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:
September 30, 1999 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
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (909) 595-7004
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 Outstanding:
Common Stock: 1,344,078
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AUTO-GRAPHICS, INC.
Form 10-Q
September 30, 1999
TABLE OF CONTENTS
Unaudited Condensed Consolidated Statement of
Operations and Comprehensive Income
For Nine Months Ended September 30 3
Unaudited Condensed Consolidated Statement of
Operations and Comprehensive Income
For Three Months Ended September 30 4
Unaudited Consolidated Balance Sheet
September 30, 1999 and December 31, 1998 5
Unaudited Condensed Consolidated Statement of
Cash Flows For Nine Months Ended September 30 6
Notes to the Unaudited Condensed
Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
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 Statement of Operations
and Comprehensive Income for Nine Months Ended September 30
1999 1998
Net sales (See Note 4) $5,928,238 $6,675,759
Costs and expenses:
Cost of sales 3,417,328 4,127,078
Selling, general & administrative 2,242,885 2,396,927
Total costs and expenses 5,660,213 6,524,005
Income from operations 268,025 151,754
Interest/other 211,467 282,084
Income/(loss) before taxes 56,558 (130,330)
Provision for taxes
based on income (See Note 5) -- (58,802)
Net income/(loss) 56,558 (71,528)
Foreign currency
translation adjustments (See Note 3) -- (6,149)
Total comprehensive income/(loss) $ 56,558 $ (77,677)
Net income/(loss) per share - Basic $ 0.05 $ (0.13)
Net income/(loss) per share - Diluted $ 0.05 $ (0.13)
Weighted average shares outstanding - Basic 1,143,811 1,064,478
Weighted average shares outstanding - Diluted 1,162,586 1,064,478
See Notes to Unaudited Condensed Consolidated Financial Statements
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AUTO-GRAPHICS, INC.
Form 10-Q
Unaudited Condensed Consolidated Statement of Operations
and Comprehensive Income for Three Months Ended September 30
1999 1998
Net sales (See Note 4) $1,904,796 $1,993,399
Costs and expenses:
Cost of sales 1,084,667 1,311,147
Selling, general & administrative 710,701 828,869
Total costs and expenses 1,795,368 2,140,016
Income/(loss) from operations 109,428 (146,617)
Interest/other 84,494 105,741
Income/loss) before taxes 24,934 (252,358)
Provision for taxes
based on income (See Note 5) -- (113,560)
Net income/comprehensive
income/(loss) (See Note 3) $ 24,934 $ (138,798)
Net income/(loss) per share - Basic $ 0.02 $ (0.13)
Net income/(loss) per share - Diluted $ 0.02 $ (0.13)
Weighted average shares outstanding - Basic 1,344,078 1,064,478
Weighted average shares outstanding - Diluted 1,400,403 1,064,478
See Notes to Unaudited Condensed Consolidated Financial
Statements
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AUTO-GRAPHICS, INC.
Form 10-Q
Unaudited Balance Sheets
September 30, 1999 and December 31, 1998
ASSETS 1999 1998
(Unaudited) (Audited)
Current assets:
Cash $ 1,307,964 $ 292,744
Accounts receivable, less allowance
for doubtful accounts ($38,000 in
1999 and 1998) 1,092,424 1,697,826
Unbilled production costs 119,592 86,573
Other current assets 151,201 360,170
Total current assets 2,671,181 2,437,313
Software, equipment and leasehold
improvements, net 5,040,989 5,016,627
Other assets 116,585 119,162
$ 7,828,755 $ 7,573,102
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 128,473 $ 632,809
Deferred income 953,225 813,113
Accrued payroll and related
Liabilities 571,982 578,569
Other accrued liabilities 108,404 84,282
Current portion of long-term debt 927,000 787,500
Total current liabilities 2,689,084 2,896,273
Long-term debt, less current portion 2,400,000 2,587,500
Deferred taxes based on income 486,000 486,000
Total liabilities 5,575,084 5,969,773
Stockholders' equity:
Common stock, $.10 par value,
4,000,000 shares authorized,
1,344,078 shares issued and
outstanding in 1999, and
1,064,478 shares issued and
outstanding in 1998 (See Note 2) 134,408 106,448
Capital in excess of par value 1,731,323 1,123,899
Retained earnings 390,347 375,389
Foreign Currency Translation (2,407) (2,407)
Total stockholders' equity 2,253,671 1,603,329
$ 7,828,755 $ 7,573,102
See Notes to Unaudited Condensed Consolidated Financial Statements
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AUTO-GRAPHICS, INC.
Form 10-Q
Unaudited Statements of
Cash Flows
For the Nine Months Ended September 30
Increase (Decrease) in Cash
1999 1998
Cash flows from operating activities:
Net income $ 56,558 $ (71,528)
Adjustments to reconcile net
income/(loss) to net cash
provided by operating activities:
Depreciation and amortization 915,225 774,543
Deferred taxes -- 13,000
Changes in operating assets
and liabilities:
Accounts receivable 605,403 411,851
Unbilled production costs (33,019) (185,469)
Other current assets 208,969 (199,795)
Other assets -- 206,084
Accounts payable (504,336) (447,534)
Deferred income 140,112 (125,738)
Other accrued liabilities 24,124 (200,103)
Accrued payroll and
related liabilities (6,586) 99,358
Net cash provided by
operating activities 1,406,450 274,669
Cash flows from investing activities:
Capital expenditures (937,013) (743,950)
Cash flows from financing activities:
Borrowings under long-term debt -- 923
Principal payments under debt
Agreements (48,000) (430,000)
Net borrowings under
line-of-credit agreement -- 840,162
Sale/(Repurchase) of stock, net (See Note 2) 593,783 (101,750)
Net cash provided by
financing activities 545,783 309,335
Effect of exchange rate change on cash -- (6,149)
Net change in cash 1,015,220 (166,095)
Cash at beginning of period 292,744 244,620
Cash at end of period $1,307,964 $ 78,525
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 238,605 $ 260,468
Income taxes 14,512 --
See Notes to Unaudited Condensed Consolidated Financial Statements
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AUTO-GRAPHICS, INC.
Form 10-Q
Notes to
Unaudited Condensed Consolidated Financial Statements
September 30, 1999
NOTE 1. The Unaudited Condensed Consolidated Financial Statements included
herein have been prepared by 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
September 30, 1999, the results of operations and the statement of
cash flows for the nine months ended September 30, 1999 and 1998
pursuant to the rules and regulations of the Securities and Exchange
Commission. The consolidated financial statements include the
accounts of Auto-Graphics, Inc. and all of its wholly-owned
subsidiaries. All material intercompany accounts and transactions
have been eliminated.
The results of operations for the subject interim periods in 1999
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, 1998, and including,
without limitation, the financial statements and notes included
therein.
NOTE 2. In May of 1999, the Company initiated a private placement offering
of its Common Stock for $2.50 per share. Shares offered and sold in the
offering were classified as restricted stock meaning that such shares
could not be sold in the public trading market for the Company's
stock for a minimum period of one year. At September 30, 1999, a
total of 300,400 shares had been sold by the Company for gross
proceeds of $751,000 of which $641,000 (net of offering expenses) has
been reflected in stockholder's equity. Total shares of the
Company's Common Stock issued and outstanding at such date increased
to 1,344,078. The offering was concluded in October 1999 with a
total of 551,400 shares sold, increasing total shares outstanding to
1,595,078, for gross proceeds of $1,378,500.
In 1995, the Company entered into a stock repurchase agreement with a
former officer and director of the Company, whereby the Company
agreed to purchase and retire, over a seven-year period, 156,000 of
171,000 shares of Company stock owned by the individual. The total
transaction cost of $825,000 includes stock, non-competition and
consulting fees. In January of 1995, 1996 and 1997, the Company
purchased and retired three blocks of 15,600 shares each. In January
of 1998 and 1999, the Company purchased and retired 26,000 and 20,800
shares, respectively, in accordance with the above referenced
agreement.
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AUTO-GRAPHICS, INC.
Form 10-Q
Notes to
Unaudited Condensed Consolidated Financial Statements
September 30, 1999
NOTE 3. Effective 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. There were
no material comprehensive income items for the nine months ending
September 30, 1999 and 1998.
Note 4. In June 1997, the Financial Accounting Standards ("FAS") Board
issued Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information." The FAS is
effective for fiscal years beginning after December 15, 1997 and the
Company has adopted the statement in fiscal year ending December 31,
1998. The statement establishes standards for reporting of
information about operating segments in interim and annual financial
statements.
The following table summarizes sales and total assets presented on
the basis of GAAP (generally accepted accounting principles)
accounting for the nine months ending September 30, 1999 and 1998.
1999 1998
Geographic areas
Net sales
United States $ 4,603,785 $ 4,899,557
Foreign - Canada 1,316,577 1,578,943
Foreign - Japan/Other 7,876 197,259
Long-lived assets, net
United States 4,874,642 5,402,059
Foreign - Canada 170,347 181,095
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, 1998,
the Company has available federal, state and Canadian net operating
loss carry-forwards of approximately $462,000, $443,000 and $569,000,
respectively, for income tax purposes. These net operating loss
carry-forwards expire in 2018 for federal taxes, 2005 for state and
for foreign taxes.
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AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited
Consolidated Financial Statements
September 30, 1999
Note 6. Pending Pronouncement
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is effective
for fiscal quarters of all fiscal years beginning after June 15,
2000. The Company plans to adopt the statement in the fiscal year
ending December 31, 2001. The statement establishes standards for
accounting for derivatives and hedging instruments (of which the
Company currently has none) and, therefore, the Company does not
expect this FAS will have a material effect on the Company's
financial position or results of operations.
Note 7. 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
nine months ending September 30, 1999 and 1998:
1999 1998
----------- ------------
Net Income/(loss) $ 56,558 $ (71,528)
Weighted average
shares outstanding - Basic 1,143,811 1,064,478
Dilutive effect of warrants 18,775 --
Weighted average
shares outstanding - Diluted 1,162,586 1,064,478
Net income/(loss) per share - Basic $0.05 ($0.13)
Net income/(loss) per share - Diluted $0.05 ($0.13)
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AUTO-GRAPHICS, INC.
Form 10-Q
Notes to Unaudited
Consolidated Financial Statements
September 30, 1999
Note 7. 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 September 30, 1999 and 1998:
1999 1998
----------- ------------
Net Income/(loss) $ 24,934 $ (138,798)
Weighted average
shares outstanding - Basic 1,344,078 1,064,478
Dilutive effect of warrants 56,325 --
Weighted average
shares outstanding - Diluted 1,400,403 1,064,478
Net income/(loss) per share - Basic $0.02 ($0.13)
Net income/(loss) per share - Diluted $0.02 ($0.13)
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AUTO-GRAPHICS, INC.
Form 10-Q
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
FINANCIAL CONDITION
December 31, 1998 to September 30, 1999
Liquidity and capital resources. Working capital increased
$441,000 as a result of a decline in accounts receivable of $615,000 due
to lower sales and improved collections, and receipt of income tax refunds.
The average collection period for accounts receivable decreased from 66 days
at December 31, 1998 to 54 days at September 30, 1999. Net cash provided by
operations increased approximately $1,131,000 to $1,406,000 year-to-date
through the third quarter of 1999 from $275,000 through the third quarter of
1998 due primarily to improved profitability, higher depreciation and
amortization, receipt of tax refunds, and improved collection of accounts
receivable on lower net sales compared to the same period in the prior year.
Capital expenditures year-to-date increased to $937,000 through the third
quarter of 1999 up from $744,000 through the third quarter of 1998. Long-
term debt declined by $48,000 as a result of principal payments on term debt.
In May of 1999, the Company initiated a private placement offering
of its Common Stock for $2.50 per share. Shares offered and sold in the
offering were classified as restricted stock meaning that these shares could
not be sold in the public trading market for the Company's stock for a
minimum period of one year. At September 30, 1999, a total of 300,400 shares
had been sold by the Company for gross proceeds of $751,000 of which $641,000
(net of offering expenses) has been reflected in stockholder's equity. The
offering was concluded in October 1999 with a total of 551,400 shares sold,
increasing total shares outstanding to 1,595,078, for gross proceeds of
$1,378,500. The Company intends to use the proceeds from the private
placement offering primarily to fund further development of the Company's
Internet infrastructure, market and product development of the Company's new
product Internet initiatives, and working capital and not for debt repayment.
In September 1999, the Company concluded the renewal of its credit
facilities through June 1, 2000 with its bank, Wells Fargo Bank (See Part II
- - Exhibits). The Company has a revolving credit facility with maximum
availability of $1,000,000 ($1,000,000 available at September 30, 1999),
secured by accounts receivable, and renewable annually. Management believes
that the current line of credit should be sufficient to handle the Company's
cyclical working capital needs. The Company also maintains a capital line of
credit facility with a maximum availability of $3,000,000 (fully utilized at
September 30, 1999), secured by substantially all of the Company's capital
assets, and renewable annually. Management believes that increased credit
availability will not be required to finance planned capital expenditures in
1999, which are estimated at $1,200,000, to be used to expand the Company's
Internet infrastructure to better accommodate the growing number of
libraries, and resulting increasing volume of transactions, using the
Company's Internet/Web products. The new hardware and software systems being
installed will further enable the Company to offer expanded web-hosting and
e-business services. In 1997, the Company obtained an additional term credit
facility of $750,000 used to fund the 1997 acquisition of the Company's
Canadian subsidiary. The balance outstanding at June 30, 1999 was $375,000
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AUTO-GRAPHICS, INC.
Form 10-Q
with monthly principal amortization terms of $16,000 for ten months followed
by a balloon payment of $215,000 on June 1, 2000. These credit facilities
also carry an interest rate of prime plus one percent, plus a commitment fee
of approximately one percent and no compensatory balance requirements. The
Company and it's bank have adopted new financial ratio loan covenants
effective June 30, 1999 and the Company was in compliance with these revised
loan covenants in both the second quarter ending June 30, 1999 and the third
quarter ending September 30, 1999. The Company was timely in all principal,
interest and fee payments to the bank through September 30,1999 and
anticipates timely payments in the balance of 1999.
The Company's capital resources are available for use as working
capital, for capital investments and, although less likely for the immediate
future, possible acquisitions of businesses, products or technologies
complementary to the Company's business. Management believes that cash
reserves, cash flow from operations and the proceeds from the private
placement offering together with the revised and renewed credit facility will
be sufficient to fund operations in 1999 and provide financing for planned
1999 capital expenditures. The Company believes that it is important to
continue to invest in Internet/Web capability for the foreseeable future.
Accordingly in 2000, and thereafter, the Company may and likely will require
additional financing to continue to develop and refine its Internet/Web line
of products and to seek to expand the market for these products. There can
be no assurance, however, that any additional financing will be available or
will be available on terms favorable to the Company.
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.
-13-
AUTO-GRAPHICS, INC.
Form 10-Q
RESULTS OF OPERATIONS
First Nine Months 1999 as Compared to First Nine Months 1998
Net sales decreased $748,000 or 11% to $5,928,000. The net sales
decline is due to shrinking publishing composition sales and lower demand for
library services in Canada and international markets (Japan).
Cost of sales decreased $710,000 or 17%. Cost of sales as a percent of
sales declined from 62% in 1998 to 58% in 1999. Significant factors in the
decreased cost of sales include a continuing shift toward the Company's new
lower cost Internet products.
Selling, general and administrative expenses decreased $154,000 or 6%.
As a percentage of sales, these expenses increased from 36% in 1998 to 38% in
1999 primarily due to the lower sales levels.
Income from operations increased $116,000 or 77% to $268,000 in 1999 due
primarily to lower costs and expenses.
Interest expense/other decreased $71,000 or 25% on lower bank borrowings
and foreign exchange gains.
Net income increased $128,000 to $57,000 in 1999, up from a loss of
$77,000 in 1998, due primarily to lower costs and expenses and a more
profitable sales mix.
Net income per share increased from ($0.13) per share in 1998 to $0.05
per share in 1999 due primarily to lower costs and expenses offset by lower
sales and an increase in the shares outstanding as a result of the sales of
additional shares in the recently completed private placement offering (See
Note 2).
Third Quarter 1999 as Compared to Third Quarter 1998
Net sales decreased $89,000 or 4% to $1,905,000. The net sales decline
was due to shrinking publishing composition sales and lower demand for
library services in Canada.
Cost of sales decreased $226,000 or 17%. Cost of sales as a percent of
sales declined from 66% in 1998 to 57% in 1999. Significant factors in the
decreased cost of sales include a continuing shift toward the Company's new
lower cost Internet products.
Selling, general and administrative expenses decreased $118,000 or 14%.
As a percent of sales, these expenses decreased from 42% in 1998 to 37% in
1999.
Income from operations increased $256,000 to $109,000 in 1999 due
primarily to lower costs and expenses.
Interest expense/other was $84,000 in 1999 down from $106,000 in 1998 on
lower bank borrowings and foreign exchange gains.
Net income increased $164,000 to $25,000 in 1999, up from a loss of
$139,000 in 1998, due primarily to lower costs and expenses and a more
profitable sales mix.
Net income per share increased from ($0.13) per share in 1998 to $0.02
per share in 1999 due primarily to lower costs and expenses and an increase
in the shares outstanding as a result of the sales of additional shares in
the recently completed private placement offering (See Note 2).
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AUTO-GRAPHICS, INC.
Form 10-Q
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities.
(a) Securities sold: From May 1999 through September 30, 1999, the
Company sold 300,400 shares of its Common Stock in a private
placement offering (See Note 2).
(b) Underwriters and other Purchasers: No underwriter was employed
in the offering. The shares were sold to private investors,
executives and senior managers of the Company.
(c) Consideration: Securities sold for cash had an aggregate
offering price of $751,000 with no underwriting discounts or
commissions.
(d) Exemption from registration claimed: Regulation D of the
Federal Securities Act of 1933, as amended, covering the offer
and sale to a limited number of private investors.
(e) Terms of conversion or exercise: Not applicable.
Item 3. Defaults upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information - Shareholder Proxy Proposals.
Any shareholder of the Company desiring to have a proposal considered
for inclusion in the Company's 2000 proxy solicitation material must,
in addition to other applicable requirements, set forth such proposal
in writing and file it with the Secretary of the Company on or before
January 1, 2000. The Board of Directors of the Company will review
any such proposals from shareholders received by that date and will
determine whether any such proposals are to be included in the
Company's 2000 proxy solicitation materials.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
10.32 Sixth Amendment to Credit Agreement between Auto-
Graphics, Inc. and Wells Fargo Bank dated June 30, 1999.
10.33 Continuing Guaranty between Auto-Graphics, Inc. and
Wells Fargo Bank dated June 30, 1999.
10.34 Amendment to Continuing Guaranty between Auto-
Graphics, Inc. and Wells Fargo Bank dated June 30, 1999.
10.35 Revolving Line of Credit Note (working capital)
$1,000,000 between Auto-Graphics, Inc. and Wells Fargo
Bank dated June 30, 1999.
10.36 Revolving Line of Credit Note (capital) $3,000,000
between Auto-Graphics, Inc. and Wells Fargo Bank dated
dated June 30, 1999.
10.37 Term Note $750,000 between Auto-Graphics, Inc. and Wells
Fargo Bank dated June 30, 1999.
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AUTO-GRAPHICS, INC.
Form 10-Q
PART II - OTHER INFORMATION
(b) The Company filed a Report on Form 8-K on April 30, 1999
transmitting certain exhibits to the Form 10-K Report for the
year ended December 31, 1998. These exhibits were separated
from the 10-K prior to the filing thereof and were subsequently
refiled during the period covered by this Report.
(c) The Company filed a Report on Form 8-K dated July 1999 and
filed on August 9, 1999 indicating a potential change of
control of the registrant as a result of an option granted
by the Company's principal officer/shareholder to a third
party. The exhibits filed with the Report were: Option
Agreement (Exhibit 10.30) and Employment Agreement (Exhibit
10.31).
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 11/15/99 ss/ Robert S. Cope
Robert S. Cope, President
and Treasurer
Date 11/15/99 ss/ Daniel E. Luebben
Daniel E. Luebben, Chief Financial Officer
and Secretary
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AUTO-GRAPHICS, INC.
Form 10-Q
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities.
(a) Securities sold: From May 1999 through September 30, 1999, the
Company sold 300,400 shares of its Common Stock in a private
placement offering (See Note 2).
(b) Underwriters and other Purchasers: No underwriter was employed
in the offering. The shares were sold to private investors,
executives and senior managers of the Company.
(c) Consideration: Securities sold for cash had an aggregate
offering price of $751,000 with no underwriting discounts or
commissions.
(d) Exemption from registration claimed: Regulation D of the
Federal Securities Act of 1933, as amended, covering the offer
and sale to a limited number of private investors.
(e) Terms of conversion or exercise: Not applicable.
Item 3. Defaults upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information - Shareholder Proxy Proposals.
Any shareholder of the Company desiring to have a proposal considered
for inclusion in the Company's 2000 proxy solicitation material must,
in addition to other applicable requirements, set forth such proposal
in writing and file it with the Secretary of the Company on or before
January 1, 2000. The Board of Directors of the Company will review
any such proposals from shareholders received by that date and will
determine whether any such proposals are to be included in the
Company's 2000 proxy solicitation materials.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
10.32 Sixth Amendment to Credit Agreement between Auto-
Graphics, Inc. and Wells Fargo Bank dated June 30, 1999.
10.33 Continuing Guaranty between Auto-Graphics, Inc. and
Wells Fargo Bank dated June 30, 1999.
10.34 Amendment to Continuing Guaranty between Auto-
Graphics, Inc. and Wells Fargo Bank dated June 30, 1999.
10.35 Revolving Line of Credit Note (working capital)
$1,000,000 between Auto-Graphics, Inc. and Wells Fargo
Bank dated June 30, 1999.
10.36 Revolving Line of Credit Note (capital) $3,000,000
between Auto-Graphics, Inc. and Wells Fargo Bank dated
dated June 30, 1999.
10.37 Term Note $750,000 between Auto-Graphics, Inc. and Wells
Fargo Bank dated June 30, 1999.
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AUTO-GRAPHICS, INC.
Form 10-Q
PART II - OTHER INFORMATION
(b) The Company filed a Report on Form 8-K on April 30, 1999
transmitting certain exhibits to the Form 10-K Report for the
year ended December 31, 1998. These exhibits were separated
from the 10-K prior to the filing thereof and were subsequently
refiled during the period covered by this Report.
(c) The Company filed a Report on Form 8-K dated July 1999 and
filed on August 9, 1999 indicating a potential change of
control of the registrant as a result of an option granted
by the Company's principal officer/shareholder to a third
party. The exhibits filed with the Report were: Option
Agreement (Exhibit 10.30) and Employment Agreement (Exhibit
10.31).
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 11/15/99
Robert S. Cope, President
and Treasurer
Date 11/15/99
Daniel E. Luebben, Chief Financial Officer
and Secretary