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 September 30, 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 September 30, 1995, 20,275,820 shares of $.10 par value common stock. BANTA CORPORATION AND SUBSIDIARIES Quarterly Report on Form 10-Q For the Quarter Ended September 30, 1995 INDEX PART I Financial Statements: Page Number Unaudited Consolidated Condensed Balance Sheets September 30, 1995 and December 31, 1994 . . . . . . . . . . . 3 Unaudited Consolidated Condensed Statements of Earnings for the Three and Nine Months Ended September 30, 1995 and October 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . 4 Unaudited Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 1995 and October 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Unaudited Consolidated Condensed Financial Statements . . . . . . . . . . . . . . . . . . . . 6-7 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 . . . . . . . . . . . 9 PART I Item 1 - Financial Statements BANTA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) September 30, December 31, 1995 1994 ASSETS Current Assets Cash $ 9,310 $ 370 Receivables 179,748 169,613 Inventories 76,752 67,797 Other current assets 10,301 10,644 ------- ------- Total Current Assets 276,111 248,424 ------- ------- Plant and Equipment 570,335 523,735 Less Accumulated Depreciation 266,044 230,073 ------- ------- Plant and Equipment, net 304,291 293,662 ------- ------- Other Assets 11,629 11,766 Cost in Excess of Net Assets of 28,686 23,911 ------- ------- Businesses Acquired $ 620,717 $ 577,763 ======= ======= LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities Notes payable $ 26,220 $ 56,001 Accounts payable 34,457 41,529 Accrued salaries and wages 22,379 20,239 Other accrued liabilities 28,976 20,900 Current maturities of long-term debt 7,856 8,333 ------- ------- Total Current Liabilities 119,888 147,002 ------- ------- Long-term Debt 102,724 67,834 Deferred Income Taxes 18,831 19,218 Other Non-current Liabilities 13,974 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, 20,275,820 and 20,126,026 shares issued, respectively 2,028 2,013 Amount in excess of par value of stock 59,718 56,780 Retained earnings 303,554 272,794 ------- ------- Total Shareholders' Investment 365,300 331,587 ------- ------- $ 620,717 $ 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 Nine Months Ended Sept. 30, 1995 Oct. 1, 1994 Sept. 30, 1995 Oct. 1, 1994 Net sales $249,267 $207,735 $717,567 $ 581,030 Cost of goods sold 193,524 160,140 559,030 446,305 ------- ------- ------- ------- Gross earnings 55,743 47,595 158,537 134,725 Selling and administrative expense 28,066 24,638 86,743 73,806 ------- ------ ------- ------- Earnings from operations 27,677 22,957 71,794 60,919 Interest expense (2,427) (1,386) (6,847) (3,751) Other income, net 524 639 382 964 ------- ------- ------- ------ Earnings before income taxes 25,774 22,210 65,329 58,132 Provision for income taxes 10,300 8,900 26,100 23,300 ------- ------- ------- ------- Net earnings $ 15,474 $ 13,310 $ 39,229 $ 34,832 ======= ======= ======= ======= Earnings per share of common stock $ .76 $ .66 $ 1.93 $ 1.72 ====== ====== ====== ====== Average common shares outstanding 20,405,250 20,239,947 20,327,909 20,239,985 ========== ========== ========== ========== Cash dividends per share of common stock $ .14 $ .13 $ .42 $ .39 ======= ======= ======= ====== See accompanying notes to consolidated financial statements. BANTA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Nine Months Ended September 30, October 1, 1995 1994 Cash Flow From Operating Activities Net earnings $ 39,229 $34,832 Depreciation and amortization 35,691 29,657 Deferred income taxes (387) (654) Change in assets and liabilities Increase in receivables (10,071) (20,723) Increase in inventories (8,955) (3,467) Decrease in other current assets 373 220 Increase in accounts payable and accrued liabilities 3,140 19,665 Decrease (increase) in other non -current assets 137 (333) Other, net 1,852 1,573 ------ ------ Cash provided by operating activities 61,009 60,770 ------- ------ Cash Flow From Investing Activities Capital expenditures, net (42,766) (67,162) Acquisition of businesses (8,419) (29,831) ------- ------- Cash used for investing activities (51,185) (96,993) ------ ------- Cash Flow From Financing Activities (Repayment) issuance of notes payable, net (29,781) 14,104 Issuance of long-term debt 40,000 25,000 Repayment of long-term debt (5,587) (4,700) Dividends paid (8,469) (7,814) Proceeds from exercise of stock options 2,953 1,513 ------ ------ Cash (used for) provided by financing activities (884) 28,103 ------ ------- Net increase (decrease) in cash 8,940 (8,120) Cash at beginning of period 370 8,230 ------ ------- Cash at end of period $ 9,310 $ 110 ======= ====== Cash payments for: Interest, net of amount capitalized $ 6,877 $3,891 Income taxes 23,476 24,057 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 used in its printing operations 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 September 30, 1995 and December 31, 1994 were as follows: (Dollars in Thousands) September 30, December 31, 1995 1994 Raw Materials and Supplies $ 48,750 $ 37,106 Work-In-Process and Finished Goods 37,942 35,531 ------- ------ FIFO value (current cost of all inventories) 86,692 72,637 Excess of Current Cost over Carrying Value of LIFO Inventories (9,940) (4,840) ------ ------ Net Inventories $ 76,752 $ 67,797 ====== ======= 3) Subsequent Event On October 18, 1995, the Corporation completed its acquisition of B.G. Turnkey Services Limited ("B.G. Turnkey"). B.G. Turnkey, headquartered in Cork, Ireland, provides project management, product assembly, fulfillment and product localization services to computer software and hardware companies from facilities located in Ireland, Scotland and The Netherlands, as well as from recently opened facilities in the United States. B.G. Turnkey reported sales for its most recent fiscal year of approximately IR Pounds 100 million ($160 million). The purchase price consisted of 236,765 shares of the Corporation's common stock and approximately $21 million of the Corporation debentures with a stated maturity of 5 years. 4) In March of 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". The Corporation intends to adopt this statement during the first quarter of 1996. The adoption of this standard is not expected to have a material effect on the Corporation's financial position or results of operations. 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 $54.8 million during the first three quarters of 1995. This increase was primarily due to the application of the proceeds from the issuance of $40 million of long-term debt during the first nine months of 1995 at interest rates ranging from 7.38% to 7.98% and to cash provided from operating activities. The proceeds of the debt issued were used primarily to repay short-term indebtedness. During November 1995, the Corporation issued an additional $35 million of long-term debt at an interest rate of 6.81%. After issuance of this debt, the Corporation's ratio of long-term debt to total capitalization was 27%. During the third quarter the Corporation replaced its lines of credit, which had been used exclusively to support commercial paper borrowings, with a $65 credit agreement. The new credit agreement supports both commercial paper borrowings and direct borrowings from three participating banks. RESULTS OF OPERATIONS Net Sales Sales for the third quarter of 1995 were $41.5 million (20%) higher than the third quarter of 1994. Paper price increases had a significant impact on sales since the Corporation supplies much of its customers' paper. These price increases accounted for about one- half of the sales increase for the quarter. The commercial, book and magazine market classifications showed sales increases for the quarter, which included the impact of higher paper prices. The largest sales gains were in the commercial market which included increased volume from the Banta Direct Marketing Group and from the Banta Catalog Group resulting from a higher volume of work produced. The book market classification showed increased sales strength due to higher activity levels in trade and educational books. The magazine market classification benefitted from new production capacity added in the third quarter at both plants that serve this market. Although net sales for the book market increased overall, the demand for software documentation softened as electronic documentation delivery is gaining wider acceptance. However, demand has increased for project management services, which includes component procurement, package assembly, order fulfillment and product distribution. Sales for the first three quarters of 1995 increased by $137 million (23%) over 1994 also due in significant part to the impact of increased paper prices. The commercial, book and magazine market classifications reported sales increases for the first three quarters of 1995. The largest increases in sales were in the book classification and the commercial classification, particularly in consumer catalogs and direct marketing materials. Increases in both market classifications were the result of higher activity levels, increased paper prices and acquisitions. Acquisitions completed in 1994 and 1995 accounted for approximately one-fourth of the 1995 sales increase. The acquisition of B.G. Turnkey completed in October is expected to increase the Corporation's sales by approximately 15% in the fourth quarter of 1995 compared to the fourth quarter of 1994. It is also expected to moderately increase net earnings and earnings per share. Cost of Goods Sold Cost of goods sold as a percentage of sales increased from 77.1% for the third quarter of 1994 to 77.6% for the third 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 margin percentages. The inclusion of the results of United Graphics (acquired in 1994) has reduced margins as this company currently has margins below the Corporation's average. Offsetting these factors were improved margins primarily resulting from increased utilization at the plants in the Banta Catalog Group and the Banta Direct Marketing Group, all of which are included in the commercial market classification. Due to the increase in paper prices, the Corporation recorded a $1.7 million provision for last-in first-out (LIFO) inventory valuation during the third quarter of 1995. This represents .7% of sales. This compares to a provision of $1.0 million was provided in the third quarter of 1994. The Corporation expects relatively stable paper prices in the fourth quarter of 1995. Cost of goods sold as a percentage of sales increased from 76.8% for the first three quarters of 1994 to 77.9% for the first three quarters of 1995. The reduction in margins of the three quarters resulted from the factors discussed above regarding the third quarter. The Corporation has recorded a total $5.1 million provision for LIFO during the first three quarters of 1995, representing .7% of sales. A total of $1.3 million was provided for LIFO in the first three quarters of 1994. Selling and Administrative Expenses Selling and administrative expenses were $3.4 million and $12.9 million higher for the third quarter and first three quarters of 1995, respectively, than for the same periods of 1994. The increase is primarily due to higher levels of activity in general and the inclusion of $1.0 million and $4.2 million for the third quarter and nine-month period of 1995, respectively, of selling and administrative expenses for the operations acquired during 1994 and 1995. Interest Expense Interest expense was approximately $1.0 million and $3.1 million higher in the third quarter and first nine months of 1995, respectively, than for the same periods of 1994. This is due to increased levels of long-term borrowing which carry higher average interest rates. The Corporation's average level of overall indebtedness was approximately $45 million higher during the first three quarters of 1995 compared with the same period in 1994. The increase in indebtedness during 1995 resulted form the aggressive capital expenditure commitments made in 1994 and 1995, as well as an increase in $47 million in the average net investment in working capital during 1995 compared with 1994. Income Taxes The Corporation's effective income tax rates were approximately the same for the first three quarters of 1995 and 1994. PART II: OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits - 4(a) Note Purchase and Medium-Term Note Agreement Dated November 2, 1995 27 Financial Data Schedule [EDGAR filing only] (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 November 13, 1995 BANTA CORPORATION EXHIBIT INDEX TO FORM 10-Q For The Quarter Ended September 30, 1995 Exhibit Number 4(a) Note Purchase and Medium-Term Note Agreement Dated November 2, 1995 27 Financial Data Schedule [EDGAR filing only]