SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended
June 30, 2000 Commission File Number 0-4431
AUTO-GRAPHICS, INC.
(exact name of registrant as specified in its charter)
California 95-2105641
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3201 Temple Avenue, Pomona, California 91768-3200
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (909) 595-7204
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
Total shares of Common Stock issued and outstanding as of June 30, 2000
was 4,822,734.
AUTO-GRAPHICS, INC.
Form 10-Q
June 30, 2000
TABLE OF CONTENTS
Unaudited Condensed Consolidated Statements of
Operations For Six Months Ended June 30 1
Unaudited Condensed Consolidated Statements of
Operations For Three Months Ended June 30 2
Unaudited Condensed Consolidated Balance Sheets
As of June 30, 2000 and December 31, 1999 3
Unaudited Consolidated Statements of Cash Flows
For Six Months Ended June 30 4
Notes to Unaudited Condensed Consolidated
Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of
Operations... 10
Part II - Other Information 14
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AUTO-GRAPHICS, INC.
Form 10-Q
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
Unaudited Condensed Consolidated
Statements of Operations
For The Six Months Ended June 30
2000 1999
Net sales (See Note 4) $4,379,337 $4,023,442
Costs and expenses:
Cost of sales 2,533,332 2,332,661
Selling, general & administrative 2,088,759 1,532,184
Total Costs and Expenses 4,622,091 3,864,845
Income/(loss) from operations (242,754) 158,597
Interest expense/other 107,573 126,973
Income/(loss) before taxes (350,327) 31,624
Provision for taxes
based on income (See Note 5) 4,368 --
Minority interests (See Note 2) (125,180) --
Net income/(loss) and
comprehensive income/(loss) (See Note 3) $(229,515) $ 31,624
Basis earnings/(loss) per share $ (0.05) $ .01
Weighted average shares outstanding 4,822,734 3,131,034
Diluted earnings/(loss) per share $ (0.05) $ .01
Weighted average shares outstanding 5,062,734 3,131,034
See Notes to Unaudited Condensed Consolidated Financial Statements
-2-
AUTO-GRAPHICS, INC.
Form 10-Q
Unaudited Condensed Consolidated
Statement of Operations
For The Three Months Ended June 30
2000 1999
Net sales (See Note 4) $2,269,456 $2,041,412
Costs and expenses:
Cost of sales 1,334,653 1,135,929
Selling, general & administrative 1,057,002 837,631
Total Costs and Expenses 2,391,655 1,973,560
Income/(loss) from operations (122,199) 67,852
Interest expense/other 44,126 53,680
Income/(loss) before taxes (166,325) 14,172
Provision for taxes
based on income -- --
Minority Interests (See Note 2) (59,028) --
Net income/(loss) and
comprehensive income/(loss)(See Note 3) $ (107,297) $ 14,172
Basis earnings/(loss) per share $ (0.02) $ .01
Weighted average shares outstanding 4,822,734 3,131,034
Diluted earnings/(loss) per share $ (0.02) $ .01
Weighted average shares outstanding 5,062,734 3,131,034
See Notes to Unaudited Condensed Consolidated Financial Statements
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AUTO-GRAPHICS, INC.
Form 10-Q
Unaudited Condensed Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
ASSETS 2000 1999
Current assets: (Audited)
Cash $ 2,218,030 $ 3,816,286
Accounts receivable, less allowance
for doubtful accounts ($38,000 in
2000 and 1999) 1,515,332 1,401,325
Unbilled production costs 122,078 27,891
Other current assets 290,025 109,987
Total current assets 4,145,465 5,355,489
Software, equipment and leasehold
improvements, net 5,238,819 5,110,231
Other assets 106,632 181,595
$ 9,490,916 $10,647,315
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 162,491 $ 293,798
Deferred income 495,455 1,273,873
Accrued payroll and related
liabilities 512,540 497,076
Other accrued liabilities 450,336 124,601
Current portion of long-term debt 70,000 70,000
Total current liabilities 1,690,822 2,259,348
Deferred taxes based on income 475,236 475,236
Long-term debt, less current portion 2,518,537 3,153,249
Total liabilities 4,684,595 5,887,833
Minority Interests 656,439 676,850
Stockholders' equity:
Notes Receivable - Stock (See Note 2) (127,500) (127,500)
Common stock, 12,000,000
shares authorized, 4,822,734
shares issued and outstanding
in 2000, and 4,784,934 shares
issued and outstanding in 1999
(See Note 2) 4,348,755 3,793,332
Retained earnings (49,196) 438,977
Accumulated Other Comprehensive Income (22,177) (22,177)
Total stockholders' equity 4,279,401 4,082,632
$ 9,490,916 $ 10,647,315
See Notes to Unaudited Condensed Consolidated Financial Statements
-4-
AUTO-GRAPHICS, INC.
Form 10-Q
Unaudited Consolidated
Statements of Cash Flows
For the Six Months Ended June 30
Increase (Decrease) in Cash
2000 1999
Cash flows from operating activities:
Net income/(loss) $ (229,515) $ 31,624
Adjustments to reconcile net
income/(loss) to net cash
provided by/(used in) operating
activities:
Depreciation and amortization 639,065 622,931
Minority Interests (125,180) --
Changes in operating assets
and liabilities:
Accounts receivable (114,006) 306,194
Unbilled production costs (94,187) (9,912)
Other current assets (180,039) (98,995)
Other assets 73,246 --
Accounts payable (131,306) (380,036)
Deferred income (778,418) (109,097)
Other accrued liabilities 325,734 (48,846)
Accrued payroll and
related liabilities 15,464 (99,605)
Net cash provided by (used in)
operating activities (599,142) 214,258
Cash flows from investing activities:
Capital expenditures (765,933) (625,120)
Cash flows from financing activities:
Principal payments under debt
Agreements (634,714) (31,250)
Net borrowings (payments)under
line-of-credit agreement -- 246,803
Sales of capital
stock/warrants, net(See Note 2) 677,041 --
Repurchase of capital stock (See Note 2) (275,508) (47,216)
Net cash provided by (used in)
financing activities (233,181) 168,337
Net (decrease) in cash (1,598,256) (242,525)
Cash at beginning of year 3,816,286 292,744
Cash at end of year $2,218,030 $ 50,219
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 158,594 $ 146,907
Income taxes 4,368 --
See Notes to Unaudited Condensed Consolidated Financial Statements.
-5-
AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited Condensed
Consolidated Financial Statements
June 30, 2000
NOTE 1. The unaudited condensed consolidated financial statements
included herein have been prepared by the Registrant and
include all normal and recurring adjustments which are, in the
opinion of Management, necessary for a fair presentation of
the financial position at June 30, 2000, the results of
operations and the statements of cash flows for the three and
six months ended June 30, 2000 and 1999 pursuant to the rules
and regulations of the Securities and Exchange
Commission("SEC"). The consolidated financial statements
include the accounts of Auto-Graphics, Inc. and its wholly
owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.
The results of operations for the subject periods are not
necessarily indicative of the results for the entire year.
This Quarterly Report on Form 10-Q is qualified in its entirety
by the information included in the Company's Annual Report to
the SEC on Form 10-K, for the period ending December 31, 1999
including, without limitation, the financial statements and
notes included therein.
NOTE 2. In May 1999, the Company entered into a selling agreement with
an associate pertaining to the Company's 1999 private
placement offering, which raised $1,251,000 in equity
investment and resulted in the sale/issuance of an additional
1,501,200 shares of the Company's (restricted) Common Stock.
Pursuant to the agreement, the Company sold and issued 240,000
3-year warrants for $800 entitling the associate to purchase
one share of the Company's (restricted) Common Stock for each
warrant for $.03 per share, which warrants remain issued and
outstanding but unexercised at June 30, 2000. The warrants
were anti-dilutive for the six months ended June 30, 2000. The
240,000 shares of Common Stock issuable through the exercise
of these warrants reflect the Company's only potentially
dilutive securities currently outstanding. The Company's
principal director/shareholder granted an option to the
associate to purchase 1,125,000 shares of the Company's
(restricted) Common Stock owned by such individual (and his
Family Trust) through November 2000, subject to a one year
renewal provision in favor of the recipient, for $1.67 per
share. The shares which are the subject of this option
represent approximately 23% of the Company's issued and
outstanding Common Stock at June 30, 2000.
Included in the Company's above referenced private placement
offering, the Company sold an additional 153,000 shares of its
(restricted) Common Stock on four year full recourse interest
bearing notes totaling $127,500 to certain senior management
of the Company.
In December 1999, the Company and an associate formed two new
subsidiaries, Dataquad, Inc. and The LibraryCard, Inc., and
contributed nominal cash consideration to such subsidiaries, an
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AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited Condensed
Consolidated Financial Statements
June 30, 2000
NOTE 2. Continued
the Company contributed certain software to Dataquad. A third
party
investor (who also invested in the Company's 1999 private
placement offering) contributed $1.0 million in cash to each
of the subsidiaries in return for a 24.5% ownership interest,
and the Company and the associate hold 61% and 14.5%
interests, respectively. Ten percent of the issued and
outstanding shares of Common Stock in each of the two
subsidiaries have been reserved for issuance to employees
under an employee stock option plan which is currently under
development. On June 30, 2000, 700,000 shares of the Common
Stock of each subsidiary representing the stock option plan
shares were issued to a trustee on 30 month full recourse
notes totaling $280,500.
On January 31, 2000, the Company announced a 3-for-1 stock
split of its Common Stock to shareholders of record on
February 12, 2000, which occurred on February 28, 2000. Two
additional shares were issued for each share held on the
record date. Following the stock split, shares authorized
increased from 4,000,000 to 12,000,000 and shares issued and
outstanding from 1,607,578 to 4,822,734 following the private
placement and share repurchase referenced below. Share
amounts in the Statement of Operations including basic and
diluted earnings per share, and the Consolidated Balance
Sheets have been adjusted retroactively to reflect the stock
split for the periods presented.
In February 2000, the Company consummated a private placement
of 225,000 shares (after giving effect to the 3-for-1 stock
split) of its (restricted) Common Stock with an offshore
investment company for $4.125 per share for gross proceeds of
$930,000. The Company used a portion of the net proceeds from
the sale of such stock to reduce its capital line of credit
with the bank by $600,000.
In February 2000, the Company accelerated the purchase and
retired the remaining 187,200 shares outstanding (after giving
effect to the 3-for-1 stock split) under a stock repurchase
agreement with a former director and stockholder of the
Company for $203,000 in cash consideration. The Company also
transferred an insurance policy to the seller having a cash
surrender value of approximately $75,000.
The Company incurred direct and incremental expenses in
connection with the 1999 $1,251,000 private placement
offering, the sale of the $2.0 million in shares of the
Company's Dataquad, Inc. and The LibraryCard,Inc.
subsidiaries, and the above referenced 2000 private placement
offering of $930,000 resulting in gross proceeds from the sale
of all such securities of $4,181,000. 2000 equity funding
costs and expenses, including legal, and selling expenses
totaled $254,000 which have been offset against the total
equity raised.
-7-
AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited Condensed
Consolidated Financial Statements
June 30, 2000
NOTE 3. As of January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting
Comprehensive Income". The Statement establishes standards
for reporting and display of comprehensive income and its
components in interim and annual financial statements.
Comprehensive income is defined as the change in the equity
(net assets) of an entity during a period from transactions,
events and circumstances excluding all transactions involving
investments by or distributions to the owners.
Note 4. As of the year ended December 31, 1998, the Company adopted
Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information". The Statement establishes standards for
reporting information about operating segments in interim and
annual financial statements. The following table summarizes
sales based on the location of the customers and assets based
on the location of the asset for the six months ending June
30, 2000 and 1999:
2000 1999
Geographic areas
Net sales
United States $ 3,439,956 $ 3,103,845
Foreign - Canada/Other 939,381 919,597
Long-lived assets, net
United States 5,072,239 4,916,734
Foreign - Canada 166,580 193,497
Note 5. Deferred tax assets and liabilities are recognized for the
expected future tax consequences of events that have been
recognized in the Company's financial statements or tax
returns. At December 31, 1999, the Company has available
federal, state and Canadian net operating loss carry-forwards
of approximately $385,000, $498,000 and $337,000,
respectively, for income tax purposes. These net operating
loss carry-forwards expire in 2018 for federal taxes and 2005
for state and for foreign taxes.
-8-
AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited Condensed
Consolidated Financial Statements
June 30, 2000
Note 6. In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("FAS") No.
128, "Earnings per Share", which is effective for interim and
annual periods ending after December 15, 1997. The Company
adopted the standard as of December 31, 1997. The standard
requires the Company to present basic earnings per share and
diluted earnings per share, using the treasury method and
requires restatement of prior earnings per share data
presented. Basic earnings per share computations are based on
the weighted average number of shares of Common Stock
outstanding during the year. Diluted earnings per share
computations are based on the weighted average number of
shares of Common Stock outstanding during the year plus the
dilutive effect of warrants. The following table reconciles
the numerator and denominator of the basic and diluted
earnings per share computations shown on the Consolidated
Statement of Operations and Comprehensive Income for the six
months ending June 30, 2000 and 1999:
2000 1999
Net Income/(loss) $ (229,515) $ 31,624
Weighted average shares
outstanding - Basic 4,822,734 3,131,034
Dilutive effect of warrants 240,000 --
Weighted average shares
outstanding - Diluted 5,062,734 3,131,034
Net income/(loss) per share - Basic ($0.05) $0.01
Net income/(loss) per share - Diluted ($0.05) $0.01
-9-
AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited Condensed
Consolidated Financial Statements
June 30, 2000
Note 6. The following table reconciles the numerator and denominator
of the basic and diluted earnings per share computations shown
on the Consolidated Statement of Operations and Comprehensive
Income for the three months ending June 30, 2000 and 1999:
2000 1999
Net Income/(loss) $ (107,297) $ 14,172
Weighted average
shares outstanding - Basic 4,822,734 3,131,034
Dilutive effect of warrants 240,000 --
Weighted average shares
outstanding - Diluted 5,062,734 3,131,034
Net income/(loss) per share - Basic ($0.02) $0.01
Net income/(loss) per share - Diluted ($0.02) $0.01
-10-
AUTO-GRAPHICS, INC.
Form 10-Q
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL CONDITION
December 31, 1999 to June 30, 2000
Liquidity and capital resources. Working capital decreased
$641,000 primarily as a result of principal payments on long-term debt in
the amount of $635,000. Accounts receivable increased $114,000 due to an
increase in net sales. (See net sales below). The average collection
period for accounts receivable increased from 55 days at December 31,
1999 to 59 days at June 30, 2000. Net cash used in operations was
$599,000 in the first six months of 2000 down from $214,000 provided by
operations in the first six months of 1999 due primarily to a reduction
in deferred income attributable to cash advances from customers. Capital
expenditures increased to $766,000 in the first half of 2000 from
$625,000 in the first half of 1999 due to the procurement of computer
equipment, and office equipment and furniture associated with the
consolidation of office space at the Company's Pomona headquarters.
Management believes that liquidity and capital resources will
be adequate to fund operations including development of the business of
the Company's two new majority-owned subsidiaries, Dataquad(tm) and
LibraryCard(tm), during 2000 and into 2001.
In order to accelerate development and expand the scope of the
Company's Internet/Web initiatives and business, the Company will
continue to explore opportunities to raise additional equity (although
there can be no assurances that such equity financing will be available
on terms and conditions favorable to the Company or at all). In 1999,
the Company raised approximately $3.0 million through the sale of stock
in the Company and in the Dataquad(tm) and LibraryCard(tm)
subsidiaries. In February 2000, the Company raised an additional
$930,000 in equity through the sale of stock, and used $600,000 of such
proceeds to pay down the Company's $3.0 million capital line of credit
to $2.4 million. At June 30, 2000, the Company's cash position was
approximately $2.2 million.
Recently, the Company has restructured and extended the term
of its credit facilities with its bank (Wells Fargo Bank, N.A.) through
June 3, 2002. The new facility is now comprised of a single revolving
line of credit. In light of the Company's present cash resources, and
anticipated need for bank credit, the newly implemented line of credit
will start at a $3.0 million commitment and decrease over the two year
term to a $2.0 million commitment and carry a lower rate of interest
and reduced loan fees. The new loan covenants will provide the Company
with greater flexibility to incur consolidated net losses (see Net Loss
in 2000 below) and commit its cash resources to new initiatives
consistent with less restrictive financial ratio covenants; and the
Company has agreed to maintain conservative liquidity ratios which are
designed to encourage the Company to finance future growth with
investment capital (as opposed to bank debt).
-11-
AUTO-GRAPHICS, INC.
Form 10-Q
RESULTS OF OPERATIONS
First Six Months 2000 as Compared to First Six Months 1999
Net sales increased $356,000 or 9% to $4,379,000 up from
$4,023,000 in 1999. The net sales increase is due primarily to two
large non-recurring processing and conversion projects.
Cost of sales increased $201,000 or 9% corresponding to the
increase in net sales.
Selling, general and administrative expenses increased
$557,000 or 36% in 2000 over 1999 due to additional staff and other
recurring and non-recurring expenses related to the start-up of the two
new Dataquad(tm) and LibraryCard(tm) subsidiaries. The Company expects
these elevated expense levels to increase through 2000 and into 2001.
Income/(loss) from operations declined $401,000 to a loss of
$350,000 in 2000 due to additional staff and other recurring and non-
recurring expenses related to the start-up of the two new Dataquad(tm)
and LibraryCard(tm) subsidiaries.
Interest expense/other decreased $19,000 or 15% due to
additional interest income earned on excess cash balances.
Provision for taxes based on income reflects minimum state
income taxes payable. (See Note 5 of Notes to Unaudited Condensed
Consolidated Financial Statements).
Minority Interests reflects the non-Company owners' share of
the losses realized by the two new subsidiaries referenced above.
Net income/(loss) declined to a $230,000 net loss in 2000
down from net income of $32,000 in 1999 due to additional staff and
other recurring and non-recurring expenses related to the start-up of
the two new Dataquad(tm) and LibraryCard(tm) subsidiaries.
Basic earnings per share and diluted earnings per share
decreased from $0.01 per share in 1999 to a loss of $0.05 per share in
2000 due to additional staff and other recurring and non-recurring
expenses related to the start-up of the Dataquad(tm) and LibraryCard(tm)
subsidiaries. Shares outstanding have been retroactively restated for a
3-for-1 stock split in February 2000. (See Note 2 of Notes to Unaudited
Condensed Consolidated Financial Statements).
-12-
AUTO-GRAPHICS, INC.
Form 10-Q
Second Quarter 2000 as Compared to Second Quarter 1999
Net sales increased $228,000 or 10% to $2,269,000. The net
sales increase was due primarily to two large non-recurring processing
and conversion projects.
Cost of sales increased $199,000 or 17% in 2000 due to
additional staff and other recurring and non-recurring expenses related
to the start-up of the two new Dataquad(tm) and LibraryCard(tm)
subsidiaries.
Selling, general and administrative expenses increased
$219,000 or 26% due to additional staff and other recurring and non-
recurring expenses related to the start-up of the two new Dataquad(tm)
and LibraryCard(tm) subsidiaries.
Income/(loss) from operations declined $190,000 to a loss of
$122,000 in 2000 due to additional staff and other recurring and non-
recurring expenses related to the start-up of the two new Dataquad(tm)
and LibraryCard(tm) subsidiaries.
Interest expense/other was $44,000 in 2000 down from $54,000
in 1999 due to additional interest income earned on excess cash
balances.
Minority Interests reflects the non-Company owners' share of
the losses realized by the two new subsidiaries referenced above.
Net income/(loss) declined to a loss of $107,000 in 2000, down
from net income of $14,000 in 1999 due to additional staff and other
recurring and non-recurring expenses related to the start-up of the two
new Dataquad(tm) and LibraryCard(tm) subsidiaries.
Basic earnings per share and diluted earnings per share
decreased from $0.01 per share in 1999 to a loss of $0.02 per share in
2000 due to the same reason. Shares outstanding have been retroactively
restated for a 3-for-1 stock split in February 2000. (See Note 2 of
Notes to Unaudited Condensed Consolidated Financial Statements).
Net Loss in 2000
Management believes that 2000 sales will increase over 1999
sales. The additional equity raised by the Company in 1999 and in 2000
will be used to fund the Company's Internet/Web initiatives in 2000
(and 2001). Under AICPA Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities", all costs incurred by the Company of a
"start-up" nature must be expensed as incurred. Such "start-up"
expenses, and other non-capitalized costs/expenses associated with the
Company's new Internet/Web initiatives, primarily in the Company's
Dataquad(tm) and LibraryCard(tm) subsidiaries, are anticipated to
result in the Company reporting a consolidated net loss for the year
ending December 31, 2000 in the $750,000-$1.0 million range (although
the Company's on-going business is expected to be profitable again in
2000).
-13-
AUTO-GRAPHICS, INC.
Form 10-Q
Information Relating To Forward-Looking Statements
This Report includes forward-looking statements which reflect
the Company's current views with respect to future events and financial
performance. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Year 2000
The Company is continuing to monitor its mission critical
systems for potential Year 2000 related software problems, and has
experienced only minor, readily correctable problems. Should the Company
experience an unforeseen Year 2000 problem with its products/services, it
is believed that the Company has sufficient technical personnel and
resources to address and resolve any such problems.
-14-
AUTO-GRAPHICS, INC.
Form 10-Q
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
At the time of the departure of the Company's former Chief
Operating Officer, William J. Kliss, in April of 2000, Mr.
Kliss filed suit against the Company in Orange County
California Superior Court, Case No. 000004363 captioned William
Kliss v. Auto-Graphics, Inc., et al., alleging that he was
entitled to receive a grant of stock options under the
Company's nonqualified stock option plan attributable to his
past employment with the Company (the "Action"). At the time of
the Action, Mr. Kliss owned approximately 65,500 shares of the
Company's issued and outstanding Common Stock 60,000 (post 3-
for-1 split) shares of which had been purchased by Mr. Kliss in
the Company's 1999 private placement offering for a promissory
note payable to the Company from Mr. Kliss in the amount of
$50,000 secured by such shares of restricted stock (the
"Note"). In July 2000, the Company and Mr. Kliss agreed to
settle the Action (the "Settlement"). Pursuant to the
Settlement, the Company will purchase or arrange for the
purchase by third parties of all of the 65,500 shares of the
Company's Common Stock owned by Mr. Kliss (the "Stock"), and
Mr. Kliss will receive total consideration for the Settlement
including as payment for the Stock in the amount of $225,000
payable over a period of fifteen (15) months, plus interest at
the rate of 5%, commencing in September 2000; and the original
promissory note will be forgiven. The Settlement with Mr.
Kliss will not require the Company to take any additional
charge over and above the Company's existing reserve in respect
of employee termination matters.
Item 2. Changes in Securities. None
Item 3. Defaults upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
10.40 Form of Patick Stock Purchase Agreement dated
June 30, 2000.
(b) The Company filed Form 8-K on April 30, 2000 covering
Exhibits to the Form 10-K report for the year ended
December 31, 1999. These exhibits were separated from
the 10-K prior to the filing thereof and were
subsequently refiled during the period covered by
this report.
-15-
AUTO-GRAPHICS, INC.
Form 10-Q
PART II - OTHER INFORMATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AUTO-GRAPHICS, INC.
Date 8/14/00 ss/ Michael K. Skiles
Michael K. Skiles, President
Date 8/14/00 ss/ Daniel E. Luebben
Daniel E. Luebben, Chief Financial
Officer and Secretary