SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Commission file number 1-5064
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JOSTENS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 41-0343440
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
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(Address of principal executive offices) (Zip Code)
612-830-3300
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(Registrant's telephone number including area code)
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(Former name, address and fiscal year, if changed since last report)
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
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THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S ONLY CLASS OF COMMON STOCK
ON NOVEMBER 7, 1996 WAS 38,665,294.
1
JOSTENS, INC.
INDEX
Part I. Financial Information
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Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of September 30, 1996 and 1995
and June 30, 1996
Condensed Consolidated Statements of Income for the Three Months Ended
September 30, 1996 and 1995
Condensed Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 1996 and 1995
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II. Other Information
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Item 6. Exhibits and Reports on Form 8-K
Signatures
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2
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per-share data)
(Unaudited)
September 30, June 30,
---------------------- ---------
1996 1995 1996
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CURRENT ASSETS:
Cash and short-term investments $ 859 $ 2,356 $ 13,307
Accounts receivable 109,151 103,547 130,159
Inventories:
Finished products 28,411 24,315 20,147
Work-in-process 15,770 39,085 29,175
Materials and supplies 49,912 35,438 29,646
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94,093 98,838 78,968
Deferred income taxes 14,832 17,845 14,832
Prepaid expenses 2,223 3,245 1,833
Other receivables 23,980 24,709 12,241
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245,138 250,540 251,340
OTHER ASSETS:
Intangibles 27,861 30,558 28,332
Note receivable 12,925 18,969 12,925
Deferred income taxes 11,374 15,590 11,374
Other 15,054 25,707 12,966
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67,214 90,824 65,597
PROPERTY AND EQUIPMENT 190,176 188,794 188,251
Accumulated depreciation (124,210) (120,873) (121,214)
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65,966 67,921 67,037
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$ 378,318 $ 409,285 $ 383,974
========= ========= =========
CURRENT LIABILITIES:
Notes payable $ 165,441 $ 125,001 $ 27,587
Current maturities on long-term debt 25 355 50,025
Accounts payable 14,836 18,694 16,276
Salary, wages, and commissions 22,802 17,797 54,303
Customer deposits 22,075 22,826 37,608
Other liabilities 12,753 34,040 29,342
Income taxes 3,558 12,864 27,322
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241,490 231,577 242,463
LONG-TERM DEBT 3,864 53,890 3,874
OTHER NON-CURRENT LIABILITIES 16,089 18,966 15,836
SHAREHOLDERS' INVESTMENT:
Preferred shares, $1.00 par value:
Authorized 4,000 shares, none issued - - -
Common shares, $.33 1/3 par value:
Authorized 100,000 shares
Issued - 38,662, 38,563
and 38,653 shares, respectively 12,887 12,854 12,884
Capital surplus 1,409 38 1,316
Retained earnings 105,850 95,880 110,872
Foreign currency translation (3,271) (3,920) (3,271)
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116,875 104,852 121,801
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$ 378,318 $ 409,285 $ 383,974
========= ========= =========
See notes to condensed consolidated financial statements
3
JOSTENS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per-share data)
Three Months Ended
September 30,
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1996 1995
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NET SALES $105,399 $97,754
Cost of products sold 60,847 45,800
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44,552 51,954
Selling and administrative expenses 51,155 47,892
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OPERATING INCOME (LOSS) (6,603) 4,062
Net interest expense (income) 1,917 (198)
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(8,520) 4,260
Income taxes (3,493) 1,747
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NET INCOME (LOSS) $ (5,027) $ 2,513
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EARNINGS (LOSS) PER COMMON SHARE $ (0.13) $ 0.06
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Average shares outstanding 38,656 43,760
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Dividends declared per common share $ - $ -
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See notes to condensed consolidated financial statements
4
JOSTENS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
September 30,
------------------------
1996 1995
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OPERATING ACTIVITIES
Net income (loss) $ (5,027) $ 2,513
Depreciation and amortization 4,576 4,395
Changes in assets and liabilities (88,138) (121,302)
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(88,589) (114,394)
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INVESTING ACTIVITIES
Capital expenditures (3,299) (4,124)
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FINANCING ACTIVITIES
Short-term borrowing 137,854 125,001
Payment of notes (50,010) (9)
Share repurchase - (169,332)
Cash dividends (8,500) (10,025)
Other 96 1,770
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79,440 (52,595)
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DECREASE IN CASH AND SHORT-TERM INVESTMENTS $(12,448) $(171,113)
======== =========
See notes to condensed consolidated financial statements
5
JOSTENS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.
Because of the seasonal nature of the Company's business, the results of
operations for the three months ended September 30, 1996, are not necessarily
indicative of the results for the entire year ending June 30, 1997.
Certain fiscal 1996 balances have been reclassified to conform to the fiscal
1997 presentation.
For further information, refer to the consolidated financial statements and
footnotes in the Company's annual report on Form 10-K for the year ended June
30, 1996.
INVENTORIES AND COST OF PRODUCTS SOLD
The Company implemented a new inventory cost accounting system in July 1996
which provides more precise, detailed performance information by product within
each line. The new system results in a more accurate valuation of inventories
and recording of cost of products sold during interim quarters consistent with
the manner used to value inventory at year end. The use of this more precise
interim information will have no effect on annual results. However, gross
profits reported during the first two quarters of the year are anticipated to be
lower than those that would have been reported using the prior method, with an
equivalent positive effect in the third and fourth quarters. The new inventory
cost accounting system contributed to an estimated 9.3% decline in gross
profits, as a percentage of sales, and an estimated $.15 decline in earnings per
share in the first quarter of fiscal 1997.
FISCAL YEAR
In October 1996, the Company's board of directors authorized a change in the
Company's fiscal year from a June 30 year-end to a calendar year-end effective
January 1, 1997, provided all regulatory approvals are obtained. The Company
believes that a calendar year-end will enable better planning and internal
management of its businesses. If regulatory approval is received, the Company
intends to file a Form 10-K for the six month transition period beginning
July 1, 1996, and ending December 31, 1996.
6
INCOME TAXES
The Company provides for income taxes in interim periods based on the effective
income tax rate for the complete fiscal year. The effect of the October approval
to change the Company's fiscal year combined with the implementation of a new
inventory cost accounting system will cause the effective tax rate for the
entire six-month transition period to substantially increase above the first
quarter rate of 41%. A reasonable estimate of this rate cannot be made at this
time because of the significant impact that permanent differences have on the
seasonally-low levels of pre-tax earnings for the six months ending
December 31, 1996. The effective income tax rate for the entire twelve-month
period beginning January 1, 1997, is expected to return to a rate comparable
with previous twelve-month periods.
SHARE REPURCHASE
In September 1995, the Company repurchased 7,011,108 shares of its common stock,
the maximum number of shares available for purchase, for $24 per share, or
$169.3 million, through a Modified Dutch Auction tender offer. The repurchase
was funded from the Company's cash and short-term investment balance, as well as
short-term borrowings.
EARNINGS PER COMMON SHARE
Earnings per common share have been computed by dividing net income by the
average number of common shares outstanding. The impact of any additional
shares issuable upon exercise of dilutive stock options is not material.
DIVIDENDS
The first quarter dividend, declared in October, was $.22 for fiscal 1997 and
1996. Cash dividends paid in the first quarter of fiscal 1997 relate to the
fourth quarter of fiscal 1996.
SUBSEQUENT EVENT
In conjunction with JLC's efforts to raise additional equity capital for ongoing
cash requirements, JLC requested that the Company restructure its interests in
JLC. On November 8, 1996, the Company restructured terms of its $36 million,
unsecured, subordinated note from JLC in conjunction with a third party equity
infusion into JLC. Terms of the restructuring resulted in the exchange of the
$36 million unsecured, subordinated note and accrued interest for a new $57.2
million unsecured, subordinated note maturing on June 29, 2003, with a stated
interest rate of 6 percent and rights to early redemption discounts. The early
redemption discounts, exercisable only in whole at JLC's option, adjust
periodically and range from a 70 percent discount on the face value if redeemed
by December 31, 1996, to 40 percent if redeemed by March 31, 2003. This
restructuring has no impact on the net carrying value of Jostens' investment in
JLC. The Company believes that such carrying value is not impaired based on
current facts and circumstances.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Accounts receivable were down $21.0 million from June 30, 1996, due to
collections of June balances and seasonally lower sales in the 1997 first
quarter, which historically has the smallest sales volume of the year. Accounts
receivable were up $5.6 million from September 30, 1995, primarily due to an
increase in sales, partially offset by the timing of collections.
Inventories increased $15.1 million from June 30, 1996, due to the seasonality
of the business. The decrease in inventories of $4.7 million from September 30,
1995, is primarily attributable to the new inventory cost accounting system and
the earlier shipment of fall yearbooks in the first quarter, partially offset by
inventory buildups in the Graduation Products line of business (see further
discussion regarding the impact of the new inventory cost accounting system in
the "Results of Operations" section).
Other receivables increased from $12.2 million at June 30, 1996, to $24.0
million at September 30, 1996, due to the Company's seasonality of sales. The
balance represents receivables from sales representatives, who historically are
in overdraft positions in the first quarter due to the payment of draws, prior
to commissions being earned.
Other, under the "Other Assets" category, decreased from $25.7 million at
September 30, 1995, to $15.1 million at September 30, 1996, primarily due to the
collection of a $13.9 million receivable from JLC related to payments made by
Jostens on behalf of JLC as part of an administrative service agreement. JLC had
been reimbursing Jostens for continuing to provide certain administrative
services such as payroll and benefits processing through December 31, 1995.
The current maturities on long-term debt balance of $50 million at June 30, 1996
was paid in August, 1996, with proceeds generated from short-term borrowings.
Salaries, wages and commissions payable decreased from $54.3 million at June 30,
1996, to $22.8 million at September 30, 1996. The majority of the decrease was
attributable to the seasonality of the business and the timing of commission
payments. Commissions accrued at year end were paid in the first quarter while
fewer commissions were earned in the first quarter to replenish the balance. The
$5 million increase from the September 30, 1995 balance was primarily
attributable to increased commissions in the school products businesses related
to increased sales volumes versus the comparable prior-year period.
Customer deposits decreased $15.5 million from June 30, 1996, primarily due to
shipments of fall yearbooks ordered the previous spring.
Other, under the "Current Liabilities" category, decreased $16.6 million and
$21.3 million from the June 30, 1996 and September 30, 1995, balances,
respectively. The $16.6 million decline from June 30, 1996, primarily relates to
dividends accrued in fiscal 1996 and paid in the first quarter of fiscal 1997
($8.5 million) and scheduled payments made against accruals established for the
JLC transaction and previous years' restructurings ($3.4 million). The decrease
from the previous year of $21.3 million is attributable to scheduled payments
made against accruals established for the JLC transaction and prior years'
restructuring accruals.
Income taxes payable decreased $23.8 million from June 30, 1996, due to fiscal
1996 tax payments made in the first quarter of fiscal 1997.
Capital expenditures through September 30, 1996, were $3.3 million,
approximately $.8 million lower than the comparable period in fiscal 1996.
Major projects in process include upgrading certain printing and photography
technology and replacing school products, recognition and corporate management
information systems.
8
Net proceeds from the sale of discontinued operations generated a strong cash
position and eliminated the need for short-term borrowings in fiscal 1995 and
early fiscal 1996. However, the Company returned to its typical need for
seasonal short-term borrowings in fiscal years 1996 and 1997 following the
September 1995 share repurchase. Because most of the Company's sales volume
occurs in the second and fourth quarters, Jostens usually requires interim
financing of inventories and receivables. To provide the necessary financing,
the Company entered into a $150 million, five-year bank credit agreement in
fiscal 1996. In addition, the Company continues to maintain unsecured demand
facilities with three banks totaling $80 million. Credit available at September
30, 1996, under the bank credit agreement and unsecured demand facilities was
$4.6 million and $60 million, respectively.
Management believes that the cash expected to be generated from operating
activities, together with credit available under the bank credit agreement and
unsecured demand facilities will be sufficient to fund planned capital
expenditures, dividends and buildups of inventories and accounts receivable in
fiscal 1997.
9
RESULTS OF OPERATIONS
Net sales for the three months ended September 30, 1996, were $105.4 million
representing an increase of $7.6 million, or 7.8%, over the comparable prior-
year period. The sales improvement primarily related to increased yearbook and
graduation product sales in the Company's school products businesses where
efficiency gains enabled plants to more quickly produce and deliver product in
the first quarter.
Cost of products sold was $60.8 million for the current quarter compared with
$45.8 million for the year-earlier period. Costs as a percentage of sales were
57.7%, compared with 46.9% in the same period last year. The higher costs were
attributable to the July 1996 implementation of a new inventory cost accounting
system, which provides more precise, detailed performance information by product
within each line. The new system enables a more accurate valuation of
inventories and permits the recording of cost of products sold during interim
quarters consistent with the manner used to value inventory at year end.
Although the new cost accounting system will not have an effect on annual
results, it did contribute to an estimated 9.3% decline in gross profits, as a
percentage of sales, and an estimated $.15 decline in earnings per share in the
first quarter of fiscal 1997.
Since a significant percentage of the Company's sales are in the school
business, and with schools not in session for most of the quarter, the first
three months have the smallest sales volume of the year. Therefore, amounts
reported for the three months ended September 30, 1996, vary significantly from
the results for the fourth quarter of the previous fiscal year. While the first
quarter typically has low volume, selling and administrative expenses are not
reduced correspondingly since they are geared toward future sales.
Selling and administrative expenses were $51.2 million for the quarter, a 6.8%
increase over the same period last year. The higher costs reflect increased
commission expense in the school products businesses due to increased sales.
Net interest expense in the first quarter of fiscal 1997 approximated $1.9
million compared with $200,000 of net interest income in the comparable prior-
year period. The increase in net interest expense correlates with the Company's
return to interim financing of operations and inventories through the issuance
of short-term commercial paper included in the condensed consolidated balance
sheets as "notes payable."
SALE OF JOSTENS LEARNING CORPORATION
In June 1995, the Company sold its JLC curriculum software subsidiary to a group
led by Bain Capital, Inc. for $50 million in cash; a $36 million unsecured,
subordinated note maturing in eight years with a stated interest rate of 11
percent; and a separate $4 million note with a stated interest rate of 8.3
percent convertible into 19 percent of the equity of Jostens Learning, subject
to dilution in certain events. The notes were recorded at fair value, using an
estimated 20 percent discount rate on the $36 million note, resulting in a
discount of $9.9 million.
As part of the transaction, the Company also agreed to pay $13 million over two
years to fund certain JLC existing liabilities; $11.7 million has been paid
through September 30, 1996. The remaining $1.3 million is accrued as part of
other accrued liabilities and is expected to be paid in the current fiscal year.
In October 1995, the Company sold its Wicat Systems business to Wicat
Acquisition Corp., a private investment group. Wicat Systems was the small,
computer-based aviation training subsidiary of JLC that was retained in the
sale of JLC, but held for sale. The Company received $1.5 million in cash plus a
promissory note for $150,000 from the sale. The Company treated Wicat Systems as
a discontinued operation in June 1995, pending the sale of the business.
10
A transaction gain of $11.1 million ($5.8 million after tax) was originally
recorded at the time of the JLC sale and deferred in accordance with accounting
rules relating to the sale of a business to a highly leveraged entity. In the
second quarter of fiscal 1996 the deferred gain increased as a result of the
sale of Wicat ($5.3 million) and some accrual settlements ($.8 million). The
adjusted $17.2 million gain ($9.7 million after tax) will be deferred until cash
flows from the operating activities of JLC are sufficient to fund debt service,
dividend or any other covenant requirements. The deferred gain is presented in
the condensed consolidated balance sheets as an offset to notes receivable. The
note receivable balance represents amounts owed by JLC related to the sale of
JLC net of a $9.9 million discount and the deferred gain.
In conjunction with JLC's efforts to raise additional equity capital for ongoing
cash requirements, JLC requested that the Company restructure its interests in
JLC. On November 8, 1996, the Company restructured terms of its $36 million,
unsecured, subordinated note from JLC in conjunction with a third party equity
infusion into JLC. Terms of the restructuring resulted in the exchange of the
$36 million unsecured, subordinated note and accrued interest for a new $57.2
million unsecured, subordinated note maturing on June 29, 2003, with a stated
interest rate of 6 percent and rights to early redemption discounts. The early
redemption discounts, exercisable only in whole at JLC's option, adjust
periodically and range from a 70 percent discount on the face value if redeemed
by December 31, 1996, to 40 percent if redeemed by March 31, 2003. This
restructuring has no impact on the net carrying value of Jostens' investment in
JLC. The Company believes that such carrying value is not impaired based on
current facts and circumstances.
FISCAL YEAR
In October 1996, the Company's board of directors authorized a change in the
Company's fiscal year from a June 30 year-end to a calendar year-end effective
January 1, 1997, provided all regulatory approvals are obtained. The Company
believes that a calendar year-end will enable better planning and internal
management of its businesses. If regulatory approval is received, the Company
intends to file a Form 10-K for the six month transition period beginning
July 1, 1996, and ending December 31, 1996.
INCOME TAXES
The effect of the October approval to change the Company's fiscal year combined
with the implementation of a new inventory cost accounting system will cause the
effective tax rate for the entire six-month transition period to substantially
increase above the first quarter rate of 41%. A reasonable estimate of this
rate cannot be made at this time because of the significant impact that
permanent differences have on the seasonally-low levels of pre-tax earnings for
the six months ending December 31, 1996. The effective income tax rate for the
entire twelve-month period beginning January 1, 1997, is expected to return to a
rate comparable with previous twelve-month periods.
SHARE REPURCHASE
In September 1995, the Company repurchased 7,011,108 shares of its common stock,
the maximum number of shares available for purchase, for $24 per share, or
$169.3 million in total, through a Modified Dutch Auction tender offer. The
repurchase was funded from the Company's cash and short-term investment balance,
as well as short-term borrowings.
RESTRUCTURING UPDATE
The Company's restructuring accruals decreased by $700,000 in the first quarter
of fiscal 1997 to $2.0 million at September 30, 1996 due to cash payments of
$400,000 and noncash items of $300,000. The restructuring accruals are expected
to be reduced by $300,000 of noncash items for the remainder of fiscal 1997
while the future cash outlay is estimated to be $1.4 million for the remainder
of 1997 and $300,000 in 1998 and beyond.
11
ENVIRONMENTAL
As part of its continuing environmental management program, the Company is
involved in various environmental improvement activities. As sites are
identified and assessed in this program, the Company determines potential
environmental liability. Factors considered in assessing this liability include,
among others, the following: whether the Company has been designated as a
potentially responsible party, the number of other potentially responsible
parties designated at the site, the stage of the proceedings, and available
environmental technology. When the potential liability amounts are probable and
reasonably estimable, the Company accrues the best estimate available. For
specific sites where only a range of liability is probable and reasonably
estimable and no amount in the range is a better estimate than another, the
Company would accrue the low end of that range. While the Company may have a
right of contribution or reimbursement under insurance policies, amounts that
may be recoverable from other entities by the Company with respect to a
particular site are not considered until recoveries are deemed to be probable.
No assets for potential recoveries have been established as of
September 30, 1996.
The Company also assesses reasonably possible environmental liability beyond
that which has been accrued. This liability is not probable, but is more likely
than remote. The Company systematically reviews all sites and identifies those
requiring further investigation. As of September 30, 1996, three sites remained
under investigation. The potential liability cannot be fully assessed since the
sites are still in various stages of investigation. In addition, the Company
has one other site nearing completion that did not require any accruals as of
September 30, 1996. As of September 30, 1996, the Company has not been
designated as a potentially responsibly party at any site. The amount of
environmental liability that is reasonably possible is in the range of $600,000
to $4.6 million. The amount accrued as of September 30, 1996 with respect to
potential liability is $600,000 and is recorded as part of "other accrued
liabilities." The Company does not expect to incur liabilities at the higher
end of the range based on the limited information currently available.
12
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K: Reports on Form 8-K, dated July 8 and
August 8, 1996, were filed during the first quarter of the year ended
June 30, 1997. The July 8, 1996 report was filed under Item 5 of Form
8-K to discuss the fiscal 1996 earnings estimate and independent sales
force. The August 9, 1996 report was also filed under Item 5 of Form 8-K
to discuss 1996 earnings and the independent sales force.
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.
JOSTENS, INC.
Date November 13, 1996 /s/ Robert C. Buhrmaster
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Robert C. Buhrmaster
President and Chief Executive Officer
/s/ Trudy A. Rautio
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Trudy A. Rautio
Senior Vice President and Chief Financial
Officer
13