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1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended September 30, 1995 Commission File Number 1-8328
ANACOMP, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1144230
(State of incorporation) (IRS Employer Identification No.)
11550 North Meridian Street, P.O. Box 40888
Indianapolis, Indiana 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 317-844-9666
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.01 par value........................... New York, Chicago
Common Stock Purchase Rights........................... New York, Chicago
13.875% Convertible Subordinated Debentures due
January 15, 2002 .................................... New York
Common Share Warrants.................................. Chicago
Securities registered pursuant to Section 12(g) of the Act:
None
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K, or any amendment to this form 10-K. [ ].
The aggregate market value of voting stock held by non-affiliates of
the registrant as of January 8, 1996: Common stock par value $.01 per
share, $10,129,126.
Common Stock outstanding as of January 8, 1996 was 46,304,575.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS
A. General
Anacomp, Inc. ("Anacomp" or the "Company") is the world's leading full -
service provider of micrographics systems, services and supplies with over
15,000 customers in over 65 countries. Micrographics is the conversion of
information stored in digital form or on paper to microfilm or microfiche.
Computer Output Microfilm ("COM") converts textual and graphical digital
information at high speed directly from a computer or magnetic tape to
microfilm or microfiche. The Company's fiscal 1995 revenue was $591.2
million and operating income (income before special and restructuring
charges, interest, other income and income taxes) was $41.4 million.
Anacomp was incorporated in Indiana in 1968. By 1986, Anacomp had become,
through acquisitions and internal growth, the leading company in the data
service center segment of the micrographics industry.
In 1987, Anacomp acquired the stock of DatagraphiX, Inc., the world's
leading manufacturer of COM systems, from General Dynamics Corporation. The
acquisition of DatagraphiX, which developed the first COM system in 1954,
made Anacomp the world's leading provider of COM products and services by
adding COM systems and maintenance to the Company's product line.
In 1988, the Company acquired Xidex Corporation, the leading manufacturer
and distributor of duplicate microfilm (a consumable supply used in the COM
process) and microfilm readers and reader/printers. Xidex was also a
manufacturer and marketer of computer tape products.
In the early 1990's, Anacomp, recognizing the evolution of technologies
competing with COM, modified its strategic objective to becoming a provider
of information and image management products and services. Today, in
addition to being the world's largest provider of COM solutions for image
and information management, Anacomp offers electronic image management
products and services. These include writable/erasable magneto-optical
disks, CD-R (Compact Disk, Recordable) optical disks and CD-ROM (Compact
Disk, Read Only Memory) optical disk storage systems. The Company is also a
major manufacturer and distributor of computer tape products used by data
processing operations. Additionally, Anacomp provides image and data
conversion services whereby documents in human readable form are scanned and
digitized for storage on any of the various electronic storage media.
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B. The Information and Image Management Industry
The Information and Image Management ("I & IM") industry consists of
companies whose products and services store information in a compacted
format. The trend toward increased emphasis on efficient management of
information is driven by several factors. First, companies understand that
effective information management is an important competitive advantage and
allows them to better serve their customers. Second, the increasing amounts
of data processing output and stored information have made cost-effective
and flexible information management more important. Finally, information
itself is coming to be viewed as a strategic corporate asset and managing
this asset is therefore crucial.
The two major technologies applied in the I&IM industry are: (a)
micrographics, which includes COM and source document micrographics and (b)
electronic image management, which includes magnetic and optical
technologies for both data and image storage and retrieval.
Micrographics
Micrographics is the conversion of information stored in digital form or on
paper to microfilm or microfiche. Anacomp's primary micrographics business
is the sale of COM services, systems, and related maintenance and supplies.
COM is a sophisticated application of micrographics in which information is
directly converted at high speed from magnetic or electronic forms to
microfilm. COM systems, also known as COM recorders, create an image which
is transferred to microfilm. During this process, the COM recorder
organizes the information and inserts indexing, output formatting, titling
and other retrieval aids tailored to specific customer applications.
COM recorders are data processing peripherals which record computer-
generated data and graphics onto microfilm or microfiche at high speeds.
COM was initially developed as an information management system that would
reduce the cost and increase the speed of computer output by "printing"
computer- generated data on microfilm. Since then, COM recorders have
become a standard computer-output peripheral.
Compared to paper, COM has a number of benefits. COM recorders can print
reports substantially faster than typical impact printers and multiple
copies can be made easily and economically on high-speed duplicators. COM
has other important cost advantages as well. A COM recorder can print a
1,000 page report on just four 4" by 6" microfiche. Mailing COM reports
represents a substantial cost savings over the shipment and handling of
paper output. With correct indexing, retrieval of information is easier and
faster with COM than with paper storage.
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Anacomp offers a complete line of micrographics services and products,
including: (i) COM processing services provided to customers on an
outsourcing contract basis; (ii) COM systems for users who perform their
own data conversion to microfilm; (iii) maintenance services for COM and
other micrographics equipment; (iv) source document microfilming services;
and (v) consumable supplies used by micrographics systems. Anacomp also
sells certain computer tape and other magnetic media products.
Source document micrographics relates to the broad range of photographic,
mechanical and other technologies necessary to convert hard copy images to
microforms and then to store, retrieve, duplicate and reproduce such images.
Applications of source document micrographics include the transferring of
paper copy to a microform for more cost- effective storage.
By providing a full range of services, Anacomp can customize its offerings
of products and services to meet the specific needs of any customer. Once a
customer purchases a COM system from Anacomp, the Company has the
opportunity to provide follow-up service, including maintenance and
supplies, as well as to sell additional compatible hardware.
Despite the continual decline in the cost of magnetic and optical storage
media and systems, micrographics technology is expected to retain
significant cost and functional advantages which will keep it competitive in
a wide range of applications beyond the year 2000. In addition,
micrographics technology can complement other storage media systems to meet
the information management needs of many companies.
Electronic Data and Image Management
Electronic data and image management is the application of various
technologies, including magnetic media and optical disks, to the storage and
retrieval of information and image data. Storage media include magnetic
tape, magnetic disks, writable/erasable magneto-optical disks, CD-R optical
disks, and CD-ROM optical disks. Data that is created during data
processing activities is directly written to the chosen media for later
retrieval. Data and images that are in human readable documents are scanned
and digitized in binary form and then recorded on the media of choice.
Electronic storage and management of image data provides users with improved
data retrieval access time and storage density as a trade off for increased
cost versus other storage technologies such as COM.
Anacomp's offerings in the electronic data and image management field
include systems incorporating magneto optical disks for use in large, high
output volume data centers, and CD-R storage systems intended for operations
with only a few users. The Company is also a major manufacturer and
distributor of magnetic storage media used by data processing operations,
including open reel, 3480 cartridge and 3490E cartridge computer tape.
Anacomp, through its Image Conversion Services Division, provides data and
image conversion services where original source documents or other human
readable forms and images are scanned, digitized and stored in binary form
on any of a variety of magnetic or optical storage media. This division was
sold in November of 1995.
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C. Description of Business Units
Overview
Anacomp offers a full range of micrographics services and supplies,
including (i) micrographics processing services to customers on an
outsourcing basis through its 45 data service centers nationwide; (ii)
micrographics systems for users who perform their own data conversion; (iii)
consumable supplies and equipment for micrographics systems; and (iv)
maintenance services for micrographics equipment. In fiscal 1995,
micrographics accounted for 78% of Anacomp's revenues. Anacomp also is a
leading manufacturer and distributor of a wide range of magnetics storage
products including open reel tape, 3480 tape cartridges and 3490E tape
cartridges. Magnetics generated 22% of the Company's revenues in fiscal
1995.
The table below sets forth Anacomp's revenues by product and service line
for the periods indicated:
Year Ended September 30,
1995 1994 1993
Micrographics:
Services $132,314 22% $131,042 22% $125,226 21%
COM Systems 51,829 9 58,831 10 75,900 13
Equipment and Supplies 190,571 32 204,511 35 233,120 38
Maintenance 85,732 15 89,911 15 86,777 15
Magnetics 128,353 22 98,816 17 72,703 12
Other 2,390 0 8,488 1 6,482 1
$591,189 100% $592,599 100% $590,208 100%
With the appointment of P. Lang Lowrey III as President and Chief Operating
Officer on May 15, 1995, Anacomp undertook a three-month planning process to
reevaluate the Company's strategies in light of its current financial
situation and the micrographics industry's future. The stated objective of
this planning process was to transform Anacomp into a cash driven business
focused on its balance sheet and debt-to-equity ratio. As a result of this
thorough analysis of the Company and its markets, the Company adopted a new
business strategy which focused on (i) reducing costs by centralizing
administrative functions, merging numerous data service centers and offices,
and reducing headcount; (ii) outsourcing or exiting low-margin, non-
strategic businesses; and (iii) investing in high-margin products and
services that are complementary to the Company's core micrographics
business.
6
Products and Services
Micrographics Services
General
At present, COM services generate most of the Company's micrographics
services revenues. In the future, the Company plans to generate additional
revenue from a multitude of additional customer services including (i)
Compact Disc-Recordable (CD-R) services, (ii) print and mail services, and
(iii) archival services offered through the Company's 45 data service
centers in the United States. Anacomp's data service centers, which
generally operate 24 hours per day every day of the year, receive on a daily
basis thousands of magnetic tapes or direct computer transmissions from more
than 8,000 customers. The data service centers then convert the information
on these tapes to 16mm microfilm or to microfiche, which is a 4" x 6"
microfiche card capable of storing up to 1,000 pages of computer output.
Together these services comprise Anacomp's most profitable business line.
Anacomp's objective is to protect this highly profitable business, while
introducing complementary, high-growth services such CD-R output, print and
mail, and archiving. The Company will market these new services as
additional, not replacement, services to its core micrographics services.
Pursuant to this strategy, Anacomp envisions selling each image it processes
up to four times:
Once to output the image to microfilm or microfiche for safe, long-term
storage.
Once to output the image to CD-R for short-term storage and frequent
retrieval.
Once to output the image to paper to be mailed directly to the clients'
customers.
Once to store the image for a customer at an Anacomp site for archival
purposes.
The Company believes these additional services can be added at minimal cost
by leveraging its existing production and sales infrastructure.
Anacomp currently has an estimated 25% market share of the approximately
$440 million COM services business. COM services have been facing increased
pricing pressure due to competitive market conditions. To combat declining
prices, Anacomp completed installation of the XFP 2000 COM systems in all of
its data centers in 1995, increasing the efficiency of COM production.
Additionally, Anacomp will upgrade these systems with Anacomp-developed
emulation software for IBM and Xerox laser print streams, which expand the
potential market for COM services and command higher average prices than
other COM output. Anacomp believes that these technological improvements
will partially offset the declining pricing trends in COM services.
Anacomp also plans to use its existing data centers to expand into new
markets, specifically CD-R, print and mail, and archival services.
With CD-R services, Anacomp outputs the customer's data from magnetic tape
or computer file to a recordable compact disc. For most CD-R customers,
Anacomp simultaneously records their data onto microfilm or microfiche.
Anacomp introduced this service at a selected number of its U.S. data
centers in fiscal 1995 and plans to expand this service during 1996.
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Anacomp will introduce to its customers in fiscal 1996, print and mail
services, which involves outputting customer data to paper usually on pre-
printed forms then mailing the printed information directly to the
customer's clients. Anacomp will also introduce archival services, which
involves storing the customer's images at an Anacomp facility, to its
customers in 1996. Both of these services are highly compatible with
Anacomp's existing COM services business. Archival services presents a
highly profitable new market for micrographics services since start-up costs
will be held to a minimum by using available space within current Anacomp
facilities.
In addition, Anacomp offers external facilities management ("XFM") services.
In a typical XFM arrangement, Anacomp sells an XFP 2000 system to a customer
who then pays Anacomp to operate and manage the customer's COM output.
Anacomp charges the customer monthly fees based on the volume of COM
products produced and also receives additional income from supplies and
maintenance charges.
Customers and Distribution
Anacomp has a large customer base which has proved to be loyal to Anacomp in
the past. Anacomp's micrographics services customers include a majority of
the Fortune 500 companies, banks, insurance companies, financial service
companies, retailers, healthcare providers and government agencies, such as
Automatic Data Processing, Inc. ("ADP"), Citicorp, Electronic Data Systems
Co. ("EDS"), General Electric Capital Corporation, The Home Depot, Inc. and
IBM (none of which accounted for more than 5% of Anacomp's micrographic
services revenues in fiscal year 1995). The typical service contract is
exclusive, lasts one year with a one-year automatic renewal period and
provides for usage based monthly fees, subject to increase on 30 days'
notice. Approximately 75% of Anacomp's micrographics services customers are
subject to contracts and more than 95% of such contracts are renewed
annually.
Competitors
Data service center industry competition is primarily limited to service
centers within a 50-mile radius of a customer because of the emphasis on
rapid turnaround. Anacomp and First Image (which has 66 data service
centers) are the two largest national data service center organizations with
approximately 25% and 35% of the market, respectively. The remainder of the
market is served by numerous small data service centers.
COM Systems
General
Anacomp is the world's leading manufacturer and distributor of COM systems
(a $50 million market worldwide) offering a complete line of COM recorders,
processors, duplicators and related software. Anacomp's installed base of
COM systems, approximately 55% of those in use worldwide, is more than twice
as large as its nearest competitor, and related sales of COM services and
supplies to the installed base provide the Company with a recurring revenue
stream that constitutes a significant portion of its annual revenues.
The XFP 2000, which is manufactured by Anacomp, is the most advanced COM
recorder on the market and has enabled the Company to capture an estimated
75% of all new COM systems sold or leased. The XFP 2000 is faster and more
reliable than previous COM recorders and, through its laser technology, has
the capability to generate precise reproductions of any image. The Company
sold or leased 153 new XFP 2000 systems in fiscal 1995 compared to 165 in
1994. Pursuant to an OEM agreement entered into in 1990, Kodak is obligated
to purchase an additional 151 XFP 2000 systems by October 1997 or pay a
cash penalty to Anacomp. In 1996, Anacomp will introduce an XFP 2000
(DragonCOM) for the Asian market which is capable of processing Chinese,
Korean, Taiwanese, Japanese and other ideographic languages utilizing the
popular IBM Advanced Function Presentation ("AFP") architecture. Anacomp
intends to market the DragonCOM to customers in Asia given the great demand
for micrographics in Asian countries, particularly China.
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Anacomp also has developed two new software products that emulate IBM and
Xerox laser print streams. AFP software developed in conjunction with IBM
enables the XFP 2000 to process and image AFP formatted data streams used by
IBM high-speed mainframe laser printers. Xerox Compatibility Feature
("XCF") software developed in partnership with Xerox enables the XFP 2000 to
process the same data stream used by Xerox high-speed, high-volume laser
printers. Anacomp believes these enhancement features will expand the
potential market for COM output both by the sale of upgrade kits and
additional XFP 2000 systems.
To minimize the costs associated with the production of COM systems,
Anacomp has implemented a "build-to- order" philosophy for fiscal 1996. In
1996, the Company also plans to introduce a print-for-pay usage plan for
competing U.S. service bureaus unwilling to purchase or lease XFP 2000
hardware. Under this plan, the Company will place XFP 2000 systems with
competing service bureaus for little or no up-front cost to replace older
generation COM recorders. Anacomp will generate revenues by charging the
service bureau on a usage basis. Anacomp also expects this program to
generate additional supplies and maintenance revenues.
Anacomp had offered two host output digital products XSTAR hardware and
XSTAR software. The Company sold only one XSTAR hardware system in 1995 and
going forward will put more focus on XSTAR software. The Company instead
will focus on marketing XSTAR software. In addition, Anacomp seeks to
establish strategic alliances with leading technology companies in order to
gain access to digital technologies and reduce development time and expense.
Anacomp's technological leadership in micrographics, large customer base and
worldwide distribution network will continue to make it an attractive
strategic alliance partner.
Customers and Distribution
Principal customers for the Company's COM systems include information
intensive organizations such as banks, insurance companies, financial
service companies, retailers, healthcare providers, manufacturers and
government agencies, and non-Anacomp COM data service centers. Recent
purchasers of the XFP 2000 include Aetna, American Airlines, Inc., AT&T
Corp., Chemical Banking Corporation, CIGNA Corporation, Cincinnati Bell
Inc., EDS, GTE Corporation, NYNEX Corporation, PepsiCo, Inc., the State of
Washington, The Travelers Inc. and Westinghouse Electric Corporation. While
the majority of COM systems are sold outright, the Company does offer
customers various lease options.
9
International sales accounted for 41% of the Company's fiscal 1995 sales of
COM system units. In foreign markets, Anacomp sells COM systems through
wholly owned operating subsidiaries and, in countries in which Anacomp does
not have a subsidiary, through dealers and agents. In 1994, Kodak became
the Company's exclusive distributor in Asia (other than Japan) and
Australia.
Competitors
The Company's primary competitors in the sale of COM systems are Agfa-
Gevaert AG ("Agfa") and Micrographic Technology Corporation ("MTC").
Anacomp manufactures, on a private label basis, the COM systems sold by
Kodak through an OEM agreement. In some instances, Anacomp and Kodak
compete directly for the same COM system sales. Competition is based
principally on product features, as well as on such factors as product
quality, service and price. Anacomp sells approximately 75% of all new COM
systems sold worldwide. Anacomp's large installed base is an important
competitive advantage in the sale of new COM systems because changing from
one manufacturer's COM system to another is difficult due to software
conversion and operator training costs.
Micrographics Equipment and Supplies
General
Anacomp sells the most comprehensive line of micrographics supplies in the
world, offering original halide film, duplicate film, chemicals for
microfilm processing, paper and toners for reader/printers, micrographics
lamps and bulbs, and other consumables. In addition to offering supplies,
Anacomp designs, manufactures and markets a complete line of
microfilm/microfiche readers and reader/printers. With the exception of
proprietary wet and dry original halide film used in its XFP series of COM
systems, many of these products have become only marginally profitable in
recent years.
To increase profitability, Anacomp has signed an agreement to outsource the
manufacture of readers and reader/printers beginning in fiscal 1996 as
demand and margins for these products continue to decline. Additionally,
the Company will cease production of the DS 300 (a PC-connected workstation
introduced in 1993 that scans, digitizes and electronically converts
micrographic images on demand) in 1996 after completing a build-out of
inventory. These decisions resulted in a one-time write-off in 1995.
However, Anacomp will continue to offer these types of products to its
customers on a reseller basis beginning in 1996.
Anacomp is the exclusive supplier of proprietary wet and dry original halide
film used in its XFP series of COM systems and of the proprietary dry
original halide film for its X Series, an earlier generation of Anacomp COM
systems. All original microfilm for Anacomp's COM systems is manufactured
for Anacomp by Kodak in what the Company considers to be a proprietary
package.
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The proprietary film used in the XFP 2000 represents the only original COM
film segment that is currently growing. The Company also believes it can
maintain its market share of XFP 2000 dry film sales going forward because
of the complexity of the manufacturing process, Anacomp's patents on its
proprietary canister and the industry's interest in other segments of the
film business.
Anacomp is the world's largest supplier of duplicate microfilm, which is
used to create one or more additional copies of original microfiche and
microfilm masters. The Company's share of this estimated $80 million world
wide market is approximately 69%, which includes sales to its own data
centers. The total market for duplicate film has declined as the ratio of
duplicates to masters declines and as customers convert to digital
technologies.
The cost of producing all microfilm products has risen because of the
current worldwide shortage of polyester, which is the principal raw material
for microfilm products. See "Business Raw Materials and Suppliers."
Customers and Distribution
Anacomp sells its consumable supplies directly to more than 90% of its
worldwide installed base. In addition, the Company's indirect sales
operation sells supplies to dealers and distributors throughout the United
States.
Original microfilm sales of Anacomp include film sold for Anacomp's COM
systems and for other manufacturers' COM systems, with film sold for
Anacomp's systems representing the vast majority of original microfilm
sales. Beginning in October 1994, Anacomp became the exclusive provider of
duplicate film to First Image, Anacomp's primary competitor in the data
service center business and one of the world's largest consumers of
duplicate microfilm.
International sales in fiscal 1995 accounted for 29% of the Company's total
micrographics supplies and equipment revenues. In foreign markets, Anacomp
offers supplies through wholly owned operating subsidiaries and, in
countries in which Anacomp does not have a subsidiary, through a network of
dealers and distributors.
Competitors
For non-OEM sales of the XFP 2000, Anacomp is the exclusive supplier for
original microfilm because of the proprietary nature of the film. Anacomp
competes in sales of non-proprietary original microfilm with other
manufacturers, including Agfa, Fuji Photo Film Co., Ltd. ("Fuji"), Kodak and
Minnesota Mining & Manufacturing Company ("3M"). Anacomp's worldwide market
share for this product is approximately 55%.
Anacomp is the world's largest supplier of duplicate microfilm with an
estimated 70% share of the U.S. market and an estimated 65% share of the
non-U.S. market. Anacomp's primary competitor in the duplicate microfilm
market is Rexham Graphics Ltd. ("Rexham") with an estimated 31% share of the
worldwide duplicate film market.
Anacomp has an estimated 33% of the micrographics supplies and equipment
market in Europe and estimated 39% of the supplies and equipment market in
the Americas (excluding the United States) and Asia. In Europe, the
Company's primary competitors for micrographics supplies and equipment are
Kalle Microfilm Division of Hoechst AG ("Kalle"), A. Messerli AG and Rexham.
Its primary competitors in Japan are Kodak and Fuji.
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Maintenance Services
General
Anacomp provides 24-hour a day maintenance services through approximately
800 service employees operating in various countries worldwide. In such
countries, Anacomp maintains approximately 2,190 of the COM recorders in
use. Increased maintenance margins usually result from incremental COM
systems sold to the same customer site because the Company is able to
provide maintenance without adding maintenance centers or a significant
number of personnel. COM maintenance services are facing increased pressure
with the improved capacity and efficiency of the XFP 2000 resulting in
reduced maintenance revenues as customers are able to process more volume on
fewer COM systems. However, Anacomp believes that operating margins will
benefit from sales of additional XFP 2000 systems because XFP 2000 systems
require less maintenance than older COM systems. The Company also believes
additional maintenance services for AFP and XCF enhancement upgrades to the
XFP 2000 should partially offset this decline. Additionally, Anacomp plans
to continue adding selected non-micrographics products to its service base
while its maintenance organization in 1996 to reduce costs.
Customers and Distribution
Anacomp's maintenance services division, the U.S. Field Operations
department, encompasses the Company's maintenance services operations in the
United States as well as a field support group for the Company's data
service centers. This department consists of 516 field service engineers
and managers who provide geographic coverage through ten districts in the
United States. Anacomp provides maintenance services primarily to its
installed base of COM systems, although the Company has begun to service
non-Anacomp COM systems and selected data processing products. As part of a
September 1993 agreement between Anacomp and First Image, Anacomp became
First Image's exclusive COM system maintenance provider nationally.
Anacomp's standard maintenance contract is an exclusive, two-year contract
with an automatic two-year renewal period. The prices under a standard
maintenance contract are fixed for nine months and thereafter are subject to
up to 10% annual increases upon 90 days' notice. Maintenance contracts on
the XFP 2000 also provide for incremental charges for every image over a
certain number of images processed.
To reduce costs, Anacomp will reduce maintenance headcount and operating
expenses. In addition, Anacomp is reducing field support costs by
consolidating its hardware and software analysts. Anacomp also has
consolidated its two U.S. customer service centers for micrographics
customers to its Poway, California facility. The Company expects the
synergies created by this consolidation to improve customer support while
also reducing costs.
International operations accounted for 38% of the Company's maintenance
revenues in fiscal 1995. COM systems sold directly in foreign markets are
maintained by Anacomp employees operating through Anacomp's foreign
subsidiaries. COM systems sold in foreign markets through distributors are
generally maintained by the employees of such distributors.
12Competitors
Historically, competition in maintenance has been limited as most customers
tend to use the maintenance services of the vendor that installed their
system, though some customers choose to employ in-house maintenance staffs.
Thus, revenues are primarily a function of new COM system sales and the size
of the installed base.
Anacomp has the infrastructure to compete for service contracts on other COM
products or selected data processing products, and the Company is actively
seeking such business. In March 1992, Anacomp acquired the COM maintenance
service operations of TRW Inc. ("TRW"), the last major third party provider
of such services. The TRW operations were integrated into Anacomp's
existing maintenance organization. These operations expanded the Company's
maintenance service base and created new opportunities for COM system and
supplies sales.
Anacomp's COM maintenance market share is approximately 65% in the United
States, 50% in Europe and 15% in the Americas (excluding the United States)
and Asia.
Magnetics
General
Anacomp manufactures, sells and distributes a broad range of magnetics
products such as open reel tape, 3480 data tape cartridges, TK 50/52
"CompacTape" data tape cartridges and 3490E data tape cartridges. Anacomp
is the world's largest manufacturer of half-inch tape products, which
includes 3480 and 3490E tape cartridges, open reel tape and CompacTape.
However, with the exception of 3490E cartridges, Anacomp has faced declining
demand for these products along with steady increases in raw material costs,
particularly polyester.
To address these overall trends, the Company plans to cut costs aggressively
in fiscal 1996. Anacomp also believes it can offset expected cost increases
with higher market prices in selected product lines, particularly open reel
tape and 3480 cartridges. Additionally, continued synergies from Anacomp's
acquisition in 1994 of Graham Magnetics along with the Company becoming a
distributor of Memorex branded magnetic media products is projected to
partially offset market trends.
Anacomp also is seeking new applications and markets based on its magnetics
coating capacity. In 1995, Anacomp introduced voice logging tape and
instrumentation tape. Voice logging tape is used by brokerage companies,
"911" emergency service providers and other entities to record telephone
conversations. Instrumentation tape is used by various government agencies
to measure and record sensitive data. Both of these products cost little to
develop since they use a slightly modified version of tape already
manufactured for other magnetics products. In 1996, Anacomp plans to use
magnetics coated media to manufacture transfer tape, which is found on the
back of charge and credit cards. Each of these new products will cost
little to introduce and will absorb a substantial amount of fixed factory
costs. Anacomp is actively seeking partnerships that will enable the
Company to participate in the next generation of magnetics media products
including half-inch metal particle tape.
Due to decreasing demand and falling prices, Anacomp ceased production of
"cookies," which are the magnetic media used in manufacturing flexible (or
"floppy") diskettes. As a result, Anacomp closed its Omaha, Nebraska
facility in October 1995, absorbing a one-time shut-down charge in fiscal
1995.
13
To reduce costs, the Magnetics Group's senior management has been reduced
30% through the creation of a European organization and a U.S. &
Asia/Pacific organization. In October 1995, Anacomp closed its Bedford,
Texas office, reducing headcount significantly and consolidating the
remaining functions into existing Anacomp facilities in Atlanta, Georgia and
Grand Prairie, Texas.
Customers and Distribution
Anacomp primarily sells its magnetics products through its worldwide
distributor and dealer network and, to a lesser extent, through parts of its
196-person direct sales force. In addition, the Company also manufactures
its open reel, 3480 and 3490E tape products on an OEM basis for
internationally recognized brands. Anacomp markets its products under the
"Dysan," "StorageMaster," "Memorex" and "Graham" trademarks.
Competitors
Anacomp has no significant competitors with respect to the manufacture of
open reel tape, and its worldwide market share is estimated at 92%. Anacomp
competes with 3M and BASF AG in the sale of open reel tape, 3480 and 3490E
data cartridges. Anacomp's worldwide market share for 3480 and 3490E data
cartridges is estimated to be 38% and 35%, respectively.
D. Sales Force
The Company employs 225 salespeople worldwide. The Company maintains three
separate domestic sales forces: (i) the U.S. Group, which employs 127
salespeople, is comprised of 10 regions responsible for sales of
micrographics and CD-R services, COM systems and related maintenance
services, supplies and equipment, sales of digital products and direct sales
of magnetics products; (ii) the Strategic Partners Group responsible for
sales to competitive service bureaus and government agencies as well as
spearheading the Company's new telemarketing efforts; and (iii) the
Magnetics Division responsible for sales of magnetics products to dealers
and distributors.
Anacomp employs 64 salespeople who sell to customers located abroad. In
countries in which Anacomp does not have a subsidiary, the Company sells
through approximately 100 distributors and agents.
E. Raw Materials and Suppliers
Polyester is the principal raw material used in the manufacture of microfilm
and magnetic media products. Anacomp believes that the recent worldwide
shortage of polyester is likely to continue, and that the cost of polyester-
based products will continue its recent increases over the next several
years. To date, Anacomp has had little success in it efforts to limit the
amount of the cost increases that its microfilm and magentics polyester
vendors have imposed upon the Company. Anacomp is uncertain whether it can
pass along to its film customers all of the cost increases that it has
experienced and may in the future experience. Anacomp's inability to do so
could adversely affect the Company's profitability.
In October 1993, SKC purchased Anacomp's Sunnyvale, California duplicate
microfilm facility and entered into a ten-year supply agreement (the "Supply
Agreement") with Anacomp pursuant to which SKC became the Company's sole
duplicate microfilm supplier. In connection therewith, SKC invested several
million dollars to consolidate and to enhance the Sunnyvale facilities in
order to improve both productivity and film quality. SKC's duplicate film
production is dedicated exclusively to Anacomp, and during fiscal 1995
Anacomp purchased approximately 490 million square feet of duplicate
microfilm from SKC, costing approximately $40.0 million. In connection with
the Supply Agreement, SKC also provided Anacomp with a $25.0 million trade
credit facility (secured by up on $10.0 million of inventory sold to Anacomp
by SKC) under which the Company is currently in default.
Pursuant to the Supply Agreement, SKC also provides Anacomp with a
substantial portion of its polyester requirements for its magnetic media
products. In fiscal 1995, Anacomp used more than 7.6 million pounds of
polyester, costing approximately $13.7 million, in its magnetic business.
While Anacomp could purchase certain of these magnetics polyester products
from vendors other than SKC, SKC is currently the sole available source for
polyester used by Anacomp to manufacture open reel tape. SKC's inability or
refusal to supply this polyester in the future might force Anacomp to cease
manufacturing open reel tape or other magnetics products, which would
negatively impact Anacomp's profitability and prevent Anacomp from
fulfilling its contractual obligations to its customers.
The Company's XFP 2000 COM recorder utilizes a proprietary, patented
original film canister, and the original film used in that canister is
supplied exclusively by Kodak. The Company also purchases from Kodak
substantially all of Anacomp's requirements for original microfilm for
earlier generation COM recorders manufactured by Anacomp and others,
although the Company has from time to time purchased the original microfilm
utilized in those older COM systems from other vendors.
14
F. Research and Development
Anacomp plans to reduce engineering costs substantially by shifting away
from the research and development of various micrographics products.
Anacomp will finish the development of its DragonCOM product and its AFP
print stream emulation software, but will focus research and development on
new digital products. Additional cost reductions are planned, including the
continued downsizing of the engineering staff located at the Company's
principal manufacturing facility in Poway, California. These cost cutting
initiatives will drastically cut overall engineering and research and
development costs in fiscal 1996 compared to previous years.
Anacomp owns various patents and licenses covering aspects of its products
and production processes, as well as proprietary trade secret information
with respect to such products and processes. While Anacomp believes that
the protection provided by these patents, licenses and proprietary
information is important to the Company, it also believes that of equal
significance is the knowledge and experience of its management and personnel
and their abilities to develop and market the Company's products and to
provide value-added services in connection with such products.
G. Employees and Labor Relations
As of October 1995, Anacomp employed approximately 3,600 people who were
engaged in management, sales and services, manufacturing, computer and
micrographics operations. In October 1994, Anacomp employed approximately
4,400 people.
H. Industry Segment and Foreign Operations
As discussed in Note 1 to the Consolidated Financial Statements, Anacomp
operates in a single business segment - providing equipment, supplies and
services for information management, including storage, processing and
retrieval. Financial information concerning the Company s operations in
different geographical areas is included in Note 19 to the Consolidated
Financial Statements.
ITEM 2. PROPERTIES
Anacomp's principal administrative headquarters is located at 11550 North
Meridian Street in Carmel, Indiana (a suburb of Indianapolis). In 1992, the
Company opened a new manufacturing and operations center in Poway,
California, near San Diego. The facility consolidated one-fourth of
Anacomp's work force and ten separate manufacturing facilities into one
facility. Micrographics manufacturing, engineering, micrographics customer
service, marketing and product maintenance facilities are all located in
Poway. Additionally, sites in Europe and the United States have been
targeted for consolidation to reduce overhead and travel expenses.
Anacomp's magnetics manufacturing facilities are located in Graham, Texas
and Brynmawr, Wales. During 1994, Anacomp's Graham and Brynmawr facilities
received international recognition for quality standards, earning
International Standards Organization ( ISO ) 9002 certification. Anacomp's
Poway facility earned ISO 9002 certification in September 1995. The
following table indicates the square footage of Anacomp's facilities:
15
Operating Other Corporate
Facilities Facilities Facilities Total
United States:
Leased.............. 702,448 343,349 76,115 1,121,912
Owned............... 147,420 15,630 -- 163,050
849,868 358,979 76,115 1,284,962
International:
Leased.............. 143,834 -- -- 143,834
Owned............... 145,000 -- -- 145,000
288,834 -- -- 288,834
Total...........1,138,702 353,979 76,115 1,573,796
Other Facilities consists primarily of leased space from abandonded
facilities and property held for sale. Approximately 109,246 square feet of
the Other Facilities have been sublet to others and an additional 249,733
square feet is vacant as of September 1995. Anacomp also leases standard
office space for its sales and service centers in a variety of locations.
Anacomp considers its facilities adequate for its present needs and does not
believe that it would experience any difficulty in replacing any of its
present facilities if any of its current agreements were terminated.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are potential named defendants in several
lawsuits and claims arising in the ordinary course of business. While the
outcome of such claims, lawsuits or other proceedings against the Company
cannot be predicted with certainty, management expects that such liability,
to the extent not provided for through insurance or otherwise, will not have
a material adverse effect on the financial statements of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the three months ended September 30, 1995,
to a vote of Anacomp s security holders through the solicitation of proxies
or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Market, holder and dividend information concerning the Company's common
stock appears on page A-2 of this Annual Report on Form 10-K.
16
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data appear on page A-2 of this Annual Report on Form
10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations appear on pages A-3 to A-9 of this Annual Report on Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary financial information appear on pages
A-10 to A-37 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
There are no changes in or disagreements with accountants on accounting and
financial disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The current executive officers and directors of the Company and their ages
(as of November 30, 1995) and positions are listed below:
Name Age Position
P. Lang Lowrey III 42 President, Chief Executive Officer and Director
Jack R. O'Donnell 65 Executive Vice President, Treasurer and Chief
Financial Officer
William C. Ater 55 Vice President and Chief Administrative Officer
K. Gordon Fife 50 Vice President -- Tax
Donald L. Viles 49 Vice President and Controller
Hasso Jenss 52 President -- European Group
Thomas W. Murrel 55 President -- Anacomp Worldwide Operations Group
Michael H. Riley 48 President -- Strategic Partners Group
Gary M. Roth 53 President -- International Group
Thomas R. Simmons 48 President -- U.S. Group
Peter Williams 43 President -- Magnetics Group
Clark A. Johnson 64 Director
Richard E. Neal 70 Director
Roger S. Palamara 49 Director
Paul G. Roland 61 Chairman of the Board
Frederick W. Zuckerman 61 Director
17
The Company has experienced several recent changes in senior management. On
May 15, 1995, P. Lang Lowrey III replaced Mark Woods as President and Chief
Operating Officer and member of the Board of Directors.
In addition, Louis P. Ferrero's contract as Chief Executive Officer expired,
effective September 30, 1995. Mr. Ferrero left his position as Chairman of
the Board on November 9, 1995. Mr. Lowrey was appointed Chief Executive
Officer on October 1, 1995. Mr. Roland was elected Chairman of the Board on
November 9, 1995.
In connection with the development of the New Operating Plan, Anacomp
reorganized its corporate structure, forming six new divisions with the
president of each division reporting to Mr. Lowrey.
The business experience of the above officers and directors for the past
five years is described below. Each executive officer is elected for a term
of one year and holds office until his successor is chosen and qualified or
until his death, resignation or removal.
P. Lang Lowrey III was elected President and Chief Operating Officer in May
1995 and subsequently assumed the duties of Chief Executive Officer,
effective October 1, 1995. Prior to that, he served as Vice President --
Magnetics Group from November 1992 to May 1995. He served from October 1990
to October 1992 as Vice President -- Worldwide Marketing Division. He was
Vice President -- MultiproduX Division from December 1987 through September
1990.
Jack R. O'Donnell joined Anacomp in March 1992 as Executive Vice President,
Treasurer and Chief Financial Officer. Prior to joining Anacomp, Mr.
O'Donnell was an office managing partner with Arthur Andersen LLP.
Effective December 31, 1995, Mr. O'Donnell will be leaving his employment
with the Company.
William C. Ater was elected Vice President and Chief Administrative Officer
in February 1988. He has served as Secretary since March 1985.
K. Gordon Fife was elected Vice President of Tax in October 1985.
Donald L. Viles was elected Vice President and Controller of Anacomp in
October 1985.
Hasso Jenss was elected President of the newly formed European Group,
effective October 1, 1995. Previously, Mr. Jenss served as Vice President -
- - European Micrographics from November 1993 to September 1995. Prior to
that, he served from October 1989 to October 1993 as Managing Director of
Anacomp's German subsidiary.
Thomas W. Murrel was elected President of Anacomp's new Worldwide Operations
Group, effective October 1, 1995. Previously, Mr. Murrel served as Vice
President and General Manager of Poway Operations from January 1993 to
September 1995. Prior to that, he served from February 1988 to December
1992 as Vice President -- Maintenance Division.
Michael H. Riley was elected President of the newly formed Strategic
Partners Group, effective October 1, 1995. Previously, Mr. Riley served as
Vice President, Product Development and Marketing from November 1994 to
September 1995. From January 1993 to November 1994, he served as Vice
President, Product Planning and Marketing. Prior to that, he served from
1990 to 1992 as Vice President of Information Systems Marketing and from
1989 to 1990 as Director of Product Management.
Gary M. Roth was elected President of the newly formed International Group,
effective October 1, 1995. Previously, Mr. Roth served as Vice President,
Americas/Asia Division from November 1992 to September 1995. From October
1991 to October 1992, he served as Manager, LAAP/Canada Operations. From
October 1988 to October 1991, he served as Vice President -- Data Systems
Division. From July 1982 to October 1988, he served as Regional Vice
President -- COM Services Division.
18Thomas R. Simmons was elected President of the newly formed U.S.
Group, effective October 1, 1995. Previously, Mr. Simmons served as Vice
President, Direct Sales Division -- East from November 1994 to September
1995. Prior to that, he served as Vice President -- Information Systems
Division from November 1991 to November 1994. He served from 1987 to 1991
as Vice President -- Micrographics Services Division.
Peter Williams was elected President of the Magnetics Group, effective
October 1, 1995. Previously, he served as General Manager of the Magnetics
European Group from 1993 to September 1995. Prior to that, he served from
1990 to 1993 as Vice President, Wales Operations -- Magnetics.
Clark A. Johnson has served as a director since 1991. Mr. Johnson joined
Pier 1 Imports in 1985 as President and Chief Executive Officer and was
elected Chairman and Chief Executive Officer in 1988. Mr. Johnson also is a
director of Albertsons, Inc., Actava, Inc., Heritage Media Corp., and
InterTAN, Inc.
Richard E. Neal has served as a director since 1984. Mr. Neal retired as an
Executive Vice President of the investment banking firm of City Securities
Corporation in Indianapolis, Indiana in June 1994, a position which he held
for more than the prior five years.
Roger S. Palamara has served as a director since 1983. Mr. Palamara has been
Vice President of Bank One, Indianapolis, N.A., in charge of its
International Services Department, since June 1984.
Paul G. Roland was elected Chairman of the Board on November 9, 1995. He
has served as a director since 1984. Mr. Roland has been a partner with the
law firm of Ruckelshaus, Roland, Hasbrook & O'Connor for more than the past
five years.
Frederick W. Zuckerman has served as a director since 1990. Mr. Zuckerman is
a private investor and a partner in the firm of Zuckerman & Firstenberg, an
investment banking/financial advisory organization. Mr. Zuckerman served as
Vice President and Treasurer of IBM from September 1993 until January 1995.
Prior to that, he was Senior Vice President and Treasurer of Nabisco, Inc.
from February, 1991. Prior to that, he was an independent consultant and
professional director. From 1981 until September 1990, he was Corporate Vice
President and Treasurer of Chrysler Corporation. Mr. Zuckerman is also a
director of Meditrust, Inc., The Singapore Fund, The Turner Corporation, The
Japan Equity Fund, NVR, Inc., Pantone, Inc., Caere Corporation and Olympic
Financial, Ltd.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Act of 1934 requires the Company s directors
and executive officers, and persons who own more than ten percent of the
Company s stock, to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange Commission and the New York
Stock Exchange. Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company s executive officers
and directors, the Company believes that, during the fiscal year ended
September 30, 1995, all Section 16(a) filings were made on a timely basis.
19ITEM 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth as to the Company's
Chief Executive Officer and the other four most highly compensated executive
officers all compensation awarded to, earned by, or paid to said individuals
(the "Named Executive Offices") for all services rendered in all capacities
to the Company and its subsidiaries for the fiscal years ended September 30,
1995, 1994 and 1993, except as may otherwise be specifically noted.
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
Stock
Fiscal Salary Bonus Compensation Options All Other
Name and Principal Position Year ($) ($) ($) (1) (#) Compensation
Louis P. Ferrero, 1995 $500,000 $ 0 -- 0 $1,844,253 (2)(3)
Chairman and Chief 1994 500,000 260,061 -- 0 53,122 (4)
Executive Officer 1993 500,000 347,735 -- 300,000 68,012 (4)
(Separated as of 9/30/95)
P. Lang Lowrey III, 1995 289,692 87,750 -- 375,000 0
Vice President, 1994 147,500 180,836 -- 0 0
Magnetics Group 1993 147,500 130,243 -- 80,000 0
President and Chief Operating
Officer (as of 5/15/95); Chief
Executive Officer (as of 10/1/95)
J. Mark Woods, 1995 246,808 30,000 -- 0 949,000 (5)
President and Chief 1994 250,000 229,500 -- 0 1,000 (4)
Operating Officer 1993 250,000 219,250 -- 200,000 1,000 (4)
(Separated as of 5/15/95)
Thomas R. Simmons, 1995 206,500 66,374 -- 0 1,680 (6)
Vice President, Direct 1994 147,500 137,011 -- 0 2,082 (4)(6)
Sales Division - East 1993 147,500 153,892 -- 100,000 1,000 (4)
Jack R. O'Donnell 1995 224,000 31,954 -- 0 0
Executive Vice President, 1994 160,000 170,331 -- 0 0
Treasurer and Chief 1993 160,000 161,080 -- 50,000 0
Financial Officer
Hasso Jenss, 1995 172,771 72,006 -- 0 0
Vice President 1994 109,224 87,553 -- 0 0
European Micrographics 1993 -- -- -- 0 0
(1) The aggregate amount of perquisites and other personal benefits,
securities or property, given to each Named Executive Officer valued on
the basis of aggregate incremental cost to the Company did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus for
each such officer during fiscal 1995, 1994 and 1993.
(2) $1,829,717 of this amount represents a severance payout to Mr. Ferrero
pursuant to the terms of his employment agreement, the terms of which
are set forth below in the Employment Contracts section of this 10-K, as
well as a $30,000 consulting fee for consulting services rendered for
the period October through December 1995. Mr. Ferrero's outstanding
loan of $1,087,000 was repaid to the Company out of this payout and
substantially all of the balance of the severance payment was withheld
for federal tax purposes.
(3) $54,536 of this amount represents the imputed interest in 1995 ($52,122
in 1994 and $67,012 in 1993) on Mr. Ferrero's loan from the Company.
The interest is calculated on the basis of the applicable federal rate
computed by the Internal Revenue Service.
(4) These figures include the following contributions made by the Company to
the Anacomp Savings Plus Plan for fiscal 1994 and fiscal 1993: for Mr.
Ferrero, Mr. Woods and Mr. Simmons, $1,000 each per year.
(5) This amount represents a severance payout to Mr. Woods pursuant to the
terms of his employment agreement, the terms of which are set forth
below in the Employment Contracts section of this Prospectus.
(6) $1,680 represents the imputed interest in 1995 ($1,082 in 1994) on Mr.
Simmons' loan from the Company. The interest is calculated on the basis
of the applicable federal rate computed by the Internal Revenue Service.
Stock Options
As indicated in the Summary Compensation Table, stock option grants were
made to one of the Named Executive Officers during fiscal 1995. The
following table sets forth additional information concerning said grants
during fiscal 1995. (See next page)
20
OPTIONS GRANTS IN FISCAL 1995
% OF TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
OPTIONS GRANT-DATE ANNUAL RATES OF STOCK PRICE
GRANTED TO EXERCISE MARKET APPRECIATION OF 10 YEAR OPTION
EMPLOYEES IN PRICE PRICE EXPIRATION TERM (2) (3)
GRANTED (#) FISCAL YR ($/SH) ($/SH) DATE 0% ($) 5% 10% ($)
$.6875 $ 1.1190 $ 1.7824
Louis P. Ferrero 0 -- -- -- -- -- -- --
P. Lang Lowrey III 375,000(1) 27.6603% $.6875 $.6875 05/14/2005 $ -- $161,812 $410,587
J. Mark Woods 0 -- -- -- -- -- -- --
Thomas R. Simmons 0 -- -- -- -- -- -- --
Jack R. O'Donnell 0 -- -- -- -- -- -- --
Hasso Jenss 0 -- -- -- -- -- -- --
21
(1) Of the 375,000 options granted, 25,000 vested on January 27, 1995,
145,000 vested on May 14, 1995; 105,000 vests one-third on 7/01/96, one-
third on 7/01/97, and one-third on 7/01/98; 100,000 vests in 20,000 share
increments for each $1 increase over the grant price.
(2) The figures shown are potential future undiscounted values based on
actual option term and annual compounding at the applicable rate.
Potential realizable value equals stock price at end of option term less
exercise price, times the number of options granted.
(3) If the assumed annual rate of stock price appreciation of 0%, 5%, 10% per
year should occur, the market value per share of Anacomp common stock at
the end of the ten-year option term would be $.6875, $1.1190, or $.7824,
as the case may be.
22
The following table sets forth information regarding all options exercised
during fiscal 1995 or held at September 30, 1995 by the Named Executive
Officers.
Aggregated Option Exercises in Fiscal 1995
and FY-End Option Values
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End (#) FY-End ($)
on Value Exercisable/ Exercisable/
Exercise (#) Realized($) Unexercisable Unexercisable
Louis P. Ferrero 0 0 828,314/99,999 $0/$0
P. Lang Lowrey III 0 0 209,334/256,666 $0/$0
J. Mark Woods 0 0 497,525/0 $0/$0
Thomas R. Simmons 0 0 183,417/33,333 $0/$0
Jack R. O'Donnell 0 0 108,334/16,666 $0/$0
Hasso Jenss 0 0 18,235/8,000 $0/$0
(1) Based on the September 29, 1995 closing price of $.6875 on the New York
Stock Exchange Composite Transactions of the Company's Common Stock.
Compensation of Directors
Directors who are not employees of the Company receive $1,000 for each
directors' meeting attended, $750 for each committee meeting attended and an
annual retainer of $20,000. Employee directors receive no fees. Under the
Company's Stock Option Plans (1986 and 1987), directors are eligible to
receive stock options in the amounts specified in such Plans. Mr. Zuckerman
was paid $125,000 in fiscal 1995 for providing financial consulting
services. Mr. Roland will receive additional compensation of $3,500 per
month as Chairman of the Board, with a maximum total annual compensation of
$75,000.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Board of Directors are
Messrs. Johnson, Neal, Palamara, Roland and Zuckerman, none of whom are
employees of the Company.
Employment Contracts
With the exception of Mr. Jenss, all of the Named Executive Officers are
party to employment agreements with the Company. Set forth below is a brief
description of each such agreement.
Louis P. Ferrero. As of October 1, 1992, Mr. Ferrero entered into a three-
year Employment Agreement with the Company which expired on September 30,
1995. For fiscal year 1995, Mr. Ferrero's compensation plan included a base
salary of $500,000 and a minimum annual bonus equal to 1.7% of the Company's
net before-tax income. The Board of Directors decided not to renew Mr.
Ferrero's Employment Agreement effective September 30, 1995. Pursuant to
such Agreement, Mr. Ferrero was entitled to a severance allowance equal to
his prior twenty-four months' compensation, including bonuses and benefits,
if the Agreement was not renewed. The value of Mr. Ferrero's outstanding
loan from the Company ($1,087,000) was subtracted from his severance
allowance. Beginning October 1, 1995, the Company retained Mr. Ferrero as a
consultant at a rate of $10,000 per month for a period of three months. Mr.
Ferrero's Employment Agreement further provided that he will not compete
with the Company for a period of thirty-six months following any termination
of service.
23
P. Lang Lowrey III. Mr. Lowrey entered into a three-year Employment
Agreement with the Company which expired on September 30, 1992. Such
Agreement was renewed for a third one-year term which expired on September
30, 1995. However, the Agreement was amended effective May 14, 1995, in
light of Mr. Lowrey's promotion to President, Chief Operating Officer and
Director, and his base salary was increased to $350,000 as of that date.
Due to his promotion to Chief Executive Officer, effective September 24,
1995, Mr. Lowrey entered into an Amended and Restated Employment Agreement
with the Company which expires on September 30, 1996. Such Agreement was
further amended on November 30, 1995. Mr. Lowrey's compensation plan for
fiscal year 1996 is comprised of a base salary of $450,000 and (i) an annual
incentive bonus equal to one-half of one percent of the Company's pre-tax
income for the year, and (ii) an annual stock-based bonus in the amount of
$50,000 for each $1.00 increase in the closing sales price of the Company's
Common Stock for the year, calculated by averaging the closing sales price
of the Common Stock for the ten trading days ending on the last trading day
of the fiscal year. Both bonuses shall be paid to Mr. Lowrey in shares of
the Company's Common Stock in lieu of cash. Mr. Lowrey also will be paid a
monthly bonus in cash equal to .0005 of the Company's monthly EBITDA, as
defined in the Agreement.
Mr. Lowrey's Employment Agreement further provides that, in the event of a
merger or consolidation where the Company is not the surviving company, or a
transfer of all or substantially all of the Company's assets if the
surviving or controlling company does not agree to be bound by the terms of
the Employment Agreement, or a change in control of the Company or a
discontinuation of the business by the Company, Mr. PLowrey will receive a
severance allowance equal to his prior twenty-four months' compensation,
including bonuses and benefits (collectively, the "Severance Allowance").
It is likely that a change of control under Mr. Lowrey's Employment
Agreement will occur as a result of the Restructuring, entitling Mr. Lowrey
to receive the Severance Allowance. If the surviving or controlling company
agrees to be bound by Mr. Lowrey's Employment Agreement, Mr. Lowrey may
nonetheless elect to treat the Employment Agreement as terminated and
receive the Severance Allowance. In addition, Mr. Lowrey is entitled to the
Severance Allowance if he is terminated by mutual agreement or without cause
by the Company, if he deems a termination to have occurred due to a
demotion, transfer, reduction in compensation or intentional interference by
the Company with the performance of his duties, or if his Employment
Agreement is not renewed at the end of its current term or any extension
thereof, or if Mr. Ferrero is replaced as the Chairman of the Board of
Directors by someone other than Mr. Lowrey. At the time of Mr. Ferrero's
resignation, Mr. Lowrey reserved (and the Board acknowledged) Mr. Lowrey's
right under the Employment Agreement to resign and receive his Severance
Allowance at any time thereafter.
Pursuant to his Employment Agreement, Mr. Lowrey received a retention bonus
equal to $200,000 in November, 1995, in order to induce him to serve as
Chief Executive Officer of the Company, to continue his employment for one
year from October 1, 1995, and to accept a temporary transfer to Poway,
California. If Mr. Lowrey receives at any time an incentive bonus in cash
(as opposed to shares of the Company's Common Stock pursuant to (i) or (ii)
above), then the amount of the retention bonus due will first be offset
against the incentive bonus. If Mr. Lowrey's employment is terminated so
that the Severance Allowance vests, then the amount of the retention bonus
will first be offset against the Severance Allowance.
Mr. Lowrey also entered into a covenant not to compete with the Company for
a period of one year following any termination of service. In consideration
for entering into a covenant not to compete with the Company, Mr. Lowrey was
granted options to acquire up to 375,000 shares of the Company's Common
Stock. The terms of such options are described in the table above entitled
"Option Grants in Fiscal 1995."
J. Mark Woods. On May 15, 1995, Mr. Woods' employment was terminated
without cause by the Company. Pursuant to his Employment Agreement, Mr.
Woods was entitled to a severance allowance equal to his prior twenty-four
months' compensation, including bonuses and benefits. Such Agreement
further provides that Mr. Woods will not compete with the Company for a
period of two years following any termination of employment.
24
Thomas R. Simmons. Mr. Simmons entered into a three-year Employment
Agreement with the Company which expired on September 30, 1995, and which
was subsequently renewed for a one-year term expiring on September 30, 1996.
He has also entered into a covenant not to compete with the Company for a
period of two years following any termination of employment. Mr. Simmons'
compensation plan for fiscal year 1996 includes a base salary of $206,500
and up to $88,500 in bonus payments. One-half of the bonus is based on the
U.S. Group's attaining certain revenue and profit goals. If achieved, this
bonus would be paid monthly and adjusted at fiscal year end. The other half
of the bonus is paid at year-end only if the Company meets 100% of its
profit objectives for the year.
Mr. Simmons' Employment Agreement provides that, in the event of a merger or
consolidation or a transfer of substantially all of the Company's assets or
a change in control of the Company, Mr. Simmons will receive a severance
allowance equal to his prior twelve months' compensation if he is
subsequently terminated without cause or if he deems a termination to have
occurred due to a demotion, transfer or reduction in compensation. Mr.
Simmons is also entitled to such severance allowance if he is terminated
without cause by the Company or if he deems a termination to have occurred
due to a demotion, transfer or reduction in compensation.
Jack R. O'Donnell. Mr. O'Donnell entered into a three-year Employment
Agreement with the Company which expired on February 28, 1995, and which was
subsequently renewed for a one-year term expiring on February 28, 1996. He
has also entered into a covenant not to compete with the Company for a
period of two years following any termination of employment.
Mr. O'Donnell's Employment Agreement provides that, in the event of a merger
or consolidation or a transfer of substantially all of the Company's assets
or a change in control of the Company, Mr. O'Donnell will receive a
severance allowance equal to his prior twenty-four months' compensation if
he is subsequently terminated without cause or if he deems a termination to
have occurred due to a demotion, transfer or reduction in compensation.
Mr. O'Donnell is also entitled to such severance allowance if he is
terminated without cause by the Company or if he deems a termination to have
occurred due to a demotion, transfer or reduction in compensation.
Effective December 31, 1995, Mr. O'Donnell's employment with the Company
will be terminated without cause. Pursuant to his Employment Agreement, Mr.
O'Donnell received a severance allowance equal to his prior twenty-four
months' compensation, including bonuses and benefits. Mr. O'Donnell and the
Company have also entered into a two-month consulting agreement commencing
January 1, 1996 pursuant to which Mr. O'Donnell will be paid $16,000 and
will continue as the Company's Chief Financial Officer for that period.
Termination of Employment and Change of Control Arrangements
As discussed above, the Employment Agreements of Mr. Lowrey, Mr. Simmons and
Mr. O'Donnell provide for certain payments in the event of a termination of
employment or a change of control of the Company. Mr. Jenss is entitled to
termination pay and other benefits as provided by applicable German labor
laws.
25
BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The compensation policy of the Company, which is endorsed by the Committee,
is that a substantial portion of the annual compensation of each executive
officer relates to and is contingent upon the individual executive's
performance. As a result, much of an executive officer's annual
compensation is at risk, at target levels during fiscal 1995 amounting to
approximately 30% of total cash compensation.
The executive officers performance for purposes of compensation decisions
is measured under the annual bonus plan against goals established by the
Chief Executive Officer and reviewed by the Committee at the start of the
fiscal year. As a general principle during fiscal 1995, the bonus goals of
the executive officers were tied 50% to a profit objective and 50% to a
revenue objective, in most cases at levels incentivising the executive
officer to achieve profit and revenue objectives higher than the prior year
s actual results.
The Committee s goal is to set total cash compensation at levels required to
attract and retain qualified persons in executive officer positions. To
assist the Committee in this judgment, the Company has retained the services
of an outside consulting firm which has compared levels of compensation of
the Company s executive officers with compensation levels for officers of 21
other companies, primarily in the electronics, electrical equipment,
precision instruments, and computer industries. The consulting firm has
reported to the Company that the total compensation of the Company s
executive officers is competitive, that is, on balance in the middle range
of compensation levels of the companies in the comparison group.
The companies in the executive compensation comparison group are not the
same as those included in the stock price performance graph following this
report. The Committee believes the market for executive talent, and thus
the companies appropriate for executive pay comparisons, are different from
the companies that may be alternative investments for shareholders.
The compensation of the Chief Executive Officer for the fiscal year ending
September 30, 1995 was determined pursuant to a three-year employment
agreement entered into prior to October 1, 1992, the terms of which are set
forth in the Executive Compensation section of this Proxy Statement.
Accordingly, all Committee decisions for the fiscal year ending September
30, 1995 with respect to Chief Executive Officer compensation were made
prior to the period covered by this Report.
Compensation Committee of the Board of Directors
Clark A. Johnson
Richard E. Neal
Roger S. Palamara
Paul G. Roland
Frederick W. Zuckerman
26
PERFORMANCE GRAPH
Set forth below is a graph showing the five-year cumulative total return
(assuming reinvestment of dividends) of the Company's Common Stock as
compared with Standard & Poor's 500 Stock Index and the Standard & Poor's
500 Computer Software and Services Index (performance through September,
1995).
S&P COMPUTER
SOFTWARE AND
DATE ANACOMP S&P 500 SERVICES
9/90 $100.00 $100.00 $100.00
9/91 $162.50 $131.05 $154.43
9/92 $162.50 $145.47 $189.58
9/93 $143.75 $164.29 $251.93
9/94 $150.00 $170.40 $299.31
9/95 $34.35 $220.90 $436.35
27
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of November 30, 1995,
concerning beneficial ownership and percentage of total voting power of the
Company's Common Stock on a fully-diluted basis by each director and Named
Executive Officer, and each shareholder known by the Company to own
beneficially more than 5% of each class of outstanding voting Common Stock.
Except as otherwise indicated, each shareholder listed below has informed
the Company that such shareholder has (i) sole voting and investment power
with respect to such shareholder's shares of stock, except to the extent
that authority is shared by spouses under applicable law and (ii) beneficial
ownership with respect to such shareholder's shares of stock.
Directors and Executive Officers
Common Stock
Percentage
Name Shares of Class Shares
P. Lang Lowrey III 236,568(a) 0.5%
Louis P. Ferrero 1,090,967(b) 2.4%
Clark A. Johnson 30,000(c) 0.1%
Richard E. Neal 68,505(d) 0.1%
Roger S. Palamara 93,013(e) 0.2%
Paul G. Roland 42,138(f) 0.1%
Frederick W. Zuckerman 27,314(g) 0.1%
J. Mark Woods 497,525(h) 1.1%
Thomas R. Simmons 232,964(i) 0.5%
Jack R. O'Donnell 154,502(j) 0.3%
Hasso Jenss 39,210(k) 0.1%
All directors and executive officers 2,676,414(l) 5.8%
of the Company as a group (18 persons)
(a) Includes 209,334 shares issuable upon the exercise of stock options.
(b) Includes 11,428 shares issuable upon the conversion of the Company's
Old 13.875% Subordinated Debentures and 828,314 shares issuable upon
the exercise of stock options.
(c) Includes 20,000 shares issuable upon the exercise of stock options.
(d) Includes 25,000 shares issuable upon the exercise of stock options.
(e) Includes 25,000 shares issuable upon the exercise of stock options.
(f) Includes 25,000 shares issuable upon the exercise of stock options.
(g) Represents 27,314 shares issuable upon the exercise of stock options.
(h) Represents 497,525 shares issuable upon the exercise of stock options.
(i) Includes 183,417 shares issuable upon the exercise of stock options.
(j) Includes 108,334 shares issuable upon the exercise of stock options.
(k) Includes 18,235 shares issuable upon the exercise of stock options.
(l) Includes 11,524 shares issuable upon the conversion of the Company's
Old 13.875% Subordinated Debentures and 2,220,370 shares issuable upon
the exercise of stock options.
Preferred Stock
No officer or director of the Company owns any shares of Old Preferred
Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships and related transactions that require disclosure.
28
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The following financial statements and other information appear in
Appendix A to this Annual Report on Form 10-K and are filed as a
part hereof:
Selected Financial Data.
Market Price and Dividend Information.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Report of Independent Public Accountants.
Consolidated Balance Sheets - September 30, 1995 and 1994.
Consolidated Statements of Operations - Years Ended September 30,
1995, 1994, and 1993.
Consolidated Statements of Cash Flows - Years Ended September 30,
1995, 1994, and 1993.
Consolidated Statements of Stockholders' Equity (Deficit) - Years
Ended September 30, 1995, 1994, and 1993.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules are not filed with this Annual
Report on Form 10-K because the Schedules are either
inapplicable or the required information is represented
in the financial statements or notes thereto.
(b) Reports on Form 8-K:
During the quarter ended September 30, 1995, and prior to filing
the Form 10-K, Anacomp filed no reports on Form 8-K.
(c) The following exhibits are filed with this Form 10-K or
incorporated herein by reference to the document set forth next to
the exhibit listed below.
Previously unfiled documents are noted with an asterisk (*):
(3) Articles of Incorporation and Bylaws:
The Restated Articles of Incorporation of Anacomp amended
effective January 30, 1992, incorporated by reference to Anacomp's
Form 10-K Annual Report for the fiscal year ended September 30,
1992. The Bylaws of Anacomp, amended January 29, 1990, are
incorporated by reference to Exhibit 3 (a) to Anacomp's Form 8-K
dated January 31, 1990.
(4) Instruments defining the rights of security holders, including
indentures:
(a) Indenture dated as of January 1, 1981, among Anacomp
International N.V., Anacomp and The Chase Manhattan Bank,
N.A., as trustee, relating to 9% Convertible Subordinated
Debentures due 1996, incorporated by reference to Exhibit No.
4(c) to Anacomp's Annual Report on Form 10-K for its fiscal
year ended June 30, 1981. Anacomp International N.V.,
Anacomp, The Chase Manhattan Bank, N.A., and J. Henry
Schroder Bank & Trust Company mutually agreed to substitute
J. Henry Schroder Bank & Trust Company as Trustee under said
Indenture.
29
(b) Indenture dated as of January 15, 1982, between Anacomp and
American Fletcher National Bank & Trust Company, as Trustee,
incorporated by reference to Exhibit (b) to Anacomp's Form S-
16 Registration Statement (File No. 2-75650) dated January 20,
1982, relating to 13.875% Convertible Subordinated Debentures
due January 15, 2002. Anacomp, American Fletcher National
Bank & Trust Company and United States Trust Company of New
York mutually agreed to substitute United States Trust Company
of New York as Trustee under said Indenture.
(c) Indenture dated as of October 24, 1990, between Anacomp and
State Street Bank and Trust Company, as Trustee, for
$224,900,000 fully accreted value ($215,904,000 aggregate
principal amount) of 15% Senior Subordinated Notes due 2000.
Incorporated by reference to Exhibit 4(a) to Anacomp's Form 8-
K dated October 31, 1990.
(d) Warrant Agreement dated as of October 24, 1990, between
Anacomp and Manufacturers Hanover Trust Company as Warrant
Agent. Incorporated by reference to Exhibit 4(f) to the
October 31, 1990, Form 8-K.
(e) Rights Agreement dated as of February 4, 1990, between Anacomp
and Manufacturers Hanover Trust Company, as Rights Agent.
Incorporated by reference to Exhibit 1 to Anacomp's Form 8-K
dated February 6, 1990.
(f) First Supplemental Indenture dated as of March 22, 1993,
between Anacomp, Inc. and State Street Bank and Trust Company,
as Trustee, relating to Anacomp's 15% Senior Subordinated
Notes due 2000. Incorporated by reference to Anacomp's Annual
Report on Form 10-K for its fiscal year ended September 30,
1993.
(10) Material Contracts:
(a) Employment Agreement between Anacomp and Louis P. Ferrero,
effective October 1, 1992, incorporated by reference to
Anacomp's Form 10-K Annual Report for the fiscal year ended
September 30, 1992.
(b) Employment Agreement between Anacomp and J. Mark Woods,
effective October 1, 1990, Incorporated by reference to
Anacomp's Form 10-K Annual Report for the fiscal year ended
September 30, 1990.
(c) Employment Agreement between Anacomp and Thomas R. Simmons,
effective October 1, 1992. Incorporated by reference to
Anacomp's Annual Report on Form 10-K for its fiscal year
ended September 30, 1993.
(d) Employment Agreement between Anacomp and Jack R. O'Donnell,
effective March 1, 1992, incorporated by reference to
Anacomp's Form 10-K Annual Report for the fiscal year ended
September 30, 1992.
(e) Letter Agreement between Anacomp, Inc. and Louis P. Ferrero,
dated September 3, 1991, incorporated by reference to
Anacomp's Form 10-K Annual Report for the fiscal year ended
September 30, 1991.
(f) Anacomp, Inc. Restricted Stock Bonus Plan, incorporated by
reference to Anacomp's Form 10-K Annual Report for the
fiscal year ended September 30, 1985.
30
(g) Anacomp, Inc. Deferred Compensation Plan, incorporated by
reference to Anacomp's Form 10-K Annual Report for the
fiscal year ended September 30, 1985.
(h) Anacomp, Inc. Stock Option Plan (1986), incorporated by
reference to Anacomp's Proxy Statement dated February 3,
1986.
(i) Anacomp, Inc. Stock Option Plan (1987), incorporated by
reference to Anacomp's Proxy Statement dated January 5,
1987.
(j) Anacomp, Inc. Stock Option Plan (1988), incorporated by
reference to Anacomp's Proxy Statement dated January 12,
1988.
(k) Anacomp, Inc. Stock Option Plan (1989), incorporated by
reference to Anacomp's Proxy Statement dated January 13,
1989.
(l) Anacomp, Inc. Deferred Stock Option Plan, incorporated by
reference to Anacomp's Form 10-K Annual Report for the
fiscal year ended September 30, 1988.
(m) Anacomp, Inc. Executive Deferred Compensation Plan,
incorporated by reference to Anacomp's Form 10-K Annual
Report for the fiscal year ended September 30, 1988.
(n) Amended and Restated Master Agreement dated as of March 22,
1993 among Anacomp, Inc., the Multicurrency Borrowers, the
Lenders, the Multicurrency Lenders, the Series A
Purchasers, the Series B Purchasers, The First National Bank
of Chicago, as Multicurrency Agent, and Citibank, N.A. as
Agent, Administrative Agent and Collateral Agent.
Incorporated by reference to Anacomp's Form 10-K Annual
Report for the fiscal year ended September 30, 1993.
(o) Multicurrency Credit Agreement dated as of March 22, 1993,
among Anacomp, Inc., Anacomp, S.A., Xidex S.A.R.L., Anacomp
GmbH, Xidex GmbH, Anacomp Italia SRL, Anacomp A.B., Anacomp
Holdings, Ltd., Anacomp Ltd., and Xidex Ltd. Incorporated
by reference to Anacomp's Form 10-K Annual Report for the
fiscal year ended September 30, 1993.
(p) Consent dated as of March 22, 1993, among Anacomp, Inc., the
Lenders, the Series A Purchasers, the Series B Purchasers,
and Citibank, N.A. as Collateral Agent. Incorporated by
reference to Anacomp's Form 10-K Annual Report for the
fiscal year ended September 30, 1993.
(q) Credit Agreement dated as of October 24, 1990, among
Anacomp, the Lenders party thereto and Citibank, N.A. as
Agent. Incorporated by reference to Exhibit 28(b) to the
October 31, 1990, Form 8-K.
(r) Series A Senior Note Purchase Agreement dated as of October
24, 1990, among Anacomp, the Series A Purchasers party
thereto and Citibank, N.A. Incorporated by reference to
Exhibit 28(c) to the October 31, 1990, Form 8-K.
(s) Amendment to the Credit Agreement and Series A Senior Note
Purchase Agreement (both dated as of October 24, 1990) dated
February 21, 1992, among Anacomp, the Lenders party thereto
and Citibank, N.A. as Agent. Incorporated by reference to
Anacomp's Form 10-K Annual Report for the fiscal year ended
September 30, 1992.
(t) Amendment No. 3 to Credit Agreement, dated as of March 22,
1993, among Anacomp, Inc., the Lenders, and Citibank, N.A.,
as Agent. Incorporated by reference to Anacomp's Form 10-K
Annual Report for the fiscal year ended September 30, 1993.
31
(u) Amendment No. 2 to Series A Senior Note Purchase Agreement,
dated as of March 22, 1993, among Anacomp, Inc., the Series
A Purchasers and Citibank, N.A., as Administrative Agent.
Incorporated by reference to Anacomp's Form 10-K Annual
Report for the fiscal year ended September 30, 1993.
(v) Series B Senior Note Purchase Agreement dated as of October
24, 1990, among Anacomp and the Series B Purchasers party
thereto. Incorporated by reference to Exhibit 28(d) to the
October 31, 1990, Form 8-K.
(w) Amendment No. 1 to Series B Senior Note Purchase Agreement,
dated as of March 22, 1993, among Anacomp, Inc. and the
Series B Purchasers. Incorporated by reference to Anacomp's
Form 10-K Annual Report for the fiscal year ended September
30, 1993.
(x) Amended and Restated Master Supply Agreement dated October
8, 1993, among Anacomp, SKC America, Inc. and SKC Limited.
Incorporated by reference to Anacomp's Form 10-K Annual
Report for the fiscal year ended September 30, 1993.
(y) Stock Purchase Agreement dated as of April 8, 1994 between
Anacomp, Inc and Graham Acquisition Corporation.
Incorporated by reference to Anacomp's Form 8-K dated May 6,
1994.
(z) Amendment No. 1 to Amended and Restated Master Agreement
dated as of July 1, 1994 among Anacomp, Inc., the
Multicurrency Borrowers, the Lenders, the Multicurrency
Lenders, the Series A Purchasers, the Series B Purchasers,
the First National Bank of Chicago, as Multicurrency Agent,
and Citibank, N.A. as Agent, Administrative Agent and
Collateral Agent. Incorporated by reference to Anacomp s
form 10-K Annual Report for the fiscal year ended September
30, 1994.
(aa) Amendment No. 2 to Amended and Restated Master Agreement
dated as of December 2, 1994 among Anacomp, Inc., the
Multicurrency Borrowers, the Lenders, the Multicurrency
Lenders, the Series A Purchasers, the Series B Purchasers,
the First National Bank of Chicago, as Multicurrency Agent,
and Citibank, N.A. as Agent, Administrative Agent and
Collateral Agent. Incorporated by reference to Anacomp's
form 10-K Annual Report for the fiscal year ended September
30, 1994
(ab)* Lease agreement dated June 24, 1993 and Amendment No. 1
dated October 19, 1994 between Anacomp, Inc. and Com-Lease,
Inc.
(ac)* Amended and Restated Employment Agreement between Anacomp
and P. Lang Lowrey III, effective September 24, 1995.
(ad)* First Amendment to Amended and Restated Employment Agreement
between Anacomp and P. Lang Lowrey III effective October 1,
1995.
(ae)* Letter Agreement dated November 16, 1995 between Anacomp and
P. Lang Lowrey III.
(11)*Statement re: computation of per share earnings.
(21)*Subsidiaries of the registrant.
(23)*Consent of independent public accountants.
(27)*Financial data schedule (Required for electronic filing only).
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ANACOMP, INC.
By: /s/ P. Lang Lowrey III
P. Lang Lowrey III
President, Chief Executive
Officer, and Director
January 11, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and on the dates indicated.
Dated: January 11, 1996 By: /s/ P. Lang Lowrey III
P. Lang Lowrey III
President, Chief Executive
Officer, and Director
Dated: January 11, 1996 By: /s/ Jack R. O'Donnell
Jack R. O'Donnell, Executive Vice
President, Treasurer and Chief
Financial Officer
Dated: January 11, 1996 By: /s/ Donald L. Viles
Donald L. Viles, Vice President
and Controller
Dated: January 11, 1996 By: /s/ Clark A. Johnson
Clark A. Johnson, Director
Dated: January 11, 1996 By: /s/ Richard E. Neal
Richard E. Neal, Director
Dated: January 11, 1996 By: /s/ Roger S. Palamara
Roger S. Palamara, Director
Dated: January 11, 1996 By: /s/ Paul G. Roland
Paul G. Roland, Chairman of the Board
Dated: January 11, 1996 By: /s/ Frederick W. Zuckerman
Frederick W. Zuckerman, Director
33
APPENDIX A
Annual Report on Form 10-K
Anacomp, Inc.
Page
Report of Independent Public Accountants.......................A-10
Consolidated Balance Sheets -- September 30, 1995 and 1994.....A-11
Consolidated Statements of Operations --
Years Ended September 30, 1995, 1994 and 1993................A-12
Consolidated Statements of Cash Flows --
Years Ended September 30, 1995, 1994 and 1993................A-13
Consolidated Statements of Stockholders' Equity (Deficit) --
Years Ended September 30, 1995, 1994 and 1993................A-15
Notes to Consolidated Financial Statements.....................A-16
34
ANACOMP, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
The following Selected Financial Data should be read in conjunction with Item 1 - Business of Part I and the Notes to the
Consolidated Financial Statements.
(Dollars in thousands, Fiscal Year Ended September 30,
except per share amounts) 1995 1994 1993 1992 1991
Revenues . . . . . . . . . . . . . . . . . . . . $ 591,189 $ 592,599 $ 590,208 $ 628,940 $ 635,361
Income (loss) before extraordinary credit and
cumulative effect of accounting change . . . . (238,326) 6,955 11,691 18,221 18,105
Extraordinary credit . . . . . . . . . . . . . . -- -- 6,900 8,700 11,100
Cumulative effect on prior years of a change
in accounting for income taxes. . . . . . . . . -- 8,000 -- -- --
Net income (loss). . . . . . . . . . . . . . . . (238,326) 14,955 18,591 26,921 29,205
Earnings (loss) per common and common equivalent share:
Income (loss), net of preferred stock
dividends and discount accretion. . . . . . (5.22) .10 .22 .38 .38
Extraordinary credits. . . . . . . . . . . . -- -- .17 .21 .27
Cumulative effect on prior years of a change
in accounting for income taxes . . . . . . -- .17 -- -- --
Net income (loss) . . . . . . . . . . . . . (5.22) .27 .39 .59 .65
Earnings (loss) per common share assuming full dilution:
Income (loss), net of preferred stock
dividends and discount accretion. . . . . . (5.22) .10 .22 .38 .38
Extraordinary credits. . . . . . . . . . . . -- -- .17 .20 .26
Cumulative effect on prior years of a change
in accounting for income taxes . . . . . . -- .17 -- -- --
Net income (loss). . . . . . . . . . . . . . (5.22) .27 .39 .58 .64
Cash dividends per common share. . . . . . . . . -- -- -- -- --
Current assets . . . . . . . . . . . . . . . . . 175,193 214,129 218,011 244,434 238,222
Current liabilities . . . . . . . . . . . . . . 578,857 208,313 187,082 198,685 203,259
Working capital. . . . . . . . . . . . . . . . . (403,664) 5,816 30,929 45,749 34,963
Total assets . . . . . . . . . . . . . . . . . . 421,029 658,639 643,548 681,561 686,062
Long-term debt . . . . . . . . . . . . . . . . . -- 366,625 404,738 429,140 451,314
Redeemable preferred stock . . . . . . . . . . . 24,574 24,478 24,383 24,287 24,191
Stockholders' equity (deficit) . . . . . . . . . (188,243) 49,756 13,799 8,290 (25,017)
MARKET PRICE AND DIVIDEND INFORMATION
Anacomp, Inc.'s common stock is traded on the New York and Chicago Stock Exchanges under the ticker symbol "AAC."
The high and low closing prices (as reported by NYSE) for the Company's common stock for each quarter during the last two fiscal
years were as follows:
FISCAL YEAR 1995 FISCAL YEAR 1994
High Low High Low
First Quarter $ 2.88 $ 1.88 $ 4.13 $ 2.88
Second Quarter 2.38 1.75 4.13 3.50
Third Quarter 1.88 .56 4.25 3.00
Fourth Quarter .94 .63 3.25 2.50
The Company's borrowing agreements prohibit the payment of cash dividends
on common shares.
The number of stockholders of record as of January 8, 1996, was 9,270.
35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Recent Developments
Although revenues for the Company's core micrographics business had been
declining over the last several fiscal years, the Company believed that
these declines would stabilize. In addition, the Company sought to increase
revenue through opportunities related to the consolidation of the
micrographics industry; the development of new micrographics and digital
products and services such as the DS 300, VELLOS, XSTAR, and XCF and AFP
capabilities; and investment in emerging digital technologies.
Based on this growth strategy, in March 1995, Anacomp attempted to refinance
certain of its existing indebtedness through a public offering of $225.0
million of senior secured notes. The new notes would have deferred an
aggregate of $153.0 million in scheduled principal payments in fiscal years
1995 through 1998, resulting in increased liquidity and cash for product
development. Anacomp was unable to complete the refinancing and announced
the withdrawal of the proposed offering on April 6, 1995.
As a result of the withdrawn offering and weaker than anticipated second
quarter results, including disappointing sales performance for the Company's
new products, the Company did not have sufficient cash available to make
both its $20.0 million scheduled principal payment due April 26, 1995 on the
Old Credit Facilities and Old Senior Notes and the $16.9 million scheduled
interest payment due May 1, 1995 on the Old Senior Subordinated Notes.
The Company sought an agreement with its Senior Secured Lenders to
reschedule its April 26, 1995 principal payment but was unable to obtain
such an agreement.
The Company currently is in default under substantially all of its debt
agreements as a result of its failure to make $89.7 million principal
payments scheduled for April 26, 1995 and October 26, 1995 on the Old Credit
Facilities and Old Senior Notes (including $60.0 million relating to the
revolving loan agreement which expired on October 26, 1995), the $34.1
million interest payments scheduled for May 1, 1995 and November 1, 1995 on
its Old Senior Subordinated Notes, and the $1.6 million interest payment
scheduled for July 15, 1995 on the Old 13.875% Subordinated Debentures, as
well as certain financial covenant violations, and the cross-default
provisions of the other debt agreements.
The Company has been engaged in continuous efforts since May 1995 to
formulate a restructuring plan to satisfy its various investor
constituencies. Such efforts have included the retention of various
financial advisors to assist in the restructuring process and the
development by the Company of a new business plan and strategy to address
the Company's current financial situation and disappointing recent financial
performance.
After months of discussions and negotiations with representatives of
Anacomp's senior secured lenders and with unofficial committees representing
the 15% Senior Subordinated Notes and the 13.875% and 9% Convertible
Subordinated Debentures (the "Subordinated Debentures"), the Company reached
an agreement in principle with an unofficial committee representing holders
of the 15% Senior Subordinated Notes. On January 5, 1996, the Company filed
a prenegotiated Plan of Reorganization ("Plan") with the U.S. Bankruptcy
Court in Delaware under Chapter 11 of the Bankruptcy Code.
Pursuant to the Plan, (i) Anacomp's senior secured debt would be exchanged
for senior secured notes with a three year maturity, mandatory sinking fund
payments, and an interest rate of Libor plus 3.75%; (ii) the 15% Senior
Subordinate Notes would be exchanged for $160.0 million in new 13% senior
subordinated notes with a six year maturity and 92.5% of the new common
stock to be issued by the Company; (iii) the Subordinated Debentures would
be exchanged for 7.5% of the Company's new common stock and warrants to
purchase 2.5% of the new common stock; (iv) the Preferred Stock would be
exchanged for warrants to purchase less than 1% of the new common stock; and
(v) the existing common stock would be exchanged for warrants to purchase
less than 1% of the new common stock. Under the terms of the Plan, trade
creditors will continue to be paid under normal trade terms.
Certain representatives of Anacomp's senior secured lenders have indicated
that they do not support the Plan. The Company continues to negotiate with
all its lenders in an attempt to reach a consensual agreement. There can be
no assurance that this prenegotiated Plan will be accepted by the Bankruptcy
Court or all the necessary votes accepting the Plan will be obtained from
the lenders. If an agreement is not reached, a non-negotiated Chapter 11
proceeding is likely to occur.
Results of Operations-Fiscal 1995, 1994 and 1993
General
Anacomp incurred a loss of $238.3 million for the year ended September 30,
1995 as compared to income of $15.0 million and $18.6 million for the year
ended September 30, 1994 and 1993, respectively. Included in the fiscal 1995
loss are special charges of $136.9 million, representing a write-off of
goodwill of $108.0 million and $28.9 million of costs associated with
software investments (See notes 2 and 5 to the accompanying Consolidated
Financial Statements and discussion above). Also included in the loss is a
$29.0 million deferred tax provision and $32.7 million of restructuring
charges which include severance costs, inventory write-downs, excess
facilities and other reserves. Further contributing to the overall loss was
a decrease in operating income of $38.2 million compared to the prior year
and $6.0 million of expenses associated with the proposed refinancing and
current restructuring.
36
Operating income, i.e., income before special and restructuring charges,
interest, other income and income taxes, decreased $38.2 million in fiscal
1995 compared to fiscal 1994 and $9.1 million in fiscal 1994 compared to the
previous fiscal year. Both declines were largely attributable to a change
in product mix as the relatively less profitable magnetics products
represented a greater portion of total sales, as well as reduced supplies
and COM services margins due to lower selling prices.
Total revenues for fiscal 1995 decreased $1.4 million from the prior fiscal
year. Revenues from sales of magnetics products increased $29.5 million
resulting from the acquisition of Graham Magnetics in May 1994. In
addition, the acquisition of the COM services customer base of 14 data
service centers from National Business Systems, Inc. ("NBS") on January 3,
1994 contributed incremental revenues of approximately $2.7 million to the
fiscal 1995 results. Offsetting these contributions were decreases in
micrographics supplies, COM systems, maintenance services and other
revenues.
Anacomp's fiscal 1994 revenues totaled $592.6 million compared to $590.2
million in fiscal 1993. The Graham acquisition contributed $22.4 million to
fiscal 1994 revenues and NBS contributed $9.1 million to fiscal 1994
revenues. Excluding the contributions from these two acquisitions, fiscal
1994 revenues decreased $29.1 million from fiscal 1993 principally due to
decreased sales of COM systems, duplicate film and retrieval devices.
Selling, general and administrative expenses were 18.5% of revenues in
fiscal 1995 compared to 15.6% in fiscal 1994. The increase is due in part
to the acquisitions of Graham Magnetics and the NBS customer base and the
impact of amortization of the intangible assets recorded on those
transactions. Also contributing to the increase was a fiscal 1994 $4.7
million environmental reserve adjustment resulting from the receipt of
insurance proceeds related to Environmental Protection Agency ("EPA")
liabilities. In addition, the sale-leaseback of data center equipment
increased equipment rental costs by $2.5 million more than the reduction in
depreciation costs compared to the prior period, and this increase is
reflected in selling, general and administrative expenses.
Selling, general and administrative expenses were 16.4% of revenues in 1993.
Selling, general and administrative costs in fiscal 1994 decreased $4.3
million compared to fiscal 1993 due in part to the receipt of insurance
proceeds related to the EPA liabilities described above.
Operating income before special and restructuring charges, interest, other
income, income taxes, extraordinary credit and cumulative effect of
accounting change as a percent of revenues were 7% in fiscal 1995, 13.4% in
fiscal 1994, and 15% in fiscal 1993. The decrease was largely attributable
to a change in product mix as the relatively less profitable magnetics
products represented a greater portion of total sales and a reduction in
supplies and COM services margins due to the drop in selling prices.
The Company has reclassified accreted interest on unfavorable lease reserves
from discontinued operations to interest expense in fiscal 1994 and fiscal
1993 to conform with the fiscal 1995 presentation.
1995 Special Charges
As mentioned above, included in the operating results for fiscal 1995 are
special charges totaling $136.9 million including the write-off of a portion
of goodwill related to micrographics products. During the year, Anacomp
announced several significant events which are summarized as follows:
On April 6, 1995, the Company announced that it was withdrawing its proposed
offering of $225.0 million senior secured notes previously announced on
January 23, 1995.
37
On April 27, 1995, the Company announced that it had agreed with its Senior
Secured Lenders to make its current interest payment of $2.0 million on its
Senior Secured Debt while continuing to negotiate the rescheduling of all or
a substantial portion of the $20.0 million scheduled amortization payment
due April 26, 1995, which the Company failed to make, and the waiver of
certain financial covenant violations as of March 31, 1995. The Company
also announced that until an agreement was reached with its Senior Secured
Lenders (and Holders of Old Senior Subordinated Notes) the Company would not
make its upcoming $16.9 million interest payment on the Old Senior
Subordinated Notes scheduled for May, 1995 and would defer making dividend
payments on the Old Preferred Stock.
On May 15, 1995, in connection with announcing a second quarter loss of $8.2
million, the Company announced plans for a restructuring of its operations
which would include several cost cutting measures and personnel reductions.
These initiatives are expected to reduce expenses in excess of $20 million
annually. The Company also announced the appointment of a new president.
These developments have significantly constrained Anacomp's ability to
finance certain previously projected activities. In addition, in 1995,
Anacomp failed to achieve its original projections of operating results and
has experienced lower than expected sales of major new software products
which were first introduced in January 1995. In light of Anacomp's
withdrawn note offering, disappointing recent financial performance and
default on its indebtedness, the Company prepared the New Operating Plan.
Based on the events discussed above and in connection with the change in
accounting discussed in Note 1 to the accompanying Consolidated Financial
Statements, Anacomp determined that goodwill had been impaired and measured
the impairment based on the fair value approach discussed in Note 1. As
required by generally accepted accounting principles, this accounting
change, which amounted to a charge of $108.0 million, was recorded as a
change in estimate and was included in the results of operations for the
quarter ended June 30, 1995.
Over the last three years, Anacomp has invested and capitalized over $20.0
million related to the development of software to provide advanced
capabilities for the XFP 2000 related to the processing of Xerox and IBM
print streams. These software enhancements are referred to as the Xerox
Compatibility Feature ("XCF") and Advance Function Presentation ("AFP")
feature. XCF was introduced at the beginning of the second quarter and AFP
at the beginning of the fourth quarter. Initial sales of the XCF product
have been significantly below expectations. Based upon that experience,
Anacomp has updated its sales forecast for both products and has adjusted
the carrying amount of the software investment to net realizable value.
That adjustment resulted in a software write-off of $20.3 million (included
on the balance sheet under the category other assets) and the establishment
of a $8.6 million reserve (of which $7.7 million was outstanding at
September 30, 1995) for future payments to Pennant Systems for software
license (included on the balance sheet under the category accrued
liabilities) and maintenance obligations which are not recoverable based
upon the revised sales forecasts.
New Operating Plan
Also included in the operating results for fiscal year 1995 are
restructuring charges of $32.7 million resulting from the Company's New
Operating Plan. The restructuring charges include severance costs of $5.9
million, inventory write-downs of $9.1 million, excess facility reserves of
$7.7 million and other reserves of $10.0 million.
38
The Company's strategy for ongoing financial improvement is to eliminate
unprofitable product lines and outsource manufacturing for low-margin
products while continuing to offer similar products on an OEM or reseller
basis. The New Operating Plan resulted in a determination to exit certain
business or product lines. Specifically, Anacomp: (i) sold its Image
Conversion Services Division ("ICS"); (ii) closed its Omaha, Nebraska
factory which produces the magnetic media for flexible diskettes; and (iii)
discontinued the manufacture of readers and reader/printers. In view of the
Company's New Operating Plan, the Company also announced a Company-wide
reduction in work force. Costs relating to the reduction in work force, the
closing of the Omaha factory and the discontinuance of manufacturing of
readers and reader/printers appear in the financial results for the year
under "Restructuring Charges."
The ICS division performs source document microfilm services at several
facilities around the country, generating approximately $21.5 million of
revenues in fiscal 1995. The sale of this division was consummated
effective as of October 31, 1995 for approximately $13.5 million at a net
gain to the Company of approximately $7.2 million. This gain will be
included in fiscal year 1996's first quarter results. The net proceeds of
the sale of ICS were applied to payment of principal outstanding under the
Old Credit Facilities and Old Senior Notes.
The market price of the magnetic media manufactured in Anacomp's Omaha
factory has been decreasing significantly over the last several months. In
addition, Anacomp's primary customer continues to experience liquidity
shortfalls which places this product line at increased business risk. As a
result, Anacomp announced the closure of this facility on July 28, 1995 and
recorded a loss of approximately $8.4 million in the fourth quarter
including equipment and inventory write-downs, severance and close down
expenses. The closure is expected to be completed in the first quarter of
fiscal 1996.
During the fourth quarter, Anacomp reached agreement with Eye Communication
Systems, Inc. ("Eye Com") to manufacture Anacomp's general requirements for
readers and certain reader/printers. In addition, Anacomp announced the
discontinuation of those reader/printer models that will not be manufactured
by Eye Com. During the first few months of fiscal year 1996, Anacomp will
continue to build the discontinued models to utilize remaining inventories;
transfer inventory and tooling to Eye Com which will manufacture selected
reader and reader/printer models; and generally exit the manufacturing
process for these products. Anacomp recorded a loss of $10.0 million in the
fourth quarter resulting from the decision to discontinue manufacturing
reader and reader/printers reflecting equipment and inventory write-downs,
severance and close down expenses.
Results of Operations - Products and Services
Micrographics Supplies and Equipment
Micrographics supplies and equipment revenues, which accounted for 32% of
the Company's revenues in fiscal 1995, decreased 7% compared to fiscal 1994.
Original film sales decreased 6% on lower unit volumes while duplicate film
sales increased 3%. The duplicate film increase is due primarily to the
reacquisition of First Image Management Company ("First Image") as a
duplicate film customer and the addition of Eastman Kodak Company's
("Kodak") European duplicate film business. Retrieval products sales
decreased 13% compared to fiscal 1994 and are expected to decrease further
as a result of the decision to exit the manufacturing of these products
discussed above.
Micrographics supplies revenues decreased 8% in fiscal 1994, principally due
to reduced demand for duplicate film, readers and reader/printers. As the
Company's supplies and equipment business partly depends on sales of the
Company's COM systems to generate repeat business, revenues from this
business unit will be readily affected by the declines in COM systems sales.
39
Micrographics supplies and equipment operating margins as a percent of
revenue decreased 4% in fiscal 1995 as a result of lower average selling
prices and increased costs of production. Micrographics supplies and
equipment operating margins in fiscal 1994 were comparable to fiscal 1993.
In fiscal 1993, micrographics supplies operating margins were down 2% to 3%,
due in part to currency fluctuations affecting both revenues and costs as
well as pricing competition in certain product lines.
Micrographics Services
Micrographics services revenues, which accounted for 22% of Anacomp's
revenues in fiscal 1995, were level compared to fiscal 1994 despite a 10%
increase in volume, 3% of which is attributable to the acquisition of the
COM services customer base of 14 data service centers from NBS. COM service
revenues were adversely affected by a decline in average selling prices
reflecting a continuation of market price erosion which the Company expects
to continue for at least the near future.
Micrographics services revenues increased 5% in fiscal 1994 and decreased 2%
in fiscal 1993, on volume increases of 10% in fiscal 1994 and 13% in fiscal
1993. The increase in fiscal 1994 volume is the result of the NBS
acquisition. Decreasing prices adversely affected Anacomp's micrographics
services business in fiscal 1994 and fiscal 1993.
Micrographics services operating margins as a percent of revenue decreased
5% in fiscal 1995 and 2% in fiscal 1994 as reductions in average selling
prices exceeded reductions in production costs. In fiscal 1993, reductions
in operating costs kept margins steady despite intense price competition.
Maintenance Services
Maintenance services revenues, which accounted for 15% of the Company's
revenues in fiscal 1995, are derived principally from COM recorders and
duplicators. Such revenues decreased 5% in fiscal 1995 when compared to
fiscal 1994 primarily due to the effect of replacing older generation COM
systems with the XFP 2000 which has a capacity significantly greater than
the previous generation COM systems. In addition, reduced pricing and
credits issued to a major customer contributed to the decrease.
Maintenance revenues increased $3.1 million in fiscal 1994 and decreased
$4.8 million in fiscal 1993. The improvement in fiscal 1994 is largely the
result of the addition of a national data service center company to
Anacomp's customer base. Approximately one-half of the decline in fiscal
1993 was caused by currency fluctuations. The remaining decline was caused
in part by the improved capacity and efficiency of the XFP 2000. The
Company's maintenance revenues are adversely affected by the replacement of
older COM systems with XFP 2000 systems because fewer XFP 2000 systems are
required to process the same volume as older COM systems. Operating margins
modestly decreased in fiscal 1995 and fiscal 1994 after remaining level in
fiscal 1993.
COM Systems
COM systems revenues, which accounted for 9% of the Company's revenues in
fiscal 1995, decreased $7.0 million with the sale or leasing of 153 XFP 2000
systems in fiscal 1995 compared to 165 systems in fiscal 1994. Also
included in COM systems revenues in fiscal 1995 is $3.5 million of sales of
equipment for use in Anacomp data centers under sale and leaseback
arrangements compared to $5.6 million in fiscal 1994.
COM systems revenues decreased 22% in fiscal 1994 because of the decline in
sales and operating leases of XFP 2000 COM systems from 274 systems in
fiscal 1993 to 165 systems in fiscal 1994. This decline was partly the
result of reduced original equipment manufacturer ("OEM") shipments (25
systems in fiscal 1994 compared to 67 in fiscal 1993).
COM systems revenues increased slightly in fiscal 1993 after consideration
of currency effects.
40
COM systems operating margins improved in fiscal 1995 and fiscal 1994
despite reduced revenues as a result of higher average selling prices.
Operating margins in fiscal 1993 improved significantly both as a result of
higher XFP 2000 volumes and the benefits from the facility consolidation
that took place in fiscal 1992.
Magnetics
Magnetics revenues, which accounted for 22% of the Company's revenues in
fiscal 1995, increased $29.5 million, or 23% compared to fiscal 1994. The
increase is due to the contribution from the acquisition of Graham Magnetics
in May 1994. The acquisition of Graham in May 1994 was the primary reason
for a 36% increase in fiscal 1994 magnetics revenues over fiscal 1993.
Graham manufactured certain magnetics products at its facility in Graham,
Texas. Anacomp has shifted all its U.S. production of those products from
its Omaha, Nebraska plant to the Graham facility. The costs associated with
this relocation were not significant. The consolidation resulted in
improved manufacturing efficiencies and overall headcount reduction.
Magnetics revenues decreased $16.5 million in fiscal 1993. Almost half of
the decrease was due to the completion of a one-time OEM arrangement, which
contributed $9.7 million in revenues in fiscal 1992 and only $1.1 million in
fiscal 1993. In addition, Anacomp experienced decreased demand of 3480 and
TK 50/52 cartridge tapes as well as open reel tape, as these products
continued to mature. Anacomp introduced the high-compression 3490E
cartridge tape in mid-1993, which contributed over $8.0 million of revenues
in fiscal 1994.
The revenues added in fiscal 1995 and fiscal 1994 from the Graham
acquisition resulted in increased operating profits in those years. The
reduced revenues in fiscal 1993 resulted in a significant reduction in
operating profits.
Other revenues decreased $6.0 million in fiscal 1995 compared to fiscal 1994
due to reduced revenues from Anacomp's A-New product.
Results of Operations - Other
Interest
Interest expense and fee amortization totaling $70.9 million in fiscal 1995
increased compared to 1994 due to $3.3 million of default interest and
interest on unpaid scheduled interest on the senior secured debt as well as
the Old Senior Subordinated Notes which is required by the terms of the
various debt agreements.
The reduction in interest expense in fiscal 1994 resulted from lower
debt levels, partly offset by the increase in short-term interest rates.
Interest expense in fiscal 1993 declined as a result of debt repayments as
well as reduced interest rates.
Income Taxes
The Company adopted Financial Accounting Standards No. 109, Accounting
for Income Taxes, in the first quarter of fiscal year 1994. The adoption
resulted in a one-time increase to income of $8.0 million reflecting the
cumulative effect on prior years of this accounting change. In addition,
the Company recorded a deferred tax asset of $95.0 million representing the
U.S. federal and state tax savings from net operating loss carryforwards
("NOLs") and tax credits. The Company also recorded a valuation allowance
of $60.0 million, reducing the deferred tax asset to $35.0 million. In
determining the valuation allowance, the Company assumed pre-tax income at
present levels and considered the impact of the reversal of temporary
differences and the periods in which NOL carryforward benefits expire.
41
Included in the provision for income taxes in fiscal 1995 is a deferred tax
provision of $29.0 million. The deferred tax provision includes U.S. tax on
undistributed foreign earnings of $9.0 million and the write-off of net
deferred tax assets of $20.0 million. This write-off results from the
uncertainty regarding the financial restructuring currently in progress and,
accordingly, the uncertainty regarding the ultimate benefit to be derived
from Anacomp's tax loss carryforwards. The remaining components of the
provision for income taxes are taxes of $4.8 million on earnings of
Anacomp's foreign subsidiaries and a tax reserve adjustment of $1.2 million.
Income taxes as a percentage of income from operations were 55% in fiscal
1994 and 43% in fiscal 1993. In fiscal 1994 and fiscal 1993, income tax
expense was reduced $1.2 million and $3.7 million, respectively, as a result
of the favorable settlement and disposition of previously established tax
reserves. The effective tax rate is higher than the U.S. statutory rate
because of amortization of goodwill which is not deductible for tax purposes
and generally higher foreign tax rates. See note 14 to Anacomp's audited
consolidated financial statements included elsewhere herein.
Liquidity and Capital Resources
Anacomp's working capital at September 30, 1995, excluding the current
portion of long-term debt, amounted to a $13.8 million deficit compared to
$51.0 million at September 30, 1994. As disclosed in the Consolidated
Statements of Cash Flows, net cash provided by operating activities
decreased to $19.9 million for fiscal year ended September 30, 1995 compared
to $52.7 million in the comparable prior period, due primarily to the
significant loss for the period. Net cash provided by investing activities
increased to $3.1 million in the current period, compared to net cash used
in investing activities of $23.6 million in the comparable prior period,
primarily as a result of the sale-leaseback of data service center equipment
and reduced payments to acquire companies.
Prior to the formulation of the New Operating Plan, the Company initiated
several cost cutting measures and personnel reductions which are expected to
reduce expenses in excess of $20 million annually. As part of the New
Operating Plan, the Company also announced additional Company-wide personnel
reductions in the fourth quarter. In addition, the Company sold its ICS
division for approximately $13.5 million; closed its Omaha, Nebraska
magnetics factory; and will discontinue the manufacture of readers and
reader/printers. As a result of these measures, the Company revised its
forecasts on numerous product lines and wrote off several investments on its
year-end balance sheet.
The Company's cash balance as of September 30, 1995 was $19.4 million and is
expected to be approximately $22.0 million at December 31, 1995. Anacomp
anticipates that the Company will be able to operate its business in the
ordinary course during the pendency of the bankruptcy proceeding. Through
the utilization of cash available at the date the bankruptcy proceeding was
filed, and pursuant to an order of the Bankruptcy Court permitting Anacomp
to use cash collateral to pay expenses, Anacomp expects to have sufficient
liquidity to conduct its business without disruption and to pay trade
creditors in the ordinary course.
Prior to the Chapter 11 filing, the Company was experiencing a liquidity
shortfall caused by continued declining revenues and a highly leveraged
balance sheet. Upon consummation of the Restructuring, the Company's pre-
petition liquidity problems will be resolved by (i) deferring principal and
interest payments that were due under the Company's senior secured debt;
(ii) eliminating a significant portion of the payment obligations under the
15% Senior Subordinated Notes, all payment obligations under the
Subordinated Debentures and all payment obligations under the Company's
Preferred Stock and (iii) generating cash flow sufficient to service all of
the Company's new debt.
As part of the New Operating Plan, Anacomp has and will continue to reduce
capital expenditures by limiting research and development expenditures and
costs associated with manufacturing new products. This resulted in reduced
capital expenditures for fiscal 1995 of $14.4 million compared to $18.9
million in fiscal 1994. The Company expects annual capital expenditures not
to exceed $10.0 million in the near future, plus annual expenditures of up
to $5.0 million per year for the acquisition of lines of business.
42
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Anacomp, Inc.:
We have audited the accompanying consolidated balance sheets of Anacomp,
Inc. (an Indiana corporation) and subsidiaries as of September 30, 1995 and
1994, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the three years in the period
ended September 30, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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 materials respects, the financial position of Anacomp, Inc. and
subsidiaries as of September 30, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended September 30, 1995 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company experienced a net loss in 1995, is
currently in default under substantially all of its debt agreements, and in
addition, on January 5, 1996, the Company filed a prenegotiated voluntary
petition for relief under Chapter 11 of the Bankruptcy Code. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described
in Note 2. In the event a plan of reorganization is accepted, continuation
of the business thereafter is dependent on the Company's ability to achieve
sufficient cash flow to meet its restructured debt obligations. The
accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
As explained in Note 1 to the financial statements, effective June 30, 1995,
the Company changed its method of accounting for the measurement of goodwill
impairment.
Indianapolis, Indiana Arthur Andersen LLP
November 10, 1995, except with respect to
Note 2 and the second paragraph of Note 22
as to which the date is January 5, 1996.
43
CONSOLIDATED BALANCE SHEETS
Anacomp, Inc. and Subsidiaries
(Dollars in thousands,
except per share amounts) September 30, 1995 1994
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 19,415 $ 19,871
Accounts and notes receivable, less allowances for doubtful
accounts of $7,367 and $3,550, respectively . . . . . . . . . . . . 90,091 117,441
Current portion of long-term receivables . . . . . . . . . . . . . . 6,386 8,021
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,995 63,375
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . 5,306 5,421
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . 175,193 214,129
Property and equipment, at cost less accumulated depreciation and
amortization of $96,898 and $100,574, respectively. . . . . . . . . . 44,983 66,769
Long-term receivables, net of current portion . . . . . . . . . . . . . 12,322 16,383
Excess of purchase price over net assets of businesses acquired
and other intangibles, net. . . . . . . . . . . . . . . . . . . . . . 160,315 279,607
Deferred tax asset, net of valuation allowance of $108,400 and
$57,000, respectively . . . . . . . . . . . . . . . . . . . . . . . . -- 29,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,216 52,751
$421,029 $658,639
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $389,900 $ 45,222
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . 57,368 82,790
Accrued compensation, benefits and withholdings . . . . . . . . . . . 20,891 16,573
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . 9,365 9,000
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,746 19,701
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . 60,587 35,027
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . 578,857 208,313
Long-term debt, net of current portion. . . . . . . . . . . . . . . . . -- 366,625
Other noncurrent liabilities. . . . . . . . . . . . . . . . . . . . . . 5,841 9,467
Total noncurrent liabilities. . . . . . . . . . . . . . . . . . . . . . 5,841 376,092
Commitments and contingencies (See Note 15)
Redeemable preferred stock, $.01 par value, issued and outstanding
500,000 shares (aggregate preference value of $25,000). . . . . . . . 24,574 24,478
Stockholders' equity (deficit):
Common stock, $.01 par value; authorized 100,000,000 shares;
46,187,625 and 45,728,505 issued, respectively. . . . . . . . . . . 462 457
Capital in excess of par value . . . . . . . . .. . . . . . . . . . . 182,725 181,843
Cumulative translation adjustment . . . . . . . . . . . . . . . . . . 1,329 (269)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (372,759) (132,275)
Total stockholders' equity (deficit). . . . . . . . . . . . . . . . . . (188,243) 49,756
$421,029 $658,639
======== ========
See notes to consolidated financial statements.
44
CONSOLIDATED STATEMENTS OF OPERATIONS
Anacomp, Inc. and Subsidiaries
(Dollars in thousands,
except per share amounts) Year ended September 30, 1995 1994 1993
Revenues:
Services provided . . . . . . . . . . . . . . . . . . . . . . . $ 219,881 $ 223,511 $ 213,302
Equipment and supply sales . . . . . . . . . . . . . . . . . . 371,308 369,088 376,906
591,189 592,599 590,208
Operating costs and expenses:
Costs of services provided . . . . . . . . . . . . . . . . . . 161,211 156,214 141,998
Costs of equipment and supplies sold. . . . . . . . . . . . . . 279,456 264,269 262,754
Selling, general and administrative expenses. . . . . . . . . . 109,127 92,539 96,822
Special charges (See Note 1). . . . . . . . . . . . . . . . . . 136,889 -- --
Restructuring charges (See Note 3) . . . . . . . . . . . . . . 32,695 -- --
719,378 513,022 501,574
Income (loss) from operations before interest, other income,
income taxes, extraordinary credit, and cumulative
effect of accounting change . . . . . . . . . . . . . . . . . . (128,189) 79,577 88,634
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . 2,000 3,144 3,042
Interest expense and fee amortization . . . . . . . . . . . . . . (70,938) (67,174) (68,960)
Financial restructuring costs (See Note 5). . . . . . . . . . . . (5,987) -- --
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . (212) (192) (2,225)
(75,137) (64,222) (68,143)
Income (loss) before income taxes, extraordinary credit,
and cumulative effect of accounting change . . . . . . . . . . (203,326) 15,355 20,491
Provision for income taxes . . . . . . . . . . . . . . . . . . . 35,000 8,400 8,800
Income (loss) before extraordinary credit and
cumulative effect of accounting change . . . . . . . . . . . . (238,326) 6,955 11,691
Extraordinary credit - reduction of income taxes arising from
utilization of tax loss carryforwards . . . . . . . . . . . . . -- -- 6,900
Cumulative effect on prior years of a change in accounting
for income taxes. . . . . . . . . . . . . . . . . . . . . . . . -- 8,000 --
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . (238,326) 14,955 18,591
Preferred stock dividends and discount accretion . . . . . . . . 2,158 2,158 2,158
Net income (loss) available to common stockholders. . . . . . . . $(240,484) $ 12,797 $ 16,433
========== ========= =========
Earnings (loss) per common and common equivalent share:
Income (loss), net of preferred stock dividends
and discount accretion . . . . . . . . . . . . . . . . . $ (5.22) $ .10 $ .22
Extraordinary credit. . . . . . . . . . . . . . . . . . . . -- -- .17
Cumulative effect on prior years of a change in
accounting for income taxes . . . . . . . . . . . . . . . -- .17 --
Net income (loss) available to common stockholders . . . . $ (5.22) $ .27 $ .39
========== ========= =========
See notes to consolidated financial statements.
45
CONSOLIDATED STATEMENTS OF CASH FLOWS
Anacomp, Inc. and Subsidiaries
(Dollars in thousands) Year ended September 30, 1995 1994 1993
Cash flows from operating activities:
Net income (loss)............................................ $(238,326) $ 14,955 $ 18,591
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization............................... 43,375 40,649 38,208
Cumulative effect of a change in accounting for
income taxes .............................................. -- (8,000) --
Provision (benefit) for losses on accounts receivable ...... 2,742 (695) (892)
Provision for inventory valuation .......................... 10,956 -- --
Deferred taxes.............................................. 29,000 6,000 --
Special charges (See Note 1)................................ 136,889 -- --
Loss (gain) on disposition of assets ....................... 6,308 776 (721)
Change in assets and liabilities net of effects
from acquisitions:
Decrease in accounts and long-term receivables............ 30,948 3,040 1,215
Decrease (increase) in inventories and prepaid expenses... (1,612) 15,254 1,308
Increase in other assets.................................. (8,207) (11,349) (5,329)
Increase (decrease) in accounts payable
and accrued expenses..................................... 11,465 (3,623) 1,125
Decrease in other noncurrent liabilities.................. (3,626) (4,323) (7,613)
Net cash provided by operating activities............... 19,912 52,684 45,892
Cash flows from investing activities:
Proceeds from sale of assets.................................. 18,777 7,805 15,956
Purchases of property, plant and equipment.................... (14,372) (18,868) (20,726)
Proceeds from notes receivable................................ -- -- 1,343
Payments to acquire companies and customer rights............. (1,262) (14,565) (1,114)
Net cash provided by (used in) investing activities...... 3,143 (25,628) (4,541)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants........... 743 1,484 2,262
Proceeds from revolving line of credit and
long-term borrowing.......................................... 22,529 39,000 39,799
Principal payments on long-term debt.......................... (45,859) (71,095) (77,958)
Preferred dividends paid...................................... (1,031) (2,062) (2,062)
Payments related to the issuance of debt and equity........... -- -- (7,707)
Net cash used in financing activities................... (23,618) (32,673) (45,666)
Effect of exchange rate changes on cash......................... 107 566 (644)
Decrease in cash and cash equivalents .......................... (456) (5,051) (4,959)
Cash and cash equivalents at beginning of year.................. 19,871 24,922 29,881
Cash and cash equivalents at end of year........................ $ 19,415 $ 19,871 $ 24,922
========== ========== ==========
46
Supplemental disclosures of cash flow information:
(Dollars in thousands) Year ended September 30, 1995 1994 1993
Cash paid during the year for:
Interest ..................................................... $ 39,426 $ 57,781 $ 59,552
Income taxes.................................................. 4,128 2,007 3,468
Supplemental schedule of non-cash investing and financing activities:
During 1995, 1994, and 1993 the Company acquired companies and rights to provide future
services. In conjunction with these acquisitions, the purchase price consisted of the following:
(Dollars in thousands) Year ended September 30, 1995 1994 1993
Cash paid .................................................... $ 1,262 $ 14,565 $ 1,114
Credit memos issued .......................................... -- 3,085 150
Notes payable issued.......................................... -- 4,290 3,170
Stock issued.................................................. -- 17,201 --
Total fair value of acquisitions............................ $ 1,262 $ 39,141 $ 4,434
========== ========== =========
See notes to consolidated financial statements.
47
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Anacomp, Inc. and Subsidiaries
Capital in Cumulative
Year ended September 30, Common excess of translation
(Dollars in thousands) 1995, 1994 and 1993 stock par value adjustment Deficit Total
BALANCE AT SEPTEMBER 30, 1992. . . . . . . . . . . . . . . $ 397 $161,198 $ 8,200 $(161,505) $ 8,290
Common stock issued for purchases under the
Employee Stock Purchase Plan . . . . . . . . . . . . . . 4 1,253 -- -- 1,257
Exercise of stock options . . . . . . . . . . . . . . . . 5 997 -- -- 1,002
Preferred stock dividends. . . . . . . . . . . . . . . . . -- -- -- (2,062) (2,062)
Accretion of redeemable preferred stock discount . . . . . -- -- -- (96) (96)
Translation adjustments for year . . . . . . . . . . . . . -- -- (12,944) -- (12,944)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . -- (239) -- -- (239)
Net income for the year . . . . . . . . . . . . . . . . . . -- -- -- 18,591 18,591
BALANCE AT SEPTEMBER 30, 1993. . . . . . . . . . . . . . . 406 163,209 (4,744) (145,072) 13,799
Common stock issued for purchases under the
Employee Stock Purchase Plan . . . . . . . . . . . . . . 3 872 -- -- 875
Exercise of stock options . . . . . . . . . . . . . . . . 3 606 -- -- 609
Preferred stock dividends. . . . . . . . . . . . . . . . . -- -- -- (2,062) (2,062)
Accretion of redeemable preferred stock discount . . . . . -- -- -- (96) (96)
Translation adjustments for year . . . . . . . . . . . . . -- -- 4,475 -- 4,475
NBS stock issuance . . . . . . . . . . . . . . . . . . . . 20 7,380 -- -- 7,400
Graham stock issuance. . . . . . . . . . . . . . . . . . . 25 9,776 -- -- 9,801
Net income for the year . . . . . . . . . . . . . . . . . -- -- -- 14,955 14,955
BALANCE AT SEPTEMBER 30, 1994. . . . . . . . . . . . . . . 457 181,843 (269) (132,275) 49,756
Common stock issued for purchases under the
Employee Stock Purchase Plan . . . . . . . . . . . . . . 3 689 -- -- 692
Exercise of stock options . . . . . . . . . . . . . . . . 1 50 -- -- 51
Preferred stock dividends. . . . . . . . . . . . . . . . . -- -- -- (2,062) (2,062)
Accretion of redeemable preferred stock discount . . . . . -- -- -- (96) (96)
Translation adjustments for year . . . . . . . . . . . . . -- -- 1,598 -- 1,598
Graham stock issuance. . . . . . . . . . . . . . . . . . . 1 143 -- -- 144
Net loss for the year . . . . . . . . . . . . . . . . . . -- -- -- (238,326) (238,326)
BALANCE AT SEPTEMBER 30, 1995. . . . . . . . . . . . . . . $ 462 $182,725 $ 1,329 $(372,759) $(188,243)
======== ======== ======== ========= =========
See notes to consolidated financial statements.
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Anacomp, Inc. and Subsidiaries
NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Consolidation
The consolidated financial statements include the accounts of Anacomp, Inc.
("Anacomp" or the "Company") and its wholly-owned subsidiaries. Material
intercompany transactions have been eliminated. Certain amounts in the prior
year consolidated financial statements have been reclassified to conform to the
current presentation.
Foreign Currency Translation
Substantially all assets and liabilities of Anacomp's international operations
are translated at the year-end exchange rates; income and expenses are
translated at the average exchange rates prevailing during the year.
Translation adjustments are accumulated in a separate section of stockholders'
equity. Foreign currency transaction gains and losses are included in net
income.
Segment Reporting
Anacomp operates in a single business segment - providing equipment, supplies
and services for information management, including storage, processing and
retrieval.
Significant 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 reporting period.
Actual results could differ from these estimates.
Revenue Recognition
Revenues from sales of products and services or from lease of equipment under
sales-type leases are recorded based on shipment of products or performance of
services. Under sales-type leases, the present value of all payments due under
the lease contracts is recorded as revenue, cost of sales is charged with the
book value of the equipment plus installation costs, and future interest income
is deferred and recognized over the lease term. Revenues from maintenance
contracts are deferred and recognized in earnings on a pro rata basis over the
period of the agreements.
Inventories
Inventories are stated at the lower of cost or market, cost being determined by
methods approximating the first-in, first-out basis.
The cost of the inventories is distributed as follows:
(Dollars in thousands) September 30, 1995 1994
Finished goods ..................... $ 38,702 $ 41,661
Work in process .................... 4,955 5,903
Raw materials and supplies ......... 10,338 15,811
$ 53,995 $ 63,375
======== ========
49
Property and Equipment
Property and equipment are carried at cost. Depreciation and amortization of
property and equipment are generally provided under the straight-line method
for financial reporting purposes over the shorter of the estimated useful lives
or the lease terms. Tooling costs are amortized over the total estimated units
of production, not to exceed three years.
Debt Issuance Costs
The Company capitalizes all costs related to the issuance of debt and amortizes
those costs using the effective interest method over the life of the related
debt instruments. Remaining debt issuance costs of $12.7 million, and $18.4
million at September 30, 1995 and 1994, respectively, are included in "Other
Assets" in the accompanying Consolidated Balance Sheets. During the fiscal
years 1995, 1994 and 1993, the Company amortized $5.7 million, $5.3 million and
$5.0 million of debt issuance costs which are included in "Interest Expense and
Fee Amortization" in the accompanying Consolidated Statement of Operations.
Goodwill
Excess of purchase price over net assets of businesses acquired ("goodwill")
is amortized on the straight-line method over the estimated periods of
future demand for the product acquired. Goodwill related to magnetics'
products of $5.4 million and $5.2 million, net of accumulated amortization
of $575,334 and $132,375, at September 30, 1995 and 1994, respectively, is
being amortized over 15 years. Goodwill related to the micrographics
business which includes supplies, COM systems, micrographics services and
maintenance services is primarily being amortized over 40 years. When
factors indicate that goodwill should be evaluated for impairment, Anacomp
historically has evaluated goodwill based on comparing the unamortized
balance of goodwill to undiscounted operating income over the remaining
goodwill amortization period. Effective June 30, 1995, Anacomp elected to
modify its method of measuring goodwill impairment to a fair value approach.
If it is determined that impairment has occurred, the excess of the
unamortized goodwill over the fair value of the goodwill applicable to the
business unit will be charged to operations. For purposes of determining
fair value, the Company values the goodwill using a multiple of cash flow
from operations based on consultation with its investment advisors. Anacomp
has concluded that fair value is a better measurement of the value of
goodwill considering the Company's highly leveraged financial position and
the circumstances discussed in Note 4.
As discussed in Note 4, Anacomp has recently revised its projected operating
results through 1999. This revision along with applying Anacomp's revised
goodwill accounting policy resulted in a write-off of $108.0 million of
goodwill related to the micrographics business for the year ended September
30, 1995. This write-off is reflected in "Special Charges" in the
accompanying Consolidated Statement of Operations.
Other Intangibles
Other intangibles of $21.3 million and $25.2 million, net of accumulated
amortization of $16.1 and $12.0 million, at September 30, 1995 and 1994,
respectively, represent the purchase of the rights to provide microfilm or
maintenance services to certain customers and are being amortized on a
straight-line basis over 10 years. These unamortized costs are evaluated
for impairment each period by determining their net realizable value.
Research and Development
The costs associated with research and development programs are expensed as
incurred, and amounted to $2.2 million in 1995, $3.0 million in 1994 and
$2.5 million in 1993.
50
Deferred software costs are the capitalized costs of software products to be
sold with COM systems in future periods. The unamortized costs are
evaluated for impairment each period by determining their net realizable
value. Such costs are amortized over the greater of the estimated units of
sale or under the straight-line method not to exceed five years. Due to
lower than expected sales of new software products introduced in 1995 and
certain other matters as discussed in Note 2, Anacomp recently revised its
projected future sales and operating results of software products through
1999. As a result, during 1995 Anacomp wrote off $20.3 million of deferred
software costs and established a reserve of $8.6 million (of which $7.7
million was outstanding at September 30, 1995) for future payments to a
division of IBM for software royalty and system support obligations which
are not recoverable based on these revised projections. These charges are
reflected in "Special Charges" in the accompanying Consolidated Statement of
Operations. Unamortized deferred software costs remaining as of September
30, 1995 total $7.7 million and are included in "Other Assets" on the
accompanying Consolidated Balance Sheets.
Sale-Leaseback Transactions
Anacomp entered into sale-leaseback transactions of $19.3 million in 1995,
$11.9 million in 1994 and $9.9 million in 1993 relating to COM systems
installed in the Company's data service centers. Part of the proceeds were
treated as fixed asset sales and the remainder as sales of equipment.
Revenues of $3.5 million, $5.6 million and $4.7 million were recorded for
the years ended September 30, 1995, 1994 and 1993, respectively. All
profits were deferred and are being recognized over the applicable leaseback
periods.
Accrued Lease Reserves
Other noncurrent liabilities include reserves established for unfavorable
facility lease commitments, vacant facilities and related future lease
costs. Total obligations recorded for these unfavorable lease commitments
and future lease and related costs at their estimated amounts were $7.5
million and $12.5 million at September 30, 1995 and 1994, respectively. The
current portion of these obligations was $2.0 million and $3.4 million as of
September 30, 1995 and 1994, respectively, and is included in "Other accrued
liabilities" in the accompanying Consolidated Balance Sheets.
Income Taxes
In general, Anacomp's practice has been to reinvest the earnings of its
foreign subsidiaries in those operations and to repatriate these earnings
only when it was advantageous to do so. During 1995, Anacomp changed its
practice whereby the Company now intends to repatriate these earnings in the
foreseeable future. As a result, Anacomp recorded deferred taxes of $8.8
million on all undistributed foreign earnings.
In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("FAS 109"). FAS 109 mandates the liability method for computing deferred
income taxes and requires that the benefit of certain loss carryforwards be
estimated and recorded as an asset unless it is "more likely than not" that
the benefit will not be realized. Another principal difference is that
changes in tax rates and laws will be reflected in income from continuing
operations in the period such changes are enacted.
51
Anacomp adopted FAS 109 in the first quarter of fiscal 1994. Under FAS 109,
the Company recorded a significant deferred tax asset in 1994 to reflect the
benefit of loss carryforwards that could not be recognized under prior
accounting rules. The recording of this asset reduced goodwill and
increased income as discussed in more detail in Note 14. During 1995, the
deferred tax asset was reduced to zero as a result of the events described
in Note 2.
Consolidated Statements of Cash Flows
Anacomp considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. These temporary
investments, primarily repurchase agreements and other overnight
investments, are recorded at cost, which approximates market.
NOTE 2.
FINANCIAL RESTRUCTURING DEVELOPMENTS:
For the year ended September 30, 1995, the Company reported a $238.3 million
net loss. The Company is highly leveraged and certain recent developments
have had material adverse effects on the Company's short-term liquidity and
the Company's ability to service its debts.
Although revenues for the Company's core micrographic business had been
declining over the last several fiscal years, the Company believed that
these declines would stabilize. However, based on weaker than anticipated
results, including disappointing sales performance for the Company's new
products, the Company did not have sufficient cash available to make both
its $20.0 million scheduled principal payment due April 26, 1995 on its
senior secured debt and the $17.0 million scheduled interest payment due May
1, 1995 on its 15% Senior Subordinated Notes. The Company sought an
agreement with its senior secured lenders to reschedule its April 26, 1995
principal payment but was unable to obtain such an agreement. As a result
of the foregoing, the Company has ceased making principal payments on its
senior and subordinated debt and interest payments on its subordinated debt.
Prior to the bankruptcy filing discussed below, Anacomp continued to make
monthly interest payments to its senior secured lenders.
The Company has been engaged in continuous efforts since May 1995 to
formulate a restructuring plan to satisfy its various investor
constituencies. Such efforts have included the retention of various
financial advisors to assist in the restructuring process and the
development by the Company of a new business plan and strategy to address
the Company's current financial situation and disappointing recent financial
performance.
On August 14, 1995, the Company presented a restructuring proposal to
certain of the Company's senior secured lenders and holders of its 15%
Senior Subordinated Notes. After months of discussions and negotiations
with representatives of Holders of Claims under the Revolving Loan,
Multicurrency Revolving Loan, and Term Loan ("Old Credit Facilities") and
with unofficial committees representing Holders of the Series B Senior Notes
("Old Senior Notes"), the 15% Senior Subordinated Notes ("Old Senior
Subordinated Notes") and the 13.875% and 9% Convertible Subordinated
Debentures ("Old Subordinated Debentures"), the Company reached an agreement
in principle with an unofficial committee representing Holders of the Old
Senior Subordinated Notes. Under the terms of the proposal, trade creditors
will continue to be paid under normal trade terms. On January 5, 1996, the
Company filed a prenegotiated Debtor's Joint Plan of Reorganization ("Plan")
with the U.S. Bankruptcy Court under Chapter 11 of the Bankruptcy Code.
Certain representatives of holders of the Old Credit Facilities and Old
Senior Notes have indicated they oppose the Plan. The Company continues to
negotiate with all their lenders in an attempt to reach a consensual
agreement. There can be no assurance that this prenegotiated Plan will be
accepted by the Bankruptcy Court or all the necessary votes accepting the
Plan will be obtained from the lenders. If an agreement is not reached, a
non-negotiated Chapter 11 proceeding is likely to occur.
52
NOTE 3.
RESTRUCTURING CHARGES:
Included in the operating results for 1995 are restructuring charges of
$32.7 million. These charges are the result of the Company's reassessment
of its strategy for ongoing financial improvement and a decision to downsize
or exit certain areas of its business. Specifically, the Company is closing
its Omaha, Nebraska magnetic media manufacturing facility, exiting the
manufacture of readers and reader/printers at its San Diego, California
manufacturing facility, and reducing headcount worldwide. These activities
are expected to be completed by March 31, 1996. The restructuring charges
include severance costs of $5.9 million, which includes personnel related to
Omaha, Nebraska, reader and reader printer manufacturing and other various
personnel associated with the worldwide headcount reduction. Approximately
400 people will be terminated pursuant to these plans. Also included in
restructuring charges are inventory write downs of $9.1 million, excess
facility reserves of $7.7 million, and other reserves of $10.0 million.
NOTE 4.
GOODWILL:
Goodwill related to the micrographics business is summarized as follows
(Dollars in thousands):
September 30,
1995 1994
Goodwill $315,561 $314,865
Less goodwill write-off (108,000) --
Less accumulated amortization (73,988) (65,698)
$133,573 $249,167
======== ========
The developments discussed in Notes 1, 2 and 3 have significantly
constrained Anacomp's ability to finance certain previously projected
activities. In addition, Anacomp has failed to achieve its original
projections of fiscal 1995 operating results and has experienced lower than
expected sales of new software products first introduced in January, 1995.
In light of Anacomp's withdrawn note offering, disappointing recent
financial performance and default on its indebtedness, the Company prepared
a revised business plan and operating forecast through 1999.
Based on these developments and in connection with the change in accounting
discussed in Note 1, Anacomp determined that goodwill had been impaired and
measured the impairment based on a fair value approach. As required by
generally accepted accounting principles, this accounting change, which
amounted to a charge of $108.0 million, was recorded as a change in estimate
and was included in the results of operations for the quarter ended June 30,
1995.
NOTE 5.
FINANCIAL RESTRUCTURING COSTS:
On April 6, 1995, Anacomp announced that it had withdrawn its proposed
offering of $225.0 million Senior Secured Notes and a related offer to
purchase up to $50.0 million of the Company's outstanding 15% Senior
Subordinated Notes. The offering would have deferred an aggregate of $153.0
million in scheduled principal payments in fiscal years 1995 through 1998,
thereby providing Anacomp with increased liquidity and additional cash for
product development. Also, as mentioned in Note 2, the Company has been
engaged in continuous efforts since May 1995 to formulate a restructuring
plan to satisfy its various investor constituencies. Costs directly related
to these activities of $6.0 million are included as "Financial restructuring
costs" in the accompanying Consolidated Statement of Operations.
53
NOTE 6.
FAIR VALUES OF FINANCIAL INSTRUMENTS:
Statement of Financial Accounting Standards No. 107, Disclosures About Fair
Value of Financial Instruments, requires disclosure of fair value
information for certain financial instruments. The carrying amounts for
trade receivables and payables are considered to be their fair values. The
carrying amounts and fair values of the Company's other financial
instruments at September 30, 1995, and 1994, are as follows:
September 30, 1995 September 30, 1994
Carrying Fair Carrying Fair
(Dollars in thousands) Amount Value Amount Value
Long Term Debt:
Revolving Loan $ 31,328 $ 31,328 $ 23,000 $ 23,000
Multicurrency Revolving Loan 28,813 28,813 20,665 20,665
Term Loans 13,039 13,039 40,261 40,261
Series A Senior Notes -- -- 3,548 3,548
Series B Senior Notes 58,908 58,908 67,500 74,410
15% Senior Subordinated Notes 220,281 181,224 219,384 249,357
13.875% Convertible
Subordinated Debentures 21,155 4,376 20,922 23,232
9% Convertible
Subordinated Debentures 10,479 1,880 10,479 10,479
Redeemable Preferred Stock 24,574 -- 24,478 19,371
The September 30, 1995 estimated fair values of Long-Term Debt and Redeemable
Preferred Stock are based on a restructuring proposal prepared as a result of
discussion and negotiations with representatives of the lenders in connection
with a "prepackaged" plan of reorganization.
The September 30, 1994 estimated fair values of Long-Term Debt and Redeemable
Preferred Stock are based on quoted market values or discounted future cash
flows using current interest rates.
NOTE 7.
ACQUISITIONS:
During the three years ended September 30, 1995, Anacomp made the acquisitions
set forth below, each of which has been accounted for as a purchase. The
consolidated financial statements include the operating results of each
business from the date of acquisition. Pro forma results of operations have
not been presented because the effects of these acquisitions were not
significant.
Fiscal 1995
During fiscal 1995 Anacomp made no significant acquisitions.
54
Fiscal 1994
During fiscal 1994, Anacomp acquired 16 data service centers or the
related customer base (all were incorporated with existing Anacomp
service centers), a computer tape products company and the customer
base of a micrographics supplies business. Total consideration for
these acquisitions was $39.1 million of which approximately $24.2
million has been assigned to excess of purchase price over net assets
of businesses acquired and other intangible assets. In connection with
these acquisitions, Anacomp issued $17.2 million of its common stock
and increased debt and accrued liabilities by $4.3 million.
National Business Systems
One of the acquisitions included above was the purchase of the COM
services customer base of 14 data service centers operated by National
Business Systems ("NBS"). The acquisition was effective on January 3,
1994, and the acquisition cost consisted of the following (Dollars in
thousands):
Cash paid to NBS shareholders.............. $ 7,400
Common stock issued to NBS shareholders.... 7,400
Acquisition costs incurred................. 416
$15,216
=======
Anacomp issued 1,973,000 common shares to the NBS shareholders using
$3.75 per share. As part of the acquisition agreement, Anacomp agreed
to provide stock price protection at the end of two years on those
shares so designated by the NBS shareholders (1,128,000 of the shares
issued are subject to this protection).
On January 3, 1996, Anacomp will recalculate the share price based on
the average closing price of Anacomp stock for the 30 consecutive
trading days ending on December 29, 1995. The revised price will be
used to adjust the number of issued shares which are subject to the
price protection. However, the revised price to be used for the
revaluation will not be higher than 150% or lower than 50% of the
original $3.75 per share price.
If the per share price reached the 150% maximum, NBS shareholders
would return 376,000 shares to Anacomp. If the per share price reached
the 50% minimum, Anacomp would issue 1,128,000 additional shares to
the NBS shareholders. The adjustment in the number of shares issued in
connection with the NBS acquisition will not affect the recorded
purchase price. Contingently issuable shares under the above
arrangement are measured at each reporting period based on the market
price of the Company's stock at the close of the period being reported
on, and are considered in the computation of earnings per share when
dilutive.
55
Graham Magnetics
Another of the acquisitions included above was the purchase of Graham
Acquisition Corporation ("Graham"), a computer tape products company.
The acquisition was effective on May 4, 1994, and the acquisition cost
consisted of the following (Dollars in thousands):
Common stock issued to Graham shareholders. $ 8,515
Common stock issued for a note payable..... 1,286
Issuance of note payable to a creditor..... 4,240
Cash paid to retire bank debt.............. 5,540
Acquisition costs incurred................. 689
$20,270
=======
Anacomp issued 2,129,000 common shares to the Graham shareholders
based on an agreed upon per share price. However, to determine the
acquisition cost, the shares were valued at the market price on the
date of closing.
Contingent consideration of $7.6 million is payable in Anacomp common
stock and will be based upon defined future earnings through September
1997. The contingent consideration will be computed based upon an
agreed upon formula using a minimum stock price of $2.00 per share and
was issuable beginning in January 1995. The contingent consideration
is not included in the acquisition cost total above but is recorded
when the future earnings requirements have been met. The contingent
consideration amount for fiscal 1994 was $144,000 and the estimate for
fiscal 1995 is zero.
Anacomp also issued 360,000 common shares to a Graham creditor at
$3.57 per share to reduce the note payable to $4.2 million. The note
is unsecured and bears interest at 10%. Principal payments of $345,000
plus accrued interest are payable quarterly beginning July 15, 1994.
The note holder may at any time require Anacomp to prepay any amount
of the note by issuing common stock. The shares of common stock to be
issued will equal the prepayment amount divided by $3.57. The current
outstanding note balance subject to prepayment was $2.5 million at
September 30, 1995.
Anacomp has reserved 3,800,000 shares of authorized common stock for
the contingent acquisition consideration and 1,091,000 shares of
authorized common stock for the contingent prepayment of the note.
Fiscal 1993
During fiscal 1993, Anacomp acquired four micrographics service
centers (all four were merged with existing Anacomp service centers)
and certain assets of a microfilm reader maintenance services business
for a total consideration of $4.4 million, of which approximately $1.9
million has been assigned to excess of purchase price over net assets
of businesses acquired and other intangible assets.
56
NOTE 8.
SKC AGREEMENT:
In March 1992, Anacomp entered into a ten-year supply agreement (the
"Supply Agreement") with SKC America, Inc., a New Jersey corporation
("SKCA"), and SKC Limited ("SKCL"), an affiliated corporation of SKCA
organized pursuant to the laws of the Republic of Korea. SKCA and
SKCL are collectively referred to as SKC. Pursuant to the Supply
Agreement, Anacomp purchases substantially all of its requirements
for magnetic-base polyester and coated duplicate microfilm from SKC.
In October 1993, the Supply Agreement was extended to December 2003
and amended to include finished microfilm products manufactured by SKC
exclusively for Anacomp. Concurrent with the modification of the
Supply Agreement, SKC purchased Anacomp's Sunnyvale, California,
duplicate microfilm manufacturing operation for $900,000, payable over
five years. At September 30, 1995, $720,000 is due from SKC. Costs
of $3.4 million associated with this Supply Agreement were deferred
and are being amortized over the life of the Supply Agreement. The
unamortized balance at September 30, 1995 was $2.8 million.
SKC is providing Anacomp with a $25.0 million trade credit arrangement
which expires December 31, 2001; however, due to Anacomp being in
default under its various debt agreements as discussed in Note 11, SKC
has the option to terminate the Supply Agreement at any time. If SKC
were to terminate the Supply Agreement, all amounts owed pursuant to
the trade credit arrangement or the Supply Agreement become
immediately due and payable. The trade credit arrangement bears
interest at 2.5% over the prime rate of The First National Bank of
Boston (8.75% as of September 30, 1995). Anacomp has provided SKC a
purchase money security interest in up to $10.0 million of products
purchased by Anacomp under the Supply Agreement.
NOTE 9.
PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
Estimated Useful September 30,
(Dollars in thousands) Life in Years 1995 1994
Land and buildings............. 10 - 40 $ 5,283 $ 7,590
Office furniture .............. 3 - 12 12,141 12,553
Manufacturing equipment
and tooling.................. 2 - 10 31,351 28,901
Field support spare parts ..... 4 - 7 21,764 25,555
Leasehold improvements ........ Term of Lease 10,782 12,826
Equipment leased to others .... 2 - 4 1,838 1,824
Processing equipment .......... 3 - 12 58,722 78,094
141,881 167,343
Less accumulated depreciation
and amortization ............. (96,898) (100,574)
$ 44,983 $ 66,769
======== ========
57
NOTE 10.
LONG-TERM RECEIVABLES:
Long-term receivables consist of the following:
(Dollars in thousands) September 30, 1995 1994
Lease contracts receivable ............................. $15,678 $21,160
Notes receivable from asset sales ...................... 2,619 1,635
Other .................................................. 411 1,609
18,708 24,404
Less current portion ................................... (6,386) (8,021)
$12,322 $16,383
======= =======
Other long-term receivables include $1.1 million at September 30, 1994, due
from an officer. This receivable was settled during 1995.
Lease contracts receivable result from customer leases of products under
agreements which qualify as sales-type leases. Annual future lease payments to
be received under sales-type leases are as follows:
(Dollars in thousands) Year ended September 30,
1996.......................................... $ 7,024
1997.......................................... 5,337
1998.......................................... 3,328
1999.......................................... 1,971
2000.......................................... 736
18,396
Less deferred interest ....................... (2,718)
$15,678
=======
NOTE 11.
LONG-TERM DEBT:
Long-term debt is comprised of the following:
(Dollars in thousands) September 30, 1995 1994
Revolving Loan at 8.63% and 7.81%, respectively......... $ 31,328 $ 23,000
Multicurrency Revolving Loan
at 8.44% and 7.67% respectively...................... 28,813 20,665
Term Loans at 8.56% and 7.56%, respectively............. 13,039 40,261
Series A Senior Notes at 7.56%.......................... -- 3,548
Series B Senior Notes at 12.25%......................... 58,908 67,500
15% Senior Subordinated Notes (net of unamortized
discount of $4,619 and $5,516 respectively)........... 220,281 219,384
13.875% Convertible Subordinated Debentures due
January 15, 2002 (net of unamortized discount of
$2,077 and $2,309 respectively)........................ 21,155 20,922
9% Convertible Subordinated Debentures due
January 15, 1996....................................... 10,479 10,479
Installment note payable at 10% due July 15, 1997....... 2,513 3,895
Other................................................... 3,384 2,193
389,900 411,847
Less current portion.................................... (389,900) (45,222)
$ -- $ 366,625
========= =========
58
On April 26, 1995 the Company failed to make scheduled principal payments of
$12.5 million on its Term Loan and $7.5 million on its Series B Senior Notes.
The Company failed on May 1, 1995 to make a scheduled interest payment of $17.0
million on its 15% Senior Subordinated Notes (the "15% Notes") and on July 17,
1995 to make a scheduled interest payment of $1.6 million on its 13 7/8%
Convertible Subordinated Debentures. As a result of these failures and the
violation of various debt covenants, the Company is in default of all of its
debt and all such amounts are classified as current.
The Term Loan, Revolving Loans and Series B Senior Notes call for the payment of
default interest in the amount of 2% annually of the outstanding principal. The
15% Notes call for the payment of default interest in the amount of 1% annually
of the principal amount of the Notes and for the payment of interest on unpaid
scheduled interest in the amount of 16% annually.
The Company has accrued default interest and interest on unpaid scheduled
interest as of September 30, 1995 in the amount of $3.3 million.
The Company has agreed with its Senior Creditors (collectively the holders
of the Term Loan, Revolving Loans and Series B Senior Notes) to continue
to pay interest monthly on its Senior Debt at the regular non-default rate.
At September 30, 1995 the Company was current in its payment of such
nterest obligations.
The Company also failed on October 15, 1995 to make a $345,000 payment on the
installment note payable, and on October 26, 1995 to make a scheduled Term
Loan principal payment of $539,000 and a scheduled Series B Senior Note
principal payment of $7.5 million. On October 26, 1995, the Company's
Revolving Loans became due, but were not repaid. On November 1, 1995,
the Company failed to make a scheduled interest payment on its 15% Notes
in the amount of $17.2 million.
The Company is currently in negotiations with its Senior and Subordinated
Creditors to arrive at a resolution to the above described defaults and intends
to continue to defer the above payments until an agreement is reached.
The Multicurrency Revolving Loan has been borrowed by certain of the Company's
foreign subsidiaries and by the Company in U.S. Dollars and German Marks in an
equivalent amount of $28.8 million, and carries an interest rate of 275 basis
points (excluding default interest) over the one-, two-, three - or six-month
reserve adjusted London Interbank Offered Rate ("LIBOR") of the borrowed
currency, selected at the Company's option.
The Revolving Loan carries an interest rate of 275 basis points (excluding
default interest) over the one- , two-, three - or six-month reserve adjusted
LIBOR, selected at the Company's option.
The Term Loans and Series A Senior Notes carry an interest rate of 275 basis
points, (excluding default interest) over the three-month LIBOR rate.
The Series B Senior Notes carry an interest rate of 12.25% (excluding default
interest).
59
Subject to certain exceptions, 100% of proceeds from the sale of assets must be
applied to repayment of the Senior Debt.
The 15% Senior Subordinated Notes were issued in 224,900 units of $1,000 and
30.351 detachable warrants to purchase Anacomp Common Stock at $1.873 per
share. Accordingly, capital surplus was increased by $8,996,000 in fiscal
1991 with the issuance of these warrants and the notes were recorded at their
discounted value of $215.9 million and are being accreted to their face value
through the original due date of 2000.
The Master Agreement, which covers the Term Loans, the Revolving Credit
Commitment, and the Series A and Series B Senior Notes, gives the Senior
Creditors a security interest in all of the assets of Anacomp; contains
various limitations on advances and investments made by the Company;
prohibits or restricts, without prior approval of the Senior Creditors,
mergers, acquisitions, change of control, certain types of lease
transactions, payment of dividends on Anacomp Common Stock, and voluntary
payment in cash of any principal amount of Anacomp's subordinated debt;
and contains certain other restrictive covenants related to net worth,
cash flow, fixed charges, debt incurrence, capital expenditures and
the current ratio.
The Master Agreement also provided for the availability of letters of credit
under the Revolving Loan. As of September 30, 1995, letters of credit for
approximately $4.5 million have been issued. The revolving loan expired on
October 26, 1995 without the Company repaying or funding the outstanding $4.5
million of letter of credit commitments resulting in such commitments remaining
outstanding.
The 15% Notes are subordinated to the payment in full of the principal and
interest on all Senior indebtedness. The 15% Notes rank pari passu to the
remaining 12.25% Notes and 8.25% Senior Subordinated Notes (if and when issued)
discussed in Note 12. Additionally, they are senior to the outstanding 9%
Convertible Subordinated Debentures due 1996 and the 13.875% Convertible
Subordinated Debentures due 2002.
The 15% Note Indenture contains covenants relating to net worth, and limitations
on restricted payments, liens, transactions with affiliates, incurrence of
additional debt, asset sales, acquisitions, and change of control. The 15% Note
holders will be granted a security interest in all of Anacomp's assets upon the
repayment of all Senior Secured Indebtedness.
The 13.875% Convertible Subordinated Debentures are convertible into 1,327,542
shares of Anacomp Common Stock at a conversion price of $17.50 per common
share, and allow optional redemption at a price of 100% at any time. Anacomp
International, N.V. a wholly-owned Netherlands Antilles subsidiary, has
issued the 9% Convertible Subordinated Debentures with an original due date
of January 15, 1996, guaranteed by Anacomp. The 9% debentures are
convertible into 663,227 shares of Anacomp Common Stock at a conversion
price of $15.80 per common share. In the event of certain changes affecting
United States or Netherlands Antilles taxation, the interest rate will be
increased for any taxes required to be withheld or, at Anacomp's option, all
debentures outstanding may be redeemed at 100% of the principal amount plus
accrued interest.
60
NOTE 12.
REDEEMABLE PREFERRED STOCK:
Anacomp issued in a private placement in 1987, 500,000 shares of 8.25%
Cumulative Convertible Redeemable Exchangeable Preferred Stock
(the "Preferred Shares"). Each Preferred Share has a preference value
of $50 and is convertible into Anacomp common stock at a conversion
price of $7.50. The redeemable preferred stock was recorded at fair value
on the date of issuance less issue costs. The excess of the preference
value over the carrying value is being accreted by periodic charges
to retained earnings over the original life of the issue.
The Preferred Shares may be redeemed by Anacomp at prices declining from
105.78% to 100% of preference value, or earlier if the price of Anacomp
common stock remains at 160% of the conversion price for 20 of 30
consecutive trading days. On March 15, 2000 and 2001, Anacomp must redeem
at the preference value 125,000 shares each year unless a sufficient
number of shares has already been redeemed or converted. All remaining
outstanding shares must be redeemed by March 1, 2002.
Dividends on the preferred shares have been accrued, but not paid since the
March 15, 1995 quarterly dividend payment. Interest on the unpaid dividends
compounds quarterly at an annual rate of 8.25%. If the Company is in
arrears for the equivalent of four quarterly dividend payments, then two
directors are to be added to the Board of Directors. The holders of the
preferred shares have the exclusive right to elect the two additional
directors.
At any dividend payment date after March 15, 1990, Anacomp may exchange the
Preferred Shares for an equal face amount of 8.25% Senior Subordinated Notes
due March 1, 2002 (the "Exchange Debentures"). Except for certain
shareholder rights, the Exchange Debentures will carry terms similar
to the Preferred Shares. There were no such exchanges as of
September 30, 1995.
NOTE 13.
CAPITAL STOCK:
Shareholder Rights Plan
The Company has a Shareholder Rights Plan which was adopted by the Board of
Directors on February 4, 1990. The Rights Plan provides that each share of the
Company's common stock has associated with it a Common Stock Purchase Right.
Each right entitles the registered holder to purchase from the Company one-
tenth of a share of Anacomp common stock, par value $.01 per share, at a cash
exercise price of $3.20 subject to adjustment.
The rights will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the outstanding shares of common stock of Anacomp,
or announces a tender or exchange offer upon consummation of which, such person
or group would beneficially own 30% or more of the Company's common stock. If
any person acquires 15% of Anacomp's common stock, the rights would entitle
stockholders (other than the 15% acquiror) to purchase at $32 (as such price
may be adjusted) a number of shares of Anacomp's common stock which would have
a market value of $64 (as such amount may be adjusted). In the event that
Anacomp is acquired in a merger or other business combination, the rights would
entitle the stockholders (other than the acquiror) to purchase securities of
the surviving company at a similar discount.
61
Anacomp can redeem the rights at $.001 per right at any time until the tenth
day following the announcement that a 15% ownership position has been acquired.
Under certain circumstances as set forth in the Rights Plan, the decision to
redeem shall require the concurrence of a majority of the Continuing Directors
(as such term is defined in the Rights Plan). The rights expire February 26,
2000.
Preferred Stock
Anacomp has authorized 1,000,000 shares of preferred stock, of which 500,000
shares of redeemable preferred stock were issued and outstanding at September
30, 1995 and 1994 (see Note 12).
Stock Option Plans
Anacomp's stock option plans provide that the exercise price of the options be
determined by the Board of Directors (the Board), and in no case be less than
100% of fair market value at the time of grant for qualified options, or less
than the par value of the stock for non-qualified options. An option may be
exercised subject to such restrictions as the Board may impose at the time the
option is granted. In any event, each option shall terminate not later than 10
years after the date on which it is granted, except for certain non-qualified
options which shall terminate not later than 20 years after the date on which
granted.
Shares available for grant under the plans were 1,401,328, 725,827 and 895,145
at September 30, 1995, 1994 and 1993, respectively. Options outstanding, of
which 2,512,992 are exercisable as of September 30, 1995 are as follows:
Option Price
Shares Per Share
Outstanding at September 30, 1992 3,680,709 $ 1.000 -$ 7.875
Granted . . . . . . . . . . . . . . . . . 1,308,834 2.750 - 9.000
Cancelled . . . . . . . . . . . . . . . . (72,839) 2.000 - 7.875
Expired . . . . . . . . . . . . . . . . . (38,701) 2.000 - 7.875
Exercised . . . . . . . . . . . . . . . . (463,475) 2.000 - 3.500
Outstanding at September 30, 1993 4,414,528 1.000 - 9.000
Granted . . . . . . . . . . . . . . . . . 205,381 2.750 - 4.000
Cancelled . . . . . . . . . . . . . . . . (81,908) 1.000 - 7.875
Expired . . . . . . . . . . . . . . . . . (23,096) 2.000 - 7.875
Exercised . . . . . . . . . . . . . . . . (306,646) 1.000 - 3.375
Outstanding at September 30, 1994 4,208,259 1.000 - 9.000
Granted . . . . . . . . . . . . . . . . . 1,355,736 .563 - 2.500
Cancelled . . . . . . . . . . . . . . . . (2,010,753) .563 - 4.750
Expired . . . . . . . . . . . . . . . . . (20,484) 2.000 - 4.500
Exercised . . . . . . . . . . . . . . . . (24,863) .563 - 2.000
Outstanding at September 30, 1995 3,507,895 $ .563 -$ 9.000
========= =================
62
Warrants
In October 1990, Anacomp issued 6,825,940 warrants to holders of the 15% Senior
Subordinated Notes. Each warrant entitles the holder to purchase one common
share at a price of $1.873 and is exercisable through the date of expiration,
November 11, 2000. Anacomp filed a shelf registration statement with respect
to the warrants which became effective on February 25, 1991.
Other Items
Under an Employee Stock Purchase Plan, Anacomp may offer to sell common stock
to its employees. Purchases of these shares are made by employee participants
periodically at 85% of the market price on the date of offer or exercise,
whichever is lower.
At September 30, 1995 approximately 23.4 million shares of Anacomp common stock
are reserved for exercise of stock options, conversion of convertible
subordinated debentures, purchases by stock purchase plan participants,
conversion of preferred stock, exercise of warrants, Graham acquisition
agreement requirements and other corporate purposes.
NOTE 14.
INCOME TAXES:
The components of income (loss) before income taxes and extraordinary credit
were:
C>
(Dollars in thousands) Year ended September 30, 1995 1994 1993
United States . . . . . . . . . . . . . . . . . $(209,151) $ 7,143 $10,761
Foreign . . . . . . . . . . . . . . . . . . . 5,825 8,212 9,730
$(203,326) $15,355 $20,491
========= ======= =======
The components of income tax expense after utilization of net operating loss
carryforwards and the adjustment of tax reserves are summarized below:
(Dollars in thousands) Year ended September 30, 1995 1994 1993
Federal ..................................... $ -- $ -- $ 5,800
Foreign ..................................... 4,800 3,300 4,800
State ....................................... -- 300 1,900
4,800 3,600 12,500
Tax reserve adjustment........................ 1,200 (1,200) (3,700)
Deferred...................................... 29,000 6,000 --
35,000 8,400 8,800
Extraordinary credit, reduction of income
taxes arising from carryforward of prior
year's operating losses ..................... -- -- (6,900)
$ 35,000 $ 8,400 $ 1,900
======== ======= =======
63
The following is a reconciliation of income taxes calculated at the United
States federal statutory rate to the provision for income taxes:
(Dollars in thousands) Year ended September 30, 1995 1994 1993
Provision for income taxes at
U.S. statutory rate.......................... $(71,200) $ 5,374 $ 7,131
Increase in deferred tax asset
valuation allowance.......................... 51,400 -- --
Nondeductible amortization and
write-off of intangible assets............... 40,500 3,175 2,973
U.S. tax on distributed and
undistributed foreign earnings............... 12,300 -- --
Tax reserve adjustment........................ 1,200 (1,200) (3,700)
State and foreign income taxes ............... 2,800 821 2,140
Other ........................................ (2,000) 230 256
$ 35,000 $ 8,400 $ 8,800
======== ======= =======
The Company adopted FAS 109 in the first quarter of fiscal 1994 and recorded a
deferred tax asset of $95.0 million representing the federal and state tax
savings from net operating loss carryforwards ("NOLs") and tax credits. The
Company also recorded a valuation allowance of $60.0 million reducing the
deferred tax asset to a net $35.0 million. Recognition of the deferred tax
asset reduced goodwill by $27.0 million and provided a cumulative effect
increase to income of $8.0 million. During 1994, the net deferred tax asset
was reduced to $29.0 million, reflecting usage of the asset to reduce income
taxes payable by $6.0 million. During 1995, tax effects of future differences
and carryforwards increased from $86.0 million to $108.4 million, an increase
of $22.4 million resulting from the tax effect of the 1995 taxable loss ($5.6
million) and the tax effect of an increase in cumulative temporary differences
($16.8 million) between income reported for financial reporting purposes and
for tax purposes. The valuation allowance was increased from $57.0 million to
$108.4 million to reduce the net deferred tax asset to zero as a result of the
uncertainty associated with the utilization of these assets in future periods
due to the events described in Note 2.
The components of deferred tax assets and liabilities at September 30, 1995
and September 30, 1994 are as follows:
September 30, September 30,
Net Deferred Tax Asset (Dollars in thousands) 1995 1994
Tax effects of future tax deductible
differences related to:
Inventory reserves.......................... $ 5,700 $ 2,600
Depreciation................................ 1,700 1,600
Building reserves........................... 1,800 5,000
EPA reserve................................. 2,500 2,300
Sale/leaseback of assets.................... 2,800 900
Restructuring reserves...................... 8,000 --
Asset sale.................................. 3,200 --
Capitalized software........................ 1,600 --
Bad debt reserve............................ 2,100 --
Other net deductible differences............ 5,500 4,100
Tax effects of future taxable differences
related to:
Undistributed foreign earnings.............. (8,800) --
Leases...................................... (3,300) (4,500)
Capitalized software........................ -- (6,000)
Net tax effects of future differences 22,800 6,000
Tax effects of carryforward benefits:
Federal net operating loss carryforwards.... 78,600 73,000
Federal general business tax credits........ 3,000 3,000
Foreign tax credits ........................ 4,000 4,000
Tax effects of carryforwards.................. 85,600 80,000
Tax effects of future differences
and carryforwards........................... 108,400 86,000
Less deferred tax asset valuation allowance... (108,400) (57,000)
Net deferred tax asset........................ $ -- $ 29,000
========== =========
64
At September 30, 1995, the Company has NOLs of approximately $218.0 million
available to offset future taxable income. This amount will increase to
$281.0 million as certain timing differences reverse in future periods. The
Company also has tax credit carryforwards of $3.0 million available to reduce
future tax liabilities, including $1.0 million of preacquisition tax credits.
The NOLs expire commencing in 1996 ($2.0 million) with remaining amounts in
various periods through 2010. The tax credit carryforwards expire
substantially in 1997.
During 1995, 1994 and 1993, the Company settled various income tax matters,
including issues associated with the 1988 Xidex acquisition. Settlement of
these issues and other considerations resulted in an unfavorable adjustment to
federal and foreign income tax reserves in 1995 of $1.2 million and favorable
adjustments in 1994 and 1993 to federal and foreign income tax reserves of
$1.2 million and $3.7 million, respectively. The adjustments are reflected as
a charge or credit to income tax expense.
The 1993 provision for income taxes includes an amount which is offset by the
utilization of federal and foreign NOLs. The tax benefit from utilization of
these NOLs prior to the adoption of FAS 109 is reported as an extraordinary
credit in the Consolidated Statements of Operations. The net tax provision
results from foreign and state income taxes which cannot be reduced by NOLs
from prior years.
65
NOTE 15.
COMMITMENTS AND CONTINGENCIES:
Anacomp has commitments under long-term operating leases, principally for
building space and data service center equipment. Lease terms generally cover
periods from five to twelve years. The following summarizes the future minimum
lease payments under all noncancelable operating lease obligations, including
the unfavorable lease commitments and vacant facilities discussed in Note 1,
which extend beyond one year:
(Dollars in thousands) Year ended September 30,
1996 ....................................................... $ 23,508
1997 ....................................................... 18,822
1998 ....................................................... 15,540
1999 ....................................................... 7,789
2000 ....................................................... 4,558
2001 and thereafter ........................................ 28,985
99,202
Less liabilities recorded as of September 30, 1995
related to unfavorable lease commitments and future
lease costs for vacant facilities......................... (6,664)
$ 92,538
========
The total of future minimum rentals to be received under noncancelable subleases
related to the above leases is $1.9 million. No material losses in excess of
the liabilities recorded are expected in the future.
Anacomp leases certain equipment installed in its data service centers. As a
result of the Company's default under its debt obligations, as more fully
discussed in Notes 2 and 11, Anacomp is in default under these lease agreements
whereby the lessors have the right to require that Anacomp prepay the remaining
future lease payments. Because the equipment lease payments have been made and
are expected to be made in a timely manner, the Company does not expect that the
lessors will assert this right under these lease agreements.
In November 1993, Anacomp and Pennant Systems, a division of IBM, announced a
joint effort to develop software which will allow Anacomp's XFP 2000 to
process and image IBM Advanced Function Presentation ("AFP") formatted data.
This program resulted in the XFP 2000 being able to interpret AFP data
streams, including, those containing fonts, logos, signatures and other
images on microfiche.
As consideration for the development of the AFP, Anacomp paid Pennant Systems a
development fee of $6.5 million. Anacomp must also pay Pennant Systems minimum
annual royalty payments for the licensed system installations for six years.
The minimum royalty payments for years one through three are $1.5 million per
year and $1.0 million per year for years four through six. In addition,
Anacomp must pay Pennant Systems for ongoing system support which begins in
December 1995 and continues for 10 years. The minimum system support payments
over the 10 year period are $5.7 million. As of September 30, 1995, Anacomp
established a reserve of $7.7 million for future payments to Pennant Systems
for software royalty and systems support obligations which are not recoverable
as more fully discussed in Note 1.
The Company sold $10.5 million and $5.9 million of lease receivables in the
years ended September 30, 1995 and 1994, respectively. Under the terms of the
sale, the purchasers have recourse to the Company should the receivables prove
to be uncollectible. The amount of recourse at September 30, 1995 is $5.5
million.
66
Anacomp also is involved in various claims and lawsuits incidental to its
business and believes that the outcome of any of those matters will not have a
material adverse effect on its consolidated financial position or results of
operations.
NOTE 16.
SUPPLEMENTARY INCOME STATEMENT INFORMATION:
(Dollars in thousands) Year ended September 30, 1995 1994 1993
Maintenance and repairs ...................... $ 16,609 $ 12,759 $11,765
Depreciation and amortization:
Property and equipment ..................... 19,406 17,524 17,149
Deferred software costs..................... 3,449 3,673 2,873
Intangible assets........................... 13,143 13,418 12,984
Rent and lease expense ....................... 23,755 19,371 19,312
NOTE 17.
OTHER ACCRUED LIABILITIES:
Other accrued liabilities consist of the following:
(Dollars in thousands) September 30, 1995 1994
Deferred profit on sale/leaseback transactions.. $14,559 $ 9,165
EPA reserve..................................... 7,350 6,420
Software license reserve........................ 7,672 --
Other .......................................... 31,006 19,442
$60,587 $35,027
======= =======
Xidex was designated by the United States Environmental Protection Agency
("EPA") as a potentially responsible party for investigatory and cleanup costs
incurred by state and federal authorities involving locations included on a
list of EPA's priority sites for investigation and remedial action under the
federal Comprehensive Environmental Response, Compensation, and Liability Act.
The EPA reserve noted above relates to its estimated liability for cleanup
costs for the aforementioned locations and other sites. No material losses are
expected in excess of the liabilities recorded above.
NOTE 18.
EARNINGS (LOSS) PER SHARE:
The computation of earnings (loss) per share is based upon the weighted average
number of common shares outstanding during the period plus (in periods in which
they have a dilutive effect) the effect of common shares contingently issuable,
primarily from stock options, exercise of warrants and acquisitions. Fully
diluted earnings (loss) per share also reflect additional dilution related to
stock options due to the use of the market price at the end of the period, when
higher than the average price for the period.
67
The weighted average number of common and common equivalent shares used to
compute earnings per share is:
Year ended September 30, 1995 1994 1993
For earnings (loss) per common and
common equivalent share ....... 46,061,818 47,335,723 42,749,933
For earnings (loss) per share
assuming full dilution ........ 46,061,818 47,534,985 42,964,380
NOTE 19.
INTERNATIONAL OPERATIONS:
Anacomp's international operations are conducted principally through
subsidiaries, a substantial portion of whose operations are located in Western
Europe. Information as to U.S. and international operations for the years
ended September 30, 1995, 1994 and 1993 is as follows:
1995
(Dollars in thousands) U.S. International Elimination Consolidated
Customer sales ........... $ 404,239 $186,950 $ -- $ 591,189
Inter-geographic ......... 24,973 -- (24,973) --
Total sales .............. $ 429,212 $186,950 $ (24,973) $ 591,189
========= ======== ========= =========
Operating income (loss) .. $(135,811) $ 7,622 $ -- $(128,189)
========= ======== ========= =========
Identifiable assets ...... $ 350,310 $ 70,719 $ -- $ 421,029
========= ======== ========= =========
1994
(Dollars in thousands) U.S. International Elimination Consolidated
Customer sales ........... $421,339 $171,260 $ -- $592,599
Inter-geographic ......... 23,726 -- (23,726) --
Total sales .............. $445,065 $171,260 $ (23,726) $592,599
======== ======== ========= ========
Operating income ......... $ 60,794 $ 18,783 $ -- $ 79,577
======== ======== ========= ========
Identifiable assets ...... $590,743 $ 67,896 $ -- $658,639
======== ======== ========= ========
68
1993
(Dollars in thousands) U.S. International Elimination Consolidated
Customer sales ........... $414,726 $175,482 $ -- $590,208
Inter-geographic ......... 26,101 -- (26,101) --
Total sales .............. $440,827 $175,482 $(26,101) $590,208
======== ======== ======== ========
Operating income ......... $ 66,883 $ 21,751 $ -- $ 88,634
======== ======== ======== ========
Identifiable assets ...... $570,863 $ 72,685 $ -- $643,548
======== ======== ======== ========
NOTE 20.
QUARTERLY FINANCIAL DATA (UNAUDITED):
(Dollars in thousands, First Second Third Fourth
except per share amounts) Quarter Quarter Quarter Quarter
Fiscal 1995
Revenues .............................. $151,812 $151,489 $ 148,933 $138,955
Gross profit .......................... 42,089 39,667 39,147 29,619
Net income (loss)...................... 281 (7,664) (138,829) (92,114)
Preferred stock dividends and
discount accretion................... 540 539 540 539
Net loss to common stockholders........ $ ( 259) $ (8,203) $(139,369) $(92,653)
======== ======== ========= =========
Earnings (loss) per common share
(primarily and fully diluted):
Net loss to common stockholders........ $ (.01) $ (.18) $ (3.02) $ (2.01)
Fiscal 1994
Revenues .............................. $136,949 $146,569 $145,581 $163,500
Gross profit .......................... 41,337 42,049 40,944 47,786
Income before cumulative effect of
accounting change..................... 1,401 942 2,185 2,427
Cumulative effect on prior years of a
change in accounting for income taxes. 8,000 -- -- --
Net income ............................ 9,401 942 2,185 $ 2,427
Preferred stock dividends and discount
accretion............................ 540 539 540 539
Net income available to common
stockholders......................... $ 8,861 $ 403 $ 1,645 $ 1,888
======== ======== ======== ========
Earnings per common share
(primarily and fully diluted):
Income before cumulative
effect of accounting change
(Net of preferred stock dividends).. $ .02 $ .01 $ .03 $ .04
Net income available to common
stockholders......................... .20 .01 .03 .04
69
NOTE 21.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES:
The following is a summary of activity in the Company's valuation and qualifying
accounts and reserves for the years ended September 30, 1995, 1994 and 1993:
Balance at Charged to Balance at
beginning costs and end of
Description of period expenses Deductions period
(Dollars in thousands)
Year ended September 30, 1995:
Allowance for doubtful accounts. $ 3,550 $ 4,670 $ 853[1] $ 7,367
======= ======= ======= =======
Year ended September 30, 1994:
Allowance for doubtful accounts. $ 4,245 $ (268) $ 427[1] $ 3,550
======= ======= ======= =======
Year ended September 30, 1993:
Allowance for doubtful accounts. $ 7,365 $ 669 $ 3,789[1] $ 4,245
======= ======= ======= =======
[1] Uncollectible accounts written off, net of recoveries.
NOTE 22.
SUBSEQUENT EVENTS:
Subsequent to September 30, 1995 Anacomp sold its Image Conversion
Services Division ("ICS") for approximately $13.5 million which resulted
in a net gain to the Company of approximately $6.2 million. The proceeds
from this sale were used to reduce the principal balance on certain senior
debt. The ICS Division performed source document microfilm services at
several facilities around the country generating approximately $20.0
million of revenues per year.
On January 5, 1996 the Company filed a Debtors Joint Plan of
Reorganization with the U.S. Bankruptcy Court. See Note 2 for further
discussion.
70
EXHIBIT INDEX
EXHIBIT NUMBER
(10) MATERIAL CONTRACTS
(ab) Lease agreement dated June 24, 1993 and Amendment No. 1 dated
October 19, 1994 between Anacomp, Inc. and Com-Lease, Inc.
(ac) Amended and Restated Employment Agreement between Anacomp and P.
Lang Lowrey, III, effective September 24, 1995.
(ad) First Amendment to Amended and Restated Employment Agreement
between Anacomp and P. Lang Lowrey III effective October 1, 1995.
(ae) Letter Agreement dated November 16, 1995 between Anacomp and P.
Lang Lowrey III>
(11) Statement re: computation of per share earnings.
(21) Subsidiaries of the registrant.
(23) Consent of independent public accountants.
(27) Financial data schedule (Required for electronic filing only).