UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-24411
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MASTER GRAPHICS, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 62-1694322
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State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification No.)
6075 Poplar Avenue, Suite 401, Memphis, Tennessee 38119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 685-2020
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Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 23, 1999 was $22,491,730 (based on the average bid
and ask price of $6.0625).
The number of shares outstanding of the registrant's common stock, $.001
par value, as of March 23, 1999 was 7,923,026.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Shareholders'
Meeting to be held on or about May 19, 1999, to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended, are incorporated by reference into Part III of this report
on Form 10-K. Such Proxy Statement, except for the portions thereof which are
specifically incorporated herein by reference, shall not be deemed "filed" for
purposes of this report on Form 10-K.
PART I
Item 1. Business.
General
Premier Graphics, Inc. is the wholly-owned operating subsidiary of Master
Graphics, Inc. Master Graphics and Premier Graphics are the successor entities
to Master Printing and B&M Printing, respectively. Master Printing was
originally formed by John Miller (the current Chairman of the Board, Chief
Executive Officer and President of Master Graphics) in 1992 to acquire all of
the outstanding stock of B&M Printing. In 1997, in anticipation of the
implementation of an acquisition strategy, Master Printing merged with and into
Master Graphics, and B&M Printing merged with and into Premier Graphics.
Throughout this report on Form 10-K, unless the context indicates
otherwise, when we refer to "us," "we," "our" or the "Company," we are
describing Master Graphics together with Premier Graphics. References to Master
Graphics or Premier Graphics include only the named entity.
We are a leading consolidator within the general commercial printing
industry. From June 1997 through March, 1999, we have acquired 17 high quality,
general commercial printing companies which we believe are market leaders in
their respective geographic areas in terms of customer service, responsiveness
and quality. Each of the acquired companies operates as a separate division of
Premier Graphics and provides a full range of general commercial printing
services. The acquired companies have an average operating history of nearly 50
years, established customer relationships and strong reputations for customer
service, responsiveness and quality. We expect that our operating strategy will
enable each division to offer broader services to existing customers and attract
new customers.
We provide service in all areas of general commercial printing, including
prepress, printing and postpress services. Our products include annual reports,
direct mail pieces, sales literature, point of purchase materials, market
letters, newsletters, training manuals, product brochures and catalogs for
customers such as Federal Express, IBM, Provident Life, W. W. Grainger, Turner
Broadcasting and G. D. Searle. Our operating philosophy emphasizes responding
rapidly to customer requirements and producing high quality printed materials.
Responsiveness is essential because of the typically short lead time on most
general commercial printing jobs.
The General Commercial Printing Market
The printing industry is one of the largest and most fragmented industries
in the United States, with total estimated 1997 sales of $141.7 billion among an
estimated 52,000 printing companies according to the Printing Institute of
America. The printing industry includes general commercial printing, financial
printing, printing and publishing of books, newspapers and periodicals, quick
printing and production of business forms and greeting cards. We focus on
providing general commercial printing and related services. According to the
Printing Institute of America, this segment had approximately $46.8 billion in
revenue in 1997 among approximately 25,000 general commercial printing
companies.
1
The general commercial printing industry involves developing a customer's
concept into printable material through the use of design and electronic
prepress services; using printing presses to imprint the printable material onto
paper; cutting, folding, and binding the finished product; and, finally, storing
and distributing the finished product at the customer's direction.
Historically, design and prepress services were performed by advertising
agencies, specialty printing services or the customer, but because of the
decreased cost of and technological advancements in computer-aided design
software and hardware, general commercial printing companies are able to offer
electronic prepress services to their customers on a more efficient and cost-
effective basis.
The primary printing process used by the general commercial printing
industry is offset lithography. Paper is fed into the printing presses utilized
in the offset lithography process either sheet by sheet (called sheet fed
presses) or on continuous rolls (called web presses). The sheet fed presses are
generally more cost-effective than web presses for jobs of fewer than 50,000
impressions. Web presses are generally used for large printing jobs such as
catalogs and magazines. Sheet fed presses vary in size and are capable of
printing up to 16 pages of letter-sized finished product on a 25 by 38-inch
sheet of paper with eight pages on each side (known as 16-page "signature") at
speeds of up to 15,000 impressions per hour. Web presses print on a continuous
roll of paper and can print on both sides of the paper at the same time, print
32-page signatures at speeds of over 40,000 impressions per hour and fold, glue
and perforate a finished product.
Large printing companies making extensive use of web presses include R. R.
Donnelley, World Color Press and Quebecor. These companies specialize in large
production runs of over 50,000 copies generally pursuant to long-term contracts.
General commercial printing companies relying heavily on sheet fed presses tend
to be smaller, locally owned and operated companies that service customers
predominately on a job-by-job basis. These companies compete by offering a high
level of customer service and rapid turnaround of projects.
Due to the fragmented nature of the general commercial printing industry,
we believe an abundance of acquisition opportunities exist. The general
commercial printing business is characterized by a significant number of locally
oriented, privately-held businesses, many of which are viable acquisition
candidates. Owners of these independent companies are often motivated to sell
their printing businesses to access the financial capital and other operating
strengths we have to offer to grow the business, increase their personal
financial liquidity or facilitate retirement. Moreover, consolidators like us
are motivated to purchase independent companies because of substantial potential
economies of scale to be achieved from a large multi-plant and geographically
diverse organization.
Operating Strategy
We have developed an integrated operating and acquisition strategy designed
to maximize internal and external growth and maintain and expand our position as
a leading provider of general commercial printing services. Our operating
strategy is to combine the service and responsiveness of a locally-oriented,
independent general commercial printing company with the resources and economies
of scale of a large company. The key elements of our operating strategy are as
follows:
. Provide Premium, High Quality Service. We target the premium segment of
the general commercial printing market. Our customers generally choose
printers primarily based on service, quality and responsiveness, and not
based solely on price.
. Stimulate Internal Growth. In order to maximize each division's internal
growth and profitability, we have developed our proprietary Master
Central equipment utilization and marketing process. Master Central is
designed to maximize utilization of our existing printing capacity and
capabilities by (1) allocating, on a real time basis, certain printing
projects to a particular division based on equipment capabilities and
availability; (2) training our sales force to market the production
capacity and capabilities of all of our divisions; and (3) expanding our
product and service offerings.
2
. Achieve Economies of Scale. As a result of centralized purchasing, we
expect to receive volume discounts and rebates from manufacturers of
paper, film, printing plates and ink that would be unavailable to our
divisions on a stand-alone basis. Paper is generally the largest cost
item for general commercial printing companies, including Premier
Graphics. Our paper costs were approximately 26% of revenue for the year
ended December 31, 1998. We have pricing arrangements with five paper
suppliers which provide discounts and rebates based on volume and are
currently discussing with certain manufacturers purchase terms for film,
printing plates and ink and other printing supplies. In addition, we are
currently centralizing administrative items such as insurance and
employee benefits to further reduce costs.
. Operate on a Decentralized Basis. We intend to retain the key managers of
the businesses we acquire and allow them to maintain substantial
responsibility for the day-to-day operations, profitability and growth of
those businesses as separate divisions. We believe that the operating
autonomy provided by the decentralized structure, together with the
implementation of reporting systems and financial controls at the
corporate level, will enable us to combine the service and responsiveness
of a locally-oriented, independent general commercial printing company
with the resources and economies of scale of a large company. Moreover,
we provide incentives to our employees and align their interests with our
shareholders by using equity based compensation and earnings based
bonuses.
Acquisition Strategy
Our acquisition strategy is to become a leading provider of general
commercial printing services in the United States by acquiring independent
general commercial printing companies that are well managed and market leaders
in customer service, responsiveness and quality. We believe that our profile
within the industry and our philosophy of decentralized operations and
centralized administration enable us to identify and acquire high quality,
market leading independent general commercial printing companies. The key
elements of our acquisition strategy are as follows:
. Acquire High Quality, Well Managed Companies. We evaluate potential
acquisition candidates based on a variety of factors, including
reputation for quality, service, strength of management, competitive
market position, historical financial performance, growth potential,
customer base, equipment capabilities and available capacity. We seek to
acquire only those companies which maintain high levels of quality and
service consistent with our existing divisions. We believe this strategy
is essential to enabling each division to cross-sell the capacity and
capabilities of the other divisions without concerns about quality and
service.
. Retain Existing Management of Companies Acquired. We seek to acquire
successful companies whose key managers will become our employees and
continue to operate acquired businesses as divisions of Premier Graphics.
To preserve local market knowledge and customer relationships, we have
entered into employment contracts and agreements not to compete with the
key managers at each acquired company and we intend to continue to do so
in the future.
3
Acquired Companies
Year
Acquired Company Founded Location Date Acquired
- ------------------------------ ------- ----------------------- -------------
Blackwell Lithographers....... 1932 Jackson, Mississippi June 1997
Lithograph Printing........... 1947 Memphis, Tennessee June 1997
Sutherland Printing........... 1940 Montezuma, Iowa June 1997
Ozark, Missouri September 1997
The Argus Press............... 1922 Chicago, Illinois December 1997
Phoenix Communications........ 1960 Atlanta, Georgia December 1997
Jones Printing................ 1947 Chattanooga, Tennessee March 1998
Hederman Brothers............. 1898 Jackson, Mississippi March 1998
Phillips Litho................ 1973 Springdale, Arkansas March 1998
Harperprints.................. 1974 Henderson, North Carolina May 1998
McQuiddy Printing Company..... 1903 Nashville, Tennessee August 1998
Golden Rule Printing.......... 1978 Huntsville, Alabama September 1998
The Printing Company.......... 1983 Indianapolis, Indiana September 1998
Stephenson Printing........... 1953 Alexandria, Virginia December 1998
Technigrafiks................. 1977 Houston, Texas March 1999
Woods Lithographics........... 1978 Phoenix, Arizona March 1999
White Arts.................... 1945 Indianapolis, Indiana March 1999
Columbia Graphics............. 1977 Chicago, Illinois
4
Master Central
A successful printing company must have a substantial investment in
printing presses and related equipment and plant facilities. The general
commercial printing industry is characterized by unpredictable demand which
affects equipment utilization. A particular printing facility may at any given
time have either excess capacity or demands from customers which cannot be met.
Further, the size and type of printing jobs a general commercial printing
company is capable of completing is limited by type and number of printing
presses owned by that company. For example, it may not be economically feasible
for one of our divisions which operates only sheet fed presses to bid on a large
printing project which could be produced more efficiently on a web press.
We have established Master Central to utilize more efficiently printing
capacity and effectively allocate print jobs across the range of our available
equipment. Currently, three employees located at our headquarters and one
employee in each division, all under the direction of our Chief Operating
Officer, have been designated as the Master Central Team. Master Central acts as
a clearinghouse whereby a division submits a job that it cannot print either
because of capacity restraints or because the division does not have necessary
equipment. Through Master Central, this job is routed to the division with the
necessary equipment or available capacity to handle the job. Master Central is
an operating process which focuses on:
(1) effective marketing of the production capacity and capabilities of all
of our divisions;
(2) increasing equipment availability across all divisions;
(3) responsiveness to customer driven deadlines; and
(4) efficient distribution of finished products to customers.
5
In connection with Master Central, we are training our sales force to
effectively promote and market the production capacity and capabilities of all
of our divisions. Master Central currently operates via facsimile, telephone and
electronic mail; however, we are currently evaluating high speed electronic data
transfer systems which will facilitate communications and data transfers between
divisions.
Operations
We provide service in all areas of general commercial printing, including:
(1) developing a customer's concept into printable material through the use
of electronic prepress services;
(2) using printing presses to imprint the printable material onto paper;
(3) cutting, folding, and binding the finished product; and
(4) storing and distributing the finished product.
Design and Prepress Services. One of the most significant technological
advancements in the general commercial printing industry in recent years has
been the computerization of the prepress area. Because of such technological
advances and a decrease in the cost of such technology, we are able to offer
design and prepress services to our customers on an efficient and cost-
effective basis. Historically, such design and prepress services were provided
by advertising agencies, specialty printing services or customers in-house.
Prepress services include the development of designs for customers and the
conversion of designs into digitized images. We offer commercial prepress
services at all of our facilities, enabling each division to service customers
from inception of the concept through delivery of the finished product.
Printing. Once a project has finished the prepress area, it is moved to the
press area where the image is reproduced on paper. We operate 91 sheet fed
presses, ranging in size from 11x17 to 28x41, which are capable of
simultaneously printing up to six colors and producing up to 15,000 impressions
per hour. We also operate 13 web presses which are capable of producing up to
40,000 impressions per hour, folding, glueing and perforating a finished
product. Our web presses are located in 6 divisions.
Finishing. The finishing operations provided by Premier Graphics include
cutting, folding, binding and other operations to finish the printed product.
Historically, general commercial printing companies outsourced those finishing
operations which required substantial capital investments. Because some of the
acquired companies own such equipment, we are able to offer finishing operations
and provide a completely integrated service from design to fulfillment.
Fulfillment. The fulfillment area provides a wide range of labor intensive
services that combine, package, store and ship our finished products. The
fulfillment area also provides electronic tracing services for customer
inventory and accumulates data for marketing departments that indicate the
effectiveness of print-related marketing campaigns. Large corporations utilize a
variety of our fulfillment services including: custom assembly of binders;
gathering information from promotional mailings; returning premium or incentive
items to respondents; and combining magnetic media with printed media prior to
shipment.
Customers
Most of our top customers are large companies such as Federal Express, IBM,
Provident Life, W. W. Grainger, Turner Broadcasting and G. D. Searle. Consistent
with the general commercial printing industry as a whole, we generally have no
significant long-term contracts with its customers. Due to the project-oriented
nature of customers'
6
printing requirements, sales to particular customers may vary significantly from
year to year. Our top ten customers in 1998 accounted for less than 19% of
sales; no customer accounted for more than 3%.
Sales and Marketing
On March 23, 1999, Premier Graphics employed 177 salespeople across all of
its divisions, a majority of which are paid on a commission basis. We market our
services based primarily on quality and responsiveness and, to a lesser degree,
on price. Through our salespeople and other management professionals, we
maintain strict control of the printing process from the time a prospective
customer is identified through the scheduling, prepress, printing and postpress
operations. Our business is principally service-oriented, and our operating
philosophy emphasizes responding rapidly to customer requirements and producing
high quality products. Responsiveness is essential because of the typically
short lead time on most general commercial printing jobs. Premier Graphics, like
other general commercial printing companies, is designed to maintain maximum
flexibility to meet customer needs both on a scheduled and an emergency basis.
We believe that a well trained, experienced sales force is a vital
component of our internal growth strategy. In addition to the training provided
with respect to Master Central, we have implemented a training program designed
to enhance the effectiveness and knowledge of our sales force. The general
commercial printing business requires a substantial amount of interaction with
customers, including personal sales calls, art work and computer disk reviews,
reviews of color and other proofs and "press checks" (customer approval of the
printed piece while it is being printed).
Each of our divisions employs salespeople who are knowledgeable about the
industry and the printing capabilities of the division they serve. As a result
of the implementation of Master Central, each salesperson will also be trained
in the printing capabilities at each of the other divisions. Our sales
philosophy stresses frequent sales calls on existing customers and constant
marketing to prospective new customers. Each division emphasizes to its
customers the breadth and sophistication of the particular division's printing
capacity and the printing capacity of Premier Graphics as a whole, the speed and
quality of its service and the personal attention offered by its salespeople. In
addition to soliciting business from existing and prospective customers, the
salespeople act as liaisons between customers and production personnel and
provide technical advice and assistance to customers throughout the printing
process.
The general commercial printing industry is characterized by strong
relationships between the purchasers of printing services and the salespeople
who service their accounts. We believe that it is important to retain its
existing sales force and attract new salespeople. We believe that our existing
compensation structure is competitive with other companies in the general
commercial printing industry. Moreover, because we generally can offer greater
capacity and a broader array of capabilities than smaller, locally-owned general
commercial printing companies, Premier Graphics believes it can successfully
compete with these other printing companies to hire additional qualified
salespeople.
Purchasing and Raw Materials
As a result of centralized purchasing, we believe we will be able to take
advantage of volume discounts and rebates from manufacturers and suppliers of
paper, film, printing plates and ink that would be unavailable to the divisions
on a stand-alone basis. We purchase various materials, including paper, prepress
supplies, printing plates, ink, film, chemicals, solvents, glue and wire, from a
number of national and local suppliers. Paper is generally the largest cost item
for general commercial printing companies, including Premier Graphics. Our paper
costs were approximately 26.0% of revenue for the year ended December 31, 1998.
We do not maintain a significant inventory of paper and are generally able to
pass the cost of the paper through to our customers. We have in place pricing
arrangements with five paper suppliers which provide for discounts and rebates
based on volume.
We are currently in the process of negotiating national purchasing
arrangements with other major suppliers and manufacturers. We anticipate that
each division will order the goods and services as needed either in accordance
with the terms set forth in the national purchasing arrangements, if applicable,
or on a local basis. We will receive input from
7
each division on market conditions, local supplier service and product
developments which will enable us to continually maximize the benefits of these
master purchasing arrangements.
We have not experienced any significant difficulty in obtaining raw
materials necessary for our operations.
Competition
We compete with a substantial number of other general commercial printing
companies. Because of the nature of our business, most of our competition is
confined to local printing markets. The major competitive factors in our
business are the quality of customer service, the quality of finished products
and price. Our ability to compete effectively in providing customer service and
quality finished products is primarily dependent on production and distribution
capabilities, the availability of equipment and the ability to perform the
services with speed and accuracy. We believe we compete effectively in all of
these areas.
Although the general commercial printing industry in the United States
remains highly fragmented, recent technological developments and over-capacity
in the industry have increased industry consolidation and competitive pressures.
Moreover, we compete for potential acquisition candidates with other printing
industry consolidators, some of which have greater financial resources than we
do.
Employees
On March 23, 1999, we had approximately 1,900 employees. Less than five
percent of our employees are members of the Graphic Communications Union. These
employees work under a collective bargaining agreement which expires on March
31, 2000. We believe our relationship with our employees, including those
covered by a collective bargaining agreement, is good.
Government and Environmental Regulation
Our manufacturing operations are subject to numerous federal, state and
local laws and regulations relating to human health and safety and the
environment. These laws and regulations address and regulate, among other
matters, wastewater discharge, air quality and the generation, handling,
storage, treatment, disposal and transportation of solid and hazardous wastes
and releases of hazardous substances into the environment. In addition, third
parties and governmental agencies in some cases have the power under such laws
and regulations to require remediation of environmental conditions and, in the
case of governmental agencies, to impose fines and penalties. We make capital
expenditures from time to time to stay in compliance with applicable laws and
regulations.
We have obtained all permits and approvals and filed all registrations
required for the conduct of our business, except where the failure to obtain any
permit or approval or file any registration would not have a material adverse
effect on our business, financial condition or results of operations. We are in
compliance in all material respects with the numerous federal, state and local
laws and regulations and permits, approvals and registrations relating to human
health and safety and the environment except where noncompliance would not have
a material adverse effect on our business, financial condition or results of
operations.
In connection with our acquisitions, each of our properties has been
subjected to a Phase I environmental site assessment (which does not involve
invasive procedures, such as soil sampling or ground water analysis) by
independent environment consultants. The purpose of a Phase I environmental site
assessment is to identify potential sources of contamination for which we may be
responsible and to assess the status of environmental regulatory compliance. We
conduct further environmental testing when we believe it prudent and advisable.
The Phase I environmental site assessment obtained for the property used by
the Stephenson Printing Division revealed that there are two underground storage
tanks listed with the Virginia Department of Environmental Quality as "currently
in use" on the property. The owner of the property has informed Premier Graphics
that the underground
8
storage tanks were removed in the mid-1980's, although there is no documentation
of the removal of the tanks. The storage tanks were previously used for the
storage of alcohol and solvent. There is a potential for soil or groundwater
contamination on the property if there were any releases from the underground
storage tanks.
The Phase I environmental site assessment obtained for the property used by
our Columbia Graphics Division disclosed that asbestos-containing materials may
be present in building materials. We intend to conduct an asbestos survey and
remove and/or abate any friable asbestos that we find. The Phase I study also
pointed out possible deficiencies in the filing and record-keeping practices of
the division. Therefore, we also intend to further study these practices, as
well as the waste disposal practices of the division.
No other environmental testing has revealed any environmental condition,
liability or compliance concern that we believe would have a material adverse
effect on our business, assets or results of operations, nor are we aware of any
such condition, liability or concern by any other means. However, it is possible
that the environmental testing relating to any one of the properties did not
reveal all environmental conditions, liabilities or compliance concerns. It is
also possible that there are material environmental conditions, liabilities or
compliance concerns that arose at a property after the related review was
completed. If environmental contamination exists or existed at a property, we
may be liable for the costs of removal or remediation of the contamination and
may be liable for personal injury or similar claims by private plaintiffs.
Moreover, if there is an environmental compliance issue, we may be liable for
the costs of and penalties associated with any action necessary to correct this
deficiency. The existence of environmental liabilities with regard to a property
could adversely affect our ability to sell or borrow against that property.
No assurances can be given that all potential environmental liabilities
have been identified or properly quantified or that any prior owner, operator,
or tenant has not created an environmental condition unknown to Premier
Graphics. Moreover, no assurances can be given that
. future laws, ordinances or regulations will not impose any material
environmental liability or
. the current environmental condition of the properties will not be
affected by the condition of land or operations in the vicinity of the
properties (such as the presence of underground storage tanks), or by
third parties.
Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on us. Such costs could have a material
adverse effect on our business, financial condition and results of operations.
Item 2. Properties.
Our principal facilities are described in the table below. All of the
listed facilities contain office, production and storage space. Our facilities
are suitable and adequate for our current needs.
Approximate
Facility and Location Owned/Leased Building Space
- --------------------- ------------ --------------
(Square Feet)
Master Graphics, Inc.
Memphis, Tennessee...................... Leased 3,000
B&M Printing Division
Memphis, Tennessee...................... Leased 70,000
Blackwell Lithographers Division
Ridgeland, Mississippi.................. Owned 18,000
Lithograph Printing Division
Memphis, Tennessee...................... Leased 64,000
9
Approximate
Facility and Location Owned/Leased Building Space
- --------------------- ------------ --------------
(Square Feet)
Sutherland Printing Division
Ozark, Missouri......................... Owned 15,000
Sutherland Printing Division
Montezuma, Iowa......................... Owned 33,000
Argus Press Division
Niles, Illinois......................... Leased 56,000
Phoenix Communications Division
Chamblee, Georgia....................... Leased 67,000
King Mailing Services Division
Chamblee, Georgia....................... Leased 10,400
Jones Printing Division
Chattanooga, Tennessee.................. Leased 31,000
Jones Printing Division
Chattanooga, Tennessee.................. Leased 16,500
Hederman Brothers Division
Ridgeland, Mississippi.................. Leased 72,000
Phillips Litho Division
Springdale, Arkansas.................... Owned 73,800
Harperprints Division
Henderson, North Carolina............... Leased 55,000
McQuiddy Printing Division
Nashville, Tennessee.................... Owned 83,400
Golden Rule Printing Division
Huntsville, Alabama..................... Leased 65,000
The Printing Company Division
Indianapolis, Indiana................... Leased 22,000
Stephenson Printing Division
Alexandria, Virginia.................... Leased 94,000
Technigrafiks Division
Houston, Texas.......................... Leased 30,300
Woods Lithographics Division
Phoenix, Arizona........................ Leased 54,500
White Arts Division
Indianapolis, Indiana................... Owned 64,000
Columbia Graphics Division
Chicago, Illinois....................... Leased 80,000
Item 3. Legal Proceedings.
From time to time we are involved in litigation relating to claims arising
in the normal course of business. We maintain insurance coverage against
potential claims in an amount which we believe to be adequate. While the
outcome of lawsuits or other proceedings against us cannot be predicted with
certainty, we do not believe these matters whether or not covered by insurance
will have a material adverse effect on our business or financial position,
individually or in the aggregate.
Item 4. Submission of Matters to Vote of Security Holders.
None.
10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Master Graphics' common stock is traded on the Nasdaq National Market
(symbol: MAGR). Prior to June 10, 1998, there was no public market for Master
Graphics' common stock. As of March 23, 1999, there were 200 shareholders
of record, and, based on securities position listings, we believe that there are
in excess of 1,600 beneficial owners of the common stock.
The following table reflects the range of the high and low sales prices for
Master Graphics' common stock for the periods indicated.
Fiscal 1998 - Quarter Ended High Low
------- ------
June 10 - June 30, 1998..................... 9.50 9.00
September 30, 1998.......................... 9.875 4.875
December 31, 1998........................... 7.00 4.875
Master Graphics currently intends to retain all future earnings to finance
the continuing development of its business and does not anticipate paying cash
dividends on the common stock in the foreseeable future. Any payment of cash
dividends in the future will depend upon the financial condition, future loan
covenants, capital spending requirements and earnings of Master Graphics, as
well as other factors the Board of Directors may deem relevant. Master Graphics
is dependent upon the transfer of funds from Premier Graphics, its operating
subsidiary, which, under Premier Graphics' credit facilities, is subject to
restrictions on its ability to pay dividends to Master Graphics and is generally
limited by specific amounts or amounts in relation to the profitability of
Premier Graphics.
In August 1998, Master Graphics issued 213,333 shares of its common stock
valued at $1,280,000 to the sellers in partial consideration for its acquisition
of Golden Rule Printing. Additionally, in March 1999, Master Graphics issued
43,029 shares of its common stock valued at $250,000 to the sellers in partial
consideration for the acquisition of Woods Lithographics. All of those shares of
common stock were issued by Master Graphics in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
and the rules and regulations adopted thereunder, as transactions by the issuer
not involving a public offering.
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Item 6. Selected Financial Data.
The following table sets forth selected financial and operating information
on an historical basis for Master Graphics and its predecessor. The following
information should be read in conjunction with the historical financial
statements of Master Graphics, including the related notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein.
Six Months
Year ended June 30, (1) Ended Year ended
--------------------------------------------- December 31, December 31,
1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------------ ------------
(in thousands, except per share amounts)
Income Statement Data:
Revenue.......................... $10,804 $11,426 $13,244 $13,433 $32,394 $163,277
Gross profit..................... 2,706 2,498 3,288 2,121 5,866 41,937
Depreciation and amortization.... 867 747 605 623 1,413
Operating income (loss).......... 119 (72) 597 (900) (222) 14,054
Net income (loss) before
extraordinary loss (2).......... (92) (209) 172 (1,273) (3,819) 3,973
Net income....................... (92) (209) 172 (1,273) (3,819) 1,875
Earnings (loss) per share before
extraordinary item:
Basic.......................... $ (0.02) $ (0.05) $ 0.04 $ (0.32) $ (0.95) $ 0.62
Diluted........................ $ (0.02) $ (0.05) $ 0.04 $ (0.32) $ (0.95) $ 0.60
Balance Sheet Data (as end of
period):
Total Assets..................... $ 6,330 $ 6,102 $ 6,426 $37,215 $86,384 $207,876
Working capital.................. 866 765 1,286 3,056 6,691 47,925
Long-term obligations............ 3,566 3,382 32,794 30,612 69,317 145,147
Redeemable common stock
warrants........................ - - - 638 3,376 -
Redeemable preferred stock....... - - - - - 1,437
Shareholders' equity (deficit)... 1,880 1,671 1,843 780 (1,596) 36,192
(1) Effective January 1, 1998, Master Graphics changed its annual accounting
period to a calendar year.
(2) The Company incurred an after-tax extraordinary loss in June 1998 of
approximately $2.1 million ($0.34 per share basic and $.033 per share
diluted) related to the write-off of deferred financing costs and
unamortized debt discounts resulting from the repayment of certain
indebtedness in connection with Master Graphics' initial public offering of
common stock.
12
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion should be read in conjunction with the historical
consolidated financial statements and related notes of Master Graphics and
Selected Financial Data included elsewhere in this report on Form 10-K.
Introduction
From June 1997 through December 31, 1998, Master Graphics had acquired 14
general commercial printing companies which Master Graphics believes are market
leaders in their respective geographic areas in terms of customer service,
responsiveness and quality. Master Graphics acquired three commercial printing
companies in March, 1999. Master Graphics financed the cash portion of the
purchase price for the acquired companies primarily with debt. See Business--
Acquired Companies for information regarding the consideration paid for the
acquired companies. Each acquisition was accounted for as a purchase, and any
purchase price in excess of the fair value of the assets acquired was allocated
to goodwill which is amortized over 40 years. A substantial portion of this non-
cash expense will likely be non-deductible for tax purposes. Master Graphics'
results of operations are also impacted by the effects of purchase accounting
applied to in-process inventory acquired. Such inventory is recorded at its fair
value, which may include manufacturing profit not otherwise recognizable until
the goods are sold. The resulting cost of sales when such goods are sold,
usually in the period immediately following the acquisition date, may be
substantially higher than in a period when acquisitions are not being made.
The acquired companies were all closely-held businesses and several were S
corporations. In many cases, the tax structure influenced the historical level
of owners' compensation. Many of the owners have agreed to certain
reductions in their compensation and benefits following the acquisition by
Master Graphics.
Results of Operations
The following table sets forth certain financial data for the periods
indicated (dollars in millions) and such results as a percentage of revenue.
Six months ended
Year ended June 30, December 31, Year Ended
------------------------------- -------------------------------- December 31,
1996(1) 1997(1) 1996 1997(2) 1998
------------- ------------- ------------- -------------- --------------
Revenue..................... $13.2 100.0% $13.4 100.0% $ 6.4 100.0% $32.4 100.0% $163.3 100.0%
Gross profit................ 3.3 25.0 2.1 15.7 1.0 15.7 5.9 18.2 41.9 25.7
Selling, general and
administrative expenses.... 2.7 20.5 3.0 22.4 1.3 20.3 6.0 18.5 26.9 16.5
Operating income (loss)..... 0.6 4.5 (0.9) (6.7) (0.3) (4.7) (0.2) (0.6) 14.1 8.6
Interest expense............ (0.4) (3.0) (0.4) (3.0) (0.2) (3.1) (2.2) (6.8) (10.3) (6.3)
Income tax expense
(benefit).................. 0.2 1.5 -- -- -- -- -- -- 0.6 0.9
Net earnings (loss) before
extraordinary loss......... 0.2 1.5 (1.3) (9.7) (0.4) (6.3) (3.8) (11.7) 4.0 2.4
Extraordinary loss (2)...... -- -- -- -- -- -- -- -- (2.1) (1.3)
Net earnings (loss)......... $ 0.2 1.5% $(1.3) (9.7)% $(0.4) (6.3)% $(3.8) (11.7%) $ 1.9 1.2%
(1) The results of operations for all periods through June 30, 1997 effectively
reflect only the operations of B&M Printing.
(2) Effective January 1, 1998, Master Graphics changed its annual accounting
period to a calendar year.
(3) The Company incurred an extraordinary loss in June 1998 of approximately
$2.1 million (net of tax benefit of $1.5 million) related to the write-off
of deferred financing costs and unamortized debt discounts resulting from
the repayment of certain indebtedness in connection with Master Graphics'
initial public offering of common stock.
13
Year Ended December 31, 1998 Compared To Year Ended June 30, 1997
Revenue. Revenue increased from $13.4 million for the year ended June 30,
1997 to $163.3 for the year ended December 31, 1998. Revenue growth was
attributable primarily to our acquisition of 14 general commercial printing
companies in 1997 and 1998.
Gross Profit. Gross profit increased from $2.1 million for the year ended
June 30, 1997 to $41.9 million for the year ended December 31, 1998. The
increase in gross profit was attributable primarily to our acquisitions in 1997
and 1998. Gross profit as a percentage of sales increased to 25.7% for the year
ended December 31, 1998, from 15.7% in the year ended June 30, 1997. The 1997
gross profit percentage, which as stated above relates only to the operations
of B&M Printing, was negatively impacted by an increase in lease expense and
labor costs related to a then newly-installed and initially under-utilized web
press.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $3.0 million for the year ended June 30,
1997 to $26.9 million for the year ended December 31, 1998. Selling expenses
increased primarily due to increasing revenue mentioned above.
Interest Expense. Interest expense increased from $0.4 million for the year
ended June 30, 1997 to $10.3 million for the year ended December 31, 1998. A
substantial portion of the purchase price for each of our acquisitions was
financed with debt. Accordingly, the increase in interest expense is primarily
attributable to our acquisition program and related financing activities.
Extraordinary Loss. Master Graphics incurred an extraordinary loss in 1998
of approximately $2.1 million (net of tax benefit of $1.5 million) related to
the write-off of deferred financing costs and unamortized debt discounts
resulting from the repayment of certain indebtedness in connection with Master
Graphics' initial public offering.
Year Ended June 30, 1997 Compared to Year Ended June 30, 1996
Revenue. Revenue was relatively unchanged, increasing approximately 1.5%
from $13.2 million for the year ended June 30, 1996 to $13.4 million for the
year ended June 30, 1997. Revenue growth was attributable to the addition of an
eight-color heat set web press.
Gross Profit. Gross profit decreased 36.4% from $3.3 million for the year
ended June 30, 1996 to $2.1 million for the year ended June 30, 1997. Gross
margin decreased from 25.0% to 15.7% from the year ended June 30, 1996 to the
corresponding period in 1997. The decrease in gross profit was primarily
attributable to the increased labor costs and lease expense associated with
operation of the new web press.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 11.1% from $2.7 million for the year ended
June 30, 1996 to $3.0 million for the year ended June 30, 1997. The increase was
primarily attributable to increases in sales commissions and in sales support
salaries.
Interest Expense. Interest expense remained relatively consistent at
approximately $0.4 million in the year ended June 30, 1996 and in the year ended
June 30, 1997.
Six Months Ended December 31, 1997 Compared to Six Months Ended December 31,
1996.
Revenue. Revenue increased 406% from $6.4 million for the six months ended
December 31, 1996 to $32.4 million for the six months ended December 31, 1997.
The increase in revenue was primarily volume driven and attributable to the six
acquisitions during the seven months ended December 31, 1997.
Gross Profit. Gross profit increased 490% from $1.0 million for the six
months ended December 31, 1996 to $5.9 million for the six months ended December
31, 1997. Gross profit percentage increased from 15.7% to 18.2% from
14
the six months ended December 31, 1996 to the six months ended December 31,
1997. The increase in gross profit percentage was due primarily to the
marginally higher average gross profit percentage of the businesses acquired.
The increase in absolute gross profit was primarily attributable to our
increasing revenue which was driven by acquisitions.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 362% from $1.3 million for the six months
ended December 31, 1996 to $6.0 million for the six months ended December 31,
1997. This increase was primarily attributable to the increases in selling costs
that accompany the volume increases during the same period.
Interest Expense. Interest expense increased from $0.2 million for the six
months ended December 31, 1996 to $2.2 million for the six months ended December
31, 1997. The increase related to increasing amounts of borrowed funds for our
acquisition strategy.
Liquidity and Capital Resources
Our primary cash requirements are for debt service, capital expenditures,
acquisitions and working capital. Historically, we have financed our operations
and equipment purchases with cash flow from operations, capital leases and
secured loans through commercial banks or other institutional lenders and credit
lines from commercial banks. We have financed our acquisitions primarily with
funds under a credit facility as well as subordinated notes payable to former
owners of the acquired companies. Working capital on December 31, 1998 was $47.9
million, an increase of $41.2 million from December 31, 1997.
During the approximate eighteen months since the inception of our
acquisition strategy in June 1997, we have effectively financed the cash portion
of our acquisitions, $146.0 million, with borrowings from our credit facility
and notes offering and with proceeds from our initial public offering of common
stock. During that same period of time, cash flows from operating activities
have generated approximately $6 million. The majority of the December 31, 1998
cash balance of approximately $13.5 million was related to the proceeds from the
December 1998 notes offering. That amount along with $18.5 million of borrowings
under the credit facility were used in March 1999 to finance the cash portion of
three acquisitions. For the year ended December 31, 1998, we used approximately
$90 million of cash for business acquisitions which was funded with $3.3 million
in cash flow from operations with the balance funded from financing activities.
Our cash position increased $12.3 million during the year ended December 31,
1998, all of which was created through financing activities.
Through the third quarter of 1998, our largest source of capital had been
the credit facility with General Electric Capital Corporation which originally
closed in September 1997 and was periodically increased to provide for the
funding of acquisitions completed since that time. In the second quarter of
1998, we completed an initial public offering of common stock, the net proceeds
of which were used primarily to repay approximately $25 million of debt
outstanding under the credit facility along with $4 million of other debt.
During the fourth quarter of 1998, we completed the notes offering the proceeds
of which were used to repay substantially all of the debt under our credit
facilities as well as to acquire Technigrafiks.
Subsequent to December 31, 1998, we have acquired three additional
businesses, which were financed primarily with cash previously generated by the
notes offering and by $18.5 million borrowed under the credit facility. In
addition, we entered into an amended and restated loan and security agreement
with General Electric Capital Corporation, as agent. The $80 million senior
secured credit facility consists of two term loan facilities each of $30 million
and a revolving credit facility of $20 million. Loans made under the term loan
facilities and the revolving credit facility may bear interest based upon LIBOR
or the "Base Rate," which is the prime rate for corporate loans from U.S.
financial institutions as published by The Wall Street Journal from time to
time. The Term Loan A facility bears interest at a floating rate equal to LIBOR
plus 2.5% for loans bearing interest based upon LIBOR or the Base Rate for loans
bearing interest based upon the Base Rate. The Term Loan B Facility bears
interest at a floating rate equal to LIBOR plus 3.0% for loans bearing interest
based upon LIBOR or the Base Rate plus .5% for loans bearing interest based upon
15
the Base Rate. The revolving credit facility bears interest at a floating rate
equal to LIBOR plus 2.5% for advances bearing interest based upon LIBOR or the
Base Rate for advances bearing interest based upon the Base Rate. The Term Loan
A facility matures in March 2004, and principal is payable in quarterly
installments equal to 1/20th of the principal amount advanced, with the balance
due at maturity. The Term Loan B facility matures in March 2005 with quarterly
principal payments equal to 2% of the principal amount advanced with a final
balloon payment at maturity. The revolver, which has certain borrowing base
limitations, is repayable in full in March 2004.
The security for the credit facility includes a lien on all of the assets
of Premier Graphics, as well as a pledge by Master Graphics on all of the issued
and outstanding stock of Premier Graphics. Under the credit facility, we are
required to maintain certain financial tests and ratios including, but not
limited to, a covenant requiring a minimum
level of prepayment of the term loan facilities based on 50% of annual excess
cash flows.
Master Graphics financed a portion of the aggregate amount paid for certain
of the acquired companies by issuing unsecured subordinated notes ("seller
notes") to the former owners of these companies. The total principal amount of
seller notes issued was approximately $14.9 million. Master Graphics also issued
unsecured subordinated notes ("replacement notes") to the former owners of
Hederman and Phoenix which replaced notes between such companies and their
owners. The aggregate principal amount of replacement notes issued by Master
Graphics was approximately $5.3 million. In connection with the acquisition of
B&M Printing by John Miller, Master Graphics issued approximately $1.3 million
of unsecured subordinated notes (the "B&M Notes") to the former owners of B&M
Printing.
In connection with the December, 1998 closing of the offering of $130
million of 11 1/2% Senior Notes due 2005, Master Graphics restructured
approximately $12.5 million of seller notes and seller replacement notes to have
the following features: (i) balloon maturity date of June 30, 2006; (ii) monthly
interest payments at 12% per annum if paid when due or, if not paid when due,
interest will accrue at 16% per annum until all accrued interest has been paid;
(iii) no restrictive covenants; and (iv) no rights or remedies against Master
Graphics until maturity. In addition, Master Graphics used approximately $4.8
million of the net proceeds of the senior notes offering to repay amounts
outstanding under the B&M Notes and certain seller notes or seller replacement
notes. The remaining $4.0 million of Seller Notes and Replacement Notes
generally (i) bear interest at 12% per annum which is payable quarterly; (ii)
are subject to prepayment at the option of Master Graphics only upon payment of
a penalty which equals 20% of the amount prepaid; and (iii)mature seven years
from the date of issuance.
As part of the respective purchase agreements, we have agreed to pay the
former owners of eleven of the acquired companies additional purchase price
consideration if such companies surpass certain EBITDA-based targets, which
generally exceed the pre-acquisition performance levels of those companies.
Reaching these targets will result in additional cash inflow to us arising from
the incremental EBITDA above the targets and additional cash outflow from the
consideration required to be paid. The periods for which the targets will be
measured vary for each of the companies, and the measurement periods range from
one year to five years of operations. For some of the companies, additional
consideration will be payable by us annually for each year in which the EBITDA-
based target is surpassed, and for other companies, only a single lump sum
payment will be made by us if the performance of the company exceeds the target.
The maximum additional purchase price consideration payable to the former owners
of ten of the companies is limited to a specified amount. The amount of
additional consideration payable to the former owners of the other company is
not limited once the EBITDA-based target is surpassed. We will pay former owners
at least $900,000 of additional purchase price consideration in 1999, although
we could become liable to pay former owners as much as $7.7 million in this
year. Thereafter, assuming that the former owners become entitled to receive the
maximum amount of additional purchase price consideration at the earliest
possible time, we would pay the former owners, over $17.9 million in 2000, over
$4.1 million in 2001, and $6.5 million in 2002. Any additional purchase price
consideration is payable in cash, which will be recorded as additional goodwill
and amortized into income over approximately 40 years.
We anticipate that our cash flow from operating activities will provide
cash adequate to finance its normal working capital needs, debt service
requirements and planned capital expenditures for property and equipment which
is currently anticipated to be approximately $5 million annually, no material
amount of which are under firm commitments. Master Graphics is dependent upon
the cash flow of and the transfer of funds from Premier Graphics, its
16
operating subsidiary, which, under its various credit facilities, is subject to
restrictions on its ability to pay dividends to Master Graphics and is generally
limited by specific amounts or amounts in relation to the profitability of
Premier Graphics. To the extent that cash flow from operating activities is
insufficient to fund the payment of any additional purchase price consideration,
we intend to finance the payment of such consideration through its credit
facilities.
We currently believe that our existing cash balances, funds available under
our credit facility and funds expected to be generated from operations will
provide sufficient funds to finance our operations for at least the next 12
months. Considering our operating cash flow in the short-term, we can adequately
dispose of our current obligations including interest and principal of
outstanding debt. In addition, the operating cash flow should provide adequate
liquidity to meet our anticipated capital expenditure plans. We may not be able
to continue our acquisition strategy without ongoing financing from third
parties.
Year 2000
Like many other companies, the Year 2000 computer issue creates risks for
us. If internal systems do not correctly recognize and process date information
beyond the year 1999, there could be an adverse impact on our operations. There
are two other related issues which could also lead to incorrect calculations or
failures: (i) some systems' programming assigns special meaning to certain
dates, such as 9/9/99, and (ii) the year 2000 is a leap year. The Year 2000
compliance issues stem from the computer industry's practice of conserving data
storage by using two digits to represent a year. Systems and hardware using this
format may process data incorrectly or fail with the use of dates in the next
century. These types of failures can influence applications that rely on dates
to perform calculations (such as an accounts receivable aging report), as well
as systems such as building security and heating.
We believe our internal exposure to Year 2000 issues is limited to the
purchase of computer hardware, and to a lesser extent software, at certain of
its locations. We have initiated a program that includes a review of all
computers, software and related date-sensitive equipment used in the management
of print jobs, office automation, accounting, process control and other
applications. This review program consists of both information technology and
non-information technology systems. We expect our corrective action resulting
from the review to be completed during the third quarter of 1999. Testing at
each division will commence as action plans are completed. By September 30,
1999, we expected to have completed the review, remediation, testing and
implementation phases in all critical areas. We anticipate that the cost of such
corrective actions will be approximately $750,000 for the existing divisions.
The due diligence process for new acquisitions by the Company includes a Year
2000 assessment, with corrective action plans scheduled for immediate
implementation.
We believe our Year 2000 risk areas are focused on the loss of its ability
to operate due to (i) equipment malfunction or (ii) customer inability to
forward electronic images due to its own Year 2000 malfunctions. As part of the
investigation process, our suppliers and other service vendors have been asked
to provide documentation on their Year 2000 compliance status, and the majority
have provided us with compliance assurances. Non-compliant suppliers are subject
to replacement. Each operating division has assigned a Year 2000 compliance
officer responsible for identifying local problem areas and managing corrective
actions. We also believe we have the capability in place to provide expertise to
customers to develop the electronic images necessary for respective print jobs.
While we have requested and received Year 2000 compliance status reports
from customers and suppliers, we have not received completed information in all
respects. If a majority of our key suppliers of raw materials such as paper,
plates and film have a disruption in their ability to supply us, the results
could have a material adverse affect on us. In addition, if key customers have
disruptions in their operations due to Year 2000 compliance issues, the results
could have a material adverse affect on us due to the customers' reallocation of
resources. We are also developing contingency plans, which by their nature will
continue to evolve; with regard to a worst case Year 2000 scenario in which a
particular division is unable to perform, plans are being developed, and should
be finished in the second quarter of 1999, to shift work to other divisions.
17
Impact of Recently Issued Accounting Standards
We do not believe that any recently issued accounting standards which have
not yet been adopted will have a material impact on our consolidated financial
statements. SFAS 133, Accounting for Derivative Financial Instruments, which
will be effective for our year ending December 31, 2000, is not expected to have
a material impact on our financial statements because SFAS 133 deals with
derivative financial instruments, which presently are not instruments that we
are involved in to a material extent. SFAS 131, Disclosure About Segments of an
Enterprise and Related Information, which is effective for our year ended
December 31, 1998 has not had a material impact on our financial statement
disclosures since we consider ourselves to be in the single reporting segment of
general commercial printing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market risks were not material at December 31, 1998. As of that date,
substantially all of our interest bearing indebtedness bore interest on a fixed
rate basis. We do not currently deal in any derivative instruments nor are we
exposed to any currency translation fluctuations. We do not have any commodity
derivative instruments because we generally pass any paper price fluctuations
through to our customers using the product pricing.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Company, together with the
report thereon of KPMG LLP, independent auditors, are set forth on pages F-1 to
F-21 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
18
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information called for by this item with respect to the directors of
Master Graphics is incorporated herein by reference to Master Graphics' Proxy
Statement for its Annual Meeting of Shareholders to be held on or about May 19,
1999, to be filed with the SEC pursuant to Regulations 14A under the Securities
Exchange Act of 1934, as amended.
The following table sets forth certain information concerning the executive
officers of Master Graphics:
Name Age Position
- ---- --- --------
John P. Miller......... 44 Chairman of the Board; Chief Executive Officer
and President
Lance T. Fair.......... 35 Senior Vice President--Acquisitions; Chief
Financial Officer and Secretary
Robert J. Diehl........ 56 Chief Operating Officer
P. Melvin Henson, Jr... 41 Senior Vice President--Finance and
Administration; Chief Accounting Officer
Donald H. Goldman...... 62 Senior Vice President; Chief Information Officer
James B. Duncan........ 55 Senior Vice President--Sales and Marketing
John P. Miller has been Chairman of the Board of Directors, Chief Executive
Officer and President of Master Graphics since its inception. Prior to assuming
his position with the Company, Mr. Miller was the Chairman of the Board of
Directors and Chief Executive Officer of B&M Printing from December 1992 to June
1997.
Lance T. Fair has been the Senior Vice President--Acquisitions, Chief
Financial Officer and Secretary of Master Graphics since September 1997. From
July 1995 until he joined the Company, Mr. Fair was Vice President and Chief
Financial Officer of Warterfield Holdings, Inc. From June 1989 to July 1995, Mr.
Fair was a principal at Asset Services, L P., a Memphis, Tennessee-based mergers
and acquisition advisory firm.
Robert J. Diehl has been the Chief Operating Officer of Master Graphics
since January 1998. Mr. Diehl has over 25 years of experience in the general
commercial printing industry. From January 1994 to December 1997, Mr. Diehl was
President of Hollis Digital Imaging Systems, Inc., a digital printing company
located in Tucson, Arizona. From 1989 to December 1993, Mr. Diehl was Managing
Director of R.H. Rosen Associates, Inc., a printing industry consulting firm.
P. Melvin Henson, Jr. has been the Senior Vice President--Finance and
Administration and Chief Accounting Officer of Master Graphics since December
1997. From July 1979 to December 1997, Mr. Henson was employed in a variety of
financial management positions with International Paper Company including
Manager--Finance for International Paper's business process redesign project and
controller for International Paper's pulp and paper manufacturing facility in
Erie, Pennsylvania.
Donald H. Goldman has been a Senior Vice President and the Chief
Information Officer of Master Graphics since July 1998. From 1981 through June
1998, Mr. Goldman served as the President of ConsultWare, Inc., a graphic arts
consulting firm located in Marblehead, Massachusetts. Mr. Goldman has been a
consultant and speaker to trade
19
organizations within the printing industry. Mr. Goldman also serves on the
advisory board for CIMS Print, an educational and research service for the
printing industry sponsored by the Rochester Institute of Technology.
James B. Duncan has been the Senior Vice President--Sales and Marketing of
Master Graphics since October 1997. From November 1996 to September 1997, Mr.
Duncan operated a consulting practice focused on sales training and management.
From April 1989 to October 1996, Mr. Duncan was a Division President for Smith &
Nephew PLC, where he directed global operations for the Center of Excellence for
Smith Nephew's ear, nose and throat products.
There are no family relationships among any of the executive officers of
Master Graphics.
Item 11. Executive Compensation
The information called for by this item is incorporated herein by reference
to Master Graphics's Proxy Statement for its Annual Meeting of Shareholders to
be held on or about May 19, 1999, to be filed with the SEC pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information called for by this item is incorporated herein by
reference to Master Graphics's Proxy Statement for its Annual Meeting of
Shareholders to be held on or about May 19, 1999, to be filed with the SEC
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended.
Item 13. Certain Relationships and Related Transactions.
The information called for by this item is incorporated herein by
reference to Master Graphics's Proxy Statement for its Annual Meeting of
Shareholder to be held on or about May 19, 1999, to be filed with the SEC
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this Annual Report on
Form 10-K:
1. Financial Statements:
See the Index to Financial Statements of Master Graphics, Inc. and
subsidiaries on page F-1 hereof.
2. Financial Statement Schedules:
Financial Statement Schedules are omitted because of the absence of the
conditions under which they are required or because the required
information is included in the financial statements on the notes thereto.
3. Exhibits
Exhibit
Number Description
- ------ -----------
3.1* Charter of Master Graphics, Inc. (Exhibit 3.1)
3.2* Bylaws of Master Graphics, Inc. (Exhibit 3.3)
4.1** Indenture, dated December 11, 1998, among Premier Graphics, Inc., as
issuer, Master Graphics, Inc. and Harperprints, Inc., as guarantors, and
United States Trust Company of New York, as trustee, relating to the 11
1/2% Senior Notes due 2005 (the "Indenture") (Exhibit 4.1)
4.2** Form of 11 1/2% Senior Note due 2005 of Premier Graphics, Inc. (the "Old
Note") (Exhibit 4.2)
4.3** Form of 11 1/2% Senior Note due 2005 of Premier Graphics, Inc. (the
"Exchange Note") (Exhibit 4.3)
4.4** Form of Guarantee of Master Graphics, Inc. (Exhibit 4.4)
4.5** Registration Rights Agreement, dated as of December 11, 1998, by and
among Premier Graphics, Inc., Master Graphics, Inc., Harperprints,
Inc. and the Initial Purchasers relating to $130,000,000 aggregate
principal amount of Old Notes (Exhibit 4.5)
4.6** Form of First Supplemental Indenture between Premier Graphics, Master
Graphics and United States Trust Company of New York, as trustee
(Exhibit 4.6)
10.1* Employment Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and John P. Miller+++ (Exhibit 10.23)
10.2* Employment Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and Robert J. Diehl+++ (Exhibit 10.24)
10.3* Employment Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and P. Melvin Henson, Jr.+++ (Exhibit 10.25)
10.4* Employment Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and Lance T. Fair+++ (Exhibit 10.26)
10.5* Employment Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and James B. Duncan+++ (Exhibit 10.27)
10.6+ Employment Agreement dated as of July 1, 1998 between Master
Graphics, Inc. and Donald Goldman+++ (Exhibit 10.3)
10.7* Noncompetition Agreement dated as of March 1, 1998 by and between
Master Graphics, Inc. and H. Henry Hederman, Jr. (Exhibit 10.32)
10.8* Stock Purchase Agreement dated as of March 1, 1998 between Master
Graphics, Inc. and H. Henry Hederman, H. Henry Hederman, Jr., and Martha
Dean Hederman, as Trustee of the H. Henry Hederman Grandchild Trust No.
1 U/A dated 12/31/87, and Martha Dean Hederman, as Trustee of the H.
Henry Hederman Grandchild Trust No. 2 U/A dated 12/31/87 (Exhibit 10.16)
10.9* Agreement and Plan of Merger dated as of March 1, 1998 between
Hederman Brothers, Inc. and Premier Graphics, Inc. (Exhibit 10.17)
10.10* Stock Purchase Agreement dated March 1, 1998 between Master
Graphics, Inc., Premier Graphics, Inc., John P. Miller and Phil
Phillips, Jr. (Exhibit 10.18)
10.11* Merger Agreement dated April 8, 1998 between Master Graphics, Inc.,
Master Acquisitionsub, Inc., and McQuiddy Printing Company (Exhibit
10.21)
10.12* Agreement and Plan of Merger between McQuiddy Printing Company and
Premier Graphics, Inc. (Exhibit 10.22)
10.13* Noncompetition Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and H. Henry Hederman, Jr. (Exhibit 10.32)
10.14* Noncompetition Agreement by and between David L. McQuiddy, III and
Master Graphics, Inc. (Exhibit 10.33)
10.15* Noncompetition Agreement dated as of March 31, 1998 by and between
Master Graphics, Inc. and Lynn H. Harper (Exhibit 10.34)
10.16* Noncompetition Agreement dated as of March 1, 1998 by and between Master
Graphics, Inc. and Phil Phillips, Jr. (Exhibit 10.35)
10.17* Commercial Lease Agreement dated March 1, 1998 by and between Phil
Phillips, Jr. and Premier Graphics, Inc., Springdale, Arkansas (Exhibit
10.44)
10.18* Commercial Lease Agreement dated January 8, 1998 by and between Crescent
Center Limited Partnership, as Lessor and Master Graphics, Inc., as
Lessee, Memphis, Tennessee (Exhibit 10.45)
10.19* Noncompetition Agreement dated as of March 31, 1998 by and between
Master Graphics, Inc. and Michael G. Harper (Exhibit 10.50)
10.20** Third Amended and Restated Loan and Security Agreement dated as of March
15, 1999 between Premier Graphics, Inc., a Delaware corporation and
General Electric Capital Corporation, a New York corporation, as a
Lender and as Agent to Lenders, Deutsche Financial Services Corporation,
a Nevada corporation, as a Lender and as Revolving Credit Agent for
Lenders and Transamerica Equipment Financial Services Corporation, a
Delaware corporation, as Lender (Exhibit 10.1)
10.21++ Stock Purchase Agreement dated as of March 15, 1999 between Premier
Graphics, Inc. and David P. Bornheoft (Exhibit 2.1)
10.22++ Agreement and Plan of Merger dated as of March 15, 1999 between
Columbia Graphics Corporation and Premier Graphics, Inc. (Exhibit 2.2)
11.1** Computation of Per Share Earnings (Exhibit 11.1)
21.1 List of subsidiaries
27.1** Financial Data Schedule (Exhibit 27.1)
* Incorporated by reference to Master Graphics' Registration Statement on
Form S-1 (Registration No. 333-49861). The parenthetical exhibit number
indicates where the exhibit is found in that filing.
** Incorporated by reference to Master Graphics' and Premier Graphics'
Registration Statement on Form S-4 (Registration Number 333-71157). The
parenthetical exhibit number indicates where the exhibit is found in that
filing.
+ Incorporated by reference to Master Graphics' Form 10-Q for the quarter
ended September 30, 1998. The parenthetical exhibit number indicates where
the exhibit is found in that filing.
++ Incorporated by reference to Master Graphics' Form 8-K filed on March 29,
1999. The parenthetical exhibit number indicates where the exhibit is
found in that filing.
+++ Compensatory plan
Reports on Form 8-K.
Form 8-K filed March 29, 1999 in connection with the acquisition of
Columbia Graphics Corporation.
20
Exhibits.
See Item 14(a)(3) above.
(d) Financial Statement Schedules.
See Item 14(a)(2) above.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MASTER GRAPHICS, INC.
By: /s/ John P. Miller
------------------------------
John P. Miller
Date: March 23, 1999
----------------------------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John P. Miller Chief Executive Officer, March 23, 1999
- --------------------------- President and Director
John P. Miller
/s/ Lance T. Fair Secretary and Chief March 23, 1999
- --------------------------- Financial Officer
Lance T. Fair
/s/ P. Melvin Henson, Jr. Chief Accounting Officer March 23, 1999
- ---------------------------
P. Melvin Henson, Jr.
/s/ H. Henry Hederman Director, President of Hederman March 23, 1999
- --------------------------- Brothers Division
H. Henry Hederman
/s/ Cary Rosenthal Director, President March 23, 1999
- --------------------------- Phoenix Division
Cary Rosenthal
/s/ Frederick F. Avery Director March 23, 1999
- ---------------------------
Frederick F. Avery
/s/ Donald L. Hutson Director March 23, 1999
- ---------------------------
Donald L. Hutson
MASTER GRAPHICS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Master Graphics, Inc. and subsidiaries:
Reports of Independent Public Accountants............................... F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998............ F-3
Consolidated Statements of Operations for the years ended June 30, 1996
and 1997, the six months ended December 31, 1997 and the year ended
December 31, 1998...................................................... F-4
Consolidated Statements of Shareholders' Equity for the years ended June
30, 1996 and 1997, the six months ended December 31, 1997, and the year
ended December 31, 1998................................................ F-5
Consolidated Statements of Cash Flows for the years ended June 30, 1996
and 1997, the six months ended December 31, 1997, and the year ended
December 31, 1998...................................................... F-6
Notes to Consolidated Financial Statements.............................. F-7
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Master Graphics, Inc.:
We have audited the consolidated balance sheets of Master Graphics, Inc.
and subsidiaries as of December 31, 1997 and 1998, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the two-year period ended June 30, 1997, the six-month period ended
December 31, 1997, and the year ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Master
Graphics, Inc. and subsidiaries as of December 31, 1997 and 1998, and the
results of their operations and their cash flows for each of the years in the
two-year period ended June 30, 1997, the six-month period ended December 31,
1997, and the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
KPMG LLP
Memphis, Tennessee
March 18, 1999
F-2
MASTER GRAPHICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
December 31,
-----------------
1997 1998
------- --------
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 1,174 $ 13,525
Trade accounts receivable, net............................. 14,989 38,529
Inventories:
Raw materials and supplies................................ 1,927 2,909
Work-in-process........................................... 2,909 5,186
------- --------
Total inventories........................................ 4,836 8,095
Deferred income taxes...................................... 161 1,057
Prepaid expenses and other current assets.................. 1,320 4,012
------- --------
Total current assets...................................... 22,480 65,218
------- --------
Property, plant and equipment, net.......................... 29,550 75,251
Goodwill, net............................................... 28,853 64,469
Deferred loan costs, net.................................... 1,396 1,352
Due from shareholder........................................ 3,895 64
Other....................................................... 210 1,522
------- --------
Total assets.............................................. $86,384 $207,876
======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt..................... $ 3,834 $ 924
Accounts payable........................................... 5,466 10,829
Accrued expenses........................................... 6,489 5,540
------- --------
Total current liabilities................................. 15,789 17,293
------- --------
Long-term debt, net of current installments................. 65,484 144,223
Deferred income taxes....................................... 2,266 7,554
Other liabilities........................................... 1,065 1,177
Redeemable common stock warrants............................ 3,376 0
Redeemable preferred stock.................................. 0 1,437
Commitments and contingencies
Shareholders' equity:
Common stock ($0.001 par value; 100,000,000 shares
authorized; 4,000,000 shares issued and outstanding at
December 31, 1997; 7,879,997 shares issued and outstanding
at December 31, 1998)..................................... 4 8
Additional paid-in capital................................. 3,850 39,843
Retained earnings (deficit)................................ (5,450) (3,659)
------- --------
Total shareholders' equity (deficit)...................... (1,596) 36,192
------- --------
$86,384 $207,876
======= ========
See accompanying notes to consolidated financial statements.
F-3
MASTER GRAPHICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Years ended June 30, Six months ended Year ended
---------------------- December 31, December 31,
1996 1997 1997 1998
---------- ---------- ---------------- ------------
Net revenue............. $ 13,244 $ 13,433 $ 32,394 $163,277
Cost of revenue......... 9,955 11,312 26,528 121,340
---------- ---------- -------- --------
Gross profit.......... 3,289 2,121 5,866 41,937
Selling, general and
administrative
expenses............... 2,691 3,021 5,990 26,876
Amortization of
goodwill............... 0 0 98 1,007
---------- ---------- -------- --------
Operating income
(loss)............... 598 (900) (222) 14,054
Other income (expense):
Redeemable warrant
valuation
adjustment........... 0 0 (1,635) 0
Interest income....... 68 68 48 250
Interest expense...... (376) (439) (2,181) (10,271)
Other, net............ 44 23 191 568
---------- ---------- -------- --------
Other income
(expense), net..... (264) (348) (3,577) (9,453)
---------- ---------- -------- --------
Income (loss) before
income taxes and
extraordinary loss... 334 (1,248) (3,799) 4,601
Income tax expense...... 162 25 20 628
---------- ---------- -------- --------
Net earnings (loss)
before extraordinary
loss................. 172 (1,273) (3,819) 3,973
Extraordinary loss on
extinguishment of
debt,
net of income tax
benefit of $1,458.... 0 0 0 (2,098)
---------- ---------- -------- --------
Net earnings (loss)... $ 172 $ (1,273) $ (3,819) $ 1,875
========== ========== ======== ========
Basic earnings per
share:
Net earnings (loss)
before extraordinary
loss................. $ 0.04 $ (0.32) $ (0.95) $ 0.62
Extraordinary loss,
net.................. 0.00 0.00 0.00 (0.34)
---------- ---------- -------- --------
Net earnings (loss)... $ 0.04 $ (0.32) $ (0.95) $ 0.28
========== ========== ======== ========
Diluted earnings per
share:
Net earnings (loss)
before extraordinary
loss................. $ 0.04 $ (0.32) $ (0.95) $ 0.60
Extraordinary loss,
net.................. 0.00 0.00 0.00 (0.33)
---------- ---------- -------- --------
Net earnings (loss)... $ 0.04 $ (0.32) $ (0.95) $ 0.27
========== ========== ======== ========
See accompanying notes to consolidated financial statements.
F-4
MASTER GRAPHICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Common stock
Additional Retained Total
paid-in earnings shareholder's
Shares Amount capital (deficit) equity (deficit)
--------- ------ ---------- --------- ----------------
Balance at June 30,
1995................... 4,000,000 $100 $ 2,100 $ (530) $ 1,670
Net earnings for year
ended June 30, 1996.. -- 0 0 172 172
--------- ---- ------- ------- -------
Balances at June 30,
1996................... 4,000,000 $100 $ 2,100 $ (358) $ 1,842
Effects of
re-incorporation..... 0 (96) 96 0 0
Issuance of seller
warrants............. 0 0 210 0 210
Net (loss) for year
ended June 30, 1997.. 0 0 0 (1,273) (1,273)
--------- ---- ------- ------- -------
Balances at June 30,
1997................... 4,000,000 $ 4 $ 2,406 $(1,631) $ 779
Issuance of seller
warrants............. 0 0 1,444 0 1,444
Net (loss) for six
months ended December
31, 1997............. 0 0 0 (3,819) (3,819)
--------- ---- ------- ------- -------
Balances at December 31,
1997................... 4,000,000 $ 4 $ 3,850 $(5,450) $(1,596)
Initial public
offering............. 3,400,000 4 29,818 0 29,822
Acquisition of
businesses........... 213,333 0 1,282 0 1,282
Exercise of lender
warrants............. 266,664 0 2,025 0 2,025
Issuance of seller
warrants............. 0 0 755 0 755
Issuance of lender
warrants............. 0 0 2,200 0 2,200
Preferred stock
accretion............ 0 0 (87) 0 (87)
Preferred stock
dividend............. 0 0 0 (84) (84)
Net earnings for
year ended
December 31, 1998.... 0 0 0 1,875 1,875
--------- ---- ------- ------- -------
Balances at December 31,
1998................... 7,879,997 $ 8 $39,843 $(3,659) $36,192
========= ==== ======= ======= =======
See accompanying notes to consolidated financial statements.
F-5
MASTER GRAPHICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Years ended June 30, Six months ended Year ended
--------------------- December 31, December 31,
1996 1997 1997 1998
--------------------- ---------------- ------------
Cash flows from operating
activities:
Net earnings (loss)...... $ 172 $ (1,273) $ (3,819) $ 1,875
Adjustments to reconcile
net income to net cash
from operating
activities:
Depreciation........... 275 293 1,087 4,998
Amortization of intan-
gibles................ 330 330 326 1,662
Deferred compensation
provision............. 0 0 765 47
Redeemable warrants ad-
justment.............. 0 0 1,635 0
Deferred income taxes.. 63 163 0 437
(Gain) loss on disposal
of equipment.......... (10) 0 0 0
Extraordinary loss, net
of tax benefit........ 0 0 0 2,098
Changes in operating
assets and
liabilities, net of
effect of business
acquisitions:
Trade accounts
Receivable........... (128) (1,124) 459 (7,411)
Inventories.......... 81 (300) 651 3,937
Other assets......... (622) 197 (499) 1,285
Accounts payable..... 261 797 (15) (2,322)
Accrued expenses..... 206 837 1,903 (2,850)
-------- ----------- -------- ---------
Net cash provided by
(used in) operating
activities......... 628 (80) 2,493 3,756
-------- ----------- -------- ---------
Cash flows from investing
activities:
Business acquisitions,
net of cash acquired.... 0 (13,392) (28,511) (90,212)
Purchases of equipment... (374) (4,151) (328) (2,177)
Proceeds from sale of
equipment............... 10 0 0 0
Repayment of shareholder
note receivable......... 0 0 0 3,895
-------- ----------- -------- ---------
Net cash used in
investing activities.... (364) (17,543) (28,839) (88,494)
-------- ----------- -------- ---------
Cash flows from financing
activities:
Net proceeds from initial
public offering of
common stock............ 0 0 0 29,822
Net borrowings (repay-
ments) on lines of
credit.................. (272) (113) 570 (748)
Net proceeds from issu-
ance of long-term debt.. 0 20,821 27,940 72,606
Principal payments of
long-term debt.......... (291) (1,381) (778) (129,846)
Net proceeds from issu-
ance of senior notes.... 0 0 0 126,100
Loan costs incurred...... 0 (777) (709) (845)
-------- ----------- -------- ---------
Net cash provided by
(used in) financing
activities............. (563) 18,550 27,023 97,089
-------- ----------- -------- ---------
Net increase (decrease) in
cash...................... (299) 927 677 12,351
Cash (overdraft) at begin-
ning of period............ (131) (430) 497 1,174
-------- ----------- -------- ---------
Cash (overdraft) at end of
period.................... $ (430) $ 497 $ 1,174 $ 13,525
Supplemental Disclosure of
Cash Flow Information:
Cash paid for:
Interest................. $ 445 $ 312 $ 1,780 $ 8,980
Income Taxes............. $ 32 $ 156 $ 25 $ 0
See accompanying notes to consolidated financial statements.
F-6
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
Master Graphics, Inc. (Master Graphics) and its wholly-owned operating
subsidiaries, Premier Graphics, Inc. (Premier) and Harperprints, Inc.
(Harperprints), (collectively the "Company") are engaged in the business of
commercial printing, with 18 facilities in 12 states at December 31, 1998.
Prior to June 1997, the Company was comprised of a holding company, Master
Printing, Inc. and its wholly-owned operating subsidiary, B&M Printing, Inc. In
June 1997, the sole shareholder of Master Printing, Inc. formed a new corporate
holding company, Master Graphics, and merged Master Printing, Inc. into Master
Graphics. Contemporaneously, Master Graphics formed a new wholly-owned
subsidiary, Premier Graphics, Inc., and merged B&M Printing, Inc. into Premier.
Harperprints was acquired in March 1998. References in these consolidated
financial statements to the Company for periods prior to the June 1997
transactions described above are to Master Printing, Inc. and B&M Printing,
Inc. consolidated. The transactions discussed above were among entities totally
controlled by the sole shareholder, and, as such, gave rise to no changes in
accounting or reporting, other than an adjustment to the Company's
shareholder's equity as a result of changing the par value of common stock from
no par value to $0.001 per share.
The Company operated on a fiscal year ending June 30, through its year
ended June 30, 1997. In conjunction with the corporate reorganization described
above and the acquisitions and related financings described in Notes 3 and 5
below, the Company changed its fiscal year-end to December 31.
On May 14, 1998, the Board of Directors of the Company approved a 40,000
to 1 stock split. All references to share and per share amounts in these
consolidated financial statements have been retroactively restated to reflect
the stock split.
(2) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The consolidated financial statements include the accounts of Master
Graphics, Inc. and its wholly-owned subsidiaries after the elimination of
intercompany transactions.
(b) Use of Estimates
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could differ from those
estimates.
(c) Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt instruments
purchased with a maturity of three months or less at the date of
acquisition.
(d) Inventories
Inventories are stated at the lower of cost (first-in, first-out
method) or market.
(e) Property, Plant and Equipment
Property, plant, and equipment is stated at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of
the assets, which range from 5 to 39 years. Leasehold improvements are
amortized on a straight-line basis over the estimated useful lives of the
related property,
F-7
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
generally fifteen to forty years. Amortization of assets held under
capital leases of approximately $225,000 is included with depreciation
expense.
Expenditures that materially increase values or extend the useful lives of
assets are capitalized while replacements, maintenance and repairs that do not
improve or extend the lives of the respective assets, are charged against
income as incurred. Depreciation expense for fiscal years 1996 and 1997, the
six months ended December 31, 1997 and the year ended December 31, 1998 was
approximately $275,000, $293,000, $1,087,000, and $4,998,000, respectively.
(f) Intangibles
Goodwill represents costs in excess of the fair value of the net
assets of businesses acquired. Goodwill is being amortized over forty
years, using the straight-line method; accumulated amortization of goodwill
was approximately $98,000 and $1,198,000 at December 31, 1997 and 1998. In
accordance with Statement of Financial Accounting Standards No. 121, long-
lived assets, including goodwill, are reviewed for impairment whenever
events and circumstances indicate that their carrying value may not be
recoverable. Such reviews are performed using estimated undiscounted cash
flows over the remaining lives of the assets. No impairment write-downs
have been required to date.
Costs incurred in obtaining long-term financing are deferred and
subsequently amortized, using the interest method over the life of the
respective financing, as a component of interest expense. Accumulated
amortization at December 31, 1997 and 1998 was approximately $90,000 and
$356,000, respectively.
(g) Income Taxes
The Company follows the asset and liability method for deferred income
taxes as required by the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. Under the asset and
liability method, deferred income taxes are recognized for the tax
consequences of "temporary differences" by applying enacted statutory tax
rates applicable to future years to differences between the financial
statement carrying amounts and the tax basis of existing assets and
liabilities.
(h) Financial Instruments
The Company's financial instruments recorded on the consolidated
balance sheet include cash and cash equivalents, accounts and notes
receivable, accounts payable and debt. Because of their short maturity, the
carrying amount of cash and cash equivalents, accounts and notes
receivable, accounts payable and short-term bank debt approximates fair
value. The fair value of long-term debt, which approximates its carrying
value, is based on rates available to the Company for debt with similar
terms and maturities.
(i) Revenue Recognition
Substantially all revenue is recognized when products are shipped to
customers.
(j) Earnings Per Share
Basic earnings per share for each period presented has been computed
by dividing net earnings (loss) by the weighted-average number of common
shares outstanding. Diluted earnings per share are calculated by dividing
net earnings (loss) by the sum of (1) the weighted-average number of shares
outstanding and (2) the number of additional common shares that would have
been outstanding if the dilutive potential common shares had been issued. A
reconciliation of calculation of basic and diluted earnings per share is
presented in Note 14.
F-8
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(k) Reclassifications
Certain prior year amounts have been reclassified to conform with
current year presentation.
(l) Segment Reporting
The Company considers its entire business to be in the single
reporting segment of general commercial printing.
(3) Acquisitions
In June 1997, the Company acquired all of the outstanding common stock of
Blackwell Lithographers, Inc. and of Lithograph Printing Company of Memphis,
and the assets of Sutherland Printing Company. All of these businesses are
engaged in commercial printing. The acquisitions were paid for with a
combination of cash ($10.4 million), notes given to the sellers ($5.1 million)
(see Note 5), and warrants to acquire common stock (valued at $210,000) (see
Note 13). In addition, the Company incurred other acquisition costs totaling
approximately $470,000. These acquisitions have been accounted for by the
purchase method and, accordingly, the results of operations of Blackwell,
Lithograph and Sutherland have been included in the Company's consolidated
financial statements from June 19, 1997. The excess of the purchase prices over
the fair value of the net identifiable assets acquired of $6.4 million has been
recorded as goodwill and is being amortized on a straight line basis over 40
years.
During the six months ended December 31, 1997, the Company acquired all of
the outstanding common stock of the following companies: The Argus Press, Inc.
(September 1997); Phoenix Communications, Inc. (December 1997); and Jones
Printing Company, Inc (December 1997). All of these businesses are engaged in
commercial printing. The acquisitions were paid for with a combination of cash
($17.8 million), notes given to the sellers ($6.2 million) (see Note 5), and
warrants to acquire common stock (valued at $1.4 million) (see Note 13). In
addition, the Company incurred other acquisition costs totaling approximately
$2.3 million. These acquisitions have been accounted for by the purchase method
and, accordingly, their results of operations have been included in the
Company's consolidated financial statements from their respective acquisition
dates. The excess of the purchase prices over the fair value of the net
identifiable assets acquired of $24.9 million has been recorded as goodwill and
is being amortized on a straight line basis over 40 years.
During 1998, the Company acquired eight businesses, primarily by stock
purchases, which are engaged in general commercial printing. The businesses
acquired were Harperprints, Inc., Hederman Brothers, Inc., and Phillips Litho
Company, Inc. (March 1998); McQuiddy Printing Company, Inc. (May 1998); Golden
Rule Printing (August 1998); The Printing Company and Stephenson Incorporated
(September 1998); and Technigrafiks, Inc. (December 1998). These acquisitions
were paid for with a combination of cash ($45.6 million), sellers' notes ($3.7
million), common stock (valued at $1.3 million) and warrants to acquire common
stock (valued at $0.8 million). In addition, the Company incurred other
acquisition costs totaling approximately $.9 million. All of these acquisitions
have been accounted for by the purchase method, and accordingly, the results of
their operations have been included in the company's consolidated financial
statements from their respective acquisition dates. The aggregate excess of the
purchase prices over the fair value of the net assets acquired of approximately
$34.4 million has been recorded as goodwill and is being amortized on the
straight-line method over forty years.
As a part of their respective acquisition agreements, the Company has
agreed to pay the former owners of eight of the acquired businesses additional
cash purchase price consideration, based on their surpassing certain cash flow
based targets which generally exceed the pre-acquisition performances of those
businesses. The measurement periods range from one to four years of post-
acquisition operations. Management believes that the aggregate maximum payout
will not exceed $27 million and that the actual amount is likely to be
considerably less. Payments will primarily be due in 1999-2001. Such payments
would be recorded as additional goodwill to be amortized over its remaining
life.
F-9
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following unaudited pro forma financial information presents the
combined results of operations of Master Graphics and the acquired businesses
as if the acquisitions and financings, including the issuances of common stock
and Senior Notes, had occurred as of January 1, 1997, and January 1, 1998,
after giving effect to certain adjustments, including amortization of goodwill,
adjusted depreciation expense and increased interest expense on debt related to
the acquisitions. The pro forma financial information does not necessarily
reflect the results of operations that would have occurred had Master Graphics
and the acquired businesses constituted a single entity during such periods (in
thousands, except per share amounts).
Years ended December 31,
------------------------
1997 1998
--------- ----------
Net revenue..................................... $ 215,077 $ 221,955
Operating income................................ 13,768 19,175
Interest expense................................ 18,431 18,431
Net earnings (loss)............................. (4,196) 1,023
Net earnings (loss) per share
Basic......................................... $ (1.05) $ 0.10
Diluted....................................... $ (1.05) $ 0.10
(4) Initial Public Offering
In June 1998, the Company completed an initial public offering of
3,400,000 shares ($.001 par value; 100,000,000 shares authorized) of common
stock at $10.00 per share. Proceeds of the initial public offering were used to
repay $4.3 million of indebtedness owed to Sirrom Capital, to repay $25.0
million of the indebtedness owed to its senior lender and to pay $1.5 million
of acquisition advisory fees deferred until the completion of the offering. The
write-off of related deferred loan costs ($.6 million) and unamortized debt
discounts ($3.0 million) has been recorded as a $2.1 million extraordinary
loss, net of tax of $1.5 million.
(5) Long-Term Debt
Long-term debt consisted of (in thousands):
December 31,
----------------
1997 1998
------- --------
Senior Notes................................................ $ 0 $130,000
Credit Facilities:
Term Debt.................................................. 47,805 262
Working Capital Debt....................................... 570 0
Sellers' notes.............................................. 15,870 16,599
Sirrom Capital Corporation note............................. 4,300 0
Capital leases.............................................. 2,343 2,297
Other....................................................... 176 622
------- --------
71,064 149,780
Less unamortized debt discount.............................. 1,746 4,633
------- --------
69,318 145,147
Less current maturities..................................... 3,834 924
------- --------
$65,484 $144,223
======= ========
In December 1998, the Company's primary operating subsidiary, Premier
Graphics, issued $130 million senior notes (Senior Notes). The approximate
$125.6 million of net proceeds from issuance were used to (1) repay the
outstanding borrowings under Premier Graphics acquisition credit facility
($88.6 million); (2) repay $4.8 million of sellers' notes; (3) repay
outstanding borrowings under Premier Graphics' working capital line of credit
($6.5 million); and (4) acquire Technigrafiks, Inc., a general commercial
printing
F-10
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
company, for $12.0 million; the remaining $13.7 million was available for
general corporate purposes, and in March, 1999 was effectively used to
partially finance acquisitions (see Note 17). The Senior Notes are guaranteed
by Master Graphics and by Harperprints, Inc., the Company's other operating
subsidiary. The Senior Notes mature in December 2005 and bear interest at 11
1/2 percent payable semi-annually. The Senior Notes are redeemable, in whole or
in part, beginning in December 2002 at a premium of 5.75%, declining to 2.875%
in December 2003 and to the face amount in December 2004. Additionally, during
the first three years after issuance, the Company may redeem up to 35% of the
aggregate principal amount of the Senior Notes with the net proceeds of equity
offerings; the redemption price would include an 11.5% premium.
The Company, through its primary operating subsidiary, Premier Graphics,
has borrowed term debt under various loan and security agreements (Term Debt)
from its senior secured lender. Proceeds from the loan agreement have been
primarily used for acquisitions described in Note 3. At December 31, 1997, the
loan balance under its Term Debt was $47.8 million. After four acquisitions in
1998, the Term Debt balance reached approximately $85 million. Proceeds from
the Company's initial public offering were in part used to pay the Term Debt
down to approximately $60 million. Subsequent to its initial public offering
and after an additional three acquisitions in 1998, the Company's Term Debt
reached approximately $90 million. Proceeds from its Senior Notes offering were
used to substantially repay the outstanding balance under its Term Debt. At
December 31, 1998, the loan balance under its Term Debt was $.3 million. In
conjunction with the acquisitions and financings thereof, the Company incurred
fees of approximately $2.3 million. The Company also issued to the senior
lender common stock warrants that are described in Note 12.
The Company, through its operating subsidiary, Premier Graphics, has
borrowed working capital funds (Working Capital Debt) from a commercial bank
and finance company. At December 31, 1997, the loan balance under its Working
Capital Debt was $.6 million. At December 31, 1998, there was no loan balance
under its Working Capital Debt.
As a part of the Senior Notes Offering, the Company received a non-binding
term sheet from a finance company for a new $80 million senior secured credit
facility to replace the previous Term Debt facilities and Working Capital Debt.
The new senior credit facility is more fully described in Note 17.
The Company has financed a portion of the purchase price paid for certain
of the acquired businesses by issuing unsecured subordinated notes (Seller
Notes) to the former owners of those companies. The Company also issued
$5.3 million of unsecured subordinated noted to the former owners of Hederman
and Phoenix that replaced notes between such companies and their owners. In
general, the Seller Notes (i) bore interest at 12% per annum payable quarterly,
(ii) were subject to prepayment at the option of Master Graphics upon payment
of a penalty which equaled or exceeded 20% of the amount prepaid; and (iii)
matured seven years from the date of issuance. In connection with closing of
the Senior Notes offering, the holders of approximately $12 million of Seller
Notes agreed to exchange their existing notes for new unsecured subordinated
notes with the following features: (i) balloon maturity date of June 30, 2006;
(ii) monthly interest payments at 12% per annum if paid when due, or if not
paid when due interest will accrue at 16% per annum until all accrued interest
has been paid; (iii) no restrictive covenants; and (iv) no rights or remedies
against the Company until maturity. As noted above, $4.8 million of Seller
Notes were repaid with a portion of the net proceeds of the Senior Notes
offering.
In June 1997 the Company borrowed $4.3 million from Sirrom Capital
Corporation ("Sirrom") to partially finance its June 1997 business acquisitions
described on Note 3. The loan bore interest at 13.25%, payable monthly and was
subject to a security agreement, with collateral consisting of all equipment,
inventory, accounts receivable, and intangible assets. In conjunction with the
obtaining of the loan, the Company paid a processing fee of $107,500 and issued
to Sirrom a common stock warrant more fully described in Note 13. As discussed
in Note 4 above, the Sirrom note was repaid with a portion of the net proceeds
of the June 1998 initial public offering.
F-11
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Senior Notes Indenture includes restrictive covenants which limit
Premier's ability to pay dividends or make distributions to Master Graphics,
make investments, incur additional debt, issue preferred stock, incur liens,
enter into sale-leaseback, consolidation, merger, conveyance, lease or transfer
transactions, enter into transactions with affiliates, and engage in unrelated
businesses; the covenants also may require the repurchase of Senior Notes with
the proceeds of the sale of significant amounts of assets.
Under its acquisition line of credit and its working capital line of
credit, Premier is required to maintain certain financial ratios, including
tests related to net worth, EBITDA, interest coverage, fixed charge coverage
and leverage ratios. Premier is also subject to affirmative and negative
covenants which, among other things, limit capital expenditures and the payment
of dividends, and require certain debt repayments based on 50% of annual excess
cash flows, as defined.
The aggregate maturities of long-term debt, including capital lease
obligations, for each of the five years subsequent to December 31, 1998 are as
follows: 1999, $.9 million; 2000, $.6 million; 2001, $.4 million; 2002, $.4
million; 2003, $.9 million; thereafter, $146.6 million. In March, 1999, the
Company incurred additional acquisition debt of $18.5 million and assumed $4.3
million of debt of an acquiree. In addition, the Company agreed to certain
modifications to the amortization of term loans under the credit facility.
These subsequent events are not reflected in the maturities shown above.
(6) Property, Plant and Equipment
Property, plant and equipment (in thousands) was comprised of the
following:
December 31,
---------------
1997 1998
------- -------
Land......................................................... $ 176 $ 486
Buildings.................................................... 1,386 3,830
Leasehold improvements....................................... 991 1,115
Machinery and equipment...................................... 29,508 75,602
Furniture and fixtures....................................... 2,275 3,331
Vehicles..................................................... 703 1,374
------- -------
35,039 85,738
Less accumulated depreciation................................ 5,489 10,487
------- -------
$29,550 $75,251
------- -------
(7) Leases
The Company is obligated under various capital leases for certain
machinery and equipment that expire at various dates during the next 5 years.
At December 31, 1998, the gross amount of machinery and equipment and related
accumulated amortization recorded under capital leases were approximately
$2,721,000 and $254,000, respectively. The recorded liability for capital
leases is classified as long-term debt.
F-12
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Company also has various non-cancelable operating leases, primarily
for facilities and printing equipment that expire over the next seven years.
Rental expense for operating leases during fiscal years 1996 and 1997, the six
months ended December 31, 1997, and the year ended December 31, 1998 totaled
approximately $410,000, $1,050,000, $398,000, and $2,267,000 respectively.
Future minimum lease payments under non-cancelable operating leases (with
initial or remaining lease terms in excess of one year) and future minimum
capital lease payments as of December 31, 1998 are:
Capital Leases Operating Leases
-------------- ----------------
Year ending December 31,
1999.......................................... $ 670 $ 3,564
2000.......................................... 589 3,440
2001.......................................... 471 3,246
2002.......................................... 430 3,267
2003.......................................... 412 2,605
Later years, through 2005..................... 296 6,418
------ -------
Total minimum lease payments................. 2,868 $20,740
=======
Less amount representing interest (at rates
ranging from 5.0% to 11.5%).................. 571
Present value of net minimum capital lease
payments..................................... 2,297
Less current installments of obligations under
capital leases............................... 472
------
Obligations under capital leases, excluding
current installments......................... $1,825
======
(8) Retirement Plans
The Company has retained the acquired companies' existing employee benefit
plans, primarily 401(k)-type arrangements with the Company matching amounts.
The Company's benefit plan expense for the plans was approximately $37,000,
$40,000, $24,000, and $348,000 for the years ended June 30, 1996 and 1997, the
six months ended December 31, 1997, and the year ended December 31, 1998.
Of those retirement plans, there is one defined benefit plan covering
employees of the Hederman Division, which represents approximately 100 of the
Company's 1,600 total employees. As of December 31, 1998, the plan had a
pension benefit obligation of $1.9 million, plan assets of $2.2 million and
prepaid pension cost of $.8 million recorded in other non-current assets.
Related net pension cost (credit) for the period was $(58,000).
(9) Related Party Transactions
As of December 31, 1997, the Company sold to its majority shareholder
certain of B&M Printing's printing equipment that was considered to be
redundant as a result of the various 1997 acquisitions. The equipment was sold
at its net book value ($2.8 million), which the Company believes approximated
its fair market value. The Company received a promissory note for the sale
amount, which was classified as an other asset at December 31, 1997. The note
was repaid in 1998. The Company's majority shareholder also had a $950,000 note
payable to the Company at December 31, 1997; the note was repaid in 1998.
The Company has leasing arrangements with its president and with certain
of the former owners of the acquired companies (each of whom is a current
employee of the Company) for certain plant facilities. The Company's aggregate
annual obligation under these operating lease agreements is approximately $2.1
million, and the agreements generally expire from 2000 through 2007.
F-13
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(10) Income Taxes
Income tax expense (benefit) consists of (in thousands):
Years Ended June 30, Six Months Ended Year Ended
-------------------- December 31, December 31,
1996 1997 1997 1998
---------- ---------- ---------------- ------------
Income tax (benefit) from:
Net earnings (loss)
before extraordinary
item................... $ 161 $ 25 $20 $ 628
Extraordinary loss...... 0 0 0 (1,458)
---------- --------- --- -------
$ 161 $ 25 $20 $ (830)
========== ========= === =======
Current Deferred Total
------- -------- -----
Year ended June 30, 1996:
U.S. Federal........................................ $ 148 $ 19 $ 167
State and local..................................... 13 (19) (6)
----- ----- -----
$ 161 $ 0 $ 161
===== ===== =====
Year ended June 30, 1997:
U.S. Federal........................................ 0 0 0
State and local..................................... 0 25 25
----- ----- -----
$ 0 $ 25 $ 25
===== ===== =====
Six months ended December 31, 1997:
U.S. Federal........................................ 0 0 0
State and local..................................... 20 0 20
----- ----- -----
$ 20 $ 0 $ 20
===== ===== =====
Year ended December 31, 1998:
U.S. Federal........................................ (199) (578) (777)
State and local..................................... (53) 0 (53)
----- ----- -----
$(252) $(578) $(830)
===== ===== =====
Income tax expense differed from the amounts computed by applying the U.S.
federal income tax rate of 34 percent to pretax income as a result of the
following:
Years ended Six months ended Year ended
June 30, December 31, December 31,
------------ ---------------- ------------
1996 1997 1997 1998
----- ------ ---------------- ------------
Computed "expected" tax expense.... $ 113 $ (424) $(1,292) $ 355
Increase (reduction) in income
taxes resulting from:
Change in the beginning-of-the-
year balance of the valuation
allowance for deferred tax assets
allocated to income tax expense.. 0 527 1,272 (951)
State and local income taxes, net
of federal income tax benefit.... 13 (49) (150) (35)
Effect of S-Corporation termina-
tion............................. 0 0 (318) 0
Warrants valuation adjustment..... 0 0 556 0
Other, net........................ 35 (29) (48) (199)
----- ------ ------- -----
$ 161 $ 25 $ 20 $(830)
===== ====== ======= =====
F-14
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1997 and 1998 are presented below.
December 31,
---------------
1997 1998
------- ------
Deferred tax assets:
Accounts receivable principally due to allowance for doubtful
accounts.................................................... $ 136 $ 417
Income tax loss carryforwards and tax credit carryforwards... 1,467 1,482
Vacation accrual............................................. 0 264
Alternative minimum tax credit carryforwards................. 80 80
Deferred compensation........................................ 253 357
Other........................................................ 218 376
------- ------
Total gross deferred tax assets............................. 2,154 2,976
Less valuation allowance...................................... (1,800) (849)
------- ------
Net deferred tax assets....................................... 354 2,127
Deferred tax liabilities:
Plant and equipment, principally due to differences in
depreciation and capitalized interest....................... 381 6,620
Purchase accounting adjustments.............................. 2,028 1,878
Other........................................................ 50 126
------- ------
Total gross deferred liabilities.............................. 2,459 8,624
------- ------
Net deferred tax liability.................................... $ 2,105 $6,497
======= ======
The valuation allowance for deferred tax assets as of December 31, 1997 and
1998 was $1,800,000 and $849,000, respectively. The net change in the total
valuation allowance for the year ended December 31, 1997 and the year ended
December 31, 1998 was a decrease of $951,000 due to a net operating loss and
alternative minimum tax credit carryforwards. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. Based upon the level of historical taxable income and
projections for future taxable income over the periods which the deferred tax
assets are deductible, management believes it is more likely than not the
Company will realize the benefits of these deductible differences, net of the
existing valuation allowances at December 31, 1998.
At December 31, 1998, the Company has net operating loss carryforwards for
federal income tax purposes of approximately $4 million which are available to
offset future federal taxable income, if any, through 2010. In addition, the
Company has alternative minimum tax credit carryforwards of approximately
$80,000 which are available to reduce future federal regular income taxes, if
any, over an indefinite period.
(11) Other Liabilities
As of December 31, 1997, the Company entered into deferred compensation
agreement with its executive officers. In the aggregate, these agreements
obligate the Company to pay a total of $1,000,000 to those officers on December
31, 2002. The agreements allow the officers to receive 100,000 shares of common
stock in lieu of cash. Such calls, for settlement in stock, may be exercised at
any time. The net present values of the ultimate obligation of $1.0 million was
accrued as compensation as of December 31, 1997, with the discount being
amortized as additional compensation over the five year life of the agreement;
the net present value at December 31, 1997 and 1998 was approximately $766,000
and $813,000, respectively. An early exercise of the calls by the officers
would result in an acceleration of the discount amortization.
F-15
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(12) Redeemable Preferred Stock
The company and its senior lender effectively entered into an exchange in
March 1998, whereby the Company issued 177,776 shares of its newly created
Series A Cumulative Convertible Preferred Stock, par value $0.001 ("Series A
Preferred Stock") in exchange for the senior lender's warrant to purchase a 4%
interest in the Company's outstanding common stock. The Series A Preferred
Stock carries an annual dividend rate of 5% of its liquidation value ($12.8125
per share); dividends are payable quarterly. The Series A Preferred Stock is
convertible into common stock at the holder's option at a ratio of 1 share of
common stock per each share of Series A Preferred Stock. The Series A Preferred
Stock is redeemable by the holder at the end of seven years at a price
effectively equal to the greater of its liquidation value or the fair value of
the underlying common stock on an as-if converted basis. The Series A Preferred
Stock has been classified out of stockholders' equity because of certain holder
put features that are out of the control of the Company. The preferred stock
was initially recorded at its fair value at the date of issuance (approximately
$1.35 million) and is being accreted to its mandatory redemption value.
(13) Shareholders' Equity
The Company has reserved 2,976,918 shares of common stock for their
issuance upon the conversion of its Series A Preferred Stock, the exercise of
its seller and lender warrants, and the exercise of its stock options.
Sellers' Warrants and Rights
As part of the consideration given in certain of the acquisitions, the
Company issued common stock warrants to the sellers. The terms of warrants were
generally the same, stating that the seller would have the ability to exercise
his warrant at any time during the ten years subsequent to an initial public
offering of common stock (June 1998). The exercise price is the initial public
offering price ($10 per share), and the shares obtainable are generally the
face amount of the sellers' notes divided by the initial public offering price
(231,000 shares). The estimated fair value of the warrants at the dates of
issuance, which totaled $1.6 million and $2.4 million at December 31, 1997 and
1998, respectively, has been recorded in shareholders' equity as additional
paid-in capital.
In connection with the acquisition of B&M Printing and relating financing,
the Company gave rights to acquire common stock to the former owners of B&M
Printing. As of December 31, 1998 rights to acquire 43,000 shares of common
stock at $10 per share were outstanding; the rights will expire in June, 2001.
Lenders' Warrants
In connection with the obtaining of a loan to partially fund its June 1997
acquisitions, the Company issued a common stock warrant to Sirrom. The warrant
granted Sirrom the right to acquire shares of common stock equivalent to six
percent of the Company's outstanding shares on a diluted basis on the date of
exercise, at exercise price of $0.01. In March 1998, Sirrom exercised the
warrant and was issued 266,664 shares of common stock.
In connection with the obtaining of acquisition financing under its loan
and security agreement, the Company issued to its senior lender a warrant to
acquire a fully-diluted four percent interest in its outstanding common stock
for a total purchase price of $100. The Senior Lender was granted a right to
put the warrant back to the Company under certain conditions. The redemption
price of the warrant was its current market value (as defined) on the date of
redemption. In March 1998, this warrant was exchanged for redeemable,
convertible preferred stock (see Note 12).
Because both of the lenders' warrants described above gave the holders the
right to put the warrants back to the Company for cash, these instruments were
recorded, at their respective fair values at the dates of issuance, as
redeemable common stock warrants in the accompanying consolidated balance
sheet, and therefore were initially excluded from shareholders' equity. The
initial fair market value of the lenders' warrants was netted against the
related debt and will be amortized as a component of interest expense over the
life of the
F-16
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
debt. The carrying value of the redeemable common stock warrants was
adjusted to fair value, with a corresponding charge to other expense in the
statement of operations in accordance with EITF Issue No. 96-13 until their
respective exercise and exchange as described above. Additionally, upon their
exercise and exchange, the carrying values of those warrants was reclassified
to additional paid-in capital and redeemable preferred stock, respectively.
In connection with the obtaining of certain acquisition financing in March
1998, the Company issued to its senior lender a warrant to acquire 220,000
shares of common stock. The warrant expires, if unexercised, on September 26,
2007. The senior lender was granted demand and piggyback registration rights.
The Company has the option to call the warrant under certain conditions,
including the passage of five years, at a price equal to the warrant's current
market value at that date. This instrument was recorded at its fair value at
the date of issuance as additional paid-in capital. The initial fair market
value of this warrant was netted against the related debt, and the resulting
discount was being amortized as a component of interest expense over the life
of the debt. As discussed above in Note 4, the remaining unamortized discount
was written off upon the extinguishment of the related debt in June 1998.
Stock Options
During 1998, the Company adopted the 1998 Equity Compensation Plan, which
provides for grants of stock options, stock appreciation rights, and restricted
stock to selected employees, officers, directors, consultants, and advisers to
the Company. The plan authorizes the issuance of up to 750,000 shares of the
Company's common stock. As of December 31, 1998, options to purchase 722,363
shares had been granted to employees of the Company. The exercise price for all
shares under option is the fair market value on the grant date ($10 per share).
The options vest over three years, and will expire, if unexercised, from five
to ten years from the grant date. The weighted average remaining contractual
life of the options is 5.9 years.
During 1998, the Company also adopted the 1998 Non-Employee Director Stock
Option Plan, which authorizes the issuance of up to 50,000 shares of common
stock. Under this plan, non-employee directors have been granted options
covering 2,000 shares of common stock; the options vest over 3 years and may be
exercised over the five-year period following the grant. The exercise price is
the fair market value of the common stock at the date of grant ($10 per share).
Changes in outstanding options under the Plans during the year ended
December 31, 1998 and options exercisable at December 31, 1998 are as follows:
Outstanding at December 31, 1997........................................ 0
Granted .............................................................. 724,363
Exercised............................................................. 0
Canceled or expired................................................... 10,934
-------
Outstanding at December 31, 1998........................................ 713,429
=======
Exercisable at December 31, 1998 at $10.00.............................. 0
=======
The Company accounts for its stock based employee compensation plans in
accordance with Accounting Principals Board Opinion No. 25, "Accounting for
Stock Issued to Employees." Accordingly, no compensation cost has been
recognized for fixed stock-option plans. In accordance with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," a valuation using the fair-value-based accounting method has
been made for stock options issued in 1998. That valuation was performed using
the Black-Scholes option-pricing model.
The Company's options were valued assuming a risk-free interest rate of
4.87% as of their issuance date in 1998, a dividend yield of 0%, an average
expected-option life of 5.6 years, and volatility of 78.5%. The
F-17
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
valuation determined a per share weighted-average fair value for the options
granted during 1998 of $2.66. Had those options been accounted for using the
fair-value method, they would have resulted in additional compensation cost in
1998 of $0.3 million; net earnings would have been $1.7 million ($0.25 per
share basic and $0.24 per share diluted).
(14) Earnings Per Share
Basic earnings per share are calculated by dividing net earnings less
preferred stock dividend and discount accretion by the weighted average number
of common shares outstanding. For the years ended June 30, 1996 and 1997, and
the six months ended December 31, 1997, there were 4,000,000 basic weighted
average shares outstanding; for the year ended December 31, 1998, there were
6,130,117 basic weighted average shares outstanding. There were no potentially
dilutive equity instruments outstanding in the years ended June 30, 1996 and
1997. Exercise of potential equity securities, including warrants, has not been
reflected in the computation of diluted EPS for the six months ended December
31, 1997 because their impact would have been antidilutive. Conversion of the
preferred stock is not assumed in the 1998 diluted earnings per share
calculations, as the effect is anti-dilutive on an incremental basis. Exercise
of employee stock options and certain other warrants are not assumed because
their 1998 effect would be anti-dilutive using the treasury stock method. For
the six months ended December 31, 1997 and the year ended December 31, 1998,
the diluted weighted average shares outstanding were 4,000,000 and 6,367,340,
respectively. Following is a reconciliation of the numerator and denominator of
the earnings (loss) per share (EPS) computations (in thousands except shares
and per share amounts):
Years ended June 30, Six months ended Year ended
--------------------- December 31, December 31,
1996 1997 1997 1998
---------- ---------- ---------------- ------------
Net earnings (loss) before
extraordinary loss....... $ 172 $ (1,273) $ (3,819) $ 3,973
Less preferred stock
dividends................ 0 0 0 (84)
Less accretion of
preferred stock discount.. 0 0 0 (87)
---------- ---------- ---------- ----------
Net earnings (loss) before
extraordinary loss
applicable to common
shares................... 172 (1,273) (3,819) 3,802
Extraordinary loss........ 0 0 0 (2,098)
---------- ---------- ---------- ----------
Net earnings (loss)
applicable to common
shares................... $ 172 $ (1,273) $ (3,819) $ 1,704
========== ========== ========== ==========
Basic:
Weighted average common
shares outstanding...... 4,000,000 4,000,000 4,000,000 6,130,117
========== ========== ========== ==========
Basic earnings (loss) per
share before
extraordinary loss...... $ 0.04 $ (0.32) $ (0.95) $ 0.62
========== ========== ========== ==========
Basic loss per share--
extraordinary loss...... 0.00 0.00 0.00 (0.34)
========== ========== ========== ==========
Basic earnings (loss) per
share................... $ 0.04 $ (0.32) $ (0.95) $ 0.28
========== ========== ========== ==========
Diluted:
Weighted average common
shares outstanding...... 4,000,000 4,000,000 4,000,000 6,130,117
Assumed exercise of
warrants................ 0 0 0 237,223
---------- ---------- ---------- ----------
4,000,000 4,000,000 4,000,000 6,367,340
========== ========== ========== ==========
Diluted earnings (loss)
per share before ex-
traordinary loss........ $ 0.04 $ (0.32) $ (0.95) $ 0.60
========== ========== ========== ==========
Diluted loss per share--
extraordinary loss...... 0.00 0.00 0.00 (0.33)
========== ========== ========== ==========
Diluted earnings (loss)
per share............... $ 0.04 $ (0.32) $ (0.95) $ 0.27
========== ========== ========== ==========
F-18
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(15) Other Financial Information
Accrued expenses (in thousands) consist of the following:
December 31,
-------------
1997 1998
Accrued compensation........................................... $1,841 $2,666
Accrued interest............................................... 438 1,181
Accrued acquisitions costs..................................... 1,852 183
Other accrued expenses......................................... 2,358 1,510
------ ------
$6,489 $5,540
====== ======
The allowance for doubtful accounts was $662,000 and $1,182,000, at December
31, 1997 and 1998, respectively.
(16) Wholly-owned Operating Subsidiaries
Master Graphics is a holding company with no operating assets or
operations. Premier Graphics, its primary operating subsidiary, is the primary
obligor for the Senior Notes. The Senior Notes are fully and unconditionally
guaranteed on a joint and several basis by Master Graphics and Harperprints,
Master Graphics' only other subsidiary which was merged into Premier Graphics
in March 1999. Premier was acquired in late June, 1997, and Harperprints was
formed in late March, 1998. Following is summarized combined financial
information of Premier and Harperprints, as of December 31, 1997 and 1998 and
for the six-month period and year then ended (in thousands).
December 31, 1997 December 31, 1998
----------------- -----------------
Balance sheet data:
Current assets........................... $ 24,657 $ 62,956
Property, plant and equipment............ 29,351 74,943
Goodwill, net............................ 27,653 63,771
Due from Shareholder .................... 24,084 46,025
Other non-current assets................. 2,908 1,523
-------- --------
Total assets........................... $108,653 $249,218
======== ========
Current liabilities, including current
installments of long-term debt of $3,721
and 924 in
1997 and 1998........................... $ 15,044 $ 16,327
Long-term debt, net...................... 46,793 127,624
Other liabilities........................ 2,049 3,551
-------- --------
Total liabilities...................... 63,886 147,502
Stockholders' equity..................... 44,767 101,716
-------- --------
Total liabilities and stockholders'
equity................................ $108,653 $249,218
======== ========
Six months ended Year ended
December 31, 1997 December 31, 1998
----------------- -----------------
Statement of operations data:
Net revenue............................... $32,394 $163,277
Gross profit.............................. 5,926 41,937
Operating income.......................... 1,248 14,864
Interest expense.......................... 2,181 9,677
Income tax expense (credit)............... 20 628
Extraordinay (loss)....................... 0 (2,098)
Net earnings (loss)....................... (2,471) 1,181
F-19
MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following unaudited pro forma financial information presents the
combined results of operations of Premier and Harperprints and the businesses
acquired in 1997 and 1998 as if the acquisitions and related financings,
including the initial public offering of Master Graphics common stock and the
Senior Notes offering had occurred as of January 1, 1997 and January 1, 1998,
after giving effect to certain adjustments, including amortization of goodwill,
adjusted depreciation expense and increased interest expense on debt related to
the acquisitions. The pro forma financial information does not necessarily
reflect the results of operations that would have occurred had Premier Graphics
and the acquired businesses constituted a single entity during such periods (in
thousands).
Years ended December 31, 1997 1998
- ------------------------ -------- --------
Net revenue................................................. $215,077 $221,955
Operating income............................................ 13,768 19,985
Depreciation and amortization............................... 9,271 9,455
Net earnings (loss) ........................................ (2,226) 3,734
Management believes that there are specific items included in the
acquirees' results of operations which are non-recurring and which, if removed
from the pro forma results noted above, would increase earnings by $1.2 million
and $1.3 million for the years ended December 31, 1997 and 1998, respectively.
(17) Subsequent Events
In March 1999, the Company acquired all of the outstanding common stock of
Woods Lithographics, Inc. and Columbia Graphics Corporation. In addition, in
March, 1999, the Company acquired substantially all of the assets of White Arts,
Inc. All of these businesses are engaged in general commercial printing. The
three acquisitions were paid for with a combination of cash ($30.7 million),
assumption of debt ($4.3 million) and issuance of 43,029 shares common stock
(valued at $.25 million). These acquisitions will be accounted for by the
purchase method and, accordingly, the results of operations will be included in
the Company's 1999 consolidated financial statements from their respective
acquisition dates in 1999. The estimated excess of the purchase prices over fair
value of the net identifiable assets acquired is estimated to be approximately
$9.1 million, which will be recorded as goodwill and amortized on a straight
line basis over 40 years.
Approximately $13 million of the cash portion of the acquisitions was
funded by the remaining cash from the Company's Senior Notes offering. The
balance of approximately $18.5 million was funded from the Company's senior
credit facility.
In March 1999, the Company completed an amendment to its senior secured
credit facility. Pursuant to the agreement, the facility consists of two term
loans ("Term Loan A" and "Term Loan B") each of $30 million and a revolving
credit facility ("Revolver") of $20 million. Term Loan A bears interest,
payable monthly, at a floating rate equal to LIBOR plus 2.5% (7.5% at
December 31, 1998), and Term Loan B bears interest, payable monthly, at a
floating rate equal to LIBOR plus 3.0% (8.0% at December 31, 1998). Term Loan A
matures in March 2004, and principal is payable based on a five year
amortization. Term Loan B matures in March 2005 with quarterly principal
payments based on amount of principal outstanding with a final balloon payment
at maturity. The annual amortization of the $18.5 million borrowed in March
1999 will approximate $2.6 million for each of the next five years. The
Revolver, which contains certain borrowing base limitations, bears interest at
LIBOR plus 2.5% and is repayable in full in March 2004.
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MASTER GRAPHICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The security for the facility includes a lien on all of the assets of
Premier and Harperprints, as well as a pledge by Master Graphics on all of the
issued and outstanding stock of Premier and Harperprints. The facility includes
a prepayment penalty of 3% of the amount prepaid during the first year of the
loan, 2% during the second year, 1% during the third year, and no prepayment
penalty after March 2002.
Under the facility, the Company is required to maintain certain financial
tests and ratios including, but not limited to a covenant requiring a minimum
level of prepayment to Term Loan A and Term Loan B based on 50% of annual
excess cash flows, as defined.
In March, 1999, Harperprints was merged into Premier Graphics; as a result,
Premier is sole subsidiary of Master Graphics.
F-21