1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
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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 0-21730
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STECK-VAUGHN PUBLISHING CORPORATION
- - - --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE I.R.S. NO. 33-0556929
- - - ----------------------------------------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
8701 NO. MOPAC EXPRESSWAY, SUITE 200, AUSTIN, TEXAS 78759-8364
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 512/343-8227
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(FORMER NAME, FORMER ADDRESS AND FORMER 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
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
14,322,455 COMMON STOCK SHARES OUTSTANDING AT APRIL 30, 1996.
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STECK-VAUGHN PUBLISHING CORPORATION
CONSOLIDATED BALANCE SHEETS
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
March 31, December 31, March 31,
(amounts in thousands, except share counts) 1996 1995 1995
--------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,004 $ 10,041 $ 14,862
Marketable securities 1,503 1,748 1,854
Receivables, net of allowance of $403, $468 and $234 12,057 10,909 8,609
Inventories and supplies 20,725 18,099 13,237
Prepaid and deferred marketing expenses 4,678 1,456 3,147
Note receivable from parent company 3,000 4,000 -
Deferred plant costs 2,741 2,854 2,188
Other current assets 1,598 1,667 1,392
--------------------------------------------------
Total current assets 54,306 50,774 45,289
LAND, BUILDINGS AND EQUIPMENT, net 7,163 6,741 6,913
ACQUIRED INTANGIBLE ASSETS, net 8,548 8,998 5,241
DEFERRED PLANT COSTS 3,349 3,015 3,190
--------------------------------------------------
$ 73,366 $ 69,528 $ 60,633
==================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 6,816 $ 4,551 $ 2,695
Accrued royalties 2,633 2,129 2,707
Accrued commissions 657 343 540
Accrued salaries, wages and bonuses 1,101 345 455
Payable to parent company 536 1,299 1,003
Current portion of long-term debt 2,243 343 511
Accrued and deferred income taxes 691 691 1,322
--------------------------------------------------
Total current liabilities 14,677 9,701 9,233
--------------------------------------------------
LIABILITIES PAYABLE AFTER ONE YEAR
Long-term debt, less current portion 943 2,904 1,286
Deferred income taxes 629 629 189
--------------------------------------------------
1,572 3,533 1,475
--------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 5,000,000 shares authorized and - - -
unissued
Common stock, $.01 par value; 25,000,000 shares authorized; 146 146 146
14,577,000, 14,573,000, and 14,568,000 shares issued
Additional paid-in capital 36,851 36,828 36,792
Retained earnings 21,940 21,143 14,828
Unrealized gain (loss) on marketable securities, net of tax 13 10 (8)
effect
--------------------------------------------------
58,950 58,127 51,758
Treasury stock, at cost (255,000 shares) (1,833) (1,833) (1,833)
--------------------------------------------------
Total stockholders' equity 57,117 56,294 49,925
--------------------------------------------------
$ 73,366 $ 69,528 $ 60,633
==================================================
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STECK-VAUGHN PUBLISHING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Three Months Ended
March 31,
1996 1995
---------------------------------
(amounts in thousands, except per share amounts)
NET REVENUES $ 15,461 $ 11,147
Product cost and fulfillment expense 5,142 3,356
---------------------------------
GROSS PROFIT 10,319 7,791
Product development 2,666 2,306
Selling and marketing 4,989 3,420
General and administrative 1,268 1,215
Provision for doubtful accounts 15 20
Amortization of acquired intangible assets 346 184
---------------------------------
OPERATING INCOME 1,035 646
Interest income 325 275
Interest expense (75) (49)
---------------------------------
INCOME BEFORE INCOME TAXES 1,285 872
Income taxes 488 340
---------------------------------
NET INCOME $ 797 $ 532
==================================
EARNINGS PER SHARE $ 0.06 $ 0.04
=================================
WEIGHTED AVERAGE SHARES OUTSTANDING 14,377 14,335
=================================
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STECK-VAUGHN PUBLISHING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
Part I. FINANCIAL STATEMENTS
Item 1. Financial Statements
Three Months Ended
March 31,
(amounts in thousands) 1996 1995
------------------------------------
CASH FLOW FOR OPERATING ACTIVITIES:
Net Income $ 797 $ 532
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Depreciation and amortization 286 313
Amortization of acquired intangible assets 346 184
Provision for doubtful accounts 15 20
Loss on sale of assets (1) -
Change in assets and liabilities net of effects from
acquisitions:
Receivables (1,149) (603)
Inventories and supplies (2,616) (417)
Prepaid and deferred marketing expenses
(3,222) (1,531)
Deferred plant costs
(221) 405
Receivable from/payable to parent company
(763) 1,551
Accounts payable and accrued expenses
4,035 (132)
Other
69 24
------------------------------------
NET CASH FOR OPERATING ACTIVITIES
(2,424) 346
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net sales (purchases) of marketable securities 248 5,446
Note receivable from parent company, net activity 1,000 -
Additions to land, buildings and equipment (735) (233)
Dispositions of land, buildings and equipment 28 -
Acquisition costs, net of cash acquired (91) (115)
------------------------------------
NET CASH FROM INVESTING ACTIVITIES 450 5,098
------------------------------------
CASH FLOWS FOR FINANCING ACTIVITIES:
Changes in current portion of long-term debt 1,900 (51)
Reductions in long-term debt (1,986) (85)
Proceeds from issuance of common stock 23 -
Purchase of treasury stock - (150)
-----------------------------------
NET CASH FOR FINANCING ACTIVITIES
(63) (286)
-----------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS
(2,037) 5,158
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD
10,041 9,704
-----------------------------------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 8,004 $ 14,862
===================================
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STECK-VAUGHN PUBLISHING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Note 1 - Summary of Accounting Policies
Steck-Vaughn Publishing Corporation (the Company) was incorporated on March 10,
1993, as a wholly-owned subsidiary of National Education Corporation (NEC).
Effective April 2, 1993, NEC made a capital contribution of all of the stock of
Steck-Vaughn Company (SVC) to the Company. The consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, Steck-Vaughn Company and SV Distribution Company.
In August 1993, the Company completed an initial public offering in which
2,668,000 shares were sold for net proceeds of $29,775,000. The shares sold
represented 18.3% of the outstanding shares of the Company. The Company has
subsequently repurchased 255,000 shares of its outstanding common stock,
increasing NEC's ownership to 83.1% of the common stock of the Company.
Due to the seasonal nature of the Company's traditional selling cycle, a
substantial portion of selling and marketing costs of the Company are deferred
in the first half of the year and fully amortized later in the calendar year to
properly match the costs with revenues.
Effective January 1, 1995, the Company changed its method of valuing
inventories to the first-in, first-out (FIFO) method from the last-in,
first-out (LIFO) method. Financial statements of all prior years were restated
to apply the FIFO method retroactively.
Effective January 1, 1995, the Company adopted AICPA Statement of Position 93-7
(SOP 93-7), "Reporting on Advertising Costs". In accordance with the
statement, the Company records as advertising expense the production and
distribution costs of all advertising except the catalog costs of SV
Distribution Company as such advertising is distributed or placed. The
catalogs of SV Distribution Company are treated as direct response advertising,
with the cost of the catalogs charged to expense in accordance with historical
response rates.
The Company is a member of an affiliated group of companies that joins in
filing consolidated tax returns. The tax provision is calculated under the
terms of a tax sharing agreement entered into between the Company and NEC.
Under the agreement, the provision for income taxes generally is determined on
a separate company basis, subject to certain adjustments. Benefits for credits
and other tax attributes are recognized by the Company when recognizable on an
NEC consolidated reporting basis. Income tax expense represents amounts
payable to or receivable from NEC determined in accordance with the tax sharing
agreement.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments of a normal recurring nature
necessary to present fairly the financial position, results of operations, and
cash flows. 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 the rules and regulations
of the Securities and Exchange Commission. It is suggested that these
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's 1995 Form 10-K. The results of
operations for interim periods are not necessarily indicative of the results of
operations to be expected for the year.
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STECK-VAUGHN PUBLISHING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Note 2 - Investments
March 31, December 31, March 31,
(amounts in thousands) 1996 1995 1995
----------------------------------------
Available-for-sale securities $ 1,503 $ 1,748 $ 1,854
Held-to-maturity securities - 1,000 10,500
----------------------------------------
1,503 2,748 12,354
Less securities classified as cash equivalents - (1,000) (10,500)
----------------------------------------
Total marketable securities $ 1,503 $ 1,748 $ 1,854
========================================
During the three months ended March 31, 1996 and 1995, the Company did not
realize a material gain or loss from the sale of available-for-sale securities.
Note 3 - Inventories and Supplies
March 31, December 31, March 31,
(amounts in thousands) 1996 1995 1995
------------------------------------------
Finished Goods $ 19,924 $ 17,111 $ 12,920
Work in process 128 81 -
Raw materials and supplies 673 907 317
------------------------------------------
Total $ 20,725 $ 18,099 $ 13,237
==========================================
Note 4 - Business Combinations
On April 30, 1996, the Company acquired all of the stock of Edunetics Ltd., an
Israeli corporation engaged in the development of educational software, for
cash consideration of $12,000,000. At closing, the purchase price was funded
by cash on hand and advances totaling $9,000,000 under the revolving bank
credit agreement. The acquisition will be accounted for using the purchase
method of accounting. Accordingly, in the second quarter of 1996 the purchase
price will be allocated to assets and liabilities, including in-process
research and development projects, based on their estimated fair values as of
the date of acquisition. The estimated value of the in-process research and
development projects will then be written off in the second quarter of 1996 as
required by generally accepted accounting principles.
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STECK-VAUGHN PUBLISHING CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Percentage of Net Revenues
Three Months Ended Percentage
March 31, Change From
1996 1995 Prior Year Period
---- ---- -----------------
NET REVENUES:
Steck-Vaughn Revenues
Elementary/High School 46.3% 52.2% 22.9%
Adult education 18.2 25.7 (1.5)
Library 24.1 22.1 51.1
----- -----
88.6 100.0 22.8
Summit Learning Revenues 11.4 - -
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TOTAL NET REVENUES 100.0 100.0 38.7
Product cost and fulfillment expense 33.3 30.1 53.2
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GROSS PROFIT 66.7 69.9 32.4
Product development 17.2 20.7 15.6
Selling and marketing 32.3 30.7 45.9
General and administrative 8.2 10.9 4.4
Provision for doubtful accounts 0.1 0.2 (25.0)
Amortization of acquired
intangible assets 2.2 1.6 88.0
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OPERATING INCOME 6.7 5.8 60.2
Interest income 2.1 2.4 18.2
Interest expense (0.5) (0.4) 53.1
----- -----
INCOME BEFORE INCOME TAXES 8.3 7.8 47.4
Income taxes 3.1 3.0 43.5
----- -----
NET INCOME 5.2% 4.8% 49.8
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STECK-VAUGHN PUBLISHING CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NET REVENUES
REVENUES BY PRODUCT LINE Three Months Ended
March 31,
(amounts in thousands) 1996 1995
------------------------
Steck-Vaughn
Elementary and High School (El/Hi) $ 7,152 $ 5,820
Adult Education 2,821 2,865
Library 3,719 2,462
------------------------
13,692 11,147
Summit Learning 1,769 -
------------------------
TOTAL $ 15,461 $ 11,147
========================
Revenues increased 38.7% over the same quarter of the previous year, as the
Company continued to garner strength from the Elementary and Library markets,
while adding the Summit Learning catalog business to reach individual decision
makers within school buildings.
El/Hi sales for the first quarter increased 22.9% over last year. As in the
fourth quarter, El/Hi sales were primarily supported by robust sales in the
Company's traditional skills products for the Elementary Market in reading,
spelling, and math. Testing and assessment products continued to sell well.
The strength of both of these types of products is indicative of the return of
schools to teaching basic skills using traditional approaches and the increased
use of standardized tests as a means of assessing students' progress and
measuring the success of individual schools.
Sales of Adult Education products were relatively flat compared to last year's
first quarter, as the limited availability of federal funds continued to hamper
sales. In Fall 1995, the Company released a revision to its GED test
preparation course and acquired the product line of Educational Development
Laboratories, Inc. (EDL), to strengthen its product offerings in adult basic
skills. Although the lack of funding has limited overall growth in the
segment, both of these enhancements to the product line have performed well.
Library sales were up 51.1% for the first quarter compared to the first quarter
of 1995. Much of the sales growth flowed from the Company's exclusive
distribution agreements with Wayland Publishers, Abdo & Daughters, and Larousse
Kingfisher Chambers, Inc. The agreement with Wayland became effective January
1, 1996, and was rapidly assimilated into the Company's product line,
performing beyond expectations in the first three months of the contract. In
addition, Library sales were boosted by the release of the revised 53-volume
Portrait of America series.
Revenues were also augmented by general price increases of 10.1% and 5.7%
effective September 1, 1995 and 1994, respectively.
Summit Learning sales of $1,769,000 were incremental to the Company, following
the acquisition of Summit in December 1995. The Company has added selected
Steck-Vaughn print products to the Summit catalogs and is developing a new line
of print products for the home and teacher market channels.
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STECK-VAUGHN PUBLISHING CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PRODUCT COST AND FULFILLMENT EXPENSE
Product cost and fulfillment expense as a percentage of revenues increased for
the three-month period ended March 31, 1996, as compared to 1995, primarily
due to the inclusion of the Summit Learning business for the first time.
Product cost and fulfillment for the Company's publishing operations for the
three months ended March 31, 1996, represented 29.4% of publishing revenues as
compared to 30.1% for the same period in the previous year. Increases in the
cost of print products resulted from the increase in products acquired through
distribution agreements as opposed to internal development, the increased use
of wholesalers to sell library titles, and the full absorption of paper price
increases incurred during the past eighteen months. These cost increases were
offset by the increased sales of testing products, which carry higher gross
margins, and the decline in royalty expense due to the increase in products
acquired through distribution agreements. Summit Learning's product and
fulfillment costs, at 63.0% of revenues, reflect the non-proprietary nature of
the product line.
PRODUCT DEVELOPMENT EXPENSE
The following table reconciles product development investment to product
development expense for each of the periods indicated:
Three Months Ended
March 31, Percentage
(amounts in thousands) 1996 1995 Change
-----------------------------------
Product development investment $ 2,887 $ 1,904 51.6%
Plant costs capitalized (1,197) (565) 111.9
Plant costs amortized 976 967 0.9
---------------------
Product development expense $ 2,666 $ 2,306 15.6
=====================
Product development investment for the three months ended March 31, 1996,
increased more than 50% as compared to the prior year. Higher product
development cost in the first quarter is primarily attributable to the timing
of expenditures, as more of the emphasis in the current year is on product to
be released in Fall 1996 as compared to last year when three major revisions
were being developed throughout the year for release in the following year.
Departmental expenses are higher with the addition of the EDL development
office in South Carolina, the expansion of the library development office in
New Jersey to accommodate growth in the segment, and full staffing in the
Austin office as more of the design work is being done internally.
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STECK-VAUGHN PUBLISHING CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SELLING AND MARKETING EXPENSE
The following table reconciles selling and marketing costs to selling and
marketing expense for each of the periods indicated:
Three Months Ended
March 31, Percentage
(amounts in thousands) 1996 1995 Change
-----------------------------------
Selling and marketing costs $ 6,661 $ 5,151 29.3%
Selling and marketing deferred (1,672) (1,731) 3.4
----------------------
Net selling and marketing expense $ 4,989 $ 3,420 45.9
======================
Selling and marketing costs increased for the three months ended March 31,
1996, as compared to the prior year, due to higher commissions which resulted
from increased revenues and higher catalog expense due in part to the
acceleration of the recognition of catalog expenses in accordance with the
Company's adoption of the new accounting standard, SOP 93-7. Sales and
marketing costs also increased as the Company circulated two new smaller
catalogs targeted to specified audiences during the first quarter. In
addition, $716,000 of the total costs represents catalog expense recognized by
Summit Learning.
OPERATING INCOME BY PRODUCT LINE
Three Months Ended Percentage of
March 31, Revenue
(amount in thousands) 1996 1995 1996 1995
------------------ -------------------
Steck-Vaughn $ 1,251 $ 646 9.1% 5.8%
Summit Learning (216) - (12.2) -
------------------
Total $ 1,035 $ 646 6.7 5.8
==================
Operating income as a percentage of revenues for the three months ended March
31, 1996, as compared to 1995, increased for Steck-Vaughn Company primarily due
to the increase in sales. For the first quarter, Summit Learning reported an
operating loss reflecting the seasonally lower sales in the first quarter, the
high investment in catalogs, and $65,000 in amortization of acquisition
expenditures.
AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS
Amortization expense increased due to the acquisitions of substantially all of
the assets of Educational Development Laboratories, Inc., in October 1995 and
Summit Learning, Inc., in December 1995.
INTEREST INCOME AND EXPENSE
Interest income for the three-month period ended March 31, 1996, was higher
than the previous year, reflecting the commitment fee and interest earned of
$207,000 and $75,000 for the three-month periods ending March 31, 1996 and
1995, respectively, on the Company's line of credit agreement with NEC.
Interest expense for the three months ended March 31, 1996, was higher than the
prior year due to the debt incurred in the acquisition of EDL.
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STECK-VAUGHN PUBLISHING CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash, marketable securities, and
cash provided from operations. At March 31, 1996, the Company had $9,507,000
in cash and marketable securities. The Company's uses of cash include product
development, capital expenditures, repurchase of the Company's common stock in
the marketplace, working capital requirements of the Company, and selected
acquisitions of complementary businesses and product lines.
The Company maintains a revolving bank credit agreement, the amount of which
was increased to $15,000,000 and the maturity date of which was extended to
June 10, 1998 during the first quarter of 1996. The agreement provides for
borrowings at prime or, at the Company's option, LIBOR plus 1.5 percent. The
bank credit agreement replaced the Company's borrowing ability from NEC
pursuant to an intercompany agreement. At March 31, 1996, no amounts were
outstanding under the bank credit facility.
On April 30, 1996, the Company acquired all of the stock of Edunetics, Ltd., an
Israeli corporation engaged in the development of educational software, for
cash consideration of $12,000,000. At closing, the purchase price was funded
by cash on hand and advances totaling $9,000,000 under the revolving bank
credit agreement. The acquisition will be accounted for using the purchase
method of accounting. Accordingly, in the second quarter of 1996 the purchase
price will be allocated to assets and liabilities, including in-process
research and development projects, based on their estimated fair values as of
the date of acquisition. The estimated value of the in-process research and
development projects will then be written off in the second quarter of 1996 as
required by generally accepted accounting principles.
In conjunction with the acquisition of EDL, the Company issued a note to the
seller of $1,876,000 with interest at 6% payable quarterly and principal due on
February 29, 1997. During March 1996, the valuation of certain assets acquired
from EDL were adjusted, increasing the note balance to $1,900,000.
Under the intercompany agreement between the Company and NEC, NEC has the
ability to borrow up to $10,000,000 from the Company. Effective February 28,
1995, the Company and NEC entered into a revolving loan agreement which
provides that any borrowing by NEC will bear interest at LIBOR plus 2% and will
be secured by NEC's holdings of the Company's stock. During the first quarter
of 1996, the credit facility was reduced to $5,000,000 while the maturity date
of the loan agreement was extended to June 30, 1996. At March 31, 1996,
$3,000,000 was outstanding under the NEC credit facility.
Net cash outflow for operating activities for the three months ended March 31,
1996, of $2,424,000 was $2,770,000 lower than the prior year period. The
decrease reflects the additional unamortized catalog expense arising from the
inclusion of Summit Learning's operations, the payment during the quarter of
settlement costs and legal expenses associated with the lawsuit recorded in the
fourth quarter of 1995, and the decrease in the net intercompany payable with
NEC.
In May 1994, the Company announced a program to repurchase up to 500,000 shares
of its common stock. As of March 31, 1996, 255,000 shares had been repurchased
for an aggregate amount of $1,833,000, increasing NEC's ownership to 83.1% of
the common stock of the Company. The Company repurchased no stock during the
first quarter of 1996.
The Company expects that cash, cash provided from operations, and the revolving
credit facility will be sufficient to provide for planned working capital
requirements, debt service, and capital expenditures for the foreseeable
future.
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STECK-VAUGHN PUBLISHING CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 By-Laws of the Company. (1)
4.1 Specimen of Common Stock Certificate of the Company. (1)
10.1 Modification and Renewal of Note, dated December 28, 1992, between
NationsBank of Texas, N.A., as holder, and Steck-Vaughn Company, as
borrower, secured by and as purchase money for the Company's
distribution center in Austin, Texas. (2)
10.2 Office Lease, dated July 1991, between Bristol Group, Inc., as
landlord, and Steck-Vaughn Company, as tenant, for the Company's
principal offices in Austin, Texas. (3)
10.3 Agreement, dated June 1, 1990, between the American Council on
Education and Steck-Vaughn Company, granting exclusive license for
reproduction and distribution of official GED Practice Tests and
Addendum effective July 28, 1992. (4)
10.4 Form of Intercompany Agreement between the Company and National
Education Corporation. (5)
10.5 First Amendment to Intercompany Agreement between the Company and
National Education Corporation dated June 10, 1994. (6)
10.6 Form of Tax Sharing Agreement between the Company and National
Education Corporation. (7)
10.7 Form of Indemnification Agreements between the Company and its
Officers and Directors. (8)
10.8 The Company's 1993 Stock Option Plan as amended through May 17, 1995.
(9)
10.9 National Education Corporation Supplemental Executive Retirement Plan
(10)
10.10 Asset Purchase Agreement, dated as of April 26, 1993, by and between
Steck-Vaugh Company as purchaser, and Creative Edge, Inc., as
seller(11)
10.11 Revolving Line of Credit Note and Option Agreement between the Company
and National Education Corporation, dated February 28, 1995(12)
10.12 Addendum to Agreement between the American Council on Education and
and Steck-Vaughn Company extending the expiration of the Agreement to
August 31, 2001 (13)
10.13 The Company's 1995 Directors' Stock Option and Award Plan (14)
10.14 Renewal and Extension Agreement between the Company and National
Education Corporation, effective December 31, 1995 (15)
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STECK-VAUGHN PUBLISHING CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
10.15 First Amendment to Stock Option Agreement between the Company and
National Education Corporation, effective December 31, 1995.(16)
10.16 Letter Amendment to Stock Option Agreement between the Company and
National Education Corporation, dated February 1, 1996. (17)
10.17 Agreement between the Company and Edunetics Ltd. dated February 29,
1996. (18)
10.18 Loan Agreement between NationsBank of Texas, N.A., and Steck-Vaughn
Company, dated April 29, 1996. (19)
10.19 Second Renewal and Extension Agreement between the Company and
National Education Corporation, effective March 31, 1996. (19)
10.20 Second Amendment to Stock Option Agreement between the Company and
National Education Corporation, effective March 31, 1996. (19)
11.1 Statement re Calculation of Earnings Per Share. (19)
27.1 Financial Data Schedule. (19)
(b) A Form 8-K was filed on January 4, 1996, reporting the Company's intention
to acquire all of the stock of Edunetics, Ltd. The Company entered into a
definitive agreement with Edunetics, Ltd., on February 29, 1996, and closed
the transaction on April 30, 1996.
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STECK-VAUGHN PUBLISHING CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(1) Incorporated by reference to the identically numbered exhibit in
Amendment No. 1 to the Company's Registration Statement on Form S-1, File
No. 33-62334, filed with the Securities and Exchange Commission on June
17, 1993 ("Amendment No. 1 to S-1 Registration Statement").
(2) Incorporated by reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1, File No. 33-62334, filed with the Securities and
Exchange Commission on May 7, 1993 (the "S-1 Registration Statement").
(3) Incorporated by reference to Exhibit 10.5 to the Company's S-1
Registration Statement.
(4) Incorporated by reference to Exhibit 10.7 to the Company's Amendment No.
1 to S-1 Registration Statement.
(5) Incorporated by reference to Exhibit 10.8 to the Company's Amendment No.
1 to S-1 Registration Statement.
(6) Incorporated by reference to Exhibit 10.15 in the Company's Form 10-Q for
the quarterly period ended June 30, 1994, filed with the Securities and
Exchange Commission on August 11, 1994.
(7) Incorporated by reference to Exhibit 10.9 to the Company's Amendment No.
1 to S-1 Registration Statement.
(8) Incorporated by reference to Exhibit 10.10 to the Company's Amendment No.
1 to S-1 Registration Statement.
(9) Incorporated by reference to Exhibit 10.11 to the Company's Amendment No.
1 to S-1 Registration Statement.
(10) Incorporated by reference to Exhibit 10.12 to the Company's S-1
Registration Statement.
(11) Incorporated by reference to Exhibit 10.13 to the Company's S-1
Registration Statement.
(12) Incorporated by reference to Exhibit 10.12 in the Company's Form 10-K for
the year ended December 31, 1994, filed with the Securities and Exchange
Commission on March 29, 1995.
(13) Incorporated by reference to Exhibit 10.13 in the Company's Form 10-Q for
the quarterly period ended March 31, 1995, filed with the Securities and
Exchange Commission on May 12, 1995.
(14) Incorporated by reference to Exhibit A in the Company's Proxy Statement
furnished in connection with the Annual Meeting of Stockholders held May
17, 1995, filed with the Securities and Exchange Commission on March 29,
1995.
(15) Incorporated by reference to Exhibit 10.16 in the Company's Form 10-K for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 25, 1996.
(16) Incorporated by reference to Exhibit 10.17 in the Company's Form 10-K for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 25, 1996.
14
15
STECK-VAUGHN PUBLISHING CORPORATION
(17) Incorporated by reference to Exhibit 10.18 in the Company's Form 10-K for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 25, 1996.
(18) Incorporated by reference to Exhibit 10.19 in the Company's Form 10-K for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 25, 1996.
(19) Filed herewith.
15
16
STECK-VAUGHN PUBLISHING CORPORATION
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.
STECK-VAUGHN PUBLISHING CORPORATION
Date: May 14, 1996 By /s/ FLOYD D. ROGERS
----------------------------------
Floyd D. Rogers
Vice President, Finance and
Chief Financial Officer
16
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STECK-VAUGHN PUBLISHING CORPORATION
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE NO.
- - - ----------- ------- --------
10.18 Loan Agreement between NationsBank of Texas, N.A., 18
and Steck-Vaughn Company, dated April 29, 1996.
10.19 Second Renewal and Extension Agreement between the 49
Company and National Education Corporation, effective
March 31, 1996.
10.20 Second Amendment to Stock Option Agreement between 53
the Company and National Education Corporation, effective
March 31, 1996.
11.1 Statement re Calculation of Earnings Per Share. 57
27.1 Financial Data Schedule. 58