1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
---------
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Quarterly Period Ended September 30, 2000
Commission File No. 333-51569
PARAGON CORPORATE HOLDINGS INC.
-------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-1845312
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CO-REGISTRANTS AND SUBSIDIARY GUARANTORS
A.B.Dick Company Delaware 04-3892065
C I, Inc. Delaware 13-3583725
Itek Graphix Corp. Delaware 04-2893064
Curtis Sub, Inc. Delaware 34-1737529
Paragon Corporate Holdings Inc. A.B.Dick Company C I, Inc. f/k/a Curtis Industries, Inc.
7400 Caldwell Avenue 7400 Caldwell Avenue 6140 Parkland Boulevard
Niles, Illinois 60714 Niles, Illinois 60714 Mayfield Heights, Ohio 44124
(847) 779-2500 (847) 779-1900 (440) 446-9700
Itek Graphix Corp. Curtis Sub, Inc.
7400 Caldwell Avenue 6140 Parkland Boulevard
Niles, Illinois 60714 Mayfield Heights, Ohio 44124
(847) 779-1900 (440) 446-9700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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 twelve 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date.
As of October 31, 2000, there were 4,200,000 shares of the registrant's common
stock outstanding.
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INDEX
PARAGON CORPORATE HOLDINGS INC.
Page
Number
--------
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited) 1
Condensed Consolidated Balance Sheets 2
September 30, 2000 and December 31, 1999
Condensed Consolidated Statements of Operations 3
Three and Nine Months ended September 30, 2000 and 1999
Condensed Consolidated Statements of Cash Flows 4
Nine Months ended September 30, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of Financial 15
Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk 18
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 20
Signatures 21
II
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Part I. Financial Information
Item 1. Financial Statements (Unaudited)
1
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Paragon Corporate Holdings Inc.
Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited) (Audited)
September 30, 2000 December 31, 1999
------------------ -----------------
Assets:
Current assets:
Cash and cash equivalents $ 56,305 $ 15,341
Short-term investments - 3,610
Accounts receivable, net 36,001 35,943
Inventories 46,472 45,924
Other current assets 7,174 1,923
--------- ---------
Total current assets 145,952 102,741
Property, plant and equipment, net 12,248 20,363
Goodwill, net 31,810 30,692
Other assets 4,129 6,860
--------- ---------
$ 194,139 $ 160,656
========= =========
Liabilities and Stockholders' Equity (Deficit):
Current liabilities:
Revolving credit facility $ 20,000 $ 10,219
Accounts payable 23,760 18,813
Accrued compensation 5,007 6,034
Accrued interest 5,534 2,767
Accrued other 13,878 11,934
Deferred service revenue 17,235 6,037
Due to GEC 817 852
Current portion of long-term debt
and capital lease obligations 1,917 1,498
--------- ---------
Total current liabilities 88,148 58,154
Senior notes 115,000 115,000
Other long-term debt and capital lease
obligations, less current portion 2,167 1,849
Retirement obligations 8,243 3,546
Other long-term liabilities 8,860 2,296
Stockholders' equity (deficit): As of September 30,
2000 -- common stock, $0.01 par value, Authorized
5,000,000 shares; issued and outstanding
4,200,000 shares; As of December 31, 1999 --
common stock, no par value, Authorized 2,000
shares of Class A (voting) and 28,000 shares of
Class B (non-voting); issued and outstanding
1,000 shares of Class A and 19,000 shares of
Class B, at stated value 42 1
Paid-in capital 106 47
Shareholder note (100) -
Retained earnings (deficit) (27,526) (19,506)
Accumulated other comprehensive loss (801) (731)
--------- ---------
Total stockholders' equity (deficit) (28,279) (20,189)
--------- ---------
$ 194,139 $ 160,656
========= =========
See notes to condensed consolidated financial statements.
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Paragon Corporate Holdings Inc.
Condensed Consolidated Statements of Operations
(In Thousands)
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
------------------------------------- ----------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
----------------- ---------------- -------------- ----------------
Net revenue $ 55,694 $ 38,064 $ 174,614 $ 125,318
Cost of revenue 41,387 27,769 129,836 91,783
--------- --------- --------- ---------
Gross profit 14,307 10,295 44,778 33,535
COSTS AND EXPENSES:
Sales and marketing expenses 7,105 6,094 20,733 18,857
General and administrative expenses 5,607 4,131 20,338 12,803
Research and development 717 808 2,342 2,559
Depreciation and amortization 1,495 867 4,221 1,922
Management fee (10) 68 70 260
Acquisition, relocation and severance costs 519 880 1,588 1,633
--------- --------- --------- ---------
15,433 12,848 49,292 38,034
--------- --------- --------- ---------
Operating loss (1,126) (2,553) (4,514) (4,499)
Interest income 1,007 424 1,191 941
Interest expense (3,695) (3,066) (11,025) (9,224)
Other income (expense) (69) 81 (74) 27
--------- --------- --------- ---------
Loss from continuing operations before income taxes (3,883) (5,114) (14,422) (12,755)
Income tax expense (benefit) 31 (52) 131 -
--------- --------- --------- ---------
Loss from continuing operations (3,914) (5,062) (14,553) (12,755)
Discontinued operations (Note D):
Income (loss) from discontinued operations, net of
income taxes ($0, $22, $10, $29, respectively) (181) 1,271 773 3,488
Gain on disposal of discontinued operations - - 10,260 -
--------- --------- --------- ---------
(181) 1,271 11,033 3,488
Net loss $ (4,095) $ (3,791) $ (3,520) $ (9,267)
========= ========= ========= =========
See notes to condensed consolidated financial statements.
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Paragon Corporate Holdings Inc.
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Nine Months Ended
-----------------------------
September 30, September 30,
2000 1999
------------- -------------
Operating activities:
Net loss $ (3,520) $ (9,267)
Adjustments to reconcile net loss
to net cash used in operating activities:
Gain on sale of business (10,260) -
Provision for depreciation and amortization 5,830 5,272
Changes in operating assets and liabilities (4,634) (592)
-------- --------
Net cash used in operating activities (12,584) (4,587)
Investing activities:
Acquisition of business, net of cash acquired (11,986) -
Purchases of property, plant and equipment, net (2,098) (4,563)
Net proceeds from sale of business 60,977 -
Decrease in short-term investments 3,610 3,897
-------- --------
Net cash provided by (used in) investing activities 50,503 (666)
Financing activities:
Net borrowings on revolving credit facility 9,781 8,947
Decrease in amounts due to GEC (35) (899)
Proceeds from long-term borrowings 67 808
Principal payments on long-term borrowings (2,079) (1,589)
Distribution for taxes (4,500) -
-------- --------
Net cash provided by financing activities 3,234 7,267
Effect of exchange rate changes on cash (189) 47
-------- --------
Increase in cash and cash equivalents 40,964 2,061
Cash and cash equivalents at beginning of period 15,341 7,462
-------- --------
Cash and cash equivalents at end of period $ 56,305 $ 9,523
======== ========
See notes to condensed consolidated financial statements.
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Paragon Corporate Holdings Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(In Thousands)
A. ORGANIZATION
Paragon Corporate Holdings Inc. ("the Company") is a Delaware holding company
organized in September 1996. The Company has no independent operations or
investments other than its investments in its subsidiaries, except that the
Company has temporarily invested, at the holding company level, the residual
proceeds from the Senior Notes issued during 1998.
B. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. For further information, refer
to the consolidated financial statements and footnotes of Paragon Corporate
Holdings Inc. set forth in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
C. ACQUISITION
On January 27, 2000, the Company completed the acquisition of all the
outstanding common stock of Multigraphics, Inc. ("Multigraphics"), a supplier of
high quality pre-press, press and post-press equipment, supplies, and technical
services to the printing industry. Pursuant to the Merger Agreement, the Company
paid $1.25 in cash per share, or $3.6 million, and assumed $7.4 million of
outstanding debt of Multigraphics. The aggregate purchase price was $12.5
million including expenses of the transaction. In addition, the Company loaned
$2.0 million to Multigraphics pursuant to a promissory note agreement executed
by Multigraphics on September 29, 1999. The excess of purchase price over net
assets acquired has been assigned a preliminary value of approximately $32.5
million and will be written off over thirty years. The allocation of purchase
price was based on preliminary estimates, and will be revised upon final
determination of the fair values of the assets acquired and liabilities assumed.
The acquisition was accounted for under the purchase method of accounting and,
accordingly, the results of operations of Multigraphics are included in the
consolidated financial statements from the date of acquisition. The following
pro forma information presents the results of operations for the nine months
ended September 30, 2000 and 1999, respectively, as though the acquisition had
occurred on January 1, 1999. The pro forma amounts give effect to certain
adjustments, principally goodwill amortization and depreciation expense related
to the write-off of redundant computer equipment, software, and leasehold
improvements. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which actually would have resulted had the acquisition occurred on January 1,
1999:
5
8
Nine Months Ended
--------------------------------
September 30, September 30,
2000 1999
------------- --------------
Net revenues $ 182,624 $ 206,492
Operating loss from continuing operations (4,658) (3,269)
Net loss (3,846) (9,395)
D. DISCONTINUED OPERATION
On April 27, 2000, the Company entered into a definitive agreement to sell
substantially all of the assets and related liabilities of its wholly-owned
subsidiary, Curtis Industries, Inc. ("Curtis") which comprised entirely the
Company's automotive and industrial supplies segment. The transaction closed on
May 10, 2000 and the Company received net proceeds of $61.0 million and the sale
resulted in a $10.3 million gain.
The disposition of Curtis represents the disposal of a segment of a business
under APB Opinion No. 30. Accordingly, the consolidated statements of operations
have been restated to reflect the results of Curtis as a discontinued operation.
Net revenues of Curtis for the three-month period ended September 30, 1999 were
$21.3 million. For the nine-month periods ended September 30, 2000 and 1999, net
revenues were $27.7 million and $62.8 million, respectively.
E. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
F. COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss) are as follows:
Three Months Ended Nine Months Ended
-------------------------------------- ---------------------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2000 1999 2000 1999
------------------ ---------------- -------------- ---------------
Net loss $ (4,095) $(3,791) $ (3,520) $ (9,267)
Foreign currency translation adjustment (13) 308 (254) 47
------------------ ---------------- -------------- ---------------
Comprehensive loss $ (4,108) $ (3,483) $ (3,774) $ (9,220)
================== ================ ============== ===============
G. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, short-term investments, trade
receivables and payables approximates fair value because of the short maturity
of these instruments. The carrying amount of the revolving credit facility
approximates fair value. The carrying amount of the Senior Notes exceeds its
fair value at September 30, 2000 by $66,700. The fair value of the Senior Notes
has been determined using the market price of the related securities at
September 30, 2000.
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H. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement 133, "Accounting for Derivative
Instruments and Hedging Activities" which, as amended by FASB Statement 137, is
required to be adopted no later than January 1, 2001. Statement 133 requires all
derivatives to be recognized as either assets or liabilities in the balance
sheet and be measured at fair value. The Company is currently evaluating
Statement 133 and because the Company expects to have a minimal use of
derivatives, management does not anticipate that the adoption of the new
Statement will have a material effect on the results of operations or the
financial position of the Company.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) 101, "Revenue Recognition in Financial Statements," which
summarizes the staffs views regarding the application of generally accepted
accounting principles to selected revenue recognition issues and is effective
for the fourth quarter of 2000. The Company is currently assessing the impact
SAB 101 will have on the Company's results of operations.
I. INVENTORIES
Domestic inventories, which represent approximately 82% of total consolidated
inventory, are determined on the last-in, first-out (LIFO) basis and foreign
inventories are determined on the first-in, first-out (FIFO) basis. Where
necessary, reserves are provided to value inventory at the lower of cost or
market.
Inventories are summarized as follows:
September 30, 2000 December 31, 1999
--------------------- ---------------------
Raw materials and work in process $ 8,710 $ 5,527
Finished goods 39,278 37,290
LIFO reserve (1,516) 3,107
--------------------- ---------------------
$ 46,472 $ 45,924
===================== =====================
J. INCOME TAXES
On March 14, 2000, A.B.Dick Company ("A.B.Dick"), a wholly-owned subsidiary of
the Company, elected C Corporation status for United States income tax purposes
effective January 1, 2000. Accordingly, as of January 1, 2000, A.B.Dick
recognized its existing deferred income taxes. On July 14, 2000, the Company
elected C Corporation status for United States income tax purposes effective May
12, 2000. The Company did not have any deferred income taxes. Prior to these
elections, the Company and its wholly-owned subsidiary, A.B.Dick, were treated
as Subchapter S Corporations for United States income tax purposes. For 1999,
the Company's United States operations were not subject to income taxes as
separate entities and the Company's United States income is included in the
income tax returns of the Stockholder. Under the terms of the Tax Payment
Agreement with the Stockholder, the Company makes distributions to the
stockholder for payment of income taxes as required. The foreign subsidiaries of
A.B.Dick are subject to foreign income taxes. For the three months ended
September 30, 2000 and 1999, the Company had foreign income tax expense from
continuing operations of $31 and benefit of $52, respectively. For the nine
months ended September 30, 2000 and 1999, the Company had foreign income tax
expense from continuing operations of $131 and $0, respectively.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The net operating loss
and AMT credit carryforwards principally resulted from the Company's acquisition
of Multigraphics. The acquired carryforwards are subject to the Section 382
limitations imposed by the Internal Revenue Code of 1986, as amended, and the
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regulations thereunder. The net operating loss carryforwards expire beginning in
the year 2000. Where the Company has determined that it is more likely than not
that the net deferred tax assets will not be realized, a valuation allowance has
been established.
Significant components of the Company's deferred income tax assets and
liabilities at September 30, 2000 are as follows:
September 30
2000
---------
Deferred income tax assets:
Accrued liabilities $ 7,818
Capitalized research and development 1,198
Property, plant and equipment 825
Allowance for doubtful accounts 627
AMT credit carryforward 1,800
Net operating loss carryforward 86,422
Other 2,027
Restructuring reserves 1,896
---------
102,613
Valuation allowance (97,728)
---------
Total deferred income tax assets 4,885
Deferred income tax liabilities:
Inventory (4,539)
Other (346)
---------
Total deferred income tax liabilities (4,885)
---------
Net deferred income taxes $ 0
=========
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K. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES
The Company's domestic subsidiaries excluding the Multigraphics LLC, all of
which are directly or indirectly wholly owned, are the only guarantors of the
Senior Notes. The guarantees are full, unconditional and joint and several.
Separate financial statements of these guarantor subsidiaries are not presented
as management has determined that they would not be material to investors.
The Company's foreign subsidiaries and Multigraphics LLC are not guarantors of
the Senior Notes. Summarized consolidating balance sheets as of September 30,
2000 and December 31, 1999 for the Company, the guarantor subsidiaries, and the
non-guarantor subsidiaries are as follows (in thousands):
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
BALANCE SHEET DATA
(SEPTEMBER 30, 2000):
Current assets:
Cash and cash equivalents $ 4,206 $ 50,842 $ 1,257 - $ 56,305
Accounts receivable, net - 29,935 6,066 - 36,001
Inventories - 38,105 9,044 (677) 46,472
Other 215 4,751 2,208 - 7,174
--------- --------- --------- --------- ---------
Total current assets 4,421 123,633 18,575 (677) 145,952
Property, plant and equipment, net - 11,084 1,164 - 12,248
Goodwill, net - 31,810 - - 31,810
Investment in subsidiaries 98,552 11,867 - (110,419) -
Other assets 3,788 341 - - 4,129
--------- --------- --------- --------- ---------
$ 106,761 $ 178,735 $ 19,739 $(111,096) $ 194,139
========= ========= ========= ========= =========
Current liabilities:
Revolving credit facility $ 20,000 $ - $ - $ - $ 20,000
Accounts payable - 21,551 2,209 - 23,760
Accrued expenses 5,676 14,139 4,604 - 24,419
Deferred service revenue - 16,261 974 - 17,235
Due to GEC - 817 - - 817
Current portion of long-term debt
and capital lease obligations - 1,102 815 - 1,917
Intercompany 6,364 (2,300) (4,064) - -
--------- --------- --------- --------- ---------
Total current liabilities 32,040 51,570 4,538 - 88,148
Senior notes 115,000 - - - 115,000
Other long-term debt and capital lease
obligations, less current portion - 2,045 122 - 2,167
Retirement obligations - 4,021 4,222 - 8,243
Other long-term liabilities - 5,947 2,913 - 8,860
Stockholders' equity (deficit) (40,279) 115,152 7,944 (111,096) (28,279)
--------- --------- --------- --------- ---------
$ 106,761 $ 178,735 $ 19,739 $(111,096) $ 194,139
========= ========= ========= ========= =========
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K. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
BALANCE SHEET DATA
(DECEMBER 31, 1999):
Current assets:
Cash and cash equivalents $ 7,760 $ 5,396 $ 2,185 $ - $ 15,341
Short-term investments 3,610 - - - 3,610
Accounts receivable, net 31,254 26,155 9,788 (31,254) 35,943
Inventories - 35,880 10,238 (194) 45,924
Other 398 889 636 - 1,923
--------- --------- --------- --------- ---------
Total current assets 43,022 68,320 22,847 (31,448) 102,741
Property, plant and equipment, net 5 19,040 1,318 - 20,363
Goodwill, net - 30,637 55 - 30,692
Investment in subsidiaries 58,488 15,028 - (73,516) -
Other assets 6,839 17 4 - 6,860
--------- --------- --------- --------- ---------
$ 108,354 $ 133,042 $ 24,224 $(104,964) $ 160,656
========= ========= ========= ========= =========
Current liabilities:
Revolving credit facility $ 10,219 $ - $ - $ - $ 10,219
Accounts payable - 16,167 2,646 - 18,813
Accrued expenses 3,324 13,968 3,443 - 20,735
Deferred service revenue - 4,942 1,095 - 6,037
Due to GEC - 852 - - 852
Current portion of long-term debt
and capital lease obligations - 1,448 50 - 1,498
Intercompany - 27,123 5,163 (32,286) -
--------- --------- --------- --------- ---------
Total current liabilities 13,543 64,500 12,397 (32,286) 58,154
Senior notes 115,000 - - - 115,000
Other long-term debt and capital lease
obligations, less current portion - 1,717 132 - 1,849
Retirement obligations - 3,539 7 - 3,546
Other long-term liabilities - 2,296 - - 2,296
Stockholders' equity (deficit) (20,189) 60,990 11,688 (72,678) (20,189)
--------- --------- --------- --------- ---------
$ 108,354 $ 133,042 $ 24,224 $(104,964) $ 160,656
========= ========= ========= ========= =========
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K. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED
Summarized consolidating statements of income for the three months ended
September 30, 2000 and 1999, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
INCOME STATEMENT DATA:
(THREE MONTHS ENDED SEPTEMBER 30, 2000):
Net revenue $ - $ 50,227 $ 6,069 $ (602) $ 55,694
Cost of revenue - 37,843 4,146 (602) 41,387
--------- --------- --------- --------- ---------
Gross profit - 12,384 1,923 - 14,307
Total operating expenses 540 11,974 2,919 - 15,433
--------- --------- --------- --------- ---------
Operating income (loss) (540) 410 (996) - (1,126)
Interest income (expense), net (4,622) 1,915 19 - (2,688)
Other income (expense) 118 128 (300) (15) (69)
--------- --------- --------- --------- ---------
Income (loss) from continuing
operations before income taxes (5,044) 2,453 (1,277) (15) (3,883)
Income tax expense - 9 22 - 31
--------- --------- --------- --------- ---------
Income (loss) from continuing
operations (5,044) 2,444 (1,299) (15) (3,914)
Discontinued operations:
Loss from discontinued
operations, net of tax - (181) - - (181)
--------- --------- --------- --------- ---------
Net income (loss) $ (5,044) $ 2,263 $ (1,299) $ (15) $ (4,095)
========= ========= ========= ========= =========
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
INCOME STATEMENT DATA:
(THREE MONTHS ENDED SEPTEMBER 30, 1999):
Net revenue $ - $ 29,698 $ 9,120 $ (754) $ 38,064
Cost of revenue - 22,031 6,492 (754) 27,769
--------- --------- --------- --------- ---------
Gross profit - 7,667 2,628 - 10,295
Total operating expenses 192 8,887 3,663 106 12,848
--------- --------- --------- --------- ---------
Operating income (loss) (192) (1,220) (1,035) (106) (2,553)
Interest income (expense), net (2,277) (373) 8 - (2,642)
Other income (expense) - 109 (28) - 81
--------- --------- --------- --------- ---------
Loss from continuing
operations before income taxes (2,469) (1,484) (1,055) (106) (5,114)
Income tax expense (benefit) - 14 (66) - (52)
--------- --------- --------- --------- ---------
Loss from continuing operations (2,469) (1,498) (989) (106) (5,062)
Discontinued operations:
Income (loss) from discontinued
operations, net of tax - 1,280 (100) 91 1,271
--------- --------- --------- --------- ---------
Net loss $ (2,469) $ (218) $ (1,089) $ (15) $ (3,791)
========= ========= ========= ========= =========
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K. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED
Summarized consolidating statements of income for the Nine months ended
September 30, 2000 and 1999, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
INCOME STATEMENT DATA:
(NINE MONTHS ENDED SEPTEMBER 30, 2000):
Net revenue $ - $ 150,110 $ 26,907 $ (2,403) $ 174,614
Cost of revenue - 112,199 20,040 (2,403) 129,836
--------- --------- --------- --------- ---------
Gross profit - 37,911 6,867 - 44,778
Total operating expenses 2,239 38,140 8,790 123 49,292
--------- --------- --------- --------- ---------
Operating (loss) (2,239) (229) (1,923) (123) (4,514)
Interest income (expense), net (10,119) 242 43 - (9,834)
Other income (expense) (3,176) 81 (450) 3,471 (74)
--------- --------- --------- --------- ---------
Income (loss) from continuing
operations before income taxes (15,534) 94 (2,330) 3,348 (14,422)
Income tax expense - 31 100 - 131
--------- --------- --------- --------- ---------
Income (loss) from continuing (15,534) 63 (2,430) 3,348 (14,553)
operations
Discontinued operations:
Income (loss) from discontinued
operations, net of tax - 1,006 (356) 123 773
Gain on disposal of discontinued
operations - 10,260 - - 10,260
--------- --------- --------- --------- ---------
- 11,266 (356) 123 11,033
Net income (loss) $ (15,534) $ 11,329 $ (2,786) $ 3,471 $ (3,520)
========= ========= ========= ========= =========
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
INCOME STATEMENT DATA:
(NINE MONTHS ENDED SEPTEMBER 30, 1999):
Net revenue $ - $ 96,817 $ 31,322 $ (2,821) $ 125,318
Cost of revenue - 72,001 22,603 (2,821) 91,783
--------- --------- --------- --------- ---------
Gross profit - 24,816 8,719 - 33,535
Total operating expenses 481 27,204 10,054 295 38,034
--------- --------- --------- --------- ---------
Operating loss (481) (2,388) (1,335) (295) (4,499)
Interest income (expense), net (7,207) (1,112) 36 - (8,283)
Other income (expense) - 39 (12) - 27
--------- --------- --------- --------- ---------
Loss from continuing operations
before income taxes (7,688) (3,461) (1,311) (295) (12,755)
Income tax expense (benefit) - 37 (37) - -
--------- --------- --------- --------- ---------
Loss from continuing operations (7,688) (3,498) (1,274) (295) (12,755)
Discontinued operations:
Income (loss) from discontinued
operations, net of tax - 3,326 (143) 305 3,488
--------- --------- --------- --------- ---------
Net income (loss) $ (7,688) $ (172) $ (1,417) $ 10 $ (9,267)
========= ========= ========= ========= =========
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K. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES - CONTINUED
Summarized consolidating statements of cash flows for the nine months ended
September 30, 2000 and 1999, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
CASH FLOW DATA:
(NINE MONTHS ENDED SEPTEMBER 30, 2000):
Net cash provided by (used in)
operating activities $ (9,887) $ (5,202) $ (966) $ 3,471 $ (12,584)
Investing activities:
Acquisition of business, net of cash (12,472) - - 486 (11,986)
acquired
Purchases of property, plant and
equipment, net - (2,036) (62) - (2,098)
Proceeds from sale of business - 60,977 - - 60,977
Decrease in short-term investments 3,610 - - - 3,610
--------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities (8,862) 58,941 (62) 486 50,503
Financing activities:
Borrowings on revolving credit facilities 9,781 - - - 9,781
Decrease in amounts due to GEC - (35) - - (35)
Proceeds from long-term borrowings - 27 40 - 67
Principal payments on long-term - (2,024) (55) - (2,079)
borrowings
Intercompany 5,414 (4,459) 3,002 (3,957) -
Dividends received/(paid) 4,500 (4,500) - - -
Distribution for taxes (4,500) - - - (4,500)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities 15,195 (10,991) 2,987 (3,957) 3,234
Effect of exchange rate changes on cash - 8 (197) - (189)
--------- --------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents (3,554) 42,756 1,762 - 40,964
Cash and cash equivalents at beginning
of period 7,760 5,396 2,185 - 15,341
--------- --------- --------- --------- ---------
Cash and cash equivalents at end of period $ 4,206 $ 48,152 $ 3,947 $ - $ 56,305
========= ========= ========= ========= =========
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16
Combined Combined
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Total
--------- --------- --------- --------- ---------
CASH FLOW DATA:
(NINE MONTHS ENDED SEPTEMBER 30, 1999):
Net cash provided by (used in)
operating activities $ (4,549) $ 1,080 $ (1,118) $ - $ (4,587)
Investing activities:
Purchases of property, plant, and
equipment, net (5) (4,072) (486) - (4,563)
Decrease in short-term investments 3,897 - - - 3,897
--------- --------- --------- --------- ---------
Net cash provided by (used in)
Investing activities 3,892 (4,072) (486) - (666)
Financing activities:
Borrowings on revolving credit facilities 8,947 - - - 8,947
Decrease in amounts due to GEC - (899) - - (899)
Proceeds from long-term borrowings - 588 220 - 808
Principal payments on long-term - (1,569) (20) - (1,589)
borrowings
Intercompany (8,272) 8,385 (113) - -
--------- --------- --------- --------- ---------
Net cash provided by financing activities 675 6,505 87 - 7,267
Effect of exchange rate changes on cash - (155) 202 - 47
--------- --------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents 18 3,358 (1,315) - 2,061
Cash and cash equivalents at beginning
of period 28 4,174 3,260 - 7,462
--------- --------- --------- --------- ---------
Cash and cash equivalents at end of period $ 46 $ 7,532 $ 1,945 $ - $ 9,523
========= ========= ========= ========= =========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
For further information, refer to the consolidated financial statements and
footnotes of Paragon Corporate Holdings Inc. set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
GENERAL
The Company, through its wholly-owned subsidiaries, is engaged in the
manufacture and distribution of printing equipment and supplies. On May 10,
2000, the Company sold substantially all of the assets and liabilities of its
Curtis Industries, Inc. ("Curtis") subsidiary previously reported as the
automotive and industrial supplies segment. As a result of the sale, the Company
received net proceeds of $61.0 million and realized a gain of $10.3 million. The
results of operations for Curtis have been reported as a discontinued operation.
The following discussion and analysis of operating results excludes the results
of Curtis. The Company's printing equipment and supplies business is a leading
manufacturer, marketer, and distributor of printing products for the global
quick print, small commercial, and in-plant printing markets.
On January 27, 2000, the Company acquired all of the outstanding common stock of
Multigraphics, Inc. ("Multigraphics"). The acquisition has been accounted for as
a purchase and, accordingly, the consolidated financial statements include the
results of Multigraphics' operations since the date of acquisition.
RESULTS OF CONTINUING OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000, COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999:
NET REVENUE
For the three months ended September 30, 2000, net revenue increased $17.6
million or 46.3% to $55.7 from $38.1 million for the quarter ended September 30,
1999. The increase was principally attributable to the acquisition of
Multigraphics. Printing equipment sales increased $2.2 million or 18.4% over the
prior year to $14.0 million. The increase was principally attributable to the
inclusion of Multigraphics sales of $1.7 million and an increase in the sales of
digital equipment, partially offset by a decline in the sales of analog
equipment. Printing supplies sales increased $7.7 million or 46.4% from the
prior year to $24.3 million. The increase was principally attributable to the
inclusion of Multigraphics sales of $8.8 million, offset by weakness in certain
international markets, a decline in the supply stream of previously discontinued
domestic equipment, and lower optical equipment supplies sales. The decrease in
supply sales on discontinued products was partially offset by increases in sales
of digital equipment supplies. Repair parts and service revenues increased $7.8
million or 80.9% to $17.4 million. The increase was principally attributable to
the acquisition of Multigraphics.
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GROSS PROFIT
Gross profit increased $4.0 million or 39.0% to $14.3 million for the quarter
ended September 30, 2000, from $10.3 million for the quarter ended September 30,
1999. Gross profit as a percentage of sales was 25.7% during the third quarter
of 2000 compared to 27.1% for the same period last year. The decrease in gross
profit percentage is primarily attributable to inventory valuation allowances on
discontinued products, increased freight costs, and lower sales of higher margin
repair parts. The Company believes that its margin percentage may decrease in
the future as its sales shift from higher margin analog products to lower margin
digital products. To offset lower margins, the Company continues to seek to
increase operational efficiency and lower expenses.
COSTS AND EXPENSES
Costs and expenses increased by $2.6 million to $15.4 million for the quarter
ended September 30, 2000 from $12.8 million for the quarter ended September 30,
1999. The acquisition of Multigraphics accounted for the majority of this
increase. Costs and expenses as a percent to revenues decreased from 33.8% in
1999 to 27.7% in 2000 due primarily to the elimination of redundant staffing and
facilities costs relating to the acquisition of Multigraphics. Costs and
expenses for 2000 include $0.5 million in charges for relocation and severance
costs for A.B.Dick following the acquisition of Multigraphics.
OPERATING LOSS
The operating loss decreased to ($1.1) million for the quarter ended September
30, 2000 from ($2.6) million for the quarter ended September 30, 1999. The
decrease in operating loss from 1999 resulted primarily from the synergies
attributable to the acquisition of Multigraphics mentioned above.
NINE MONTHS ENDED SEPTEMBER 30, 2000, COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999:
NET REVENUE
For the nine months ended September 30, 2000, net revenue increased $49.3
million or 39.3% to $174.6 from $125.3 million for the nine months ended
September 30, 1999. The increase was principally attributable to the inclusion
of the results of operations of Multigraphics since the date of acquisition.
Printing equipment sales increased $5.6 million or 12.7% over the prior year to
$49.6 million. The increase was principally attributable to the inclusion of
Multigraphics sales and an increase in the sales of digital equipment, partially
offset by a decline in the sales of analog equipment and weaker demand levels in
certain European markets. Printing supplies sales increased $21.6 million or
41.5% from the prior year to $73.7 million. The increase was principally
attributable to the inclusion of Multigraphics sales, offset by weakness in
certain international markets, a decline in the supply stream on previously
discontinued domestic equipment, and lower optical equipment supplies sales. The
decrease in supply sales on discontinued products was partially offset by
increases in sales of digital equipment supplies. Repair parts and service
revenues increased $22.1 million or 75.8% to $51.3 million, the majority of
which was attributable to Multigraphics.
GROSS PROFIT
Gross profit increased $11.3 million or 33.5% to $44.8 million for the nine
months ended September 30, 2000, from $33.5 million for the nine months ended
September 30, 1999. Gross profit as a percentage of sales was 25.6% during the
first nine months of 2000 compared to 26.8% for the same period last year. The
decrease in gross profit percentage is attributable primarily to increased
freight costs, an increase in inventory valuation allowances on discontinued
16
19
products, and lower service margins due to decreased installations and service
contracts on previously discontinued equipment. The Company believes that its
margin percentage may decrease in the future as its sales shift from higher
margin analog products to lower margin digital products. To offset lower
margins, the Company continues to seek to increase operational efficiency and
lower expenses.
COSTS AND EXPENSES
Costs and expenses increased by $11.3 million to $49.3 million for the nine
months ended September 30, 2000 from $38.0 million for the nine months ended
September 30, 1999. Costs and expenses for 2000 include $1.6 million in charges
for relocation and severance costs for A.B.Dick following the acquisition of
Multigraphics. For the first nine months of 1999, relocation and severance costs
for A.B.Dick were $1.6 million. The increase in cost and expenses is primarily
attributable to the inclusion of Multigraphics. Costs and expenses as a percent
to revenues decreased from 30.4% in 1999 to 28.2% in 2000 due primarily to the
elimination of redundant staffing and facilities costs relating to the
acquisition of Multigraphics.
OPERATING LOSS
The operating loss was ($4.5) million for both the nine months ended September
30, 2000 and the nine months ended September 30, 1999.
RESTRUCTURING CHARGE
In connection with the acquisition of Multigraphics, the Company is in the
process of integrating the Multigraphics operations into its A.B.Dick business.
As part of this integration, the Company anticipates that it will incur
restructuring costs of approximately $2.0 million comprised primarily of
relocation and severance costs that will be expensed during 2000. Severance and
other costs pertaining to Multigraphics that qualify under EITF 95-3,
Recognition of Liabilities in Connection with a Purchase Business Combination,
are included in the purchase price allocation.
INTERNATIONAL OPERATIONS
The Company transacts business in a number of countries throughout the world and
has facilities in the United States, Canada, the United Kingdom, the
Netherlands, and Belgium. As a result, the Company is subject to business risks
inherent in non-U.S. operations, including political and economic uncertainty,
import and export limitations, exchange controls, and currency fluctuations. The
Company believes that the risks related to its foreign operations are mitigated
by the relative political and economic stability of the countries in which its
largest foreign operations are located. As the U.S. dollar strengthens and
weakens against foreign currencies in which the Company transacts business, its
financial results will be affected. The principal foreign currencies in which
the Company transacts business are the Japanese yen, the Canadian dollar, the
British pound sterling, the Dutch guilder, and the Belgian franc. The
fluctuation of the U.S. dollar versus other currencies resulted in increases
(decreases) to stockholders' equity of approximately ($0.3) million and $0.1
million for the nine months ended September 30, 2000 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $12.6 million and $4.6 million for the
nine months ended September 30, 2000 and 1999, respectively. The increase in net
cash used in operating activities in 2000 was principally the result of
operating losses and interest costs. Net cash used in operating activities in
1999 was also primarily attributable to operating losses and interest costs.
The net cash provided by (used in) investing activities was $50.5 million and
($0.7) million for the nine months ended September 30, 2000 and 1999,
respectively. The 2000 amount reflects the
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20
cash cost of the Multigraphics acquisition of $12.0 million and the proceeds
from the sale of the net assets in Curtis of $61.0 million. For 1999, net cash
used in investing activities includes the liquidation of short-term investments
of $3.9 million used primarily to fund operating activities and capital
expenditures of $4.6 million.
Net cash provided by financing activities was $3.2 million and $7.3 million for
the nine months ended September 30, 2000 and 1999, respectively. The net cash
provided by financing activities in 2000 was primarily the result of net
borrowings under the Company's revolving credit facility of $9.8 million, which
included $12.0 million to fund the Multigraphics acquisition. The net cash
provided by financing activities in 1999 was primarily the result of borrowings
under the Company's revolving credit facility of $8.9 million primarily to fund
operating activities.
The Company's primary capital requirements (excluding acquisitions) consist of
working capital, capital expenditures and debt service. The Company expects
current financial resources and funds from operations to be adequate to meet
current cash requirements. At September 30, 2000, the Company had cash and cash
equivalents of $56.3 million and unused credit facilities of $7.4 million
available for its use. At September 30, 2000 the Company was in violation of
certain financial covenants under the terms of the revolving credit agreement.
The Company has received waivers of these covenant violations through December
31, 2000.
CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES
This Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contains forward-looking statements within the meaning of the
federal securities laws. As a general matter, forward-looking statements are
those focused upon future plans, objectives, or performance as opposed to
historical items and include statements of anticipated events or trends and
expectations and beliefs relating to matters that are not historical in nature.
Such forward-looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of the Company,
that could cause actual results of the Company to differ materially from those
matters expressed in or implied by such forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company assumed its securities that are available for sale are similar
enough to aggregate those securities for presentation purposes. Under the terms
of the bond indenture, the Company's short-term investments are limited to,
among others, securities issued by or insured by the full faith and credit of
the U.S. government, certificates of deposit or eurodollar time deposits or
commercial paper having the highest rating available from Moody's or Standard &
Poor's. Maturities can be between six months and one year from the date of
purchase, except that maturities in excess of six months cannot exceed 40% of
the total investments.
The Company's interest income and expense are most sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in the U.S.
interest rates affect interest earned on the Company's cash equivalents and
short-term investments as well as interest paid on a portion of its debt. To
mitigate the impact of fluctuations in U.S. interest rates, the Company
generally maintains the majority of its debt as fixed rate by borrowing on a
long-term basis.
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21
The Company's earnings are also affected by fluctuations in the value of the
U.S. dollar as compared to foreign currencies, predominantly in European
countries. An additional risk relates to product shipped between the Company's
European subsidiaries. In addition to the impact on the intercompany balances,
changes in exchange rates also affect volume of sales or the foreign currency
sales price as competitors products become more or less attractive.
The carrying amount of cash and cash equivalents, trade receivables and payables
approximates fair value because of the short maturity of these instruments. The
carrying amount of the revolving credit facility approximates fair value. The
carrying amount of the Senior Notes exceeds its fair value at September 30, 2000
by $66,700. The fair value of the Senior Notes has been determined using the
market price of the related securities at September 30, 2000.
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22
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Index of Exhibits
(b) Exhibit 27 - Financial Data Schedule
(c) Reports on Form 8-K filed in the third quarter of 2000
None.
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23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PARAGON CORPORATE HOLDINGS INC.
By: /s/ Frank D. Zaffino
--------------------
FRANK D. ZAFFINO
President and Chief Executive Officer and Director (As duly
authorized representative and Principal Executive Officer)
PARAGON CORPORATE HOLDINGS INC.
By: /s/ Gregory T. Knipp
--------------------
GREGORY T. KNIPP
Acting Chief Financial Officer (As duly authorized representative
and as Principal Financial and Accounting Officer)
A.B.DICK COMPANY
By: /s/ Gregory T. Knipp
--------------------
GREGORY T. KNIPP
Chief Financial Officer (As duly authorized representative
and as Principal Financial and Accounting Officer)
C I, INC. F/K/A CURTIS INDUSTRIES, INC.
By: /s/ Gregory T. Knipp
--------------------
GREGORY T. KNIPP
Acting Chief Financial Officer (As duly authorized representative
and as Principal Financial and Accounting Officer)
ITEK GRAPHIX CORP.
By: /s/ Frank D. Zaffino
--------------------
FRANK D. ZAFFINO
President and Chief Executive Officer (As duly authorized
Officer)
Date: November 14, 2000
-----------------
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24
PARAGON CORPORATE HOLDINGS INC.
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 (a) Certificate of Incorporation of Paragon Corporate Holdings Inc., as currently in effect. *
(b) Certificate of Amendment to Certificate of Incorporation of Paragon Corporate Holdings Inc., *****
as currently in effect, dated May 26, 2000.
3.2 By-Laws of Paragon Corporate Holdings Inc. as currently in effect *
3.3 Certificate of Incorporation of A.B.Dick Company, as currently in effect *
3.4 By-Laws of A.B.Dick Company, as currently in effect. *
3.5 (a) Certificate of Incorporation of Curtis Industries, Inc. as currently in effect. *
(b) Certificate of Amendment to Certificate of Incorporation of Curtis Industries, Inc., as currently in
effect.
3.6 By-Laws of Curtis Industries, Inc. as currently in effect. *
3.7 Certificate of Incorporation of Itek Graphix Corp. , as currently in effect. *
3.8 By-Laws of Itek Graphix Corp., as currently in effect. *
3.9 Certificate of Incorporation of Curtis Sub, Inc., as currently in effect. *
3.10 By-Laws of Curtis Sub, Inc., as currently in effect. *
4.1 Indenture, dated as of April 1, 1998, among Paragon Corporate Holdings Inc., A.B.Dick Company, Curtis *
Industries, Inc., Itek Graphix Corp., Curtis Sub, Inc and Norwest Bank Minnesota, National Association, as Trustee
(containing, as exhibits, specimens of the Series A Notes and the Series B Notes).
4.4 (a) Credit and Security Agreement, dated as of April 1, 1998 amended by Amendment I, between Paragon *
Corporate Holdings Inc. and Key Corporate Capital Inc.
(b) Amendment I, dated as of March 17, 1999, to the Credit and Security Agreement, dated as of April 1, 1998 *
between Paragon Corporate Holdings Inc. and Key Corporate Capital Inc.
(c) Waiver and Amendment to the Credit and Security Agreement, dated March 29, 2000, between Paragon **
Corporate Holdings Inc.and Key Corporate Capital, Inc.
(d) Amendment No. 2 to Credit and Security Agreement dated March 31, 2000, between Paragon Corporate *****
Holdings Inc. and Key Corporate Capital, Inc.
(e) Amendment No. 3 to Credit and Security Agreement dated May 10, 2000, between Paragon Corporate Holdings *****
Inc. and Key Corporate Capital, Inc.
(f) Waiver Letter to the Credit and Security Agreement dated August 14, 2000 between Paragon Corporate
Holdings Inc. and Key Corporate Capital, Inc.
10.1 Agreement and Plan of Merger, dated as of November 6, 1997, among Paragon Corporate Holdings Inc., Curtis **
Industries, Inc. and Curtis Acquisition Group.
10.2 Stock Purchase Agreement, dated as of December 19, 1996, between Paragon Corporate Holdings Inc. and GEC *
Incorporated.
10.3 Management Agreement, dated as of April 1, 1998, between Paragon Corporate Holdings Inc. and NESCO, Inc. *
10.4 Tax Payment Agreement, dated as of April 1, 1998, among Paragon Corporate Holdings Inc., A.B.Dick Company, *
Curtis Industries, Inc., Itek Graphix Corp., Curtis Sub, Inc. and NES Group, Inc.
10.5 Agreement dated November 10, 1995 between A.B.Dick Company and Gerald J McConnell. *
10.6 Severance and Non-Competition Agreement dated February 28, 1996 between Curtis Industries, Inc. and A. Keith *
Drewett.
10.7 Agreement dated July 2, 1998 among Curtis Industries, Inc., Paragon Holdings Inc. and A. Keith Drewett. ***
10.8 Agreement and plan of merger, dated September 29, 1999 between Multi Acquisition Corp., a wholly-owned ****
subsidiary of Paragon Corporate Holdings Inc., and Multigraphics, Inc.
27 Financial Data Schedule
* Incorporated by reference from Form S-4 Registration Number 333-51569 filed under the Securities Act of 1933,
as amended
** Incorporated by reference from Form 10-K File Number 333-51569 filed March 31, 2000
*** Incorporated by reference from Amendment No. 2 to Form S-4 Registration Number 333-51569 filed July 17, 1998
under the Securities Act of 1933, as amended
**** Incorporated by reference from Appendix A of Schedule 14A filed December 6, 1999, by Multigraphics, Inc.
***** Incorporated by reference from Form 10-Q File Number 333-51569 filed August 14, 2000.
22