UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 24, 2012

OR

o                   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 0-7597

COURIER CORPORATION

(Exact name of registrant as specified in its charter)

(978) 251-6000

(Registrant’s telephone number, including area code)

NO CHANGE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one:)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes  o  No  x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

COURIER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands except per share amounts)

The accompanying notes are an integral part of the consolidated condensed financial statements.

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COURIER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

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COURIER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

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COURIER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

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COURIER CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

A.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Financial Statements

The consolidated condensed balance sheet as of March 24, 2012, and the consolidated condensed statements of operations for the three-month and six-month periods ended March 24, 2012 and March 26, 2011, and the statements of cash flows for the six-month periods ended March 24, 2012 and March 26, 2011 are unaudited.  In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of such financial statements have been recorded.  The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”) have been condensed or omitted.  The balance sheet data as of September 24, 2011 was derived from audited year-end financial statements, but does not include disclosures required by generally accepted accounting principles.  It is suggested that these interim financial statements be read in conjunction with the Company’s most recent Annual Report on Form 10-K for the year ended September 24, 2011.

Goodwill and Other Intangibles

The Company evaluates possible impairment to goodwill and other intangible assets annually at the end of its fiscal year or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. There were no such events or changes in circumstances in the period presented.  “Other intangibles” include trade names, customer lists and technology.  Trade names with indefinite lives are not subject to amortization.  Customer lists and technology are being amortized over five to ten-year periods.

Fair Value Measurements

Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of impairment charges.  Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets measured at fair value on a nonrecurring basis include long-lived assets and goodwill and other intangible assets. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

Fair Value of Financial Instruments

Financial instruments consist primarily of cash, investments in mutual funds (Level 1), accounts receivable, accounts payable, debt obligations and contingent consideration (Level 3).  At March 24, 2012 and September 24, 2011, the fair value of the Company’s financial instruments approximated their carrying values.  The fair value of the Company’s revolving credit facility approximates its carrying value due to the variable interest rate and the Company’s current rate standing.

Prepublication Costs

Prepublication costs, associated with creating new titles in the specialty publishing segment, are amortized to cost of sales using the straight-line method over estimated useful lives of three to four years.

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B.            INVENTORIES

Inventories are valued at the lower of cost or market.  Cost is determined using the last-in, first-out (LIFO) method for approximately 56% and 53% of the Company’s inventories at March 24, 2012 and September 24, 2011, respectively.  Other inventories, primarily in the specialty publishing segment, are determined on a first-in, first-out (FIFO) basis.  Inventories consisted of the following:

C.            INCOME TAXES

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known and applies that rate to its ordinary year-to-date earnings or losses. The effect of discrete items, such as unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs.

The provision for income taxes differs from that computed using the statutory federal income tax rates for the following reasons:

D.            OPERATING SEGMENTS

The Company has two operating segments: book manufacturing and specialty publishing. The book manufacturing segment offers a full range of services from production through storage and distribution for religious, educational and specialty trade book publishers.  The specialty publishing segment consists of Dover Publications, Inc., Federal Marketing Corporation, Inc., d/b/a Creative Homeowner, and Research & Education Association, Inc. (“REA”).

Segment performance is evaluated based on several factors, of which the primary financial measure is operating income.  Operating income is defined as gross profit (sales less cost of sales) less selling and administrative expenses, and includes severance and other restructuring costs but excludes stock-based compensation.  As such, segment performance is evaluated exclusive of interest, income taxes, stock-based compensation, intersegment profit, impairment charges, and other income.  The elimination of intersegment sales and related profit represents sales from the book manufacturing segment to the specialty publishing segment.

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The following table provides segment information for the three-month and six-month periods ended March 24, 2012 and March 26, 2011.

E.        NET INCOME PER SHARE

The following is a reconciliation of the outstanding shares used in the calculation of basic and diluted net income per share.  Potentially dilutive shares, calculated using the treasury stock method, consist of shares issued under the Company’s stock option plans.  In the second quarter and first six months of fiscal 2011, approximately 37,000 and 31,000 potentially dilutive shares, respectively, were excluded due to the Company incurring a loss in those periods.

F.            GOODWILL AND OTHER INTANGIBLES

The Company evaluates possible impairment to goodwill and other intangible assets annually at the end of its fiscal year or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  There were no such events or changes in circumstances in the period presented.  During fiscal 2012, goodwill was reduced by $22,000 reflecting a deferred tax adjustment.

“Other intangibles” include customer lists related to the acquisition of Moore-Langen Printing Company, Inc. (“Moore Langen”), which are being amortized over a 10-year period, as well as customer lists and technology related to the acquisition of Highcrest Media LLC (“Highcrest Media”), which are being amortized over a 5-year period.  Amortization expense related to customer lists and technology was approximately $100,000 in the second quarters and $200,000 in the first six months of both fiscal years 2012 and 2011. Annual amortization expense for these items for fiscal years 2012 to 2014 will be $410,000, decreasing to $135,000 and $6,000 in fiscal years 2015 and 2016, respectively.  The Company’s trade names have indefinite lives and as such are not subject to amortization.

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The following table reflects the components of “Other intangibles”, which are in the Company’s book manufacturing segment, at September 24, 2011 and March 24, 2012.

G.            RESTRUCTURING COSTS

In the first half of fiscal 2012, the Company recorded a pre-tax charge of $1.6 million for severance and post-retirement benefit costs related to cost reduction measures taken in the specialty publishing segment as well as the retirement of the Company’s Chief Operating Officer.  Approximately $0.9 million and $0.7 million of these costs were included in selling and administrative expenses in the Company’s book manufacturing segment and specialty publishing segment, respectively. At March 24, 2012, approximately $0.8 million of the restructuring payments were included in “Other current liabilities” and approximately $0.3 million, which will be paid by December 2013, were included in “Other liabilities” in the accompanying consolidated balance sheet.

In the second quarter of fiscal 2011, the Company recorded restructuring costs of $7.5 million in its book manufacturing segment associated with closing and consolidating its Stoughton, Massachusetts manufacturing facility in March 2011 due to the impact of technology and competitive pressures affecting the one-color paperback books in which the plant specialized.  Remaining payments of approximately $3.9 million will be made over periods ranging from 3 years for a building lease obligation to 19 years for a liability related to a multi-employer pension plan.  At March 24, 2012, approximately $0.8 million of the restructuring payments were included in “Other current liabilities” and $3.5 million were included in “Other liabilities” in the accompanying consolidated balance sheet.

The following table depicts the remaining accrual balances for these restructuring costs.

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H.            OTHER INCOME

The Company historically leased non-operating real property to cell phone companies for two cell-tower sites on a month-to-month basis.  In the first quarter of fiscal 2012, the Company recorded a gain of $587,000 associated with the sales and assignments of both of these interests. The Company does not have further financial obligations under these arrangements.

I.             LONG-TERM DEBT

The Company has a $100 million long-term revolving credit facility in place under which the Company can borrow at a rate not to exceed LIBOR plus 2.25%.  On March 22, 2012, the Company amended this credit facility and extended the maturity date by three years to March 31, 2016.  The Company also added TD Bank, N.A. to the bank group, replacing Wells Fargo, N.A.. At March 24, 2012, the Company had $12.7 million in borrowings under this facility at an interest rate of 0.7%.  The revolving credit facility contains restrictive covenants including provisions relating to the incurrence of additional indebtedness and a quarterly test of EBITDA to debt service.  The Company was in compliance with all such covenants at March 24, 2012.  The facility also provides for a commitment fee not to exceed 3/8% per annum on the unused portion.  The revolving credit facility is used by the Company for both its long-term and short-term financing needs.

J.             SUBSEQUENT EVENTS

In April 2012, the Company further consolidated its one-color operations by transferring work from its Westford, Massachusetts facility to its Kendallville, Indiana facility, which had redundant one-color capacity. Severance and other cash related costs associated with the workforce reduction are expected to be approximately $350,000 in the Company’s third quarter.

On April 19, 2012, the Company announced the approval by its Board of Directors for the repurchase of up to $10 million of the Company’s outstanding common stock from time to time on the open market or in privately negotiated transactions.  Such repurchases may be made pursuant to a Rule 10b5-1 nondiscretionary trading plan. This stock repurchase authorization is effective for a period of twelve months.

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Critical Accounting Policies and Estimates:

The Company’s consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles.  The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes.  On an ongoing basis, management evaluates its estimates and judgments, including those related to collectibility of accounts receivable, recovery of inventories, impairment of goodwill and other intangibles, and prepublication costs.  Management bases its estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.  Actual results may differ from these estimates.  The significant accounting policies which management believes are most critical to aid in fully understanding and evaluating the Company’s reported financial results include the following:

Accounts Receivable.  Management performs ongoing credit evaluations of the Company’s customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness.  Collections and payments from customers are continuously monitored.  A provision for estimated credit losses is determined based upon historical experience and any specific customer collection risks that have been identified.  If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories.  Management records reductions in the cost basis of inventory for excess and obsolete inventory based primarily upon historical and forecasted product demand.  If actual market conditions are less favorable than those projected by management, additional inventory charges may be required.

Goodwill and Other Intangibles.  Other intangibles include customer lists and technology, which are amortized on a straight-line basis over periods ranging from five to ten years, and an indefinite-lived trade name. The Company evaluates possible impairment of goodwill and other intangibles at the reporting unit level, which is the operating segment or one level below the operating segment, on an annual basis or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  The Company completed its annual impairment test at September 24, 2011, which resulted in no change to the nature or carrying amounts of its intangible assets in its book manufacturing segment.  At the end of the third quarter of fiscal 2011, the Company recorded a pre-tax impairment charge of $8.4 million, which represented 100% of REA’s goodwill.  Changes in market conditions or poor operating results could result in a decline in value of the Company’s goodwill and other intangible assets thereby potentially requiring an additional impairment charge in the future.

Prepublication Costs.  The Company capitalizes prepublication costs, which include the costs of acquiring rights to publish a work and costs associated with bringing a manuscript to publication such as artwork and editorial efforts. Prepublication costs are amortized on a straight-line basis over periods ranging from three to four years.  At the end of the third quarter of fiscal 2011, an impairment charge of approximately $200,000 was recorded for REA’s underperforming titles. Management regularly evaluates the sales and profitability of the products based upon historical and forecasted demand.  If actual market conditions are less favorable than those projected by management, additional amortization expense may be required.

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Overview:

Courier Corporation, founded in 1824, is one of America’s leading book manufacturers and specialty publishers.  The Company has two operating segments: book manufacturing and specialty publishing.  The book manufacturing segment streamlines the process of bringing books from the point of creation to the point of use.  Based on sales, Courier is the third largest book manufacturer in the United States, offering services from prepress and production through storage and distribution, as well as state-of-the-art digital print capabilities.  The specialty publishing segment consists of Dover Publications, Inc. (“Dover”), Research & Education Association, Inc. (“REA”), and Federal Marketing Corporation, d/b/a Creative Homeowner (“Creative Homeowner”).  Dover publishes over 9,000 titles in more than 30 specialty categories including children’s books, literature, art, music, crafts, mathematics, science, religion and architecture.  REA publishes test preparation and study-guide books and software for high school, college and graduate students, and professionals.  Creative Homeowner publishes books on home design, decorating, landscaping, and gardening, and sells home plans.

Results of Operations:

Revenues in the second quarter of fiscal 2012 were $62.4 million, down slightly from the same period last year. Book manufacturing segment sales were $55.5 million, comparable to the second quarter of fiscal 2011, with gains in the specialty trade and education markets offset by a decline in sales to the religious market. For the first six months of fiscal 2012, book manufacturing segment revenues increased 3% to $111.5 million, with growth in each of the three key markets the segment serves. In the specialty publishing segment, revenues were $9.6 million in the second quarter and $19.1 million for the first six months, down 5% and 9%, respectively, compared to the corresponding periods of last year. The first half of fiscal 2011 included approximately $0.6 million of sales to Borders Group, Inc. (“Borders”). In February 2011, Borders filed for bankruptcy and completed the liquidation of its store inventories in September, which temporarily saturated the trade book market and eliminated a major outlet for books.

Net income for the second quarter was $440,000, compared to a net loss of $4.8 million in the corresponding period of fiscal 2011. Last year’s second quarter included $7.5 million of pre-tax restructuring costs associated with the closing of a manufacturing facility in Stoughton, Massachusetts and the write-down of $750,000 in receivables from Borders. For the first six months of fiscal 2012, net income was $1.9 million compared to a net loss of $3.2 million in the same period last year. In the first half of fiscal 2012, the Company’s net income included a pre-tax restructuring charge of $1.6 million related to severance and post-retirement benefit costs and a pre-tax gain of $0.6 million from the sale of certain non-operating assets.

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Restructuring Costs

In the first half of fiscal 2012, the Company recorded a pre-tax charge of $1.6 million for severance and post-retirement benefit costs related to cost reduction measures taken in the specialty publishing segment as well as the retirement of the Company’s Chief Operating Officer.  Approximately $0.9 million and $0.7 million of these costs were included in selling and administrative expenses in the Company’s book manufacturing segment and specialty publishing segment, respectively. In the aggregate, these events are expected to reduce selling and administrative expenses by over $2 million annually.  At March 24, 2012, approximately $0.8 million of the restructuring payments were included in “Other current liabilities” and approximately $0.3 million, which will be paid by December 2013, were included in “Other liabilities” in the accompanying consolidated balance sheet.

In the second quarter of fiscal 2011, the Company recorded restructuring costs of $7.5 million in its book manufacturing segment associated with closing and consolidating its Stoughton, Massachusetts manufacturing facility in March 2011 due to the impact of technology and competitive pressures affecting the one-color paperback books in which the plant specialized.  Remaining payments of approximately $3.9 million will be made over periods ranging from 3 years for a building lease obligation to 19 years for a liability related to a multi-employer pension plan.  At March 24, 2012, approximately $0.8 million of the restructuring payments were included in “Other current liabilities” and $3.5 million were included in “Other liabilities” in the accompanying consolidated balance sheet.

The following table depicts the remaining accrual balances for these restructuring costs.

In April 2012, the Company further consolidated its one-color operations by transferring work from its Westford, Massachusetts facility to its Kendallville, Indiana facility, which had redundant one-color capacity. Severance and other cash related costs associated with the workforce reduction are expected to be approximately $350,000 in the Company’s book manufacturing segment in the third quarter.  Annualized pre-tax savings from this consolidation are projected to be approximately $1 million.

Book Manufacturing Segment

Within the book manufacturing segment, the Company focuses on three key publishing markets: education, religious and specialty trade. In fiscal 2012, sales to the education market grew 2% to $22

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million in the second quarter and increased 3% to $43 million in the first six months compared to the corresponding periods last year due to increased sales of elementary and high school textbooks as well as growing demand for customized college textbooks. This sales growth was also driven by the Company’s multi-year arrangement with its largest educational customer that was expanded and extended in December 2011. Sales to the religious market were down 4% to $18 million compared to a particularly strong second quarter in fiscal 2011.  For the first six months, sales to the religious market were up 1% to $34 million reflecting the benefit associated with the growth incentive arrangement with the Company’s largest religious customer; growth with this customer was 4% in the first half of fiscal 2012.  Sales to the specialty trade market increased 8% in both the quarter and year to date to $14 million and $31 million, respectively, reflecting an increase in digital print orders as well as sales of four-color trade books. This improvement in sales to the specialty trade market also reflects a return to more traditional ordering patterns as the marketplace continues to assimilate the loss of Borders.

Cost of sales in the book manufacturing segment decreased by $7.4 million to $46.3 million in the second quarter and decreased by $5.6 million to $89.8 million in the first six months of fiscal 2012 compared to the same periods last year, which had included $7.1 million of restructuring costs. Correspondingly, the increase in gross profit for the second quarter and first half of fiscal 2012 was attributable in part to the restructuring costs in fiscal 2011.  The improvement in gross profit was achieved despite a highly competitive pricing environment and a decline in recycling income. These improvements reflect a favorable sales mix, gains in operating efficiencies from recent technology investments, and savings from the closing of the Stoughton one-color manufacturing plant in March 2011.

Selling and administrative expenses for the segment decreased $0.2 million to $6.8 million in the second quarter of fiscal 2012 compared to the same period last year, which included $0.4 million of restructuring costs.  For the first half of fiscal 2012, selling and administrative expenses increased $0.6 million to $15.1 million compared to the first six months of fiscal 2011, largely due to $0.9 million of severance and post-retirement benefit costs in the first quarter of this year.  These cost reductions are expected to generate savings of approximately $750,000 annually.

Second quarter operating income in the book manufacturing segment was $2.3 million compared with an operating loss in the corresponding period last year of $5.1 million, primarily attributable to $7.5 million of restructuring costs in fiscal 2011.  For the first half of fiscal 2012, operating income was $6.6 million compared to an operating loss of $1.3 million in the first six months of fiscal 2011. Operating results included $0.9 million of restructuring costs in fiscal 2012 and $7.5 million last year.  The remaining improvement in operating income reflects increased sales and a favorable sales mix, improvements in operating efficiencies, and savings from closing the Company’s one-color Stoughton, Massachusetts facility in March 2011.

Specialty Publishing Segment

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Within the Company’s specialty publishing segment, sales in the second quarter were down 5% to $9.6 million and down 9% for the first six months to $19.1 million, compared to the corresponding periods in fiscal 2011. Approximately $0.6 million of the decline in sales in this segment for the first six months of fiscal 2012 was attributable to the loss of Borders as a customer, whose bankruptcy and liquidation in 2011 eliminated an important retail channel and also temporarily flooded the book market with low-priced inventory. Sales at REA were down 5% in the quarter to $1.4 million and down 16% year to date to $2.4 million, compared to the same periods last year, when Borders had been one of REA’s largest customers.  At Dover, sales were up 5% to $6.8 million for the second quarter, and for the first six months of fiscal 2012 decreased 1% to $14.5 million compared to the corresponding prior year periods.  Dover’s sales growth for the quarter reflects an increase in sales to online retailers. For Creative Homeowner, sales were down 34% in the second quarter to $1.4 million and down 35% to $2.2 million for the first six months of this year compared to the same periods of fiscal 2011 as demand for books on home improvement continued to be depressed amid the weak housing market as well as the availability of information online. In March 2012, Home Depot announced it will be discontinuing the sale of books in its home centers; in fiscal 2011, Home Depot stores accounted for 16% of Creative Homeowner’s sales.  During the second quarter of fiscal 2012, the Company expanded its e-book sales channel with the March signing of an agreement with Amazon, in addition to existing arrangements with Apple and Google.

Cost of sales in the specialty publishing segment decreased 4% to $6.6 million for the second quarter and decreased 6% to $13.0 million for the first half of fiscal 2012, compared to the same periods last year, reflecting lower sales and an improved cost structure in the segment.  Gross profit in this segment decreased 7% to $3.0 million in the second quarter and, as a percentage of sales, decreased to 31.5% from 32.3% in the corresponding period last year.  For the first six months of fiscal 2012, gross profit decreased 14% to $6.1 million and, as a percentage of sales, decreased to 32.1% from 34.0% in the first half of last year.  These declines in gross profit resulted from the lower sales volume as well as changes in product and sales mix.

Selling and administrative expenses in this segment decreased $1.1 million to $4.2 million in the second quarter and decreased $0.8 million to $9.1 million for the first six months compared to the same periods last year.  Selling and administrative expenses in the second quarter and first six months of fiscal 2012 included $0.1 million and $0.6 million, respectively, of restructuring charges for severance and post-retirement benefit costs, while last year included a second quarter additional bad-debt provision of $750,000 for Borders.  These recent cost reduction measures are expected to reduce selling and administrative expenses by approximately $1.5 million on an annual basis.

The operating loss for the specialty publishing segment for the quarter was $1.1 million, compared to $2.0 million in last year’s second quarter, as the impact of the Borders’ receivable write-down in the prior year more than offset the benefit of recent cost reduction measures.  For the first six months of fiscal 2012, the operating loss was $3.0 million compared with $2.8 million in the first half of last year, reflecting the decline in sales.

Total Consolidated Company

Interest expense, net of interest income, was $193,000 in the second quarter of fiscal 2012, compared to $248,000 of net interest expense in the same period last year.  For the first six months, interest expense, net of interest income, was $453,000, comparable to the first half of last year.  Average debt under the revolving credit facility in the second quarter of fiscal 2012 was approximately $16.1 million at an average annual interest rate of 0.8%, generating interest expense of approximately $30,000. Average debt under the revolving credit facility in the second quarter of last year was approximately $21.6 million at an average annual interest rate of 0.8%, generating interest expense of approximately $41,000.  Average debt under the revolving credit facility in the first six months of fiscal 2012 was approximately $16.8 million at an average annual interest rate of 0.9%, generating interest expense of approximately $73,000.  Average debt under the revolving credit facility in the first half of last year was approximately $21.1 million at an average annual interest rate of 0.8%, generating interest expense of approximately $81,000. At March 24, 2012, $3.9 million was borrowed under the Company’s term loan with related interest expense of $37,000 in the second quarter and $74,000 in the first six months of fiscal 2012 compared to $53,000 and $107,000 in the second quarter and first half of last year, respectively. In addition, approximately $63,000 of interest expense was amortized in the first six months of this fiscal year associated with the restructuring costs incurred in fiscal 2011. Interest expense also includes commitment fees and other costs associated with maintaining the Company’s $100 million revolving credit facility. Interest capitalized

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in the first quarter of last year was approximately $26,000; no interest was capitalized the first six months of fiscal 2012.

In the first quarter of fiscal 2012, the Company recorded other income of $587,000 from the sale of its interests in non-operating real property relating to cell towers.

The effective tax rates for the first six months of fiscal years 2012 and 2011 were 36.6% and 38.0%, respectively. The higher rate in fiscal 2011 resulted in part from the state tax benefit of the restructuring charges being realized at lower effective rates.

For purposes of computing net income or loss per diluted share, weighted average shares outstanding increased by approximately 182,000 shares and 162,000 shares from last year’s second quarter and first six months, respectively. In the second quarter and first half of fiscal 2011, approximately 37,000 and 31,000 potentially dilutive shares, respectively, were excluded due to the Company incurring a loss in those periods. The remaining increase in weighted average shares outstanding for the quarter and year to date reflects shares issued under the Company’s stock plans.

Liquidity and Capital Resources:

During the first six months of fiscal 2012, operations provided $14.4 million of cash, compared to $11.8 million in the first half of last year. Net income was $1.9 million and depreciation and amortization were $11.9 million.

Investment activities in the first six months of fiscal 2012 used $4.3 million of cash. Capital expenditures were $2.4 million.  For the entire fiscal year, capital expenditures are expected to be approximately $8 to $10 million, compared to $16 million for fiscal 2011.  Prepublication costs were $2.3 million in the first half of fiscal 2012, comparable to the first six months of last year.  For the full fiscal year, prepublication costs are projected to be approximately $5 million with the $1 million increase over fiscal 2011 attributable to accelerated investment in digital offerings.

Financing activities for the first six months of fiscal 2012 used approximately $10.2 million of cash.  Cash dividends of $5.1 million were paid and borrowings decreased by $4.9 million during the first half of fiscal 2012.  At March 24, 2012, borrowings under a term loan used to finance the purchase of the Company’s new digital print assets were $3.9 million, with $1.6 million at a fixed annual interest rate of 3.9% and $2.3 million at a fixed annual interest rate of 3.6%.  The Company also has a $100 million long-term revolving credit facility in place under which the Company can borrow at a rate not to exceed LIBOR plus 2.25%.  On March 22, 2012, the Company amended this credit facility and extended the maturity date by three years to March 31, 2016.  The Company also added TD Bank, N.A. to the bank group, replacing Wells Fargo, N.A.. At March 24, 2012, the Company had $12.7 million in borrowings under this facility at an interest rate of 0.7%.  The revolving credit facility contains restrictive covenants including provisions relating to the incurrence of additional indebtedness and a quarterly test of EBITDA to debt service.  The Company was in compliance with all such covenants at March 24, 2012.  The facility also provides for a commitment fee not to exceed 3/8% per annum on the unused portion.  The revolving credit facility is used by the Company for both its long-term and short-term financing needs.  The Company believes that its cash on hand, cash from operations and the available credit facility will be sufficient to meet its cash requirements through 2012.

On April 19, 2012, the Company announced the approval by its Board of Directors for the repurchase of up to $10 million of the Company’s outstanding common stock from time to time on the open market or in privately negotiated transactions.  Such repurchases may be made pursuant to a Rule 10b5-1 nondiscretionary trading plan. This stock repurchase authorization is effective for a period of twelve months.

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The following table summarizes the Company’s contractual obligations and commitments at March 24, 2012 to make future payments as well as its existing commercial commitments.

(1) Amounts do not include interest expense.

(2) Includes the Company’s revolving credit facility, which has a maturity date of March 2016.

(3) Represents amounts at September 24, 2011, except for the Stoughton, Massachusetts building lease obligation, which was included in “Other liabilities” at both September 24, 2011 and March 24, 2012.

(4) Represents capital commitments.

(5) Includes approximately $3.8 million of restructuring costs, in addition to a related current liability of $1.6 million.

Forward-Looking Information:

This Quarterly Report on Form 10-Q includes forward-looking statements.  Statements that describe future expectations, plans or strategies are considered “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission.  The words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated.  Some of the factors that could affect actual results are discussed in Item 1A of this Form 10-Q and include, among others, changes in customers’ demand for the Company’s products, including seasonal changes in customer orders and shifting orders to lower cost regions, changes in market growth rates, changes in raw material costs and availability, pricing actions by competitors and other competitive pressures in the markets in which the Company competes, consolidation among customers and competitors, insolvency of key customers or vendors, changes in the Company’s labor relations, success in the execution of acquisitions and the performance and integration of acquired businesses including carrying value of intangible assets, restructuring and impairment charges required under generally accepted accounting principles, changes in operating expenses including medical and energy costs, changes in technology including migration from paper-based books to digital, difficulties in the start up of new equipment or information technology systems, changes in copyright laws, changes in consumer product safety regulations, changes in environmental regulations, changes in tax regulations, changes in the Company’s effective income tax rate and general changes in economic conditions, including currency fluctuations, changes in interest rates, changes in consumer confidence, changes in the housing market, and tightness in the credit markets.  Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements will prove to be accurate.  The forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

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Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the information concerning the Company’s “Quantitative and Qualitative Disclosures About Market Risk” as previously reported in the Company’s Annual Report on Form 10-K for the year ended September 24, 2011.

Item 4.           CONTROLS AND PROCEDURES

(a)       Evaluation of disclosure controls and procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)       Changes in internal controls over financial reporting

There was no change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.           Legal Proceedings

None.

Item 1A.        Risk Factors

The Company’s consolidated results of operations, financial condition and cash flows can be adversely affected by various risks.  Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control.  We discuss below the risks that we believe are material.  You should carefully consider all of these factors.  For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement contained in this report, see Forward-Looking Information in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Industry competition and consolidation may increase pricing pressures and adversely impact our margins or result in a loss of customers.

The book industry is extremely competitive.  In the book manufacturing segment, consolidation over the past few years of both customers and competitors within the markets in which the Company competes has caused downward pricing pressures.  In addition, excess capacity and competition from printing companies in lower cost countries may increase competitive pricing pressures.  Furthermore, some of our competitors have greater sales, assets and financial resources than us, particularly those in foreign countries, who may derive significant advantages from local governmental regulation, including tax holidays and other subsidies.  All or any of these competitive pressures could affect prices or customers’ demand for our products, impacting our profit margins and/or resulting in a loss of customers and market share.

A reduction in orders or pricing from, or the loss of, any of our significant customers may adversely impact our operating results.

We derived approximately 53% and 47% of our fiscal 2011 and 2010 revenues, respectively, from two major customers.  We expect similar concentrations in fiscal 2012.  We do business with these customers on a purchase order basis and they are not bound to purchase at particular volume levels.  As a result, any of these customers could determine to reduce their order volume with us.  A significant reduction in order volumes from, or the loss of, either of these customers could have a material adverse effect on our results of operations and financial condition.

Because a significant portion of publishing sales are made to or through retailers and distributors, the insolvency of any of these parties could have a material impact on the Company’s financial results.

In our specialty publishing segment, sales to retailers and distributors are highly concentrated on a small group, which previously included Borders Group, Inc. (“Borders”). During fiscal 2011, we recorded a bad debt expense of $700,000 related to the Borders’ bankruptcy and liquidation. Sales to Borders for our publishing segment in fiscal 2011 declined $3.3 million compared to fiscal 2010. In addition, the Company experienced a 9% reduction in sales in the trade market of its book manufacturing segment in fiscal 2011 compared with the prior year.

As a result of the impact of the Borders situation, in the third quarter of fiscal 2011, the Company recorded a pre-tax impairment charge of $8.6 million, representing 100% of REA’s goodwill as well as approximately $200,000 for prepublication costs related to underperforming titles.

Similarly, any bankruptcy, liquidation, insolvency or other failure of another major retailer or distributor could also have a material impact on the Company.

Electronic delivery of content may adversely affect our business.

Electronic delivery of content offers an alternative to the traditional delivery through print and there are many companies that have greater assets and financial resources that are investing in eBooks and

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electronic textbooks.  Widespread consumer acceptance of electronic delivery of books is uncertain, as is the extent to which consumers are willing to replace print materials with electronic materials.  To the extent that our customers’ acceptance of these electronic alternatives should continue to grow, demand for and/or pricing of our printed products may be adversely affected. To the extent that we do not successfully adapt to provide our content in electronic form, demand for our content may suffer, and to the extent that consumers substitute free information online for our content and/or do not demand our electronic offerings, sales may suffer.

A failure to successfully adapt to changing book sales channels may have an adverse impact on our business.

Over the last several years, the “bricks & mortar” bookstore channel has experienced a significant contraction, including the bankruptcy of Borders Group, Inc. and Nebraska Book Co., the closure of many independent bookstores, and the reduction in inventory and shelf space for books in other national chains.  There is no guarantee that we will be able to penetrate alternative channels and address the challenges in these channels, including creating price competitive products for these markets and accurately predicting the volume of returns.

Declines in general economic conditions may adversely impact our business.

Economic conditions have the potential to impact our financial results significantly.  Within the book manufacturing and specialty publishing segments, we may be adversely affected by the current worldwide economic downturn, including as a result of changes in government, business and consumer spending.  Examples of how our financial results may be impacted include:

·                  Fluctuations in federal or state government spending on education, including a reduction in tax revenues due to the current economic environment, could lead to a corresponding decrease in the demand for educational materials, which are produced in our book manufacturing segment and comprise a portion of our publishing products.

·                  Consumer demand for books can be impacted by reductions in disposable income when costs such as electricity and gasoline reduce discretionary spending.

·                  Tightness in credit markets may result in customers delaying orders to reduce inventory levels and may impact their ability to pay their debts as they become due and may disrupt supplies from vendors, and may result in customers or vendors becoming insolvent.

·                  The insolvency of key vendors may have an adverse effect on our operations.

·                  Changes in the housing market may impact the sale of Creative Homeowner’s products.

·                  Reduced fundraising by religious customers may decrease their order levels.

·                  A slowdown in book purchases may result in retailers returning an unusually large number of books to publishers to reduce their inventories.

A failure to keep pace with rapid industrial and technological change may have an adverse impact on our business.

The printing industry is in a period of rapid technological evolution.  Our future financial performance will depend, in part, upon the ability to anticipate and adapt to rapid industrial and technological changes occurring in the industry and upon the ability to offer, on a timely basis, services that meet evolving industry standards.  If we are unable to adapt to such technological changes, we may lose customers and may not be able to maintain our competitive position. In addition, we may encounter difficulties in the implementation and start-up of new equipment and technology.

We are unable to predict which of the many possible future product and service offerings will be important to establish and maintain a competitive position or what expenditures will be required to develop and provide these products and services.  We cannot assure investors that one or more of these factors will not vary unpredictably, which could have a material adverse effect on us. In addition, we cannot assure investors, even if these factors turn out as we anticipate, that we will be able to implement our strategy or that the strategy will be successful in this rapidly evolving market.

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Our operating results are unpredictable and fluctuate significantly, which may adversely affect our stock price.

Our quarterly and annual operating results have fluctuated in the past and are likely to fluctuate in the future due to a variety of factors, some of which are outside of our control. Factors that may affect our future operating results include: