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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-12954
CADMUS COMMUNICATIONS CORPORATION
(Exact Name of Registrant as specified in its charter)
VIRGINIA 54-1274108
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
------------
Registrant's telephone number, including area code: (804) 287-5680
------------
Securities registered pursuant to Section 12(g) of the Act:
Cadmus Communications Corporation Common Stock, $.50 par value, and
Preferred Stock Purchase Rights
(Title of Class)
------------
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No__ ___
Indicate 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. { }
As of July 31, 1997, 7,821,906 shares of Registrant's common
stock were outstanding, and the aggregate market value of the Registrant's
common stock held by non-affiliates was approximately $121,580,398 based on the
last sale price on July 31, 1997. Documents Incorporated by Reference: Portions
of the Registrant's Annual Report to Shareholders for the fiscal year ended June
30, 1997 are incorporated in Parts I and II of this report. Portions of the
Proxy Statement of Registrant for the Annual Meeting of Shareholders to be held
on November 12, 1997 are incorporated in Part III of this report.
INDEX
PART I Page
----
Item 1. Business...........................................................3
Item 2. Properties.........................................................6
Item 3. Legal Proceedings..................................................6
Item 4. Submission of Matters to a Vote of Security Holders................6
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters.................................8
Item 6. Selected Financial Data............................................8
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............8
Item 8. Financial Statements and Supplementary Data........................8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.........................8
PART III
Item 10. Directors and Executive Officers of the Registrant.................8
Item 11. Executive Compensation.............................................9
Item 12. Security Ownership of Certain Beneficial Owners
and Management..............................................9
Item 13. Certain Relationships and Related Transactions.....................9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K........................................10
PART I
ITEM 1. BUSINESS
Introduction
Cadmus Communications Corporation, a Virginia corporation, ("Cadmus" or
the "Company"), is an integrated communications company offering products and
services in the areas of Marketing Communications and Professional
Communications. Cadmus was formed in 1984 through the merger of The William Byrd
Press, Incorporated ("Byrd"), a leading regional publications printer in
Virginia, and Washburn Graphics, Inc. ("Washburn"), a graphic arts firm based in
North Carolina. Since the merger, Cadmus has grown through enhancement of
existing products, internal development of new products, and acquisitions. The
Company's principal executive offices are located at 6620 West Broad Street,
Suite 240, Richmond, Virginia 23230, and its telephone number is (804) 287-5680.
The Company's Internet address is http://www.cadmus.com. Unless the context
otherwise requires, references herein to Cadmus or the Company shall refer to
Cadmus Communications Corporation and its consolidated subsidiaries.
The most significant acquisitions to date include: in 1986, a company
providing promotional printing and production of point-of-purchase advertising
materials located in Atlanta, Georgia (American Graphics, Inc.); in 1987, a
company offering retail and other direct mail catalog production services
located in Atlanta, Georgia (Three Score, Inc.), and a printing company, located
in Baltimore, Maryland (Garamond/Pridemark Press); in 1992, a custom publisher
of newsletters and magazines located in Boston, Massachusetts (Marblehead
Communications, Inc.) and a publisher of specialty magazines located in
Richmond, Virginia (Tuff Stuff Publications, Inc.); in 1993, the assets of a
division engaged in the business of printing of scientific, technical, and
medical journals, located in Baltimore and Easton, Maryland (the Waverly Press
Division of Waverly, Inc.); and in 1995, a direct marketing agency located in
Los Angeles, California, and Denver, Colorado (Ronald James Direct, Inc.). In
fiscal 1996, the Company acquired all the outstanding stock of Lancaster Press,
Inc. and its subsidiaries, a Pennsylvania-based producer of scientific,
technical and medical journals; substantially all the assets and certain
liabilities of The Software Factory, Inc. (now known as Cadmus Technology
Solutions), an Atlanta-based provider of software packaging and media
duplication services; the assets of Na-Tex, Inc., the publisher of Collector's
World of Racing (subsequently named Tuff Stuff's RPM); certain assets of The
Mowry Company, a direct marketing agency located in Long Beach, California; the
assets of PeachWeb Corp., a developer of Internet web sites; and the assets of
the Atlanta division of Encryption Technology Corporation, a provider of
software packaging, media duplication, and documentation services.
Cadmus has developed new products and services that are extensions of
its traditional product lines. Examples include Cadmus' specialty packaging and
point-of-purchase product lines. Cadmus is also developing interactive products
and services for tradeshows, kiosks, electronic catalogs, and Internet and other
electronic media. In its journal product line, Cadmus has expanded the
electronic products and services it offers to scientific, technical, and medical
journal publishers, developing a growing portfolio of skills and capabilities to
provide electronic publishing solutions, ranging from fully searchable databases
to Internet home pages created and maintained by Cadmus.
Organizational Structure
During the fourth quarter of fiscal 1997, Cadmus announced a major
restructuring plan designed to exit or reshape those businesses which were not
performing or were non-core to its strategy, and to create a more efficient and
cost effective organizational structure. Contemporaneous with the restructuring,
the Company reorganized its operational structure to form Cadmus Marketing
Communications and Cadmus Professional Communications. Cadmus Marketing
Communications was formed by merging the former Graphics Communications and
Marketing groups. Cadmus Professional Communications was previously known as the
Periodicals Group. The restructuring plan also included the following actions:
closure of the Baltimore promotional printing facility (Garamond), closure of
the Long Beach-based direct marketing agency and consolidation of the Atlanta
and Richmond-based interactive divisions.
The Company's previous organizational structure consisted of the
Periodicals, Graphic Communications, Marketing, and Publishing groups. Effective
with the sale of Tuff Stuff in the first quarter of fiscal 1997, the Publishing
Group ceased to exist and custom publishing was realigned into the Marketing
Group.
Product Lines
Product offerings as of June 30, 1997 were organized around the areas
of Marketing Communications and Professional Communications.
Marketing Communications
Marketing Communications includes tactical marketing
communications, specialty packaging and promotional printing, financial
communications, point of purchase and print outsourcing product lines.
Marketing Communications generated approximately 47% of the Company's net sales
in fiscal 1997.
Tactical Marketing Communications. Cadmus provides total marketing
communications solutions specializing in creative design, custom publishing
(including newsletters and catalogs), advertising, interactive media, and
direct-response marketing.
Specialty Packaging and Promotional Printing. Cadmus offers end-to-end
services for packaging and promotional products that function as a uniform
component of a client's overall marketing plan. Its competencies include
structural design, accompanying literature creation, front-end pre-press, print,
inventory management, fulfillment, and software manufacturing. This product line
specializes in high tech and retail clothing promotional services.
Financial Communications. Cadmus specializes in the management,
preparation, printing, electronic filing and distribution of documentation
required by the Securities and Exchange Commission. The financial communications
product line provides communications solutions for the legal, investment
banking, investment service and financial services markets.
Point of Purchase. Cadmus serves as a marketing liaison between parent
companies and franchise owners in the fast-food, transportation, and
hotel/lodging industries. This product line provides research-based consultation
on the most effective messages and media to stimulate point-of-sale purchases,
and then produces, catalogs and fulfills those promotional materials.
Print Outsourcing. Cadmus develops communications solutions that
significantly reduce the complexity of managing print and electronic message
dissemination for Fortune 1000 companies and trade associations. Print
Outsourcing produces and distributes general printing, promotional literature,
sales documents, directories and membership materials.
Professional Communications
Professional Communications includes the journal services product
line which specializes in journals, magazines and related communications
targeted to trade and professional audiences. Professional Communications
generated approximately 53% of the Company's net sales in fiscal 1997.
Journal Services. Cadmus Journal Services is an industry leader in the
production of scientific, technical and medical ("STM") professional journals.
Services are directed toward four distinct markets - STM society publishers, STM
commercial publishers, trade/professional associations and educational
institutions, providing a broad range of journal and magazine information
management solutions. Services include electronic editing, digital composition
and prepress, a full complement of press/finishing services, CD-ROM and Internet
services.
Other Factors Affecting the Business of Cadmus
Seasonal Fluctuations
Seasonal fluctuations occur in the overall demand for printing.
Printing of both periodicals for the educational and scholarly market and
promotional materials tends to decline in the summer months. However, consumer
publications tend to peak before Christmas and before Easter. Printing of
interim financial statements clusters around the end of the first month in each
calendar quarter and printing of annual reports tends to fall into the first and
second calendar quarters. All of these factors combine to give Cadmus a seasonal
pattern with the months October through June typically stronger than the months
July through September.
Raw Materials
The principal raw material used in Cadmus' business is paper.
Significant stock inventories are not maintained except at Cadmus Financial in
Richmond and Cadmus Journal Services, where a supply of roll paper stock is
required to operate the web presses. The other companies generally purchase
paper on a direct order basis for specific jobs. Cadmus purchases its paper
requirements under agreements that guarantee tonnage and provide short range
price protection for three to six month intervals. The price of paper charged to
customers is subject to escalation so that, except in rare instances, Cadmus
does not have exposure to changes in the cost of paper.
The Company uses a variety of other raw materials including ink, film,
offset plates, chemicals and solvents, glue, wire, and subcontracted components.
In general, the Company has not experienced any significant difficulty in
obtaining raw materials.
Competition
Cadmus is subject to competition from a large number of companies, some
of which have greater resources and capacity. In recent years, there has been an
excess of capacity in the printing industry which has increased competition.
Rapid technological change has brought new competitors to the marketplace.
The markets served by Cadmus face competition based on a combination of
factors including quality, service levels, and price.
Employees
As of July 31, 1997, Cadmus employed approximately 3,000 persons,
approximately 7% of which are currently covered by collective bargaining
agreements. Cadmus believes its relationship with its employees is excellent.
Regulation
The printing business uses or generates substantial quantities of inks,
solvents, and other waste products that require disposal. Cadmus usually returns
salvageable waste ink to its suppliers and contracts for the removal of other
waste products.
Cadmus believes it is in substantial compliance with all applicable air
quality, waste disposal, and other environmental-related rules and regulations,
as well as with other general employee health and safety laws and regulations.
ITEM 2. PROPERTIES
The Company considers all of its properties, together with the related machinery
and equipment contained therein, to be well-maintained, in good operating
condition, and adequate for its present needs. The Company will expand as
necessary for the continued development of its operations. The following table
contains information regarding the Company's primary facilities as of June 30,
1997:
Location Cadmus Product Lines Served Building
-------- --------------------------- --------
Richmond, Virginia Journal Services, Promotional Printing Owned;
274,000 sq. ft.
Easton, Maryland Journal Services Owned;
202,400 sq. ft.
Atlanta, Georgia Point-of-Purchase Owned;
179,000 sq. ft.
Charlotte, North Carolina Financial Communications, Specialty Packaging, Owned;
Promotional Printing 198,000 sq. ft.
Richmond, Virginia Promotional Printing, Financial Communications Owned;
89,100 sq. ft.
Baltimore, Maryland Journal Services Leased;
51,700 sq. ft.
Baltimore, Maryland Promotional Printing and Financial Communications Owned;
43,000 sq. ft.
Lancaster, Pennsylvania Journal Services Owned;
176,000 sq. ft.
Akron, Pennsylvania Journal Services Owned;
46,000 sq. ft.
Atlanta, Georgia Point of Purchase Leased;
61,000 sq. ft.
Richmond, Virginia Journal Services Leased;
72,000 sq. ft.
Atlanta, Georgia Specialty Packaging and Promotional Printing Leased;
88,000 sq. ft.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal actions that are ordinary and
incidental to its business. While the outcome of legal actions cannot be
predicted with certainty, management believes the outcome of these proceedings
will not have a materially adverse effect on its consolidated financial position
or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Cadmus are elected by the Board of Directors
("Board") of the Company to serve one-year terms. The following table contains
information about the executive officers of Cadmus:
Other Business Experience
Name (Age) Position and Length of Service During Past Five Years
- ---------- ------------------------------ -------------------------
C. Stephenson Gillispie, Jr. (55) Chairman of the Board, President, and President and Chief Operating
Chief Executive Officer, Cadmus 1992- Officer, Cadmus 1990-1992;
present. President and Chief Executive
Officer, Byrd 1989-1992.
Steven R. Isaac (49) Executive Vice President Group President, Cadmus Marketing
Marketing Communications, Cadmus, Group, Cadmus 1996 - 1997.
1997-present. Executive Vice President and Chief
Operating Officer, The Martin
Agency, 1996
Chairman and CEO, Martin Direct,
1979-1996
David G. Wilson (56) Executive Vice President Group President, Cadmus Periodicals
Professional Communications, Group, Cadmus 1996- 1997
Cadmus, 1997-present Senior Vice President & General
Group President and CEO of Cadmus Manager, Byrd, Cadmus 1993-1994
Journal Services, Cadmus 1994-present. Senior Vice President of Sales &
Marketing, Byrd, Cadmus 1990-1993
John H. Phillips (53) Vice President, Procurement and Vice President, Support and
Operations Finance, Cadmus 1997-present. Development, Cadmus 1996-1997
Vice President and Regional
Manufacturing Officer, Cadmus
1994-1996; Vice President
Operations and Chief Operating
Officer, Cadmus 1992-1994;
Executive Vice President and
Chief Operating Officer, Byrd
1990-1992.
Bruce V. Thomas (40) Senior Vice President and Chief Vice President and Chief
Financial Officer, Cadmus 1997- present. Financial Officer, Cadmus
1996-1997t Vice President, Law
and Development, Cadmus
1992-1996; Partner, Mays &
Valentine 1989-1992.
David E. Bosher (44) Vice President and Treasurer, Cadmus Vice President, Treasurer, and
1993-present. Chief Financial Officer, Cadmus
1990-1993.
Other Business Experience
Name (Age) Position and Length of Service During Past Five Years
- ---------- ------------------------------ -------------------------
Gregory Moyer (48) Vice President, Human Resources, Vice President, Human Resources and
Cadmus 1997-present. Quality, Cadmus 1994-1997
Corporate Vice President of Human
Resources, Dyncorp 1993-1994; Vice
President of Human Resources and
Quality, P.R.C., Inc. 1989-1993.
Edward B. Fernstrom (48) Vice President, Information Vice President, Chief Information
Technology, Cadmus 1995-present. Officer, Dyncorp 1990-1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Cadmus common stock is traded in the over-the-counter market and has
been quoted in the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") under the symbol "CDMS" since July 2, 1984 and in
the NASDAQ National Market since April 16, 1985. Information with respect to
market prices is presented on page 27 of the Annual Report and is incorporated
herein by reference..
As of August 31, 1997, the approximate number of beneficial holders of
Cadmus common stock was 4,100, which includes stockholders recorded on security
position listings.
On August 12, 1997 Cadmus declared a regular quarterly cash dividend of
$.05 per share, payable on September 5, 1997, to shareholders of record as of
August 22, 1997. Additional information with respect to dividends declared is
presented on page 27 of the Annual Report and is incorporated herein by
reference.
Cadmus anticipates that it will continue its policy of paying regular
quarterly dividends. The amount of any future dividends will depend on general
business conditions encountered by Cadmus, as well as the financial condition,
earnings and capital requirements of Cadmus, and such other factors as the Board
of Directors may deem relevant. For additional information regarding
restrictions on payment of dividends, see the Notes to Consolidated Financial
Statements (Note 7) referenced in Item 8 of this report.
ITEM 6. SELECTED FINANCIAL DATA
The information presented under the caption "Selected Financial Data"
on page 21 of the Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information presented under the caption "Management's Discussion
and Analysis" on pages 22 through 26 of the Annual Report to Shareholders is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and
subsidiaries contained on pages 28 through 42 of the Annual Report to
Shareholders is incorporated herein by reference.
The supplementary data regarding quarterly results presented under the
caption "Selected Quarterly Data" on page 27 of the Annual Report to
Shareholders is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Except as otherwise indicated, information called for by the following
items under Part III is contained in the Proxy Statement for the Annual Meeting
of Cadmus Stockholders ("Proxy Statement") to be mailed to the Stockholders on
or about October 2, 1997.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors of the Registrant is contained on
pages 5 through 8 and page 21 of the Proxy Statement and is incorporated herein
by reference.
Executive Officers
For more information regarding the executive officers of Cadmus, see
"Executive Officers of the Registrant" at the end of Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
Information on Executive Compensation is contained on pages 11
through 16 of the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Information on Security Ownership of Certain Beneficial Owners and
Management is contained on pages 2 through 4 of the Proxy Statement and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information on Certain Relationships and Related Transactions is
contained on pages 9 and 10 of the Proxy Statement and is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The financial statements incorporated by reference into Item 8 of this
report and the financial statement schedules filed as part of this report are
listed in the Index to Financial Statements and Schedules of page 13 hereof.
(b) Reports on Form 8-K
On April 23, 1997, the Company filed a Form 8-K, which included the press
release regarding fiscal 1997 third quarter financial results, the
restructuring, and the share repurchase program, as well as a copy of the
prepared remarks made on a conference call to analysts on the same date.
(c) Exhibits
The Exhibits listed in the accompanying "Index of Exhibits" on pages
16 through 17 hereof are filed as a part of this report.
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, as of the 26th day of
September, 1997.
CADMUS COMMUNICATIONS CORPORATION
/s/ C. Stephenson Gillispie, Jr.
--------------------------------
C. Stephenson Gillispie, Jr.
Chairman of the Board, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of the 26th day of September
1997.
Signature Title
--------- -----
/s/ C. Stephenson Gillispie, Jr. Chairman of the Board, President, and
- --------------------------------- Chief Executive Officer
C. Stephenson Gillispie, Jr. (Principal Executive Officer)
/s/ Bruce V. Thomas Senior Vice President and
- --------------------- Chief Financial Officer
Bruce V. Thomas (Principal Financial and
Accounting Officer)
*/s/ Frank Daniels, III Director
- -----------------------
Frank Daniels, III
*/s/ G. Waddy Garrett Director
- ---------------------
G. Waddy Garrett
*/s/ Price H. Gwynn, III Director
- ------------------------
Price H. Gwynn, III
*/s/ Jeanne M. Liedtka Director
- -----------------------
Jeanne M. Liedtka
*/s/ John D. Munford, II Director
- ------------------------
John D. Munford, II
*/s/ John C. Purnell, Jr. Director
- -------------------------
John C. Purnell, Jr.
*/s/ Jerry I. Reitman Director
- ---------------------
Jerry I. Reitman
*/s/ Russell M. Robinson, II Director
- ----------------------------
Russell M. Robinson, II
*/s/ John W. Rosenblum Director
- ----------------------
John W. Rosenblum
*/s/ Wallace Stettinius Director
- -----------------------
Wallace Stettinius
*/s/ Bruce A. Walker Director
- --------------------
Bruce A. Walker
*By /s/ C. Stephenson Gillispie, Jr.
- ------------------------------------
C. Stephenson Gillispie, Jr.
Attorney-in-fact
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
The Consolidated Balance Sheets of Cadmus Communications Corporation
and Subsidiaries as of June 30, 1997 and 1996, and the related Consolidated
Statements of Income and Cash Flows for each of the three years in the period
ended June 30, 1997, including the notes thereto, are included on pages 28
through 42 of the Registrant's Annual Report to Shareholders and are
incorporated herein by reference. With the exception of the information
incorporated by reference in numbered Items 5, 6, 7 and 8, no other data
appearing in the Annual Report is deemed to be "filed" as part of this 10K. The
following additional financial data should be read in conjunction with these
consolidated financial statements.
Page
----
Report of Independent Public Accountants on Schedule II........ 14
Financial Statement Schedules: *
II - Valuation and Qualifying Accounts ....................... 15
* All other schedules have been omitted since the required information is not
present in amounts sufficient to require submission of the schedules, or
because the information required is included in the consolidated financial
statements, including the notes thereto.
Report of Independent Public Accountants on Schedule II
To the Shareholders and Board of Directors of
Cadmus Communications Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Cadmus Communication Corporation's
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated July 31, 1997. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the accompanying index is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Richmond, Virginia
September 26, 1997
CADMUS COMMUNICATIONS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
SCHEDULE II
Additions
----------------------
Reserves and Allowances Charged to Charged
Deducted from Asset Balance at Costs and to Other Balance
Accounts: Allowance Beginning other Accounts- Deductions- at End of
for Doubtful Accounts of Period Expenses Deescribe Describe(A) Period
- ---------------------- ---------- --------- --------- ----------- ---------
Years Ended:
June 30, 1995 $1,514 $ 860 $ 55(B) $1,276 $1,153
June 30, 1996 1,153 963 1,005(C) 811 2,310
June 30, 1997 2,310 1,046 497(D) 1,603 2,250
- -----------------
(A) Uncollectible accounts charged off, net of recoveries.
(B) Allowance for doubtful accounts of fiscal 1995 acquisitions which included
Cadmus Interactive and Ronald James Direct.
(C) Allowance for doubtful accounts of fiscal 1996 acquisitions which included
Lancaster Press, Inc., and its subsidiaries, The Software Factory, Inc.,
Na-Tex, Inc., The Mowry Company, Peachweb Corp., and Encryption Technology
Corporation.
(D) Includes allowance for doubtful accounts purchase accounting adjustments
for Lancaster Press, Inc. and its subsidiaries.
INDEX OF EXHIBITS
3.1 Restated Articles of Incorporation of Cadmus Communications
Corporation, as amended -- incorporated herein by reference from
Exhibit 3.1 of the Form 10-K for the fiscal year ended June 30, 1993.
3.2 Bylaws of Cadmus Communications Corporation, as amended, filed
herewith.
4.1 Cadmus agrees to furnish to the Commission upon request any
instrument with respect to long-term debt as to which the total
amount of securities authorized thereunder does not exceed 10% of
Cadmus total consolidated assets.
4.2 $160,000,000 Revolving Credit/Term Loan Facility Agreement dated as
of October 15, 1996, incorporated herein by reference from Exhibit 4
of the Form 10-Q for the fiscal quarter ended September 30, 1997.
10.1 Cadmus Executive Incentive Plan dated July 30, 1985 --
incorporated herein by reference from Exhibit 10.1 of the Form 10-K
for the fiscal year ended June 30, 1985 (Commission File No.
0-12954).
10.2 Cadmus Supplemental Executive Retirement Plan, as restated
effective July 1, 1992 -- incorporated herein by reference from
Exhibit 10.2 of Form SE dated September 25, 1992.
10.3 Cadmus 1984 Stock Option Plan -- incorporated herein by reference
from Exhibit 10.3 of the Form 10-K for the fiscal year ended June 30,
1985 (Commission File No. 0-12954).
10.4 Cadmus 1992 Non-Employee Director Stock Compensation Plan --
incorporated herein by reference from Exhibit 10.5 of the Form SE
dated September 25, 1992.
10.5 Cadmus 1990 Long Term Stock Incentive Plan, as amended effective
August 14, 1996 -- incorporated by reference from the Company's Proxy
Statement on Schedule 14A in connection with Annual Meeting of
Shareholders held on November 13, 1996.
10.6 Cadmus Deferred Compensation Plan, effective July 1, 1995 --
incorporated by reference from Exhibit 10.7 of the Form 10-K for the
fiscal year ended June 30, 1995.
10.7 Cadmus Non-Qualified Thrift Plan, effective July 1, 1995,
incorporated by reference from Exhibit 10.8 of the Form 10-K for the
fiscal year ended June 30, 1995.
10.8 Employee Retention Agreement dated as of September 1, 1991,
between Cadmus Communications Corporation and C. Stephenson
Gillispie, Jr. -- incorporated by reference from Exhibit 10.9 of
the Form SE dated September 23, 1991 (Commission File No. 0-12954).
10.9 Employee Retention Agreement dated as of September 1, 1991, between
Cadmus Communications Corporation and David E. Bosher -- incorporated
herein by reference from Exhibit 10.10 of the Form SE dated September
23, 1991 (Commission File No. 0-12954).
10.10 Employee Retention Agreement dated as of May 1, 1992, between Cadmus
Communications Corporation and Bruce V. Thomas -- incorporated herein
by reference from Exhibit 10.11 of the Form SE dated September 25,
1992.
10.11 Employee Retention Agreement dated as of September 1, 1991, between
Cadmus Communications Corporation and John H. Phillips --
incorporated herein by reference from Exhibit 10.12 of the Form 10-K
for the fiscal year ended June 30, 1993.
10.12 Employee Retention Agreement dated as of August 1, 1994, between
Cadmus Communications Corporation and Gregory Moyer -- incorporated
by reference from Exhibit to 10.14 of the Form 10-K for the fiscal
year ended June 30, 1995.
10.13 Employee Retention Agreement dated as of April 12, 1995, between
Cadmus Communications Corporation and Edward B. Fernstrom --
incorporated by reference from Exhibit to 10.15 of the Form 10-K for
the fiscal year ended June 30, 1995.
10.14 Employee Retention Agreement dated as of July 1, 1996, between Cadmus
Communications Corporation and Steven R. Isaac, filed herewith.
10.15 Employee Retention Agreement dated as of September 25, 1991, between
Cadmus Communications Corporation and David G. Wilson, Jr., filed
herewith.
11. Statement Regarding Computation of Net Income Per Share, filed
herewith.
13. Portions of the Annual Report to Shareholders for the fiscal year
ended June 30, 1997 which are incorporated by reference in this
report on Form 10K, filed herewith.
21. Subsidiaries of the Registrant, filed herewith.
23 Consent of Arthur Andersen LLP, filed herewith.
24. Powers of Attorney, filed herewith.
27. Financial Data Schedule, filed herewith.
Note: Exhibits 10.1-10.15 are management contracts or compensatory plans
and arrangements