[Page 20 of the Annual Report] Five-Year Summary of Selected Financial Data Not Covered by Report of Independant Public Accountants Dollars in thousands (except per share data) 1995 1994 1993 1992 1991 Summary of Earnings (1) Net sales $1,022,650 $811,330 $691,244 $637,416 $565,473 Net earnings from continuing operations 53,550 47,228 40,992 35,662 28,219 Net earnings 53,550 47,228 40,992 35,662 20,619 Net earnings per common share from continuing operations (2) 1.75 1.56 1.36 1.19 .96 Net earnings per common share (2) 1.75 1.56 1.36 1.19 .70 Dividends paid per common share (2) .37 .35 .31 .27 .25 Financial Summary Working capital 187,956 101,422 106,171 102,214 98,323 Net plant and equipment 313,718 293,662 232,888 205,246 200,938 Total assets 678,809 577,763 457,433 410,182 397,464 Long-term debt 134,953 67,834 45,603 52,491 64,061 Interest expense 9,891 5,902 5,346 5,786 5,398 Shareholders' investment 387,112 331,587 292,428 258,237 226,967 Book value per share of common stock (2) (3) 12.55 10.98 9.75 8.67 7.71 <FN> (1) All years comprised 52 weeks except 1992 which comprised 53 weeks. (2) Per share amounts have been adjusted for the three-for-two stock splits distributed in March 1996 and April 1993. (3) Book values per share for common stock are based on shares outstanding at year-end, as adjusted for stock splits. [Pages 21 through 23 of the Annual Report] Management's Discussion and Analysis of Financial Position and Operations Operational Highlights Banta Corporation achieved record sales and earnings in 1995, including a sales milestone by recording revenue of more than one billion dollars for the first time. The strong sales gain of $211 million, an increase of 26% from 1994 levels, to $1.023 billion was aided by: - The October 1995 acquisition of B.G. Turnkey Services Limited, a company serving the computer software and hardware industry primarily in Europe, representing about one-quarter of the 1995 sales gain. - Historical and significant increases in paper prices during 1995, representing approximately one-half of the sales increase. - Continued market penetration for most of our operating units. - Utilization of the new press capacity installed during 1994 and 1995. Along with record sales were record profits. Net earnings of $53.5 million represented an increase of 13.4% over 1994's record of $47.2 million. Earnings per share increased 12.2% to $1.75 per share. During 1995, Banta advanced its goal of increasing the proportion of its revenue from non-traditional print related activity. The acquisition of B.G. Turnkey Services significantly increases Banta's assembly, fulfillment and distribution services revenue. At the same time the acquisition of these European operations increases Banta's global scope, also a primary goal. Two smaller acquisitions improved Banta's ability to provide online services via the Internet's World Wide Web and expanded its coverage of the single-use health care products market. Acquisitions have been and are expected to continue to play a strategic and significant part in Banta's growth strategies. Management currently expects acquisitions to provide about one-third of Banta's future revenue gains. Banta's acquisitions reinforce its commitment to provide growth opportunities for its business units. Banta's 1994 acquisitions, which accounted for 40% of that year's sales gain, were both traditional print companies. Significant increases in paper prices occurred during the fourth quarter of 1994 and throughout 1995. Paper prices averaged more than one- third higher in 1995 than in 1994. As is customary in the graphic arts industry, sales prices to Banta's customers were increased to reflect the higher paper costs. Most paper grades were on allocation during 1995, however the solid relationships Banta maintains with major paper suppliers allowed Banta to meet customer needs and accomodate the Corporation's added production capacity. Due to the substantial increase in delivery times, Banta's paper inventories increased by approximately one-third during late 1994 and early 1995. These quantities were aggressively reduced to more traditional levels at 1995 year-end. During the fourth quarter of 1995 paper prices stabilized somewhat, and it is anticipated that allocation restrictions may be reduced or eliminated in 1996 due to the softening demand for paper. During 1995, pricing remained competitive within the graphic arts industry as customers were burdened by the significant paper price increases, as well as postage rate increases, and they continued to look for ways to reduce costs. Unit value-added sales prices continue to trend lower, reflecting the competitive markets. Banta has, however, generally been able to accommodate the lower pricing and still maintain its historic margin levels for these services primarily due to productivity improvements. Banta has aggressively invested in modern, technologically advanced equipment which has led to productivity gains. Banta also achieved gains through its Continuous Improvement programs and the efforts of its conscientious, dedicated employees in providing superior responses to customers' needs. Banta's earnings from operations as a percentage of sales dropped from 10.3% in 1994 to 9.6% in 1995. This reduction was primarily due to the higher paper prices, which generate lower margins, and the increased proportion of sales from assembly, packaging and distribution services, which contain a higher material content and therefore lower margins. These project management activities, however, require less capital investment and therefore are expected to provide greater return on investment than traditional print activities. Banta continues to investigate and invest in alternative methods of providing services that are expected to assist customers in distributing their information in a broad spectrum of media, including traditional print, digital print, CD-ROM and online. Banta also continues to make strategically important investments in digital technologies, remaining at the forefront of the graphic arts industry. Net Sales The Corporation classifies its sales as follows: commercial (catalogs, direct marketing materials and single-use products); books (educational, general, trade, data manuals and project management services); magazines; and other (point-of-purchase, security products and digital imaging services). Net sales for the market classifications, as a percent of consolidated net sales, were as follows: 1995 1994 1993 Commercial 47% 46% 44% Books 34 32 34 Magazines 11 12 12 Other 8 10 10 --- --- --- 100% 100% 100% === === === Percentage increases (decreases) in sales by market classification for 1995 compared with 1994 were as follows: commercial - 29%; books - 34%; magazines - 18%; and other - (4)%. Acquisitions completed during 1994 and 1995 represented approximately 26% of the sales increase in the commercial market classification. Paper price increases represented approximately 50% of the commercial market sales increase. High utilization of the Corporation's first new-generation, 48-page press, which was installed during the third quarter of 1994, also contributed to the sales increase. The units which comprise the Banta Direct Marketing Group experienced higher levels of utilization in 1995 than they did in 1994, which also contributed to the sales increase. Book market sales increased in all categories. The acquisition of B.G. Turnkey Services represented over 60% of the sales increase in this market classification for 1995, which resulted in a large increase in project management services sales. Paper price increases represented approximately 30% of this market's sales increase. The remainder of the sales gain came primarily from educational and trade books. Demand for printed software documentation softened as digital documentation delivery gained wider acceptance, a trend expected to continue. During 1995, Banta continued to gain new titles and market share in special-interest magazines. The 1995 sales increase resulted from increased market penetration, higher paper prices and increased spending for magazine advertising pages. The two plants serving this market each added an eight-unit press during the second half of 1995, which provided the capacity necessary to service the sales increase. The sales decrease in the "other" classification resulted from lower utilization in each of the plants included in the classification. Activity levels at the Banta Digital Group facilities were impacted by the absence of 1994's large volume of packaging work that resulted from the new government labeling requirements. Sales volume was also affected by the conversion of more projects from manual to electronic processes, which reduced sales prices per unit. Sales for 1994 increased 17% over 1993. All of the Corporation's market classifications registered sales increases for 1994; commercial - 22%; books - 10%; magazines - 14%; and other - 16%. The acquisition of Danbury Printing & Litho in 1994 accounted for 50% of the increase in the commercial market. Also contributing to the increase were the production of several biennial business-to-business catalog projects, press additions at three plants, and high levels of production activity late in the year due to customers' desire to mail product prior to the January 1, 1995, postage rate increase. The increase in book market sales resulted from the acquisition of United Graphics during the third quarter of 1994 and the increased sale of software documentation and project management services, which were facilitated by new fulfillment capabilities and capacity additions. The Corporation's special-interest magazine facilities increased sales as a result of greater market penetration and increased advertising pages. The increase in the "other" classification resulted from higher prepress service sales, which benefited from the government labeling requirements and new service offerings. Cost of Goods Sold In 1995, cost of goods sold as a percent of sales was 78.9% compared with 77.0% in 1994 and 76.8% in 1993. This overall margin decline in 1995 resulted from several factors. Since the sale of paper generally has lower margins than manufacturing sales, the increase in paper sales reduced average margins. Also contributing to the margin decline was the inclusion of B.G. Turnkey Services in the fourth quarter. Its project management services generally provide lower margins than Banta's traditional print businesses because material content for these services represents a significantly greater proportion of the total sales. The Corporation's use of the LIFO inventory valuation method resulted in LIFO adjustments, which increased (reduced) cost of goods sold by $4,014,000, $844,000 and ($272,000) in 1995, 1994 and 1993, respectively. The change in LIFO valuation adjustment between 1995 and 1994, which is primarily due to the significant paper price increases, represents about one-third of the cost of goods sold percentage increase. Offsetting a portion of the increase in the cost of goods sold percentage were increased margins for the direct marketing materials operations of the commercial market due to increased plant utilization. Depreciation expense increased $9.2 million in 1995 compared to 1994 as a result of the $64 million in capital expenditures in 1995 and the acquisitions completed in 1994 and 1995. In 1994, depreciation increased $7.7 million compared to 1993. The increase in the cost of sales percentage for 1994 compared to 1993 was primarily the result of the increased LIFO valuation adjustments, as well as the cost of new capacity added in 1994 and lower margins associated with operations acquired in 1994. Expenses Selling and administrative expenses as a percentage of sales were 11.5%, 12.7% and 12.7% in 1995, 1994 and 1993, respectively. Selling and administrative expenses increased $15.1 million (14.7%) in 1995 and $15.1 million (17.2%) in 1994. The 1995 increase includes $7.9 million of costs (52% of the increase) related to the 1995 and 1994 acquisitions. The remainder of the increase is due to costs required to support the sales increases generated from the Corporation's other operations, including sales commissions on the large revenue gains. Of the 1994 expense increase, $5.3 million (35%) was due to acquisitions, with the remainder being costs necessary to support the additional 1994 sales volume. Earnings From Operations and Interest Expense Earnings from operations as a percent of sales were 9.6%, 10.3%, and 10.5% in 1995, 1994 and 1993, respectively. Interest expense was $9.9 million, $5.9 million and $5.3 million in 1995, 1994 and 1993, respectively. During 1995, the Corporation's average debt levels increased due to acquisitions, capital expenditures and increased average investment in working capital as a result of higher paper prices, higher inventory levels due to the tight paper market and higher activity levels in general. The increased debt levels caused the higher interest expense in 1995. The interest expense increase in 1994 compared to 1993 resulted from higher average borrowing levels and rising interest rates. Pretax earnings as a percent of sales were 8.7%, 9.7% and 9.9% in 1995, 1994 and 1993, respectively. Effective income tax rates were 39.9%, 40.0% and 40.3% in 1995, 1994 and 1993, respectively. The small reduction in the effective tax rate in 1995 was due to lower tax rates on earnings of the European operations. An additional slight reduction in the effective tax rate is expected in 1996 as the European operations will be included for a full year. Liquidity and Capital Resources Selected Dollars in thousands Financial Data (except current ratio) 1995 1994 1993 Cash $ 27,130 $ 370 $ 8,230 Receivables 199,151 169,613 125,004 Inventories 70,750 67,797 52,447 Notes payable - 56,001 20,800 Accounts payable and accrued liabilities 114,997 82,668 64,074 Working capital 187,956 101,422 106,171 Long-term debt 134,953 67,834 45,603 Shareholders' investment 387,112 331,587 292,428 Long-term debt to total long-term debt and shareholders' investment 25.8% 17.0% 13.5% Current Ratio 2.53 1.69 2.16 During 1995, the Corporation issued $75 million of long-term debt at interest rates ranging from 6.81% to 7.98%. The proceeds were used to repay all of Banta's short-term debt and to finance acquisitions. 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, as well as any other investment opportunities that may arise. The $56 million reduction in short-term debt and the $27 million increase in cash during 1995 were the primary reasons that the Corporation's working capital increased $86 million. Due to the softening paper market in late 1995 and an emphasis on working capital control, Banta's year-end investment in operating working capital (excluding cash, notes payable and current maturities of long-term debt) increased only $3 million in 1995. The Corporation's capital investment program reflects its commitment to maintain modern, efficient plants and to be able to utilize new printing and digital imaging technologies. Preliminary plans for 1996 are for capital commitments to exceed $70 million. Cash requirements should exceed that amount as the unpaid balance of prior commitments exceeded $30 million at the end of 1995. The Corporation generally raises short-term funds by selling commercial paper and issuing unsecured bank notes. Such borrowings are primarily supported by lines of credit from three banks totaling $65 million. The Corporation also has available uncommitted short-term borrowing facilities under which it can borrow on an unsecured basis. Average outstanding short-term borrowings during 1995 and 1994 were $19.4 million and $26.0 million, respectively. In March 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 standard 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. [Page 24 of the Annual Report] Consolidated Balance Sheets December 30, 1995 and December 31, 1994 Dollars in thousands Assets 1995 1994 Current Assets: Cash and short-term investments, at cost which approximates market $27,130 $370 Receivables, less reserves of $3,414,000 and $3,984,000, respectively 199,151 169,613 Inventories 70,750 67,797 Prepaid expenses 4,324 2,584 Deferred income taxes 9,451 8,060 -------- -------- 310,806 248,424 Plant and Equipment: Land 6,295 6,035 Buildings and improvements 85,161 79,890 Machinery and equipment 501,251 437,810 --------- --------- 592,707 523,735 Less accumulated depreciation 278,989 230,073 --------- --------- Plant and equipment, net 313,718 293,662 Other Assets 13,292 11,766 Cost in Excess of Net Assets Of Businesses Acquired 40,993 23,911 --------- --------- $ 678,809 $ 577,763 ========= ========= Liabilities and Shareholders' Investment Current Liabilities: Notes payable $ - $ 56,001 Accounts payable 68,365 44,960 Accrued salaries and wages 21,784 20,239 Other accrued liabilities 24,848 17,469 Current maturities of long-term debt 7,853 8,333 --------- -------- 122,850 147,002 --------- -------- Non-current Liabilities: Long-term debt 134,953 67,834 Deferred income taxes 20,785 19,218 Other non-current liabilities 13,109 12,122 --------- --------- 168,847 99,174 --------- --------- Shareholders' Investment: Common stock - $.10 par value, authorized 75,000,000 shares; 20,559,614 and 20,126,026 shares issued outstanding in 1995 and 1994, respectively 2,056 2,013 Amount in excess of par value of stock 70,138 56,780 Cumulative translation adjustment (118) - Retained earnings 315,036 272,794 -------- -------- 387,112 331,587 -------- -------- $ 678,809 $ 577,763 ======== ======== The accompanying notes to consolidated financial statements are an integral part of these balance sheets. [Page 25 of the Annual Report] Consolidated Statements of Earnings For the Periods Ended December 30, 1995 (1995), December 31, 1994 (1994) and January 1, 1994 (1993) Dollars in thousands (except earnings per share) 1995 1994 1993 Net sales $1,022,650 $811,330 $691,244 Cost of goods sold 806,651 625,049 530,746 -------- ------- ------- Gross Earnings 215,999 186,281 160,498 Selling and administrative expenses 118,068 102,923 87,812 ------- ------- -------- Earnings from Operations 97,931 83,358 72,686 Interest expense (9,891) (5,902) (5,346) Other income, net 1,010 1,272 1,352 ------- ------- -------- Earnings Before Income Taxes 89,050 78,728 68,692 Provision for income taxes 35,500 31,500 27,700 ------- ------- -------- Net Earnings $ 53,550 $ 47,228 $ 40,992 ======= ======= ======== Net Earnings per Share of Common Stock $ 1.75 $ 1.56 $ 1.36 ======= ======= ======== The accompanying notes to consolidated financial statements are an integral part of these statements. [Page 26 of the Annual Report] Consolidated Statements of Cash Flows For the Periods Ended December 30, 1995 (1995), December 31, 1994 (1994) and January 1, 1994(1993) Dollars in thousands 1995 1994 1993 Cash Flow from Operating Activities Net earnings $ 53,550 $ 47,228 $ 40,992 Adjustments to reconcile net earnings to net cash provided by operating activities, net of acquisitions Depreciation and amortization 51,055 41,502 33,701 Deferred income taxes 2,313 459 479 Change in assets and liabilities, net of effects of acquisitions: (Increase) in receivables (8,966) (32,942) (18,423) Decrease (increase) in inventories 9,785 (12,759) (9,824) Decrease (increase) in other current assets 805 2,166 (267) Increase in accounts payable and accrued liabilities 5,908 11,048 4,710 (Increase) decrease in other non-current assets (1,526) 1,715 (1,017) Other, net 869 2,830 1,386 ------- ------ ------ Cash provided by operating activities 113,793 61,247 51,737 ------- ------ ------- Cash Flow from Investing Activities Capital expenditures (63,822) (87,048) (62,960) Proceeds from sale of plant, equipment and other assets 733 3,205 3,914 Cash used for acquisitions, net of cash acquired (27,441) (29,831) - ------- ------- ------- Cash used for investing activities (90,530) (113,674) (59,046) ------- ------- ------- Cash Flow from Financing Activities Notes payable (payments) proceeds, net (56,001) 35,201 20,800 Proceeds from issuance of long-term debt 75,000 25,000 - Payments on long-term debt (8,361) (7,565) (11,765) Proceeds and tax benefit from exercise of stock options 4,167 2,357 2,506 Dividends paid and stock redemptions (11,308) (10,426) (9,307) -------- ------- ------- Cash provided by financing activities 3,497 44,567 2,234 -------- ------- ------- Net increase (decrease) in cash and short-term investments 26,760 (7,860) (5,075) Cash and short-term investments at beginning of year 370 8,230 13,305 -------- ------- -------- Cash and short-term investments at end of year $ 27,130 $ 370 $ 8,230 ======== ======== ======== Cash payments for: Interest, net of amount capitalized $ 9,487 $ 5,788 $ 5,471 Income taxes 33,023 32,250 23,789 The accompanying notes to consolidated financial statements are an integral part of these statements. [Page 27 of the Annual Report] Consolidated Statements of Shareholders' Investment For the Periods Ended December 30, 1995 (1995), December 31, 1994(1994) and January 1, 1994 (1993) Dollars in thousands Common Stock Amount in Cumulative Shares Par Excess of Translation Retained Outstanding Value Par Value Adjustment Earnings Balance, January 2, 1993 13,240,027 $ 1,324 $ 51,948 $ - $ 204,965 Stock options exercised 136,635 14 2,492 Three-for-two stock split effected in the form of a 50% stock dividend 6,619,870 662 (4) (662) Net earnings 40,992 Cash dividends ($.31 per share) (9,303) ---------- ------- -------- -------- -------- Balance, January 1, 1994 19,996,532 2,000 54,436 - 235,992 Stock options exercised 129,494 13 2,344 Net earnings 47,228 Cash dividends ($.35 per share) (10,426) ---------- ------- -------- -------- -------- Balance, December 31, 1994 20,126,026 2,013 56,780 - 272,794 Stock options exercised 196,823 19 4,148 Net earnings 53,550 Cash dividends ($.37 per share) (11,308) Stock issued for acquisition 236,765 24 9,210 Foreign currency translation adjustment (118) ---------- ------ ------ ------- -------- Balance, December 30, 1995 20,559,614 $ 2,056 $ 70,138 $ (118) $ 315,036 ========== ====== ====== ======= ======== There are 300,000 shares of $10 par value preferred stock authorized, none of which are issued. The accompanying notes to consolidated financial statements are an integral part of these statements. [Pages 28 through 34 of the Annual Report] Notes to Consolidated Financial Statements For the Periods Ended December 30, 1995 (1995), December 31, 1994 (1994) and January 1, 1994 (1993) (1) SUMMARY OF ACCOUNTING POLICIES Significant accounting policies followed by the Banta Corporation (the "Corporation") in maintaining financial records and preparing financial statements are: Business - The Corporation operates in a single business segment - printing services. Customers, which are primarily located throughout the United States, are granted credit on an unsecured basis. No one customer accounted for more than 10% of consolidated sales during 1995, 1994 or 1993. Year-end - The Corporation's operating year ends on the Saturday closest to December 31. The years 1995, 1994 and 1993 ended December 30, 1995, December 31, 1994 and January 1, 1994, 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. Earnings Per Share of Common Stock - Net earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares and common equivalent shares related to the assumed exercise of stock options. Average common and common equivalent shares for computation of earnings per share were 30,624,134, 30,365,840 and 30,219,567 in 1995, 1994 and 1993, respectively. Recognition of Sales - In accordance with trade practices of the printing industry, sales are recorded by the Corporation primarily upon completion of manufacturing. Substantially all such sales are produced to customer specifications, therefore, the Corporation has no material amounts of finished goods inventory. 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 No. 52. Foreign currency translation gains and losses were insignificant in 1995. 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 $11,128,000 in 1995, $7,588,000 in 1994 and $6,547,000 in 1993 of which $1,237,000, $1,686,000 and $1,201,000 was capitalized in 1995, 1994 and 1993, respectively. Cash and Short-term Investments - 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. Inventories - Approximately 36% and 49% of total inventories in 1995 and 1994, respectively, and the majority of the Corporation's inventories used in its printing operations, are accounted for at cost, determined by 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 year-end are as follows: Dollars in thousands 1995 1994 Raw materials and supplies $ 44,815 $37,106 Work-in-process and finished goods 34,789 35,531 -------- ------- FIFO value (current cost) of all inventories 79,604 72,637 Excess of current cost over carrying value of LIFO inventories (8,854) (4,840) -------- ------- Net inventories $ 70,750 $67,797 ======== ======= During 1995, inventory quantities were reduced in certain printing facilities. These reductions resulted in liquidations of LIFO inventory layers carried at lower costs which prevailed in prior years. The effect of these liquidations was to decrease cost of goods sold by $1,915,000. Plant and Equipment - Plant and equipment (including major renewals and betterments) are carried at cost and depreciated by ratable charges 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. Income Taxes - Deferred tax liabilities and assets are determined based on the difference between the financial statement 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. Cost in Excess of Net Assets of Businesses Acquired - Cost in excess of net assets of businesses acquired ("goodwill") is amortized and charged against operations on a straight-line method over periods of 25 to 40 years. The realizability of goodwill is evaluated annually based upon the undiscounted earnings of the businesses acquired compared with the unamortized amount of goodwill. Accumulated amortization of goodwill was $4,719,000 and $3,807,000 as of December 30, 1995, and December 31, 1994, respectively. Derivative Financial Instruments - The Corporation occasionally utilizes interest rate swaps and foreign currency forward exchange contracts to hedge specific interest rate and foreign currency exposures. These derivative financial instruments are not used for trading purposes. The Corporation was party to no material derivative financial instrument contracts in 1995, 1994 and 1993. 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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. Long-Lived Assets - In March 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 standard 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. Stock-Based Compensation - In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." The Corporation intends to adopt this standard in 1996 by making the required footnote disclosures only. Therefore, the adoption of this standard is not expected to have an effect on the Corporation's financial position or results of operations. (2) ACQUISITIONS Acquisition of B.G. Turnkey Services Limited - In October 1995, the Corporation acquired 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 primarily from facilities located in Ireland, Scotland and The Netherlands. B.G. Turnkey reported sales for 1994 of approximately $160 million. The purchase price consisted of 236,765 shares of the Corporation's common stock and approximately $21 million of the Corporation's debentures which were called and prepaid in December 1995. The payment of these debentures is classified as cash used for acquisitions in the Statement of Cash Flows. The Corporation also paid $3.2 million to former shareholders of B.G. Turnkey in exchange for a covenant not to compete. The purchase price plus the liabilities assumed exceeded the fair value of the tangible assets and identified intangible assets purchased by a preliminary estimate of $12.2 million. The final adjustments to the purchase price are not expected to be significant. This acquisition was accounted for as a purchase and accordingly, the accompanying financial statements include B.G. Turnkey's results beginning with the acquisition date. Acquisition of United Graphics Inc. - In August 1994, the Corporation acquired the outstanding shares of United Graphics Inc. ("UGI") for approximately $9.5 million in cash and a $1.5 million note. The purchase price plus the liabilities assumed exceeded the fair value of the tangible and identified intangible assets purchased by $7.2 million. The Corporation also paid $4 million to former shareholders of UGI in exchange for covenants not to compete. UGI reported sales for its most recent fiscal year prior to the acquisition of approximately $28 million. This acquisition was accounted for as a purchase and accordingly, the accompanying financial statements include UGI's results beginning with the acquisition date. Acquisition of Danbury Printing & Litho, Inc. - In March 1994, the Corporation purchased substantially all of the assets of Danbury Printing & Litho, Inc. ("Danbury"). The purchase price of $16.3 million in cash plus the assumption of selected liabilities was equal to the fair value of the assets acquired. Danbury reported sales of approximately $35 million in 1993. This acquisition was accounted for as a purchase and accordingly, the accompanying financial statements include Danbury's results beginning with the acquisition date. Other Acquisitions - During 1995, the Corporation purchased Applied Technology Corporation, which serves the single-use health care market, and New Frontiers Information Corporation, which provides customers with online solutions for distributing catalogs and direct marketing materials via the Internet's World Wide Web. The combined purchase price for these two acquisitions was $9.0 million. (3) NOTES PAYABLE The Corporation generally obtains short-term financing through the issuance of commercial paper and unsecured notes to banks. At December 30, 1995, the Corporation had no such borrowings outstanding. At December 31, 1994, the Corporation had outstanding commercial paper and unsecured notes aggregating $44,351,000 and $11,650,000, respectively, at a weighted average interest rate of 6.19%. The average outstanding borrowings during 1995 and 1994 were $19.4 million and $26.0 million, respectively. The weighted-average interest rates on such borrowings during 1995 and 1994 were 6.12% and 4.89%, respectively. At December 30, 1995, the Corporation had lines of credit available totaling $68.2 million, none of which were in use. Of this total, $65.0 million represents a credit facility made available by three banks which can be used to support both commercial paper and unsecured notes. (4) LONG-TERM DEBT Long-term debt, including amounts payable within one year, consists of the following: Dollars in thousands 1995 1994 6.81% Promissory Notes payable in annual installments of $5 million from 2004 through 2010, interest payable semi-annually $ 35,000 $ - 7.62% Promissory Note payable in semi-annual installments of $1,190,000 from 1999 through 2009, interest payable quarterly 25,000 25,000 7.98% Promissory Notes payable in semi-annual installments of $1,190,000 from 2000 through 2010, interest payable quarterly 25,000 - 9.53% Promissory Note payable in annual installments of $1,818,000 from 1996 through 2005, interest payable semi-annually 18,182 20,000 7.38% Promissory Notes payable in annual installments of $1,364,000 from 2005 through 2015, interest payable quarterly 15,000 - 10.11% Promissory Note payable in annual installments of $2,500,000 from 1996 through 1998 and $1,500,000 in 1999, interest payable quarterly 9,000 11,000 8.58% Promissory Notes payable in 1996, interest payable quarterly 2,175 4,312 Notes Payable and Capital Lease Obligations, generally fixed rates of interest, 6.5% to 9.8% due in installments through 2001 4,089 6,205 Industrial Revenue Bonds: Floating rates of interest, approximating 80% of the prime rate, due in installments through 2015 6,900 7,050 Fixed rate of interest at 5.8% to 7.5% due in installments through 2002 2,460 2,600 ------- ------- 142,806 76,167 Less current maturities 7,853 8,333 ------- ------- Long-term debt $134,953 $ 67,834 ======= ======= Maturities of long-term debt during the next five years are: 1996, $7,853,000; 1997, $5,518,000; 1998, $5,987,000; 1999, $7,803,000; and 2000, $7,154,000. Industrial Revenue Bonds aggregating $2,660,000 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 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 net worth at any time and is required to be free of all such obligations in excess of 12.5% of consolidated net worth for 60 consecutive days each year. The agreements also contain limitations on leases and ratable security on certain types of liens. One of the Promissory Note agreements contains covenants which restrict the payment of dividends. As of December 30, 1995, $94,398,000 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 30, 1995, including current maturities, was $154,096,000. (5) STOCK AND INCENTIVE PROGRAMS FOR MANAGEMENT EMPLOYEES The Corporation has a Management Incentive Award Plan which provides for the payment of cash awards or bonuses to officers and other key employees with respect to any year in which the Corporation and its operating units achieve specified objectives. Awards under the plan were $2,799,000 in 1995, $2,770,000 in 1994 and $2,710,000 in 1993. The Corporation also has a Long-term Incentive Plan which provides for payment of cash awards to key officers and executives of the Corporation upon achievement of specified objectives over three-year performance periods. Awards under the plan were $511,000 for the 1993 to 1995 performance period, $609,000 for the 1992 to 1994 performance period and $530,000 for the 1991 to 1993 performance period. At December 30, 1995, the Corporation had options outstanding or available for grant under several stock option plans - the 1995 Equity Incentive Plan, the 1991 Stock Option Plan and the 1987 Nonstatutory Stock Option Plan. Options may no longer be granted under the 1987 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 grant. Options granted under the 1987 plan and the 1991 plan may be exercised up to five years after the date of grant. Options granted under the 1995 plan may be exercised up to 10 years from the date of the grant. The plans permit participants to use option shares for the purpose of offsetting income tax liabilities incurred upon the exercise of stock options. The terms of the 1995 and 1991 Plans allow for grants of either Incentive Stock Options or Nonstatutory Stock Options. The 1995 and 1991 Plans include provisions which authorize options to be granted to non- employee Directors. The following table summarizes activity under the stock option plans: Options Price Range Outstanding at January 2, 1993 1,512,682 $9 5/8 - $16 5/8 Granted 334,875 18 1/4 - 23 3/8 Exercised (269,020) 9 5/8 - 16 5/8 Canceled or expired (4,557) 9 5/8 - 11 3/8 --------- Outstanding at January 1, 1994 1,573,980 9 5/8 - 23 3/8 Granted 421,950 20 5/8 - 24 1/8 Exercised (280,331) 9 5/8 - 21 7/8 Canceled or expired (44,119) 11 3/8 - 23 3/8 --------- Outstanding at December 31, 1994 1,671,480 9 5/8 - 24 1/8 Granted 468,300 20 1/8 - 29 1/2 Exercised (419,313) 9 5/8 - 23 3/8 Canceled or expired (8,437) 20 5/8 - 23 3/8 --------- Outstanding at December 30, 1995 1,712,029 $11 1/8 - $29 1/2 ========= Of the options outstanding at December 30, 1995, 833,142 were exercisable at prices ranging from $111/8 to $24 1/8. The balance of the options become exercisable at various times through 1998 at prices ranging from $20 5/8 to $29 1/2. At December 30, 1995, 1,333,464 shares of the Corporation's common stock were reserved for future option grants. During 1995, 1994 and 1993, 124,078, 86,090 and 64,068 shares, respectively, were submitted to the Corporation in partial payment for stock option exercises and to offset income tax liabilities. These shares were canceled by the Corporation. (6) CAPITAL STOCK In January 1996, the Corporation's Board of Directors approved a three- for-two stock split to be effected in the form of a 50% stock dividend, which will be paid in March 1996. All common stock per share amounts and common stock data, other than the actual shares outstanding, have been restated in the consolidated financial statements and throughout the Annual Report to reflect the stock split. In April 1993, the Corporation distributed a three-for-two stock split effected in the form of a 50% stock dividend, following the action of the shareholders increasing the authorized shares of common stock from 30,000,000 shares to 75,000,000 shares. The par value of the additional shares issued was capitalized by a transfer of $662,000 from retained earnings to common stock. The Corporation has been authorized by the Board of Directors to purchase up to 1,500,000 shares of outstanding common stock in the open market. As of December 30, 1995, no shares of the Corporation's stock had been repurchased under this program. Pursuant to the Corporation's Shareholder Rights Plan, 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 $40 per share (equivalent to $20 per one-half share), subject to adjustment. The rights will become exercisable if a person or group acquires 20% or more of the Corporation's common stock or announces a tender offer for 20% or more of the common stock. Upon the occurrence of certain events, including a person, or group, acquiring 20% 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 one cent per right at any time prior to the rights becoming exercisable or prior to their expiration in November 2001. (7) 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 $7,661,000, $5,261,000 and $3,199,000 in 1995, 1994 and 1993, respectively. Minimum rental commitments for the years 1996 through 2000 aggregate $8,010,000, $7,202,000, $6,717,000, $4,753,000 and $4,331,000, respectively, and $25,385,000 thereafter. (8) EMPLOYEE BENEFIT PLANS Pension 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. A Non-qualified Supplemental Retirement Plan is not funded. Total pension expense, including multiemployer and union sponsored plans for 1995, 1994 and 1993 was $4,941,000, $5,204,000 and $4,370,000 respectively. Net periodic pension cost for the Corporation-sponsored qualified and supplemental plans, was as follows: Dollars in thousands Qualified Plans Supplemental Plan 1995 1994 1993 1995 1994 1993 Service cost-benefits earned during the year $2,651 $3,039 $2,598 $131 $200 $119 Interest cost on projected benefit obligation 4,220 4,022 3,669 301 249 184 Actual return on plan assets, net of unrecognized gains (losses) of $12,038,000, ($4,564,000) and $2,671,000 in 1995, 1994 and 1993, respectively (4,373) (3,773) (3,415) - - - Net amortization (113) (427) (427) 97 107 54 ------ ------ ------ ------ ----- ----- Net pension expense $ 2,385 $ 2,861 $2,425 $ 529 $ 556 $ 357 ====== ====== ====== ====== ===== ===== Significant assumptions used in determining net pension expense for the Corporation's plans are as follows: Qualified Plans Supplemental Plan 1995 1994 1993 1995 1994 1993 Discount rate 8.5% 7.5% 8.0% 8.5% 7.5% 8.0% Expected rate of increase in compensation 5.0 5.0 5.0 5.0 5.0 5.0 Expected long-term rate of return on plan assets 8.5 8.5 8.5 - - - All of the Corporation's plans, except the Supplemental Plan, have assets in excess of the accumulated benefit obligation. Plan assets 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 assumed discount rates of 7.25% and 8.5% for 1995 and 1994, respectively: Dollars in thousands Qualified Plans Supplemental Plan 1995 1994 1995 1994 Projected benefit obligation: Vested benefits $ 48,468 $ 38,565 $ 2,859 $ 2,505 Non-vested benefits 4,205 4,119 580 2 ------ ------ ------ ------ Accumulated benefit obligation 52,673 42,684 3,439 2,507 Effect of projected future compensation levels 14,097 8,910 1,707 842 ------ ------ ------ ------- 66,770 51,594 5,146 3,349 Plan assets at fair value 73,076 56,254 - - ------ ------ ------ ------- Plan assets (in excess of) less than projected benefit obligation (6,306) (4,660) 5,146 3,349 Unrecognized net gain (loss) 6,582 5,054 (2,437) (982) Adjustment required to recognize minimum liability - - 866 302 Unrecognized net asset (obligation) being amortized over 16 years 2,671 3,099 (136) (162) ------ ------ ------ ------- Accrued pension cost $ 2,947 $ 3,493 $ 3,439 $ 2,507 ====== ====== ====== ======= Approximately 54% of the Corporation's non-salaried employees are covered by multiemployer union sponsored, collectively bargained defined benefit pension plans. Pension expense includes $2,027,000, $1,787,000 and $1,588,000 in 1995, 1994 and 1993, respectively, attributable to the multiemployer plans. These costs are determined in accordance with the provisions of negotiated labor contacts. Postretirement Health Care Costs - The Corporation and its subsidiaries provide non-contractual limited health care benefits for certain retired employees. The program provides for defined initial contributions by the Corporation toward the cost of postretirement health care 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. Effective January 3, 1993, the Corporation adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions." In connection with the adoption of this statement, the Corporation elected to amortize the accumulated postretirement benefit obligation (transition obligation), aggregating $5,088,000 as of January 3, 1993, over a 20-year period. The following table sets forth the plan's status at December 30, 1995, and December 31, 1994: Dollars in thousands 1995 1994 Accumulated postretirement benefit obligation: Retirees $ 2,512 $2,477 Other active plan participants 4,477 3,001 Fully eligible active plan participants 776 439 ------- ----- 7,765 5,917 Unrecognized transition obligation (4,328) (4,582) Unrecognized net (loss) gain (614) 563 ------- ------ Accrued postretirement benefit cost $ 2,823 $ 1,898 ======= ====== The net periodic postretirement benefit cost for 1995, 1994 and 1993 included the following components: Dollars in thousands 1995 1994 1993 Service cost - benefits attributed to service during the year $ 423 $ 468 $ 385 Interest cost on accumulated postretirement benefit obligation 476 456 400 Amortization of transition obligation 247 254 254 ----- ----- ---- Net periodic postretirement benefit cost $ 1,146 $ 1,178 $ 1,039 ===== ===== ===== The discount rate used in determining the accumulated postretirement benefit obligation was 7.25% and 8.50% at December 30, 1995, and December 31, 1994, respectively. Due to the terms of the Corporation's postretirement health care program, assumed health care cost rate trends do not affect the Corporation's costs. Other Benefits - The Corporation has established an Incentive Savings Plan (401K) for substantially all of its non-bargained employees. Employee contributions are partially matched by the Corporation in accordance with criteria set forth in the plan. Matching contributions charged to earnings for 1995, 1994 and 1993 were $2,148,000, $1,467,000 and $1,311,000, respectively. (9) 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. (10) INCOME TAXES The provision for income taxes consists of the following: Dollars in thousands 1995 1994 1993 Current Federal $25,225 $24,603 $21,313 State 5,564 5,066 4,720 Foreign 276 - - ------ ------ ------ 31,065 29,669 26,033 Tax impact of option exercises 2,122 1,372 1,188 Deferred 2,313 459 479 ------ ------ ------ Provision for income taxes $35,500 $31,500 $27,700 ====== ====== ====== Below is a reconciliation of the statutory federal income tax rate and the effective income tax rate: Dollars in thousands 1995 1994 1993 Statutory federal tax rate 35.0% 35.0% 35.0% State and local income taxes, less applicable federal tax benefit 4.3 4.4 4.5 Adjustment to deferred taxes resulting from federal tax rate increase - - .3 Other, net .6 .6 .5 ---- ---- ---- Effective income tax rate 39.9% 40.0% 40.3% ==== ==== ==== The components of the net deferred tax liability as of December 30, 1995, and December 31, 1994, were as follows: Dollars in thousands 1995 1994 Deferred tax liabilities: Accelerated depreciation and capitalized interest $ 28,466 $25,583 Other 184 1,711 ------ ------ Total deferred tax liabilities 28,650 27,294 ------ ------ Deferred tax assets: Accrued liabilities (8,614) (9,024) Accrued pension cost (2,226) (2,424) Deferred compensation (2,234) (2,038) Reserve for uncollectible accounts (1,285) (1,766) Other (2,957) (884) ------- ------- Total deferred tax assets (17,316) (16,136) ------- ------- Net deferred tax liability $11,334 $11,158 ======= ======= No United States deferred taxes have been provided on the undistributed foreign subsidiary earnings which aggregated $1,304,000 at December 30, 1995, and are considered permanently invested. The non-United States component of income before income taxes was $1,580,000 in 1995. The net deferred tax liability is classified in the December 30, 1995, and December 31, 1994, balance sheets as follows: Dollars in thousands 1995 1994 Non-current deferred income taxes $ 20,785 $ 19,218 Current deferred income taxes (9,451) (8,060) ------- ------- Net deferred tax liability $ 11,334 $ 11,158 ======= ======= (11) FOREIGN OPERATIONS Summarized data for the Corporation's European operations for 1995, which consist entirely of the B.G. Turnkey operations, are as follows: Dollars in thousands 1995 Net sales $54,638 Earnings from operations 1,654 Identifiable assets 66,147 There are no significant transactions between the Corporation's domestic and European operations. [Page 35 of the Annual Report] 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 30, 1995 and December 31, 1994, 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 30, 1995. 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 generally accepted auditing standards. 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 30, 1995 and December 31, 1994, and the results of their operations and their cash flows for each of the fiscal years in the three-year priod ended December 30, 1995, in conformity with generally accepted accounting principles. Arthur Andersen LLP Milwaukee, Wisconsin, January 30, 1996. 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. Their audits were made in accordance with generally accepted auditing standards 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. [Page 36 of the Annual Report] Unaudited Quarterly Financial Information The following table presents financial information by quarter for the years 1995 and 1994. Dollars in thousands (except per share data) Quarter Ended Quarter Ended Quarter Ended Quarter Ended March June September December 1995 1994 1995 1994 1995 1994 1995 1994 Net sales $232,954 $187,464 $235,346 $185,831 $249,267 $207,735 $305,083 $230,300 Gross earnings 46,689 41,064 53,105 46,066 55,743 47,595 57,462 51,536 Net earnings 11,002 9,565 12,758 11,957 15,474 13,310 14,321 12,396 Net earnings per share of common stock .36 .32 .42 .39 .51 .44 .46 .41 Per share amounts have been adjusted for three-for-two stock split distributed in March 1996. Dividend Record and Market Prices Per Share of Common Stock First Second Third Fourth Entire Quarter Quarter Quarter Quarter Year 1995 dividends paid $ .0925 $ .0925 $ .0925 $ .0925 $ .37 Price range: High $ 22 1/2 $ 23 5/8 $ 28 3/4 $ 30 1/8 $ 30 1/8 Low 19 21 1/2 21 1/8 25 3/4 19 1994 dividends paid $ .0875 $ .0875 $ .0875 $ .0875 $ .35 Price range: High $ 25 5/8 $ 24 3/8 $ 23 3/8 $ 22 5/8 $ 25 5/8 Low 22 21 1/8 20 3/4 18 18 Per share amounts have been adjusted for three-for-two stock split distributed in March 1996. Banta Corporation is included in the NASDAQ National Market List and the symbol is BNTA. The stock prices listed above are the high and low trades. As of January 31, 1996, the Corporation had 2,496 shareholders of record.