226 6,577 5,465
Foreign 3,235 2,225 2,824
- -------------------------------------------------------------------------------
35,314 33,683 27,141
Deferred (3,114) 4,217 (8,541)
- -------------------------------------------------------------------------------
Provision for income taxes $32,200 $37,900 $18,600
- -------------------------------------------------------------------------------
Below is a reconciliation of the statutory federal income tax rate and the
effective income tax rate:
- -------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------
Statutory federal tax rate 35.0% 35.0% 35.0%
Foreign rate differential (4.1) (1.5) --
Subsidiary basis adjustment -- -- 7.9
State and local income taxes,
less applicable federal tax benefit 4.5 4.7 5.6
Amortization of nondeductible goodwill .6 .5 2.3
Other, net 3.2 .5 2.9
- -------------------------------------------------------------------------------
Effective income tax rate 39.2% 39.2% 53.7%
- -------------------------------------------------------------------------------
Temporary differences which give rise to the deferred tax assets and liabilities
at December 29, 2001, and December 30, 2000, are as follows:
- -------------------------------------------------------------------------------
Dollars in thousands 2001 2000
- -------------------------------------------------------------------------------
Net current deferred tax assets:
Vacation accrual $ 3,615 $ 3,533
Other accrued liabilities 8,207 9,851
Reserve for uncollectible accounts 2,510 2,437
Other 1,826 249
- -------------------------------------------------------------------------------
Net current deferred tax assets $ 16,158 $ 16,070
- -------------------------------------------------------------------------------
Net long-term deferred tax liabilities:
Accelerated depreciation $(28,010) $(27,909)
Deductible goodwill amortization (1,512) (1,541)
Accrued pension cost 4,426 3,685
Accrued postretirement benefit cost 5,423 4,429
Deferred compensation 3,179 2,387
Other (4,586) (5,157)
- -------------------------------------------------------------------------------
Net long-term deferred tax liabilities $(21,080) $(24,106)
- -------------------------------------------------------------------------------
34 Banta Corporation
No United States deferred taxes have been provided on the undistributed foreign
subsidiary earnings which aggregated $27,735,000 at December 29, 2001, and are
considered permanently invested. If undistributed earnings were remitted, tax
credits would substantially offset any resulting domestic tax liability.
The non-United States component of income before income taxes was $20,996,000,
$10,260,000 and $6,730,000 in 2001, 2000 and 1999, respectively.
>> 11
Contingencies
The Corporation is involved in various claims, including those related to
environmental matters, and lawsuits arising in the normal course of business. In
the opinion of management, the ultimate liability, if any, for these claims and
lawsuits beyond any reserves already provided, will not have a material adverse
effect on the consolidated statements of earnings of the Corporation.
>> 12
Segment Information
The Corporation operates in two primary business segments, print and
supply-chain management, with other business operations in healthcare products.
The print segment provides products, including digital imaging, and services to
publishers of educational and general books, and special-interest magazines, and
is a supplier of consumer and business catalogs, and direct marketing materials.
The supply-chain management segment provides product assembly, testing,
fulfillment and product localization services primarily to technology companies
in North America, Europe and Asia. The healthcare products business is primarily
engaged in the production of disposable products used in outpatient clinics,
dental offices and hospitals.
These operations are strategic business units that service different markets and
offer different products and services. The accounting policies of the segments
are the same as those described in the Summary of Accounting Policies. The
Corporation evaluates performance based on earnings from operations. Summarized
segment data for 2001, 2000 and 1999 are as follows:
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Dollars in thousands 2001 2000 1999
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NET SALES
Printing $1,009,047 $1,100,213 $ 997,150
Supply-chain management 345,865 335,772 213,397
Healthcare 103,023 101,744 104,731
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Total $1,457,935 $1,537,729 $1,315,278
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DEPRECIATION AND AMORTIZATION
Printing $ 59,447 $ 60,942 $ 59,213
Supply-chain management 9,732 8,379 3,532
Healthcare 4,749 4,688 4,370
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Total(1) $ 73,928 $ 74,009 $ 67,115
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EARNINGS FROM OPERATIONS(2)
Printing $ 93,778 $ 106,196 $ 93,410
Supply-chain management 24,683 20,698 10,308
Healthcare 9,549 7,243 14,992
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Total $ 128,010 $ 134,137 $ 118,710
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TOTAL ASSETS
Printing $ 530,769 $ 604,454 $ 562,677
Supply-chain management 151,867 163,046 114,296
Healthcare 66,596 74,054 72,160
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Total $ 749,232 $ 841,554 $ 749,133
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CAPITAL EXPENDITURES
Printing $ 41,146 $ 65,264 $ 65,656
Supply-chain management 5,933 11,421 13,946
Healthcare 1,616 1,430 3,595
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Total(1) $ 48,695 $ 78,115 $ 83,197
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1 Difference between segment total and the total included in the consolidated
financial statements is unallocated corporate headquarter amounts.
2 Earnings from operations for 1999 exclude a restructuring
charge (see Note 7) of $55.0 million.
2001 Annual Report 35
The following table presents a reconciliation of certain segment information to
the totals contained in the Consolidated Financial Statements:
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Dollars in thousands 2001 2000 1999
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Earnings from operations:
Reportable segment earnings $128,010 $134,137 $118,710
Unallocated corporate expenses (19,601) (19,344) (15,340)
Restructuring charge -- -- (55,000)
Interest expense (13,720) (16,754) (12,362)
Write-off of investment (12,500) -- --
Other income (expense) 8 (1,396) (1,398)
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Earnings before income taxes $ 82,197 $ 96,643 $ 34,610
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Total assets:
Reportable segment assets $749,232 $841,554 $749,133
Intergroup receivable elimination (330) (378) (1,405)
Other unallocated amounts1 39,144 13,348 25,616
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Consolidated total assets $788,046 $854,524 $773,344
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1 Prior to 2000, deferred tax assets were included in the "other unallocated
amounts." In 2001, "other unallocated amounts" included $28.0 million of cash
and short-term investments.
Summarized geographic data for the Corporation's operations for 2001, 2000 and
1999 are as follows (net sales are attributed to countries primarily based on
location of operation):
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Dollars in thousands 2001 2000 1999
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Net sales:
United States $1,244,783 $1,358,233 $1,153,779
Ireland 105,368 89,467 91,423
Other foreign countries 107,784 90,029 70,076
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$1,457,935 $1,537,729 $1,315,278
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Assets:
United States $ 678,322 $ 758,512 $ 697,814
Ireland 71,240 50,705 48,346
Other foreign countries 38,484 45,307 27,184
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$ 788,046 $ 854,524 $ 773,344
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Unaudited Quarterly Financial Information
The following table presents financial information by quarter for the years 2001 and 2000.
Quarter Ended Quarter Ended Quarter Ended Quarter Ended
March June September December
- -----------------------------------------------------------------------------------------------------------------------------------
Dollars in thousands (except per share data) 2001 2000 2001 2000 2001 2000 2001 2000
- -----------------------------------------------------------------------------------------------------------------------------------
Net sales $372,777 $341,534 $337,396 $358,592 $376,615 $417,395 $371,147 $420,208
Gross earnings 67,396 66,507 71,940 74,491 78,444 86,875 80,333 82,602
Net earnings 2,632* 9,894 12,471 12,644 18,748 19,247 16,146 16,958
Basic earnings per share .11* .39 .51 .50 .76 .78 .65 .69
Diluted earnings per share .11* .39 .50 .50 .75 .78 .65 .69
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*First quarter 2001 results of operations include a non-cash write-off of the investment in XYAN.com of $7.5
million, after tax ($.30 per common share).
Dividend Record and Market Prices
First Second Third Fourth Entire
Per Share of Common Stock Quarter Quarter Quarter Quarter Year
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2001 dividends paid $ .15 $ .15 $ .15 $ .16 $ .61
Price range:
High $27.39 $29.68 $30.92 $30.23 $30.92
Low 22.93 24.43 25.31 26.80 22.93
2000 dividends paid $ .15 $ .15 $ .15 $ .15 $ .60
Price range:
High $22.19 $19.92 $24.44 $25.37 $25.37
Low 17.56 18.00 18.19 21.00 17.56
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The stock prices listed above are the high and low trades. As of January 28,
2002, the Corporation had 1,898 shareholders of record.
36 Banta Corporation
Report of Independent Public Accountants
TO THE SHAREHOLDERS OF BANTA CORPORATION:
We have audited the accompanying consolidated balance sheets of Banta
Corporation (a Wisconsin corporation) and subsidiaries as of December 29, 2001,
and December 30, 2000, and the related consolidated statements of earnings,
shareholders' investment and cash flows for each of the fiscal years in the
three-year period ended December 29, 2001. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Banta Corporation and
subsidiaries as of December 29, 2001, and December 30, 2000, and the results of
their operations and their cash flows for each of the fiscal years in the
three-year period ended December 29, 2001, in conformity with accounting
principles generally accepted in the United States.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Milwaukee, Wisconsin
January 28, 2002
Responsibility for Financial Statements
The Consolidated Financial Statements and other financial references appearing
in this Annual Report were prepared by management in conformity with generally
accepted accounting principles appropriate for the circumstances. Where
acceptable alternative accounting principles exist, as described in Note 1 of
the Notes to the Consolidated Financial Statements, management uses its best
judgment in selecting those principles that reflect fairly the financial
position and results of operations of the Corporation. The accounting records
and systems of internal control are designed to reflect the transactions of the
Corporation in accordance with established policies and procedures. Financial
and operational reviews are undertaken by management to provide assurance that
the books and records properly reflect transactions authorized by the
Corporation.
The Consolidated Financial Statements appearing in this Annual Report have been
audited by Arthur Andersen LLP. Its audits were made in accordance with auditing
standards generally accepted in the United States and provide an independent
review of those management responsibilities that relate to the preparation of
this Annual Report. The Audit Committee of the Board of Directors, comprised of
directors who are not officers or employees, reviews the financial and
accounting reports of the Corporation, including a review and discussion of the
principles and procedures used by management in preparation of the financial
statements.
The independent auditors have full and free access to the Audit Committee and
meet with it to review the results of the audit engagement, the preparation of
the Annual Report and to discuss auditing and financial reporting matters.