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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-18815
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OUTLOOK GROUP CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 39-1278569
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1180 AMERICAN DRIVE, NEENAH, WISCONSIN 54956
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(920) 722-2333
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
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 THE 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 AUGUST 14, 2000, 3,880,569 SHARES OF COMMON STOCK WERE OUTSTANDING, AND
THE AGGREGATE MARKET VALUE OF THE COMMON STOCK (BASED UPON THE $5.81 LAST SALE
PRICE ON THE NASDAQ STOCK MARKET) HELD BY NON-AFFILIATES (EXCLUDES A TOTAL OF
1,261,783 SHARES REPORTED AS BENEFICIALLY OWNED BY DIRECTORS, EXECUTIVE OFFICERS
AND GREATER-THAN 10% SHAREHOLDERS -- DOES NOT CONSTITUTE AN ADMISSION AS TO
AFFILIATE STATUS) WAS APPROXIMATELY $15.2 MILLION.
DOCUMENTS INCORPORATED BY REFERENCE
PART OF FORM 10-K INTO WHICH
DOCUMENT PORTIONS OF DOCUMENTS ARE INCORPORATED
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Proxy Statement for 2000 Annual Part III
Meeting of Shareholders
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PART I
ITEM 1. BUSINESS.
GENERAL
Outlook Group Corp. (the "Company") is a printing, packaging and direct
marketing company offering a variety of related services to clients in markets
including contract packaging, collateral information management and
distribution, direct marketing components and services, packaging and label
materials and specialty print and related services. The Company leverages its
core competencies by cross-selling services to provide a single-source solution
for its clients. Founded as a Wisconsin corporation in 1977, the Company
initially concentrated on bulk mailing and commercial printing projects. Over
the years, the Company's business has expanded to include other related
services.
The Company has considered, and continues to consider, a variety of options
for building its business in order to position the Company for strengthened
future performance. As part of a strategy to focus its business on three core
competencies of packaging, printing, and direct marketing, the Company continues
to consider divestiture strategies to the extent that the Company believes such
actions would enhance its ability to achieve successful operations. In addition,
the Company will also consider appropriate acquisitions to strengthen continuing
operations. There can be no assurances, however, that the Company will be able
to successfully implement such strategies or complete those transactions.
The Company offers a broad array of packaging, specialty printing, and
direct marketing services. The Company focuses on contract packaging, collateral
information and distribution, direct marketing components and services,
packaging and label materials (including printing), and specialty print and
related services. The product line includes folding cartons and paperboard
packaging, overwrapping, flexible film printing and laminating, coupons, labels,
recipe cards and promotional materials as well as traditional commercial
printing of booklets, notepads and brochures.
The Company has three reportable segments that are strategic business units
that offer different products and services. These business units are: Outlook
Graphics, Outlook Label Systems, and Outlook Packaging.
Primarily through its Outlook Graphics division ("Outlook Graphics"), the
Company's pre-press staff prepares projects for printing to client
specifications. These services include preparatory camera or computerized
plate-making, layout, typesetting and other related services. Although Outlook
Graphics does not generally perform pre-press design services, it assists
designers in translating a concept into a printed product.
Outlook Graphics' presses generally use the off-set printing process and
can print on a wide range of media from newsprint and coated paper to heavy
board, including paperboard packaging. Outlook Graphics currently utilizes
sheet-fed full-color presses of various sizes, the most sophisticated of which
are capable of six-color printing. Certain presses have interchangeable printing
plates that allow the Company significant flexibility in meeting client needs.
Outlook Graphics also provides finishing services for printed items
(whether or not printed by the Company) such as precision trimming, folding and
gluing, die-cutting, binding, shrink-wrapping, collating and packaging products
for mailing and distribution. Outlook Graphics has also developed paperboard
packaging capabilities to serve its clients' needs and enhance the Company's
single source solution approach. Paperboard packaging consists of utilizing
paperboard stock to print and convert folding cartons, u-boards and other point
of purchase materials.
The Company's contract packaging capabilities include packaging for many
other types of items. Recent examples include promotional CD ROM's for mailing,
wrapping toys and other promotional items for insertion in cereal boxes,
overwrapping packages and packaging items for vending machines. Custom-designed
feeding and in-line overwrapping systems increase the efficiency of its
packaging operations. Outlook Graphics also maintains an environmentally
controlled work area to perform food contract packaging and to provide other
packaging services for which cleanliness and specific quality standards are
required.
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Other services provided by the Company include direct marketing and
distribution. Direct marketing involves literature overwrapping, labeling,
personalizing, inserting, sorting and shipping printed items for bulk mailing.
The Company's zip code sorting allows it to minimize client postal charges by,
in many instances, delivering items by common carrier to a post office near the
destination. The Company is also "Alternative Procedures" qualified by the US
Postal Service, which provides it the ability to accelerate the cycle for moving
materials to the end user. Direct mailings in fiscal 2000 included promotional
CD ROM packages, catalogs, coupon packages and promotional materials.
The collateral information management services provided by the Company
consist of storing and distributing items upon client order. In most cases,
distribution items are materials such as forms and booklets that are printed by
the Company, often under standing orders from its clients to replenish supplies.
Custom designed data systems produce reports to assist the Company's clients in
managing their fulfillment programs. The Company has de-emphasized distribution
operations which do not involve materials printed or packaged by the Company.
The Company's Outlook Label Systems, Inc. subsidiary ("Outlook Label")
complements the Company's other specialty printing operations by using
flexographic and rotary letterpress printing presses and offering manufacturing
capabilities not otherwise available from the Company, enhancing the Company's
ability to cross-sell services. Outlook Label manufactures items such as
coupons, pressure sensitive specialty labels, printed vinyl cards (such as
temporary credit cards and identification cards), cartons, and sweepstakes and
specialty game pieces. Its most sophisticated machinery permits one-pass,
14-color printing and lamination of various substrates using an in-line process.
The Company's Outlook Packaging, Inc. subsidiary ("Outlook Packaging")
engages in flexographic printing and laminating of flexible packaging films and
papers. In these processes, Outlook Packaging takes flexible packaging materials
(which are purchased from others) and prints, laminates and/or slits the
material to client specifications. Client orders may include some or all of
Outlook Packaging's services. Outlook Packaging prints and laminates materials
for items such as pouches, bags, vacuum packages, packets, security devices and
card and food overwraps, and provides them to clients in convenient rolls of
film.
RECENT ACQUISITIONS
The Company recently completed several acquisitions of assets and
businesses as a means of enhancing utilization of its facilities and to increase
its service offerings. In November 1997, the Company acquired selected
operations of General Converting, another flexible packaging company, which
Outlook Packaging was able to continue in its existing Oak Creek facilities. In
February 1999, the Company acquired specified additional business of Plicon
Corporation. In October 1998, the Company acquired selected assets of Precision
Paper Converters, Inc., a paper sheeting company; the acquired assets and
operation have been integrated into Outlook Graphics. In March 1999, the Company
acquired certain assets of Kostner Graphics, a commercial printing company,
which the Company has integrated into its Outlook Graphics operations. In June
2000, the Company acquired the business and assets of Star Label, a division of
Docusystems. It operates as a division of the Outlook Label business unit.
DISCONTINUED OPERATIONS/FOOD PROCESSING OPERATIONS
In September 1996, the Company announced plans to divest its Outlook Foods,
Inc. ("Foods"), food processing business, and began to account for those
operations as a discontinued operation. In May 1998, the Company sold the assets
of Foods.
CLIENTS AND MARKETING
Due to the project-oriented nature of the Company's business, sales to
particular clients may vary significantly from year to year, and period to
period, depending upon the number and size of their projects. The identity of
those clients may also change.
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Sales to the Company's three largest clients accounted for 27% of net sales
during fiscal 2000. The same three clients accounted for 31% of net sales during
fiscal 1999. During fiscal 2000, sales to America Online, Inc. (AOL) were 12% of
the Company's net sales. Sales to AOL in fiscal 1999 and 1998 were 13% and 1% of
net sales, respectively. During fiscal 2000, sales to Kimberly-Clark Corporation
(KC) were 7% of the Company's net sales. Sales to KC were 12% and 9% of the
Company's net sales in fiscal 1999 and 1998, respectively. Also, during fiscal
2000, sales to Kraft Foods, Inc. (and affiliates) ("Kraft") accounted for
approximately 8% of the Company's net sales. Sales to Kraft were 6% and 10% of
the Company's net sales in fiscal 1999 and 1998, respectively. The Company sold
much of its fulfillment business during fiscal 1998 and had no fulfillment sales
to Kraft during fiscal 1999 or 2000. Sales to Kraft represent sales to several
Kraft divisions and subsidiaries. The Company performs various services on
behalf of these clients, such as, printing, production of labels and contract
packaging. As with most of its clients, the Company's sales to these clients are
pursuant to cancelable purchase orders. In particular, sales to AOL depend upon
the timing of AOL marketing initiatives that can change frequently and vary
significantly from period to period. There is no assurance that these sales will
continue in the future.
The Company expects that it will continue to experience significant sales
concentration given the relatively large size of projects undertaken for certain
clients. Furthermore, the Company's largest clients may vary from year to year
depending on the number and size of the projects completed for such clients. The
loss of business of one or more principal clients or a change in the number or
character of projects for particular clients could have a material adverse
effect on the Company's sales volume and profitability.
Clients generally purchase the Company's services under cancelable purchase
orders rather than long-term contracts, although exceptions sometimes occur when
the Company is required to purchase substantial inventories or special machinery
to meet orders. The Company believes that operating without long-term contracts
is consistent with industry practices, although it increases the Company's
vulnerability to significant period to period changes. Because of the
project-oriented nature of the Company's business, the short-term character of a
substantial portion of its projects and the nature of the orders for the
Company's services, the Company does not believe that backlog is material or
meaningful to its business.
The Company markets its services nationally through certain of its
executive officers and its centralized sales group which at July 31, 2000
included 25 sales and service employees and 9 manufacturer's representatives.
The sales group is intended to centralize and coordinate sales and marketing
activities among the Company's various operations. The Company generally does
not enter into employment contracts with its employee sales personnel, although
it has agreements with its outside representatives.
RAW MATERIALS
Raw materials necessary to the Company include paper stocks, inks and
plastic films, all of which are readily available from numerous suppliers. The
cost of raw materials represented approximately 47% of the Company's cost of
goods sold during fiscal 2000, as compared to 43% in fiscal 1999. The Company
has not experienced difficulties in obtaining materials for its continuing
operations in the past and does not consider itself dependent on any particular
supplier for raw materials, or for the Company's equipment needs.
COMPETITION
The market for the services provided by the Company is highly competitive,
primarily on the basis of price, quality, production capability, capacity for
prompt delivery and continuing relationships.
The Company's principal competitors, and the scope of the area in which the
Company competes, vary based upon the services offered. With respect to
specialty printing services, its competitors are numerous and range in size from
very large multi-national companies with substantially greater resources than
the Company to many smaller local companies. Numerous competitors also exist for
other services. While there are fewer competitors offering converting and
packaging services, competition is very strong. The Company believes that
relatively few competitors offer the wide range of services provided by the
Company. Because of the substantial capital requirements for graphic services
equipment, larger companies with greater capital
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resources may have an advantage in financing state-of-the-art equipment. The
Company does not believe foreign competition is significant at this time.
YEAR 2000 COMPLIANCE
During the year, the Company undertook actions intended to assure that its
computer systems and other equipment are capable of functioning in, and
processing for periods for the Year 2000 and beyond. Through July 2000, the
Company has not experienced any adverse consequences of "Year 2000 Compliance"
(the need for computer applications and other systems used by the Company to
function in and after the Year 2000 and recognize and properly perform date
sensitive functions involving dates after December 31, 1999).
ENVIRONMENTAL MATTERS
The Company and the industry in which it operates are subject to
environmental laws and regulations concerning emissions into the air, discharges
into waterways and the generation, handling and disposal of waste materials.
These laws and regulations are constantly evolving, and it is impossible to
predict accurately the effect they may have upon the capital expenditures,
earnings and competitive position of the Company in the future. The Company's
past expenditures relating to environmental compliance have not had a material
effect on the Company. Growth in the Company's production capacity with a
resultant increase in discharges and emissions could require significant capital
expenditures for environmental control facilities in the future.
EMPLOYEES
At August 15, 2000, the Company had 600 full-time employees. The Company
contracts for and/or hires temporary employees to increase the number of
personnel in certain operations as project commitments require. The Company
considers its relationship with its employees to be good. Wages and employee
benefits represented approximately 31% of the Company's cost of goods sold
during both fiscal 2000 and 1999.
ITEM 2. PROPERTIES.
The Company's offices and main production and distribution facilities are
located in the Town of Menasha, Wisconsin in a facility owned by the Company.
The 345,000 square foot facility (of which approximately 25,000 square feet are
used for offices) was built in stages from 1980 to 1992. The Company also owns
approximately five acres of land adjacent to this facility to provide for future
expansion, if needed.
The Company owns an 83,000 square foot facility in Neenah, Wisconsin in
which Outlook Label's office and production facilities are located. This
facility provides capacity for future expansion of Outlook Label as well as for
other operations of the Company, if needed.
The Company owns an 81,000 square foot facility in Oak Creek, Wisconsin in
which Outlook Packaging's office and production facilities are located. The
building was constructed in 1990, and was purchased by the Company in 1993. The
Company also owns approximately four acres of land adjacent to this facility.
As part of the purchase of Star Labels in June 2000, the Company acquired a
42,000 square foot facility in Troy, Ohio. The building was constructed in 1988.
The Company also owns approximately 2 acres of land adjacent to this facility to
provide for future expansion, if needed.
The Company leases an approximately 75,000 square foot facility in Neenah,
Wisconsin that is currently used for certain mailing operations and warehouse
space. The lease for this facility expires on March 30, 2002. The Company must
provide six months notice of its intention to vacate or the lease continues on a
year-to-year basis. The Company also leases an approximately 37,500 square foot
facility in Neenah, Wisconsin for its sheeting operations and other warehouse
space. The lease is for a ten year term, with one five year option to renew.
In addition to land and buildings, the Company maintains significant
complex and specialized equipment to perform its various graphic services. The
equipment includes presses, machinery dedicated to converting and packaging, and
other machinery described above in Item 1. Certain of the equipment is leased by
the
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Company; see Note G of Notes to Consolidated Financial Statements elsewhere in
this report for a description of equipment lease transactions. The Company is
dependent upon the functioning of such machinery and equipment, and its ability
to acquire and maintain appropriate equipment. Among other factors, the Company
may be affected by equipment malfunctions, training and operational needs
relating to the equipment, which may delay its utilization, maintenance
requirements, and technological or mechanical obsolescence. Because of the
substantial capital requirements for graphic services equipment in particular,
larger companies with greater capital resources may have an advantage in
financing state-of-the-art equipment.
The Company believes that all of its facilities are in good condition and
suited for their present purpose. The Company believes that the property and
equipment currently utilized by it is sufficient for its currently anticipated
needs but that expansion of the Company's business or offering new services
could require the Company to obtain additional equipment or facilities. The
Company regularly evaluates its facility and equipment needs and would sell, or
terminate leases to, facilities or equipment if appropriate.
Substantially all of the Company's assets are pledged as collateral under
financing agreements. See Note C of Notes to Consolidated Financial Statements,
which is incorporated herein by reference, for a description of financing
secured by mortgages on the properties and equipment owned by the Company and
its subsidiaries.
ITEM 3. LEGAL PROCEEDINGS.
The Company has been named as a defendant in an action captioned Barrier
Films Ltd. -- New York ["Barrier-NY"] versus Outlook Group, Inc., and Joseph
Baksha, filed in the Supreme Court of the State of New York (Suffolk County),
Index No. 99-08965, on April 29, 1999. The Company moved the case to the U.S.
District Court for the Eastern District of New York, Civil No. 99-CV-3057 (LDW),
on June 1, 1999.
This suit alleges various causes of action which arise out of the
acquisition of Barrier Films Corporation ("BFC") by Barrier-NY from the Company
in May 1997. Barrier's complaint, as amended, has multiple counts, with
overlapping claims that can be summarized as: (a) various allegations and causes
of action arising from the alleged failure of the Company to comply with closing
obligations relating to consents by former BFC officers under their employment
agreements; (b) alleged tortuous interference with Barrier-NY's client
relationship with a client of BFC prior to the transaction; (c) various claims
that the Company failed to comply with its obligations under a related Rebate
and Supply Agreement; (d) allegations that the Company either misappropriated or
disclosed certain confidential BFC information, and (e) a request for a judgment
declaring the 1997 promissory note executed by Barrier-NY in the BFC acquisition
unenforceable, null and void. Because the complaint presents overlapping claims,
and requests multiple awards of damages for the same underlying facts,
determining the actual amount at issue is uncertain; however, all of the claims
made total $27.65 million, plus elimination of the note, plus requests for costs
and punitive damages, without any attempt to adjust the claims for multiple
requests resulting from overlapping causes of action.
The Company has answered denying liability and has counter-claimed for more
than $2.8 million, plus costs and other damages, as a result of Barrier-NY's
failure to make payments due the Company under a promissory note and the
Purchase and Sale Agreement in connection with the sale of BFC. The litigation
remains at an early stage, and discovery is still at early stages. However, the
Company has served Barrier-NY with a motion for judgment dismissing 15 of the 19
causes of action in Barrier-NY's amended complaint and for a judgment of
liability on the Company's counterclaim. The Company has also served a motion
that whatever remains of the litigation be transferred to the Eastern District
of Wisconsin, based on improper venue in the Eastern District of New York. The
court has not yet taken action on the motions. The Company believes that
Barrier-NY's claims are without merit and intends to defend the matter, and to
pursue its counterclaim, vigorously and aggressively.
In a separate matter, Outlook Packaging, Inc., has commenced an action in
the U.S. District Court for the Eastern District of Wisconsin against BFC (Case
No. 00-C-0202). In this suit, which seeks monetary damages, Outlook Packaging
alleges misrepresentation, tortuous interference and breach of warranty against
BFC, based upon certain films produced by BFC for Outlook Packaging.
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BFC has answered the complaint making counterclaims against Outlook
Packaging that mirror Barrier-NY's claims in the litigation discussed above, and
has filed a motion requesting that the Wisconsin case be dismissed or
consolidated with the case Barrier-NY filed in the Eastern District of New York.
Outlook Packaging is challenging that request. Discovery is in its early stages
in this matter. Outlook Packaging believes that BFC's counterclaims are without
merit, and intends to defend the matter, and to pursue its claims, vigorously
and aggressively.
As to the matters discussed above, the Company notes that Ronnie Shemesh
has recently become a greater than 5% shareholder of the Company, and that
Barrier-NY and BFC are corporations controlled by Mr. Shemesh.
Other than the foregoing, in the opinion of management, the Company is not
a defendant in any legal proceedings other than routine litigation that is not
material to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain information as to each of the executive officers of the Company is
set forth in the following table. Officers are elected annually by the Board of
Directors.
NAME AGE POSITION(S)
---- --- -----------
Richard C. Fischer............. 61 Chairman of the Board and Chief Executive Officer; Director
Joseph J. Baksha............... 48 President and Chief Operating Officer; Director
Jeffry H. Collier.............. 47 Executive Vice President; Vice President and General Manager
of Outlook Graphics; Director
Paul M. Drewek................. 54 Chief Financial Officer and Secretary
Richard C. Fischer has served as Chairman of the Board and Chief Executive
Officer of the Company since December 1997; he has been a director of the
Company since 1995. Mr. Fischer has been an investment banker with Marquette
Capital Partners since 2000. He was previously an investment banker with B.C.
Ziegler & Co. from 1999 to 2000, with Fischer and Associates LLC from 1995 to
1999, and previously with Robert W. Baird & Co., Incorporated.
Joseph J. Baksha has served as President and Chief Operating Officer since
December 1996, after having served as Vice President of the Company and
President of Outlook Packaging. Previously, Mr. Baksha served as Executive Vice
President and Chief Operating Officer of Washburn International (a manufacturer
and distributor of musical instruments) from 1994 to 1996, and previously as
Executive Vice President and Chief Operating Officer of Alusuisse Flexible
Packaging (a flexible packaging company).
Jeffry H. Collier has served as Executive Vice President of the Company
since 1994, President of the Outlook Graphics division since 1996 and a Vice
President of the Company since 1990. Previously, Mr. Collier was employed by the
Company as its plant manager and General Manager of Outlook Label.
Paul M. Drewek became the Company's Chief Financial Officer in 1998, and
its Secretary in 1999. Mr. Drewek acted as principal of Drewek & Associates
(accounting and management consulting) from 1997 to 1998. Previously, Mr. Drewek
served as Chief Financial Officer of Allied Computer Group Companies, Inc. (a
computer systems integrator and consulting company) from 1995 to 1997, and prior
thereto as Vice President -- Finance and Administration and Treasurer -- CFO of
Joiner Associates Incorporated (a consult-
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ing and publishing company specializing in total quality management). Mr. Drewek
also is deemed the Company's principal accounting officer.
* * * * *
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The discussions in this report on Form 10-K, and in the documents
incorporated herein by reference, and oral presentations made by or on behalf of
the Company contain or may contain various forward-looking statements
(particularly those referring to expectations as to possible strategic
alternatives, future business and/or operations, in the future tense, or using
terms such as "believe", "anticipate," "expect" or "intend") that involve risks
and uncertainties. The Company's actual future results could differ materially
from those discussed, due to the factors which are noted in connection with the
statements and other factors. The factors that could cause or contribute to such
differences include, but are not limited to, those further described in Items 1
and 2 above in this report and in the "Management's Discussion and Analysis"
(particularly in "Results of Operations -- Fiscal 2000 Compared to Fiscal 1999"
and "General Factors") in Item 7 hereof.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is quoted on the NASDAQ Stock Market. The
following table sets forth high and low closing sales prices as reported on
NASDAQ by quarter for the indicated fiscal years.
FISCAL 2000 HIGH LOW
----------- ----- -----
Fourth Quarter.............................................. $5.94 $3.88
Third Quarter............................................... 4.88 3.75
Second Quarter.............................................. 5.00 3.63
First Quarter............................................... 4.75 3.19
FISCAL 1999 HIGH LOW
----------- ----- -----
Fourth Quarter.............................................. $4.13 $1.88
Third Quarter............................................... 4.63 3.63
Second Quarter.............................................. 4.44 3.13
First Quarter............................................... 6.00 3.50
The Company has not paid any cash dividends since its inception. The
Company presently intends to employ its earnings in the continued development
and expansion of its business and does not expect to pay any cash dividends in
the foreseeable future. For a description of contractual dividend restrictions,
see Note C of Notes to the Consolidated Financial Statements and the discussion
in Management's Discussion and Analysis.
As of August 15, 2000, the Company had approximately 464 registered
shareholders of record.
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ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data of the Company have been derived from
the Company's audited consolidated financial statements and should be read in
conjunction with the consolidated financial statements, related notes and
Management's Discussion and Analysis contained in this report. Information has
been restated to reflect the Company's subsidiary, Outlook Foods, Inc., as a
discontinued operation; see Note L to the Consolidated Financial Statements.
FISCAL YEAR ENDED MAY 31,
-------------------------------------------------------------
2000 1999 1998 1997(1) 1996(1)
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
EARNINGS STATEMENT DATA:
Net sales................................ $ 71,338 $ 67,086 $ 66,951 $ 72,054 $ 79,305
Cost of goods sold....................... 55,888 54,242 54,545 61,168 74,683
--------- --------- --------- --------- ---------
Gross profit............................. 15,450 12,844 12,406 10,886 4,622
Selling, general and administrative
expenses............................... 12,000 10,554 10,454 9,904 13,347
--------- --------- --------- --------- ---------
Operating profit (loss).................. 3,450 2,290 1,952 982 (8,725)
Other income (expense):
Interest expense....................... (600) (627) (1,968) (2,778) (2,506)
Other income........................... 619 609 1,409 746 1,609
Gain on sale of subsidiary............. -- -- -- 556 --
--------- --------- --------- --------- ---------
Earnings (loss) from continuing
operations before income taxes......... 3,469 2,272 1,393 (494) (9,622)
Income tax expense (benefit)............. 1,451 877 640 58 (3,659)
--------- --------- --------- --------- ---------
Earnings (loss) from continuing
operations............................. 2,018 1,395 753 (552) (5,963)
Discontinued operations:
Earnings (loss) from discontinued
operations before income taxes...... -- -- (916) (1,492) 658
Income tax expense (benefit)........... -- -- 4 (574) 253
--------- --------- --------- --------- ---------
Earnings (loss) from discontinued
operations............................. -- -- (920) (918) 405
--------- --------- --------- --------- ---------
Net earnings (loss)...................... $ 2,018 $ 1,395 $ (167) $ (1,470) $ (5,558)
--------- --------- --------- --------- ---------
Net earnings (loss) per common
share -- Basic
Continuing operations............... $ 0.47 $ 0.30 $ 0.16 $ (0.12) $ (1.28)
Discontinued operations............. -- -- (0.20) (0.20) 0.09
--------- --------- --------- --------- ---------
Total.......................... $ 0.47 $ 0.30 $ (0.04) $ (0.32) $ (1.19)
--------- --------- --------- --------- ---------
Net earnings (loss) per common
share -- Diluted
Continuing operations............... $ 0.47 $ 0.30 $ 0.16 $ (0.12) $ (1.26)
Discontinued operations............. -- -- (0.20) (0.20) 0.09
--------- --------- --------- --------- ---------
Total.......................... $ 0.47 $ 0.30 $ (0.04) $ (0.32) $ (1.17)
--------- --------- --------- --------- ---------
Weighted average number of common shares
outstanding
-- Basic............................ 4,308,382 4,667,132 4,662,460 4,649,382 4,661,882
-- Diluted.......................... 4,323,834 4,667,542 4,692,522 4,700,551 4,715,887
--------- --------- --------- --------- ---------
BALANCE SHEET DATA (AT FISCAL YEAR END):
Working capital.......................... $ 12,452 $ 14,008 $ 14,185 $ 11,368 $ 23,700
--------- --------- --------- --------- ---------
Total assets............................. $ 47,866 $ 51,766 $ 53,457 $ 67,620 $ 77,853
--------- --------- --------- --------- ---------
Long-term debt, less current
maturities............................. $ 2,800 $ 4,753 $ 7,061 $ 16,156 $ 30,859
--------- --------- --------- --------- ---------
Shareholders' equity..................... $ 33,064 $ 34,678 $ 33,383 $ 33,471 $ 34,941
--------- --------- --------- --------- ---------
- -------------------------
(1) Includes the results of operations of the Company's subsidiary, Barrier
Films Corp. ("Barrier"), until May 15, 1997
8
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following section presents a discussion and analysis of the Company's
results and operations during the past three fiscal years, and its financial
condition at fiscal year end. Statements that are not historical facts (such as
statements in future tense or using terms such as "believe" "expect" or
"anticipate") are forward-looking statements that involve risks and
uncertainties. The Company's actual future results could materially differ from
those discussed. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in the following sections,
particularly under "General Factors" in "Results of Operations -- Fiscal 2000
Compared to Fiscal 1999".
Beginning in November 1996, the Company began accounting for its former
food processing business as a discontinued operation. The food processing
operation was sold in May 1998.
RESULTS OF OPERATIONS
The following table shows, for the fiscal years indicated, certain items
from the Company's consolidated statements of operations expressed as a
percentage of net sales.
PERCENTAGE OF NET SALES
YEAR ENDED MAY 31,
-----------------------------
2000 1999 1998
----- ----- -----
Net sales................................................... 100.0% 100.0% 100.0%
Cost of goods sold.......................................... 78.3 80.9 81.5
----- ----- -----
Gross profit................................................ 21.7 19.1 18.5
Selling, general and administrative expenses................ 16.9 15.7 15.6
----- ----- -----
Operating profit............................................ 4.8 3.4 2.9
Other income (expense):
Interest expense.......................................... (0.8) (0.9) (2.9)
Other income.............................................. 0.9 0.9 2.1
----- ----- -----
Earnings from continuing operations before income taxes..... 4.9 3.4 2.1
Income tax expense.......................................... 2.1 1.3 1.0
----- ----- -----
Earnings from continuing operations......................... 2.8 2.1 1.1
Discontinued operations:
Loss from discontinued operations before income taxes..... -- -- (1.4)
Income tax expense.......................................... -- -- --
----- ----- -----
Loss from discontinued operations........................... -- -- (1.4)
----- ----- -----
Net earnings (loss)......................................... 2.8% 2.1% (0.3)%
===== ===== =====
FISCAL 2000 COMPARED TO FISCAL 1999
The Company's net sales were $71.3 million for fiscal 2000, up 6% or $4.2
million from fiscal 1999 sales of $67.1 million. The Label business segment
experienced a $3.8 million increase in sales, a 27% increase over the prior
year. The Packaging business segment also experienced a sales increase of $1.2
million or 8%. The Graphics business segment had a net decrease in sales of $0.8
million or 2%. In the Graphics segment, the Company had gains of $4.0 million in
the contract packaging market and remained even in the commercial printing
market. This gain however, was offset by decreases of $.2 million in the
collateral management and distribution market, $4.0 million in the paperboard
packaging market, and $0.6 million in the direct marketing market.
Gross profit as a percentage of net sales improved to 21.7% in fiscal 2000
from 19.1% in fiscal 1999. Gross profit increased $2.6 million from 1999 to
$15.5 million. This improvement is primarily the result of the Company's
continued efforts to increase sales with relatively less material costs as a
percentage of sales. These
9
11
increases were in the contract packaging and direct marketing businesses. The
Company also benefited from its continuous process improvement initiative, which
continued throughout fiscal 2000. The goal of the initiative was to more
efficiently use materials and personnel. Surplus equipment that had previously
been used for special projects were put to alternative use or were sold.
Inventory write-offs were approximately $100,000 in fiscal 2000 and $250,000 in
fiscal 1999. Management is continuing its programs to further reduce inventory
to desired levels and does not currently believe that additional material costs
will be incurred on the reductions. However, actual results are dependent on the
ability of the Company to find buyers for slower moving materials or to use
materials in the normal course of business.
Selling, general and administrative expenses increased $1.4 million during
fiscal 2000 and represent 16.9% of net sales as compared to 15.7% in fiscal
1999. In fiscal 2000, the Company had increases of $0.6 million in wages and
benefits, $0.8 million in bad debt expense, and $0.4 million in professional
services. These increases were offset by decreases of $0.2 million in broker
commission expense and $0.2 million in other administrative expenses, of which
the majority represented recruiting and contract labor expense.
Interest expense decreased $27,000 from 1999 due to the decrease in total
debt. Interest expense as a percent of net sales decreased to 0.8% in fiscal
2000 versus 0.9% in fiscal 1999. Approximately $100,000 of the interest expense
in fiscal 2000 is related to accelerated amortization of loan fees.
Other income remained constant at 0.9% of net sales in both fiscal 2000 and
1999. Approximately $600,000 of other income in fiscal 2000 is primarily
composed of interest income from account and note receivables, recycling
revenue, and interest earned on prior year income tax refunds.
Fiscal 2000 pretax earnings of $3.5 million represent a $1.2 million
increase or 52% from the fiscal 1999 level of $2.3 million. Pretax earnings was
4.9% of net sales in fiscal 2000 as compared to 3.4% of net sales in fiscal
1999.
In summary, fiscal 2000 yielded net earnings of $0.47 per share. Fiscal
1999 yielded net earnings of $0.30 per share.
FISCAL 1999 COMPARED TO FISCAL 1998
The Company's net sales from continuing operations were $67.1 million for
fiscal 1999, up slightly from fiscal 1998 sales of $67.0 million. The Graphics
business segment had a net increase in sales of $5.7 million, the Label segment
and Packaging segments had net decreases of $1.0 million and $4.6 million,
respectively. In the Graphics segment, the Company had gains of $1.0 million in
contract packaging, $6.7 million in direct marketing business and $1.2 million
in collateral management markets; the Company had decreases of $7.0 million in
sales in packaging and $1.8 million in specialty printing markets. Approximately
$4.3 million of the decrease in the Packaging segment was in the snack food
markets and approximately $0.4 million of the decrease was in the produce
markets.
Gross profit as a percentage of net sales improved to 19.1% in fiscal 1999
from 18.5% in fiscal 1998. Gross profit increased $0.4 million from 1998 to
$12.8 million. This improvement is primarily the result of the Company's
continued efforts to increase sales with relatively less material costs as a
percentage of sales. These increases were in the contract packaging and direct
mail businesses. The Company also benefited from its continuing program to more
efficiently use materials and personnel. Surplus equipment that had previously
been used for the sports and collectible picture card market were put to
alternative use or were sold. Inventory write-offs were approximately $250,000
in fiscal 1999 and $500,000 in fiscal 1998.
Selling, general and administrative expenses increased slightly in fiscal
1999 and represent 15.7% of net sales as compared to 15.6% in fiscal 1998. In
fiscal 1999, the Company had increases of $80,000 in wages, $100,000 in health
and medical insurance costs, $150,000 in broker commission expense, and $260,000
in other administrative expenses, of which the majority of the increase
represented recruiting and contract labor expense. In fiscal 1999, bad debt
expense decreased $450,000 and depreciation decreased $100,000 from fiscal year
1998.
10
12
Interest expense decreased $1.3 million from 1998 due to the decrease in
total debt. Interest expense as a percent of net sales decreased to 0.9% in
fiscal 1999 versus 2.9% in fiscal 1998. Other income decreased $800,000 from
1998 to 0.9% of sales in fiscal 1999 as compared to 2.1% of sales in fiscal
1998. The $600,000 of other income in fiscal 1999 is primarily composed of
interest income from note receivables of approximately $450,000 and recycling
revenue of approximately $180,000. Fiscal 1998 other income included $1.2
million of gain on the sales of fixed assets including the land, building and
equipment related to fulfillment operations previously located in Oshkosh,
Wisconsin.
Fiscal 1999 pretax earnings from continuing operations of $2.3 million
represent a $900,000 increase from the fiscal 1998 level of $1.4 million. Pretax
earnings from continuing operations was 3.4% of net sales in fiscal 1999 as
compared to 2.1% of net sales in fiscal 1998. In fiscal 1999, the Company
recorded a tax provision of $877,000 or 1.3% of net sales as compared to the
fiscal 1998 tax provision of $640,000 or 1.0% of net sales.
Outlook Foods, accounted for as a discontinued operation, was sold as of
May 1, 1998 and did not affect 1999 results. In fiscal 1998, a loss of
approximately $860,000 was realized as a result of this sale. Up to May 1, 1998
the Foods operations generated $15.5 million of sales and $60,000 of pretax
loss. Discontinued operations resulted in an approximately $900,000 net loss in
fiscal 1998.
In summary, fiscal 1999 yielded net earnings of $0.30 per share, all
earnings from continuing operations. Fiscal 1998 yielded a net loss of $0.04 per
share, comprised of earnings from continuing operations of $0.16 per share, and
a net loss from discontinued operations of $0.20 per share.
GENERAL FACTORS
Because of the project-oriented nature of the Company's business, the
Company's largest clients have historically tended to vary from year to year
depending on the number and size of the projects completed for these clients.
During fiscal 2000, sales to the Company's three largest clients accounted for
27% of net sales. During fiscal 1999, sales to those same three clients
accounted for 31% of net sales from continuing operations. For a discussion
regarding client concentration and marketing factors see Item 1-"Clients and
Marketing", which is incorporated herein by reference. The Company performs
various services on behalf of these clients, such as, printing, production of
labels and contract packaging. Changes in the Company's project mix and timing
of projects make predictability of the Company's future results very difficult.
Changes in the Company's project mix and client base could affect future sales
volume and profitability.
Even though the Company is looking to increase longer term contract work,
the Company expects that it will continue to experience significant sales
concentration given the relatively large size of projects undertaken for certain
clients. Furthermore, the Company's largest clients may vary from year to year
depending on the number and size of the projects completed for such clients. The
loss of one or more principal clients or a change in the number or character of
projects for particular clients could have a material adverse effect on the
Company's sales volume and profitability.
Clients generally purchase the Company's services under cancelable purchase
orders rather than long-term contracts, although exceptions sometimes occur when
the company is required to purchase substantial inventories or special machinery
to meet orders. The Company believes that operating without long-term contracts
is consistent with industry practices, although it increases the Company's
vulnerability to losses of business and significant period-to-period changes.
The Company uses complex and specialized equipment to provide its services,
and manufacture its products. Therefore, the Company is dependent upon the
functioning of such machinery, and its ability to acquire and maintain
appropriate equipment.
LIQUIDITY AND CAPITAL RESOURCES
As shown on the Consolidated Statements of Cash Flows, fiscal 2000 cash
provided from operating activities was $7.1 million as compared to $6.4 million
in fiscal 1999. In fiscal 2000, the Company used $1.4 million to acquire
property plant and equipment. In addition, the Company used cash to pay down an
11
13
additional $2.3 million of long term debt and purchased $3.6 million of treasury
stock. In June 2000, the acquisition of Star Labels by the Company was financed
with cash generated from internal operations.
The Company's operating cash was reduced by a $0.8 million increase in
accounts and notes receivable. The Company's operating cash was reduced by a
$1.5 million increase in inventory and a $0.9 million decrease in accounts
payable. During fiscal 2000 the Company provided $0.8 million for additional
reserves and write-downs of receivables and inventory as compared to $0.4
million in fiscal 1999. The Company continues to monitor its inventory
requirements and the credit worthiness of its clients. Management continues its
program to reduce inventory to desired levels. Inventory at May 31, 2000
reflects higher than 1999 levels due to the level of raw material required to be
on hand for client production runs. Earlier than planned receipts of raw
material inventory in order to receive volume pricing, as well as increased
order quantities to minimize anticipated price increases also contributed to the
higher inventory level.
Net cash used in financing activities was $6.3 million, of which
approximately $2.3 million represents the Company's net reduction of debt. The
Company also used $3.6 million to purchase treasury stock. The Company was able
to reduce its debt as a result of cash available from improved management of
operations and working capital.
The Company holds notes receivable from the purchasers of its Barrier
operations that total approximately $2.3 million. The Company is currently in
litigation to collect those amounts, and the other party is making claims
against the Company, including seeking termination of the note. See Item 3-Legal
Proceedings. The Company is also in the process of litigation to collect another
note that totals approximately $0.7 million. A failure of the Company to collect
these amounts, or amounts due under other notes or accounts receivable, in
excess of reserves, would adversely affect the Company's balance sheet and
results of operations.
The Company maintains a credit facility with a bank, but had no outstanding
balances on the revolver as of May 31, 2000. At August 15, 2000 the Company had
an outstanding revolving loan balance of $2.5 million. These borrowings were
used to temporarily finance the acquisition of a new press that will be
permanently financed through a long-term lease arrangement. The facility
provides for a maximum revolving credit commitment of $15.0 million less
approximately $4.0 million used for standby letters of credit. Interest on the
debt outstanding during the year varied with the Company's selection to have the
debt based upon margins over the bank determined preference or an IBOR rate. The
Company's actual rate is dependent upon the Company's performance against a
specific ratio as measured against a predetermined performance chart.
The Company anticipates capital expenditures of approximately $2.75 million
in fiscal 2001, excluding any acquisition opportunities that may become
available to the Company. The Company intends to finance these expenditures
through funds obtained from operations plus its credit facilities and possible
leasing opportunities.
In July 1999 the Board of Directors authorized the repurchase of up to
1,000,000 shares of the Company's common stock in the open market. No timeframe
was set for completion of this program. As of August 15, 2000 the Company had
repurchased 796,563 shares for approximately $3.6 million.
The Company regularly reassesses how its various operations complement the
Company as a whole and considers strategic decisions to acquire new operations
or expand, terminate or sell certain existing operations. These reviews resulted
in the transactions discussed above during recent fiscal years, and may result
in additional transactions during fiscal 2001 and beyond.
RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards FAS 133 "Accounting for Derivative
Instruments and Hedging Activities." FAS 133 established standards for
accounting for derivatives and hedging activities. The effective application
date of this standard has been deferred by the release of FAS 137 "Accounting
for Derivative Instruments and Hedging Activities -- Deferral of the Effective
Date of FASB Statement No. 133." FAS 137 defers application of FAS 133 to the
Company's 2001 fiscal year. At this time, the Company does not have any
derivatives or hedging activities that would be affected by FAS 133.
12
14
During 1999, the staff of the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial
Statements". SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to revenue recognition. The SAB is effective for the
Company's 2001 fiscal year. The Company is currently evaluating the bulletin and
the reporting implications thereof. At this time, the Company does not expect
this will have a material effect on the Company's consolidated financial
statements.
OTHER
In general, the Company believes that the effects of inflation on the
Company have not been material in recent years.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The following discussion about the Company's risk management activities may
include forward-looking statements that involve risk and uncertainties. Actual
results could differ materially from those discussed.
The Company has financial instruments, including notes receivable and
long-term debt, which are sensitive to changes in interest rates. However, the
Company does not use any interest-rate swaps or other types of derivative
financial instruments to limit its sensitivity to changes in interest rates
because of the relatively short-term nature of its notes receivable and
variability of interest rates on certain of its long-term debt.
The Company does not believe there has been any material changes in the
reported market risks faced by the Company since the end of its last fiscal
year, May 31, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements (including the notes thereto and the accountants'
report thereon) required by this item are set forth on pages F-1 and following
of this Report, and are incorporated herein by reference. See also "Index to
Financial Statements and Financial Statement Schedules" following Item 14
herein. Supplementary data is not required to be presented, as the Company does
not meet the criteria for mandatory filing.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information in response to this item is incorporated herein by reference to
"Election of Directors" and to "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement to be filed pursuant to Regulation
14A for its Annual Meeting of Shareholders to be held on or about October 19,
2000 ("2000 Annual Meeting Proxy Statement") and "Executive Officers of the
Registrant" in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference to "Election of Directors -- Directors' Fees" and
"Executive Compensation" in the 2000 Annual Meeting Proxy Statement.
13
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information in response to this item is incorporated herein by reference to
"Security Ownership of Certain Beneficial Owners and Management" in the 2000
Annual Meeting Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information in response to this item is incorporated by reference to
"Certain Transactions" in the 2000 Annual Meeting Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents Filed:
1 and 2. Financial Statements and Financial Statement Schedules. See
the following "Index to Financial Statements and Financial Statement
Schedules," which is incorporated herein by reference.
3. Exhibits. See Exhibit Index included as last part of this report,
which is incorporated herein by reference.
(b) Reports on Form 8-K:
None filed during the fourth quarter of fiscal 2000.
14
16
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of the Company and
subsidiaries are included in this Form 10-K Annual Report:
PAGE
NUMBER
------
Report of Independent Certified Public Accountants.......... F-2
Consolidated Balance Sheets as of May 31, 2000 and 1999..... F-3
Consolidated Statements of Operations for the years ended
May 31, 2000, 1999 and 1998............................... F-4
Consolidated Statements of Shareholders' Equity for the
years ended May 31, 2000, 1999 and 1998................... F-5
Consolidated Statements of Cash Flows for the years ended
May 31, 2000, 1999 and 1998............................... F-6
Notes to Consolidated Financial Statements.................. F-7
The following financial statement schedule of the Company, and the
accountants' report thereon, appear on the indicated pages in this Form 10-K
Annual Report:
PAGE
NUMBER
IN 10-K
-------
Report of Independent Certified Public Accountants on
Financial Statement Schedule.............................. F-18
Schedule II -- Valuation and Qualifying Accounts............ F-19
F-1
17
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Outlook Group Corp. and Subsidiaries
Neenah, Wisconsin
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, shareholders' equity and cash
flows present fairly, in all material respects, the financial position of
Outlook Group Corp. and subsidiaries at May 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended May 31, 2000, in conformity with accounting principles accepted in
the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 26, 2000
F-2
18
OUTLOOK GROUP CORP.
CONSOLIDATED BALANCE SHEETS
MAY 31,
-----------------------
2000 1999
-------- --------
(IN THOUSANDS EXCEPT
SHARE AND PER SHARE
AMOUNTS)
ASSETS
Current Assets
Cash and cash equivalents................................... $ 1,981 $ 1,940
Accounts receivable, less allowance for doubtful accounts
of $774, and $771, respectively........................ 10,088 10,713
Notes receivable-current portion.......................... 550 2,805
Inventories............................................... 6,390 4,899
Deferred income taxes..................................... 707 203
Income taxes refundable................................... -- 876
Other..................................................... 719 738
-------- --------
Total current assets................................... 20,435 22,174
Notes receivable-long-term, less allowance for doubtful
accounts of $777, and $477, respectively.................. 2,713 1,633
Property, plant, and equipment
Land...................................................... 543 589
Building and improvements................................. 11,386 11,290
Machinery and equipment................................... 38,323 40,973
-------- --------
50,252 52,852
Less: accumulated depreciation............................ (26,984) (26,488)
-------- --------
23,268 26,364
Other assets................................................ 1,450 1,596
-------- --------
Total assets................................................ $ 47,866 $ 51,767
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt...................... $ 1,953 $ 2,308
Accounts payable.......................................... 2,351 3,222
Book overdraft............................................ -- 337
Accrued liabilities:
Salaries and wages........................................ 2,120 1,509
Other.................................................. 1,559 790
-------- --------
Total current liabilities............................ 7,983 8,166
Long-term debt, less current maturities..................... 2,800 4,753
Deferred income taxes....................................... 4,019 4,170
Commitments and contingencies............................... -- --
Shareholder's equity
Cumulative preferred stock, $.01 par value -- authorized
1,000,000 shares; none issued.......................... -- --
Common stock, $.01 par value -- authorized 15,000,000
shares; 5,127,132 and 5,117,132 shares issued and
outstanding, respectively.............................. 51 51
Additional paid-in capital................................ 18,549 18,494
Retained earnings......................................... 22,700 20,682
Officer loans............................................. (100) (100)
-------- --------
41,200 39,127
Less 1,246,563 and 450,000 shares of treasury stock at
cost, respectively..................................... (8,136) (4,449)
Total shareholder's equity............................. 33,064 34,678
-------- --------
Total liabilities and shareholder's equity............. $ 47,866 $ 51,767
======== ========
The accompanying notes are an integral part of these financial statements.
F-3
19
OUTLOOK GROUP CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MAY 31,
-----------------------------------
2000 1999 1998
--------- --------- ---------
(IN THOUSANDS EXCEPT SHARE AND
PER SHARE AMOUNTS)
Net sales................................................. $ 71,338 $ 67,086 $ 66,951
Cost of goods sold........................................ 55,888 54,242 54,545
--------- --------- ---------
Gross profit.............................................. 15,450 12,844 12,406
Selling, general, and administrative expenses............. 12,000 10,554 10,454
--------- --------- ---------
Operating profit.......................................... 3,450 2,290 1,952
Other income (expense):
Interest expense........................................ (600) (627) (1,968)
Interest and other income............................... 619 609 1,409
--------- --------- ---------
Earnings from continuing operations before income taxes... 3,469 2,272 1,393
Income tax expense........................................ 1,451 877 640
--------- --------- ---------
Earnings from continuing operations....................... 2,018 1,395 753
Discontinued operations:
Loss from discontinued operations before income taxes..... -- -- (57)
Loss on sale of discontinued operations before income
taxes................................................... -- -- (859)
Income tax expense........................................ -- -- 4
--------- --------- ---------
Loss from discontinued operations......................... -- -- (920)
--------- --------- ---------
Net earnings (loss)....................................... $ 2,018 $ 1,395 $ (167)
========= ========= =========
Net earnings (loss) per share -- Basic:
Continuing.............................................. $ 0.47 $ 0.30 $ 0.16
Discontinued............................................ -- -- (0.20)
--------- --------- ---------
Total................................................... $ 0.47 $ 0.30 $ (0.04)
========= ========= =========
Net Earnings (loss) per share -- Diluted:
Continuing.............................................. $ 0.47 $ 0.30 $ 0.16
Discontinued............................................ -- -- (0.20)
--------- --------- ---------
Total................................................... $ 0.47 $ 0.30 $ (0.04)
========= ========= =========
Weighted average number of shares outstanding
Basic................................................... 4,308,382 4,667,132 4,662,460
========= ========= =========
Diluted................................................. 4,323,834 4,667,542 4,692,522
========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-4
20
OUTLOOK GROUP CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED MAY 31
-------------------------------------------------------------------------------------------
COMMON STOCK ADDITIONAL TREASURY STOCK
------------------- PAID-IN RETAINED OFFICER --------------------
SHARES AMOUNT CAPITAL EARNINGS LOAN SHARES AMOUNT TOTAL
--------- ------ ---------- -------- ------- --------- ------- -------
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
Balance at June 1, 1997... 5,099,382 $51 $18,415 $19,454 $ -- 450,000 $(4,449) $33,471
Exercise of employee
stock options......... 17,750 -- 79 -- -- -- -- 79
Net loss for 1998....... -- -- -- (167) -- -- -- (167)
--------- --- ------- ------- ----- --------- ------- -------
Balance at May 31, 1998... 5,117,132 51 18,494 19,287 -- 450,000 (4,449) 33,383
Net earnings for 1999... -- -- -- 1,395 -- -- -- 1,395
Officer loan............ -- -- -- -- (100) -- -- (100)
--------- --- ------- ------- ----- --------- ------- -------
Balance at May 31, 1999... 5,117,132 51 18,494 20,682 (100) 450,000 (4,449) 34,678
Exercise of employee
stock options......... 10,000 -- 55 -- -- 9,312 (55) --
Purchase of Treasury
Stock................. -- -- -- -- -- 787,251 (3,632) (3,632)
Net earnings for 2000... -- -- -- 2,018 -- -- -- 2,018
--------- --- ------- ------- ----- --------- ------- -------
Balance at May 31, 2000... 5,127,132 $51 $18,549 $22,700 $(100) 1,246,563 $(8,136) $33,064
========= === ======= ======= ===== ========= ======= =======
The accompanying notes are an integral part of these financial statements.
F-5
21
OUTLOOK GROUP CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MAY 31,
-----------------------------
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)......................................... $ 2,018 $ 1,395 $ (167)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Depreciation and amortization............................. 3,820 3,910 4,850
Provision for doubtful accounts........................... 1,010 188 640
(Gain) loss on sale of assets............................. 154 93 (1,339)
Loss on sale of subsidiaries.............................. -- -- 859
Gain on sale of facility.................................. -- -- (583)
Deferred income taxes..................................... (655) 610 754
Change in assets and liabilities, net of effects of
acquisitions and disposals of businesses:
Accounts and notes receivable............................. 790 1,154 (475)
Inventories............................................... (1,491) 922 1,227
Income taxes.............................................. 1,515 15 (176)
Accounts payable.......................................... (871) (1,481) 2,010
Accrued liabilities....................................... 741 (580) 1,296
Other..................................................... 46 162 261
------- ------- -------
Net cash provided by operating activities......... 7,077 6,388 9,157
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment.............. (1,420) (3,397) (1,157)
Proceeds from sale of assets.............................. 661 37 2,348
Purchase of businesses.................................... -- (2,492) (1,155)
Proceeds from sale of subsidiaries........................ -- -- 5,618
Proceeds from sale of facility............................ -- -- 3,650
Loan to officer........................................... -- (100) --
------- ------- -------
Net cash provided by (used in) investing
activities...................................... (759) (5,952) 9,304
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in revolving credit borrowings................... -- -- (3,416)
Increase (decrease) in book overdraft..................... (337) 337 (1,605)
Payments on long-term borrowings.......................... (2,308) (1,658) (10,694)
Exercise of stock options................................. -- -- 79
Purchase of treasury stock................................ (3,632) -- --
------- ------- -------
Net cash used in financing activities............. (6,277) (1,321) (15,636)
------- ------- -------
Net increase (decrease) in cash............................. 41 (885) 2,825
Cash and cash equivalents at beginning of year.............. 1,940 2,825 --
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR.................... $ 1,981 $ 1,940 $ 2,825
======= ======= =======
The accompanying notes are an integral part of the financial statements.
F-6
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A -- SUMMARY OF ACCOUNTING POLICIES
The following is a summary of Outlook Group Corp. and its wholly owned
subsidiaries ("Company") significant accounting policies consistently applied in
the preparation of the accompanying consolidated financial statements follows:
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
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include all the accounts of Outlook
Group Corp. and its wholly owned subsidiaries: Outlook Label Systems, Inc.
("Outlook Label"); Outlook Foods, Inc. ("Outlook Foods") -- see Note L; and
Outlook Packaging, Inc. ("Outlook Packaging").
All inter-company accounts and transactions have been eliminated in the
preparation of the consolidated financial statements.
Revenue Recognition
Revenue is recognized when services have been completed and the product has
been shipped.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, demand deposits, and short-term investments with maturities of
three months or less at time of purchase.
Accounts and Notes Receivable
As of May 31, 2000 and 1999, 13% and 31%, respectively, of the accounts
receivable balance relates to three clients.
Notes receivable at May 31, 2000 and 1999 were $3,263,000 and $4,438,000,
respectively. The amounts recorded are net of reserves for potential
uncollectibility of $777,000 and $477,000, respectively. The carrying value of
these notes approximates fair value as they are interest bearing at rates that
approximate market.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost. Depreciation is recorded
using the straight-line method over the estimated useful lives of the assets as
follows:
Buildings and improvements.................................. 10-40 years
Machinery and equipment..................................... 5-10 years
Depreciation expense was $3,701,000, $3,825,000, and $4,784,000 for the
years ended May 31, 2000, 1999 and 1998, respectively. Significant additions or
improvements extending the useful lives of assets are
F-7
23
capitalized. Repairs and maintenance are charged to earnings as incurred. Upon
retirement or disposal of assets, the applicable costs and accumulated
depreciation are eliminated from the accounts and the resulting gain or loss is
included in income.
The Company adopted Statement of Financial Accounting Standards No. 121
("FAS 121"), "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed of" during fiscal 1998.
Applying the criteria established by FAS 121, the Company determined that
certain assets were impaired and recorded a reserve of $438,000 and $150,000 as
of May 31, 2000 and 1999, respectively, based upon fair market value of the
assets.
INTANGIBLE ASSETS
Intangible assets are included within Other assets and include goodwill,
which represents costs in excess of net assets of businesses acquired, loan
costs and capital lease placement fees. These intangibles are being amortized
over periods ranging from 4 years to 25 years, using the straight-line method.
The Company continually reviews goodwill and other intangibles to assess
recoverability from estimated future results of operations and cash flows at the
aggregate business unit level.
STOCK BASED COMPENSATION
Statement of Financial Accounting Standards No. 123 ("FAS 123"),
"Accounting for Stock-Based Compensation," encourages, but does not require
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. Accordingly, compensation cost is
measured as the excess, if any of the quoted market price of the Company's stock
at the date of grant over the exercise price.
INCOME TAXES
Deferred tax assets, net of any applicable valuation allowance, and
deferred tax liabilities are established for the future tax effects of temporary
differences between the bases of assets and liabilities for financial and income
tax reporting purposes, as measured by applying current tax laws.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net earnings by the
weighted average shares outstanding during each period. Diluted earnings per
share is computed similar to basic earnings per share except that the weighted
average shares outstanding is increased to include the number of additional
shares that would have been outstanding if stock options were exercised and the
proceeds from such exercise were used to acquire shares of common stock at the
average market price during the period.
The following is a reconciliation of the average shares outstanding used to
compute basic and diluted earnings per share. There is no earnings per share
impact for the assumed conversions of the stock options in each of the years.
2000 1999 1998
--------- --------- ---------
Basic EPS................................................. 4,308,382 4,667,132 4,662,460
Effect of Dilutive Securities --
Stock Options........................................... 15,452 410 30,062
--------- --------- ---------
Diluted EPS............................................... 4,323,834 4,667,542 4,692,522
========= ========= =========
F-8
24
RECLASSIFICATIONS
Certain reclassifications have been made in the prior years' financial
statements to conform to the current year's presentation.
RECENTLY ISSUED ACCOUNTING STANDARDS
During 1998, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards FAS 133 "Accounting for Derivative
Instruments and Hedging Activities." FAS 133 established standards for
accounting for derivatives and hedging activities. The effective application
date of this standard has been deferred by the release of FAS 137 "Accounting
for Derivative Instruments and Hedging Activities -- Deferral of the Effective
Date of FASB Statement No. 133." FAS 137 defers application of FAS 133 to the
Company's 2001 fiscal year. At this time, the Company does not have any
derivatives or hedging activities that would be affected by FAS 133.
During 1999, the staff of the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin (SAB) 101 "Revenue Recognition in Financial
Statements". SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to revenue recognition. The SAB is effective for the
Company's 2001 fiscal year. The Company is currently evaluating the bulletin and
the reporting implications thereof. At this time, the Company does not expect
this will have a material effect on the Company's consolidated financial
statements.
NOTE B -- INVENTORIES
Inventories consist of the following at May 31:
2000 1999
------ ------
(IN THOUSANDS)
Raw materials............................................... $3,306 $2,305
Work in process............................................. 1,092 1,107
Finished Goods.............................................. 1,992 1,487
------ ------
Total.................................................. $6,390 $4,899
====== ======
NOTE C -- LONG-TERM DEBT
Long-term debt consists of the following at May 31:
2000 1999
------ ------
(IN THOUSANDS)
Term note payable, due in quarterly principal installments
ranging from $369,327 to $383,334 on June 16, 2000 and
September 16, 2000, plus interest at a weighted average
interest rate (8.25% at May 31, 2000)..................... $ 753 $2,261
Industrial development bond, due in semi-annual principal
installments of $400,000 from February 1, 2000 through
August 1, 2004, plus interest at a floating rate
determined by a remarking agent (4.45% at May 31, 2000)... 3,600 4,000
Industrial development bond, due in annual principal
installments of $400,000 through September 1, 2000, plus
interest at a floating rate determined by a remarking
agent (4.50% at May 31, 2000)............................. 400 800
------ ------
4,753 7,061
Less current maturities..................................... 1,953 2,308
------ ------
$2,800 $4,753
====== ======
F-9
25
At May 31, 2000, future maturities of long-term debt were as follows:
(IN THOUSANDS)
2001........................................................ $1,953
2002........................................................ 800
2003........................................................ 800
2004........................................................ 800
2005........................................................ 400
------
Total....................................................... $4,753
======
On May 12,1999 the Company entered into an Amended and Restated Loan and
Security Agreement (the "Agreement") with its bank, which provided revised
credit facilities. Under the Agreement, the lender provides a $15,000,000 credit
facility comprised of a revolving line of credit commitment (the "Revolver") and
Letters of Credit. Borrowings under the Revolver bear interest, at the Company's
option, at a bank determined reference rate or an IBOR based rate. At May 31,
2000 the Company had no borrowings under the Revolver and had outstanding
letters of credit in the amount of $4,000,000 in support of outstanding
industrial development bonds.
Substantially all of the Company's assets have been pledged as collateral
on the various debt agreements. The creditors party to the term note and
revolving credit arrangements have a priority security interest over the
remaining creditors. The term note, revolving credit agreements, and industrial
development bond obligations are subject to the terms of certain agreements
which contain provisions setting forth, among other things, fixed charges
restrictions, net worth and debt-to-equity requirements, and restrictions on
property and equipment additions, loans, investments, other borrowings, and
acquisitions and redemption's of the Company's stock or the issuance of stock
except for cash. Additionally, the Company may not pay cash dividends without
the prior consent of certain of its lenders. The carrying amounts of the
Company's long-term debt approximates its fair value based on rates currently
available to the Company for long-term borrowings with similar terms and
remaining maturities.
NOTE D -- EMPLOYEE BENEFIT PLANS
The Company offers a 401(k) savings plan for all employees that meet
certain eligibility requirements. Employee contributions to the plan are made
through payroll deductions. In addition, the Company matches 40-50% of the first
6% of each employee's contribution. Employer matching contributions under the
401(k) plan for the years ended May 31, 2000, 1999, and 1998 were $217,000,
$184,000, and $259,000, respectively.
The Company is not obligated to provide any post-retirement medical or life
insurance benefits or any post-employment benefits to its employees.
F-10
26
NOTE E -- INCOME TAXES
The provision (benefit) for income taxes from continuing operations consist
of the following:
2000 1999 1998
------ ---- -----
(IN THOUSANDS)
Current:
Federal................................................... $1,845 $138 $ 201
State..................................................... 261 129 138
------ ---- -----
2,106 267 339
------ ---- -----
Deferred:
Federal................................................... (619) 501 499
State..................................................... (36) 109 (198)
------ ---- -----
(655) 610 301
------ ---- -----
$1,451 $877 $ 640
====== ==== =====
The reconciliation of income tax from continuing operations computed at the
statutory federal income tax rate to the Company's effective income tax rate,
expressed as a percentage of pre-tax earnings is as follows:
2000 1999 1998
---- ---- -----
Statutory federal income tax rate........................... 34.0% 34.0% 34.0%
State income taxes, net..................................... 4.2% 6.9% 6.6%
Decrease in valuation allowance............................. -- -- (14.9)%
Provision for estimated additional income tax............... -- -- 20.2%
Other....................................................... 3.6% (2.3)% --
---- ---- -----
41.8% 38.6% 45.9%
==== ==== =====
The components of the net deferred income tax liability as of May 31, 2000
and 1999 were as follows:
2000 1999
------ ------
(IN THOUSANDS)
Deferred tax assets:
Employee benefits......................................... $ 219 $ 184
Inventory................................................. 100 120
Accounts receivable....................................... 201 (130)
Tax carryforwards......................................... 362 554
Other..................................................... 26 39
------ ------
908 767
------ ------
Deferred tax liabilities:
Property, plant and equipment............................. 4,072 4,600
Barrier installment sale.................................. 131 132
Other..................................................... 17 2
------ ------
4,220 4,734
------ ------
Net deferred income tax liability........................... $3,312 $3,967
====== ======
The Company has certain loss and tax credit carryforwards for state income
tax purposes that, net of related federal income taxes, approximate $362,000.
Those state carryforwards expire in varying amounts through 2014.
During 1998 the Company reversed a $207,000 valuation allowance previously
recorded against certain state carryforwards. The Company reassessed its ability
to recover these amounts in the future.
F-11
27
NOTE F -- STOCK OPTIONS
In 1990, the shareholders approved the 1990 Stock Option Plan (the "1990
Plan") which provides for the granting of options as an incentive to officers
and certain key salaried employees. The 1990 Plan provides for the issuance of
up to 200,000 shares of common stock at an exercise price that may not be less
than the market price of the common stock on the date of the grant. Options
granted prior to 1996 became exercisable six months after the date of grant.
Options granted during 1996 and 1997 became exercisable one year after the date
of grant. Options granted during 1999 became exercisable six months after grant.
In addition, during fiscal 1997, the company granted its non-employee directors
stock options for a total of 18,000 shares apart from the 1990 Plan. As of May
31, 2000 there are 167,750 options outstanding under the 1990 plan. No
additional options can be awarded under the 1990 plan.
In 1999, the shareholders approved the 1999 Stock Option Plan ("the 1999
Plan") which also provides for the granting of stock as an incentive to officers
and certain key salaried employees. The 1999 plan provides for the issuance of
options up to 200,000 shares of common stock at an exercise price that may not
be less than the market price of the common stock on the date of the grant.
Options granted during fiscal year 2000 become exercisable over a three year
vesting period from the date of the grant. As of May 31, 2000 there are 95,000
options outstanding under the 1999 plan.
Transactions under the option plans during the years ended May 31, 2000,
1999, and 1998 are summarized as follows:
2000 1999 1999
------------------ ------------------ ------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------- -------- ------- -------- ------- --------
Options outstanding, beginning of
year.............................. 161,000 $4.46 133,000 $6.01 150,750 $5.16
Granted............................. 151,750 4.86 86,500 3.94 -- --
Exercised........................... (10,000) 5.50 -- -- (17,750) 4.44
Expired............................. (22,000) 4.72 (58,500) 4.47 -- --
------- ----- ------- ----- ------- -----
Options outstanding, end of year.... 280,750 $4.62 161,000 $4.46 133,000 $6.01
======= ===== ======= ===== ======= =====
The outstanding stock options at May 31, 2000 have a range of exercise
prices between $3.94 and $5.81 per share, a weighted average contractual life of
approximately 5 years, and a maximum term of 10 years from the date of grant. At
May 31, 2000, 280,750 options are exercisable at a weighted average exercise
price of $4.62. The weighted average fair value at date of grant for options
granted during 2000 and 1999 was $1.49 and $1.22, respectively. The fair value
of options, at date of grant, for options granted in 2000 and 1999, was
estimated using the Black-Scholes option pricing model with the following
assumptions:
2000 1999
----------- -----
Expected life (years)....................................... 2 2
Risk-free interest rate..................................... 5.77%-6.77% 4.73%
Expected Volatility......................................... 45.1% 50.0%
Expected dividend yield..................................... -- --
The Company applies Accounting Principles Board Opinion No. 25, under which
no compensation cost has been recognized in the statement of operations. Had
compensation cost been determined under an alternative method suggested by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," the pro forma effect on the 2000, 1999 and 1998 net earnings
(loss) would have been $(135,000), ($95,000), and $(29,000), respectively. The
pro forma effect on the 2000, 1999, and 1998 earnings (loss) per share would
have been $(.03), $(.03) diluted, $(.02), $(.02) diluted, and $(.01), $(.01)
diluted, respectively.
F-12
28
NOTE G -- COMMITMENTS AND CONTINGENCIES
The Company has a number of operating lease agreements primarily involving
manufacturing equipment and warehouse space. These leases are non-cancelable and
expire on various dates through 2004.
The following is a schedule, by fiscal year, of the rental payments due
under non-cancelable operating leases, as of May 31, 2000:
(IN THOUSANDS)
--------------
2001........................................................ $1,526
2002........................................................ 1,615
2003........................................................ 1,436
2004........................................................ 1,384
2005........................................................ 1,384
Thereafter.................................................. 1,088
------
Total....................................................... $8,434
======
Rent expense for the years ended May 31, 2000, 1999 and 1998, was
$2,308,000, $2,318,000, and $2,517,000, respectively.
The Company has been named as a defendant in an action captioned Barrier
Films Ltd. -- New York ["Barrier-NY"] versus Outlook Group, Inc., and Joseph
Baksha, filed in the Supreme Court of the State of New York (Suffolk County),
Index No. 99-08965, on April 29, 1999. The Company moved the case to the U.S.
District Court for the Eastern District of New York, Civil No. 99-CV-3057 (LDW),
on June 1, 1999.
This suit alleges various causes of action which arise out of the
acquisition of Barrier Films Corporation ("BFC") by Barrier-NY from the Company
in May 1997. Barrier's complaint, as amended, has multiple counts, with
overlapping claims that can be summarized as: (a) various allegations and causes
of action arising from the alleged failure of the Company to comply with closing
obligations relating to consents by former BFC officers under their employment
agreements; (b) alleged tortuous interference with Barrier-NY's client
relationship with a client of BFC prior to the transaction; (c) various claims
that the Company failed to comply with its obligations under a related Rebate
and Supply Agreement; (d) allegations that the Company either misappropriated or
disclosed certain confidential BFC information, and (e) a request for a judgment
declaring the 1997 promissory note executed by Barrier-NY in the BFC acquisition
unenforceable, null and void. Because the complaint presents overlapping claims,
and requests multiple awards of damages for the same underlying facts,
determining the actual amount at issue is uncertain; however, all of the claims
made total $27.65 million, plus elimination of the note, plus requests for costs
and punitive damages, without any attempt to adjust the claims for multiple
requests resulting from overlapping causes of action.
The Company has answered denying liability and has counter-claimed for more
than $2.8 million, plus costs and other damages, as a result of Barrier-NY's
failure to make payments due the Company under a promissory note and the
Purchase and Sale Agreement in connection with the sale of BFC. The litigation
remains at an early stage, and discovery is still at early stages. However, the
Company has served Barrier-NY with a motion for judgment dismissing 15 of the 19
causes of action in Barrier-NY's amended complaint and for a judgment of
liability on the Company's counterclaim. The Company has also served a motion
that whatever remains of the litigation be transferred to the Eastern District
of Wisconsin, based on improper venue in the Eastern District of New York. The
court has not yet taken action on the motions. The Company believes that
Barrier-NY's claims are without merit and intends to defend the matter, and to
pursue its counterclaim, vigorously and aggressively.
In a separate matter, Outlook Packaging, Inc., has commenced an action in
the U.S. District Court for the Eastern District of Wisconsin against BFC (Case
No. 00-C-0202). In this suit, which seeks monetary damages, Outlook Packaging
alleges misrepresentation, tortuous interference and breach of warranty against
BFC, based upon certain films produced by BFC for Outlook Packaging.
F-13
29
BFC has answered the complaint making counterclaims against Outlook
Packaging that mirror Barrier-NY's claims in the litigation discussed above, and
has filed a motion requesting that the Wisconsin case be dismissed or
consolidated with the case Barrier-NY filed in the Eastern District of New York.
Outlook Packaging is challenging that request. Discovery is in its early stages
in this matter. Outlook Packaging believes that BFC's counterclaims are without
merit, and intends to defend the matter, and to pursue its claims, vigorously
and aggressively.
In the event of an adverse final judgement in this claim, the Company's
consolidated financial position and results of operations could be materially
affected.
NOTE H -- OPERATING SEGMENTS AND MAJOR CLIENTS
The Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information," in 1999 which changes the way the Company
reports information about its operating segments. The information for 1998 has
been restated from the prior year's presentation in order to conform to the 2000
presentation.
The Company has three reportable segments that are strategic business units
that offer different products and services. These business units are: Outlook
Graphics, Outlook Label Systems, and Outlook Packaging. Outlook Graphics
produces custom printed products on a wide range of media including newsprint,
coated paper, and heavy board, including paperboard packaging. Outlook Graphics
also provides finishing services, contract packaging, direct marketing, and
collateral information management and distribution services. Outlook Label
Systems manufactures items such as coupons, pressure sensitive specialty labels,
printed vinyl cards, cartons, and sweepstakes and specialty game pieces.
Flexographic printing and laminating of flexible packaging films is handled by
the Outlook Packaging business unit.
The accounting policies of the reportable segments are the same as those
described in Note A, Summary of Significant Accounting Policies. The Company
evaluates the performance of its reportable segments based on the income from
operations of the respective business units.
F-14
30
Summarized financial information for the years ended May 31, 2000, 1999 and
1998 are as follows:
LABEL
CONTINUING OPERATIONS GRAPHICS SYSTEMS PACKAGING ALL OTHER TOTAL
--------------------- -------- ------- --------- --------- -------
2000
Net sales...................................... $36,695 $18,463 $16,760 $ (580) $71,338
Depreciation and amortization.................. 1,963 889 938 30 3,820
Interest income................................ 5 -- 7 417 429
Interest expense............................... -- 39 246 315 600
Income tax expense (benefit)................... 515 1,085 (353) 204 1,451
Net earnings (loss)............................ 2,185 1,745 (639) (1,273) 2,018
Total assets................................... $27,333 $ 8,046 $12,487 $ -- $47,866
======= ======= ======= ======= =======
1999
Net sales...................................... $37,519 $14,578 $15,546 $ (557) $67,086
Depreciation and amortization.................. 1,961 917 1,003 29 3,910
Interest income................................ -- -- 5 439 444
Interest expense............................... -- 73 228 326 627
Income tax expense (benefit)................... 986 505 (643) 29 877
Net earnings (loss)............................ 1,629 890 (1,140) 16 1,395
Total assets................................... $31,154 $ 7,516 $13,097 $ -- $51,767
======= ======= ======= ======= =======
1998
Net sales...................................... $31,923 $15,624 $20,242 $ (838) $66,951
Depreciation and amortization.................. 2,214 1,017 1,020 29 4,280
Interest income................................ -- -- 26 389 415
Interest expense............................... -- 345 1,042 581 1,968
Income tax expense (benefit)................... 44 331 326 (61) 640
Net earnings (loss)............................ (1,030) 1,681 (597) 699 753
Total assets................................... $31,404 $ 8,221 $13,832 $ -- $53,457
======= ======= ======= ======= =======
During the years ended May 31, 2000, 1999, and 1998, the Company had sales
to certain clients that accounted for more than 10% of the Company's net sales
from continuing operations, as follows:
2000 1999 1998
---- ---- ----
America Online, Inc......................................... 12% 13% 1%
Kimberly Clark.............................................. 7% 12% 9%
Kraft Foods, Inc............................................ 8% 6% 10%
NOTE I -- SUPPLEMENTAL CASH FLOW INFORMATION
In 1998 the Company sold its wholly owned subsidiary, Outlook Foods, and
accepted a $1,500,000 note in partial consideration for the sale.
Cash paid during the year:
2000 1999 1998
------ ------ ------
(IN THOUSANDS)
Interest.................................................... $ 427 $ 691 $1,805
Income taxes................................................ $1,229 $ 242 $ 505
NOTE J -- ACQUISITIONS AND DISPOSITIONS
In November 1997, the Company acquired selected operations of General
Converting, another flexible packaging company, which Outlook Packaging was able
to continue in its existing Oak Creek facilities. In February 1999, the Company
acquired specified additional business of Plicon Corporation. In October 1998,
F-15
31
the Company acquired selected assets of Precision Paper Converters, Inc.; the
acquired assets and operation have been integrated into Outlook Graphics. In
March 1999, the Company acquired certain assets of Kostner Graphics that the
Company has integrated into its Outlook Graphics operations. The excess of the
cost over the estimated fair values of the assets acquired during the year ended
May 31, 1999 are being amortized over a 10 year life. The total purchase in
fiscal 1999 and 1998 were $2.5 million and $1.2 million, respectively. Goodwill
recorded for the fiscal year 2000, 1999 and 1998 were $0, $325,000 and $635,000,
respectively. Pro forma statements of operations for fiscal 2000, 1999 and 1998
reflecting these acquisitions are not shown as they would not differ materially
from the reported results.
NOTE K -- FOURTH QUARTER RESULTS
Fourth quarter write-offs related to receivables and inventories decreased
the fiscal 2000 fourth quarter earnings before income tax by approximately
$453,000.
NOTE L -- DISCONTINUED OPERATIONS
During the second quarter of fiscal 1997, the Company adopted a formal plan
to dispose of Outlook Foods, the Company's food processing operations involved
primarily in dry-blended food processing and packaging. On May 1, 1998, Outlook
Foods was sold to Lake Country Foods. Lake Country Foods is owned by the former
Chairman and CEO, and then a greater than 5% shareholder of the Company. During
1998 Outlook Foods incurred an operating loss of $60,000 through the date of
disposal. Net sales generated from Outlook Foods were $15,460,000 for the year
ended May 31, 1998.
F-16
32
STATEMENT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS
The consolidated financial statements and accompanying information were
prepared by and are the responsibility of management. The statements were
prepared in conformity with generally accepted accounting principles and, as
such, include amounts that are based on management's best estimates and
judgments.
The internal control systems are designed to provide reliable financial
information for the preparation of financial statements, to safeguard assets
against loss or unauthorized use and to ensure that transactions are executed
consistent with company policies and procedures. Management believes that
existing internal accounting control systems are achieving their objectives and
that they provide reasonable assurance concerning the accuracy of the financial
statements.
Oversight of management's financial reporting and internal accounting
control responsibilities is exercised by the Board of Directors, through an
Audit Committee that consists solely of outside directors. The committee meets
periodically with financial management to ensure that it is meeting its
responsibilities and to discuss matters concerning auditing, internal accounting
control and financial reporting. The independent accountants have free access to
meet with the Audit Committee without management's presence.
F-17
33
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders
Outlook Group Corp. and Subsidiaries
Neenah, Wisconsin
Our audits of the consolidated financial statements referred to in our
report dated June 26, 2000, (which report and consolidated financial statements
are included in this Form 10-K) also included an audit of the financial
statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion,
this financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 26, 2000
F-18
34
OUTLOOK GROUP CORP. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
ADDITIONS
BALANCE CHARGED TO
BEGINNING COSTS AND BALANCE
OF YEAR EXPENSES DEDUCTIONS END OF YEAR
--------- ---------- ---------- -----------
YEAR ENDED MAY 31, 2000
Allowance for doubtful accounts.................... $ 771 $710 $707 $ 774
YEAR ENDED MAY 31, 1999
Allowance for doubtful accounts.................... 1,575 188 992 771
YEAR ENDED MAY 31, 1998
Allowance for doubtful accounts.................... 1,124 640 189 1,575
F-19
35
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.
OUTLOOK GROUP CORP.
August 17, 2000
By /s/ RICHARD C. FISCHER
------------------------------------
Richard C. Fischer, Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard C. Fischer, Joseph J. Baksha and Paul M.
Drewek, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
report, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
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 AUGUST 17, 2000.
SIGNATURE AND TITLE SIGNATURE AND TITLE
------------------- -------------------
/s/ RICHARD C. FISCHER /s/ JEFFRY H. COLLIER
- --------------------------------------------- ---------------------------------------------
Richard C. Fischer, Chairman, Chief Jeffry H. Collier, Director
Executive Officer and Director
(principal executive officer)
/s/ PAUL M. DREWEK /s/ JAMES L. DILLON
- --------------------------------------------- ---------------------------------------------
Paul M. Drewek James L. Dillon, Director
Chief Financial Officer
(principal financial and accounting officer)
/s/ JOSEPH J. BAKSHA /s/ PAT RICHTER
- --------------------------------------------- ---------------------------------------------
Joseph J. Baksha, President and Chief Pat Richter, Director
Operating Officer; Director
/s/ HAROLD J. BERGMAN /s/ A. JOHN WILEY, JR.
- --------------------------------------------- ---------------------------------------------
Harold J. Bergman, Director A. John Wiley, Jr., Director
36
OUTLOOK GROUP CORP.
(THE "COMPANY")
EXHIBIT INDEX
TO
ANNUAL REPORT ON FORM 10-K FOR FISCAL 2000
EXHIBIT INCORPORATED HEREIN FILED
NO. EXHIBIT BY REFERENCE TO HEREWITH
- ------- --------------------------------- ------------------- --------------
3(i) Restated Articles of Exhibit 3(i) to the Company's
Incorporation of the Company as Annual Report on Form 10-K for
amended through November 1, 1994 the fiscal year ended May 31,
1995 ("1995 10-K")
3(ii) Restated Bylaws of the Company Exhibit 3(ii) to the Company's
(as adopted on August 19, 1998) Annual Report on Form 10-K for
the fiscal year ended May 31,
1998 ("1998 10-K")
4.1 Articles III, IV and VI of the Contained in Exhibit 3.1 hereto
Restated Articles of
Incorporation of the Company
4.2(a) Amended and Restated Note Exhibit 4.1 to the Company's
Purchase Agreement dated November Quarterly Report on Form 10-Q for
5, 1996 between the Company and the quarter ended November 29,
State of Wisconsin Investment 1996 ("11/96 10-Q")
Board*
4.2(b) Waiver and Amendment thereto Exhibit 4.2(b) to the Company's
dated August 21, 1997 Annual Report on Form 10-K for
the fiscal year ended May 31,
1997 ("1997 10-K")
4.3 Amended and Restated Loan and Exhibit 4.3(b) to the Company's
Security Agreement dated May 12, Annual Report on Form 10-K for
1999 among the Company and its the fiscal year ended May 31,
subsidiaries and Bank of America 1999 ("1999 10-K")
National Trust and Savings
Association*
4.4(a) Reimbursement Agreement dated Exhibit 4.4(a) to the Company's
August 1, 1994 between Outlook Annual Report on Form 10-K for
Packaging, Inc. ("Packaging") and the fiscal year ended May 31,
Firstar Bank, relating to 1994 ("1994 10-K")
$4,000,000 City of Oak Creek
Industrial Revenue Bonds*
4.4(b) Related Corporate Guarantee Exhibit 4.4(b) to the 1994 10-K
Agreement dated August 1, 1994 by
the Company*
37
EXHIBIT INCORPORATED HEREIN FILED
NO. EXHIBIT BY REFERENCE TO HEREWITH
- ------- --------------------------------- ------------------- --------------
4.5 Loan Agreement dated as of Exhibit 4.6 to the Company's
September 1, 1990 by and between Registration Statement on Form
City of Neenah, Wisconsin and S-1 (No. 33-36641), as amended by
Olympic Label Systems, Inc. Amendment No. 1 thereto ("S-1")
(n/k/a Outlook Label Systems,
Inc.) ("Outlook Label"), relating
to $4,000,000 Industrial
Development Revenue Bonds
10.1 1990 Stock Option Plan** Exhibit 10.1 to S-1
10.2(a) Employment Agreement dated as of Exhibit 10.10 to 1997 10-K
June 1, 1997 between the Company
and Joseph J. Baksha**
10.2(b) Term Note dated July 22, 1998 of Exhibit 10.3(b) to 1998 10-K
Mr. Baksha to the Company, as
contemplated by the Employment
Agreement**
10.3(b) Lease Amendment #1 thereto dated Exhibit 10.7(b)(ii) to the
March 31, 1992 Company's Annual Report on Form
10-K for the fiscal year ended
May 31, 1992 ("1992 10-K")
10.4 401(k) Savings Plan (as amended Exhibit 10.11 to S-1
and restated effective as of
January 1, 1989) including the
Defined Contribution Regional
Prototype Plan and Trust Document
and the Adoption Agreement
thereto**
10.5 Master Lease Agreement dated Exhibit 10.6 to 1997 10-K
March 13, 1997 between the
Company and General Electric
Corporation*
10.6 Letter of Credit Agreements No. Exhibit 10.7 to 1997 10-K
One and No. Two dated March 13,
1997 between Outlook Group Corp.
and General Electric Corporation
10.7 Form of the Company's Non- Exhibit 10.15 to Amendment No. 1
Qualified Stock Option Agreement to 1997 10-K
(for non-employee directors)
10.8 1999 Stock Option Plan** Appendix A to Proxy Statement for
1999 Annual Meeting of
Shareholders
21.1 List of subsidiaries of the X
Company
23.1 Consent of PricewaterhouseCoopers X
LLP
38
EXHIBIT INCORPORATED HEREIN FILED
NO. EXHIBIT BY REFERENCE TO HEREWITH
- ------- --------------------------------- ------------------- --------------
24.1 Powers of Attorney Signature Page
to this Report
27 Financial Data Schedule X
- -------------------------
* Excluding exhibits and/or schedules which are identified in the document. The
Company agrees to furnish supplementary a copy of any omitted exhibit or
schedule to the Commission upon request.
** Designates compensatory plans and agreements for executive officers.