SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 0-6187 BANTA CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0148550 (State or other jurisdiction (IRS Employer of incorporation or organization) I.D. Number) 225 Main Street, Menasha, Wisconsin 54952 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 751-7777 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / The registrant had outstanding on April 1, 1995, 20,143,084 shares of $.10 par value common stock. BANTA CORPORATION AND SUBSIDIARIES Quarterly Report Form 10-Q For the Quarter Ended April 1, 1995 INDEX PART I Financial Statements: Page Number Unaudited Consolidated Condensed Balance Sheets April 1, 1995 and December 31, 1994 . . . . . . . . . . . . . 3 Unaudited Consolidated Condensed Statements of Earnings for the Three Months Ended April 1, 1995 and April 2, 1994 . . . . 4 Unaudited Consolidated Condensed Statements of Cash Flows for the Three Months Ended April 1, 1995 and April 2, 1994 . . 5 Notes to Unaudited Consolidated Condensed Financial Statements . . . . . . . . . . . . . . . . . . . . . 6 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 7-8 PART II Other Information and Signatures: Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . 8 Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . 9 PART I Item 1 - Financial Statements BANTA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS April 1, December 31, 1995 1994 (Dollars in Thousands) ASSETS Current Assets Cash $ 619 $ 370 Receivables 163,323 169,613 Inventories 75,816 67,797 Other current assets 11,970 10,644 ------- ------- Total Current Assets 251,728 248,424 ------- ------- Plant and Equipment 539,545 523,735 Less Accumulated Depreciation 241,715 230,073 ------- ------- Plant and Equipment, net 297,830 293,662 ------- ------- Other Assets 11,212 11,766 Cost in Excess of Net Assets of Businesses Acquired 23,735 23,911 ------ ------- $ 584,505 $ 577,763 ======= ======== LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities Notes payable $ 20,916 $ 56,001 Accounts payable 47,344 44,960 Accrued salaries and wages 18,825 20,239 Other accrued liabilities 23,695 17,469 Current maturities of long-term debt 8,146 8,333 ------- --------- Total Current Liabilities 118,926 147,002 ------- -------- Long-term Debt 92,554 67,834 Deferred Income Taxes 19,430 19,218 Other Non-current Liabilities 13,565 12,122 Shareholders' Investment Preferred stock - $10 par value; authorized 300,000 shares, none issued - - Common stock - $.10 par value; authorized 75,000,000 shares, 20,143,084 and 20,079,007 shares issued, respectively 2,014 2,013 Amount in excess of par value of stock 57,038 56,780 Retained earnings 280,978 272,794 -------- ------- Total Shareholders' Investment 340,030 331,587 ------- ------- $ 584,505 $ 577,763 ======= ======= See accompanying notes to consolidated financial statements. BANTA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Dollars in Thousands, Except Per Share Amounts) Three Months Ended April 1, April 2, 1995 1994 Net sales $ 232,954 $ 187,464 Cost of goods sold 183,265 146,400 ------- ------- Gross earnings 49,689 41,064 Selling and administrative expense 29,108 24,046 ------- ------- Earnings from operations 20,581 17,018 Interest expense 2,268 1,113 Other (expense) income, net (11) 60 ------- ------- Earnings before income taxes 18,302 15,965 Provision for income taxes 7,300 6,400 ------- ------- Net earnings $ 11,002 9,565 ======= ====== Earnings per share of common stock $ .54 .47 ======= ====== Average common shares outstanding 20,259,846 20,243,003 ========== ========== Cash dividends per share of common stock $ .14 $ .13 ========= ======== See accompanying notes to consolidated financial statements. BANTA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Three Months Ended April 1, April 2, 1995 1994 Cash Flow From Operating Activities Net earnings $ 11,002 $ 9,565 Depreciation and amortization 12,018 9,484 Deferred income taxes 212 (618) Change in assets and liabilities Decrease (increase) in receivables 6,290 (1,447) (Increase) decrease in inventories (8,019) 8,055 Increase in other current assets (1,326) (2,086) Increase in accounts payable and accrued liabilities 7,196 5,595 Decrease in other non-current assets 554 618 Other, net 1,443 1,056 ------ ------- Cash provided from operating activities 29,370 30,222 ------- ------- Cash Flow From Investing Activities Capital expenditures, net (16,010) (26,489) Acquisition of business - (16,331) --------- -------- Cash used for investing activities (16,010) (42,820) --------- -------- Cash Flow From Financing Activities (Repayment) issuance of notes payable, net (35,085) 8,375 Issuance of long-term debt 25,000 - Repayment of long-term debt (467) (1,188) Dividends paid (2,818) (2,601) Proceeds from exercise of stock options 259 655 --------- -------- Cash (used for) provided from financing activities (13,111) 5,241) --------- -------- Net increase (decrease) in cash 249 (7,357) Cash at beginning of period 370 8,230 -------- -------- Cash at end of period $ 619 $ 873 ======== ======== Cash payments for: Interest, net of amount capitalized $ 2,429 $ 1,865 Income taxes 1,214 1,918 See accompanying notes to consolidated financial statements. BANTA CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1) Basis of Presentation The condensed financial statements included herein have been prepared by the Corporation, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Corporation believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Corporation's latest Annual Report on Form 10-K. In the opinion of Management, the aforementioned statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. 2) Inventories The majority of the Corporation's inventories are accounted for at cost determined on a last-in, first-out (LIFO) basis, which is not in excess of market. The remaining 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 April 1, 1995 and December 31, 1994 were as follows: (Dollars in Thousands) April 1, December 31, 1995 1994 Raw Materials and Supplies $ 45,733 $ 37,106 Work-In-Process and Finished Goods 36,423 35,531 ------ ------ FIFO value (current cost of all inventories) 82,156 72,637 Excess of current cost over carrying value of LIFO inventories (6,340) (4,840) ------ ------ Net Inventories $ 75,816 $ 67,797 ====== ====== Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have influenced the Corporation's financial position and results of operations from the close of the latest fiscal year-end in comparison to the corresponding interim period in the preceding year included in the Unaudited Consolidated Condensed Balance Sheets, Statements of Earnings and Statements of Cash Flows. FINANCIAL CONDITION Liquidity and Capital Resources The Corporation's net working capital increased by approximately $31.4 million during the first quarter of 1995. This increase was primarily due to the issuance during the quarter of $25 million of long-term debt at an interest rate of 7.98%. The proceeds of the debt issued were used primarily to repay short-term indebtedness. After the issuance of this debt, the Corporation's ratio of long-term debt to total capitalization was 21%. RESULTS OF OPERATIONS Net Sales Sales for the first quarter of 1995 were $45.5 million (24%) higher than the first quarter of 1994. Contributing to the sales increase were acquisitions completed during 1994, which accounted for about one-third of the sales increase. Since the Corporation supplies much of its customers' paper, rising paper prices contributed about one- fourth of the sales increase. Sales comparisons by market classification showed increases in the commercial, book and magazine markets. The largest sales gain was in the commercial market where Danbury Printing (acquired in 1994) added $11 million in sales and strong catalog volume carried over from the fourth quarter of 1994. The book market showed increased sales strength due to gains in technical manuals and software documentation. Cost of Goods Sold Cost of goods sold as a percentage of sales increased from 78.1% for the first quarter of 1994 to 78.7% for the first quarter of 1995. This overall margin decline resulted from several factors. Since the sale of paper generally has lower margins than manufacturing sales, the increase in paper sales reduced average margins. The inclusion of the results of the two companies acquired in 1994 for the full first quarter of 1995 has reduced margins as those companies currently provide margins below the Corporation's average. Due to the recent large increase in paper prices, the Corporation recorded a $1.5 million provision for last-in first-out (LIFO) inventory valuation during the first quarter of 1995. No provision was required for the first quarter of 1994. During the first quarter of 1995 paper suppliers announced additional price increases to be implemented in the second quarter. These increases, if implemented, will impact the LIFO provision required during the remainder of 1995. Offsetting the above margin reductions were higher margins in the book market due to higher activity levels. Selling and Administrative Expenses Selling and administrative expenses were $5 million higher for the first quarter of 1995 than for the first quarter of 1994. The increase is primarily due to higher levels of activity in general and the inclusion of $1.9 million of selling and administrative expenses of the companies acquired in 1994. Interest Expense Interest expense was $1,155,000 higher in the first quarter of 1995 than for the first quarter of 1994 due to increased borrowings and higher interest rates. The Corporation's average level of indebtedness was approximately $49 million higher during the first quarter of 1995 compared with the same period in 1994. The Corporation's short-term borrowing rates that were approximately 1.5 percentage points higher in 1995 than in the first quarter of 1994. Income Taxes The Corporation's effective first quarter income tax rates were approximately the same for the first quarter of 1995 and 1994, respectively. PART II: OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 3(a) Amendment to By Laws 3(b) Bylaws, as amended 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BANTA CORPORATION /S/ GERALD A. HENSELER Gerald A. Henseler Executive Vice President and Chief Financial Officer Date May 11, 1995 BANTA CORPORATION EXHIBIT INDEX TO FORM 10-Q For The Quarter Ended April 1, 1995 Page Number in Sequential Exhibit Number Numbering System 3(a) Amendment to By Laws 3(b) Bylaws, as amended 27 Financial Data Schedule