1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ COMMISSION FILE #0-16148 Multi-Color Corporation (Exact name of Registrant as specified in its charter) OHIO (State or other jurisdiction of 31-1125853 incorporation or organization) (IRS Employer Identification No.) 4575 EASTERN AVENUE, CINCINNATI, OHIO 45226 (Address of principal executive offices) Registrant's telephone number - 513/321-5381 ______________________________________ 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 the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. COMMON SHARES, NO PAR VALUE - 2,172,569 (as of July 21, 1995) -1- 2 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MULTI-COLOR CORPORATION Statements of income (Prepared Without Audit) (Thousands except per share amounts) Thirteen Weeks Ended ---------------------------------- July 2, 1995 July 3, 1994 ------------ ------------ NET SALES $ 15,507 $ 16,063 COST OF GOODS SOLD 13,439 14,609 -------- -------- Gross Profit 2,068 1,454 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,503 1,682 -------- -------- Operating income (Loss) $ 565 $( 228) OTHER EXPENSE (INCOME) ( 25) 54 INTEREST EXPENSE 377 365 -------- -------- Income (Loss) Before Taxes and Extraordinary Item $ 213 $( 647) PROVISION (CREDIT) FOR TAXES -0- -0- -------- -------- NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM $ 213 $( 647) -------- -------- Extraordinary Item - Loss on Extinguishment of Debt -0- $ 225 -------- -------- NET INCOME (LOSS) $ 213 $( 872) ======== ======== NET EARNINGS (LOSS) PER SHARE BEFORE EXTRAORDINARY ITEM $ 0.10 $( 0.30) -------- -------- EXTRAORDINARY ITEM $ - $ 0.10 -------- -------- NET EARNINGS (LOSS) PER SHARE $ 0.10 $( 0.40) ======== ======== AVERAGE NUMBER OF SHARES OUTSTANDING 2,172 2,155 ======== ======== <FN> The accompanying notes are an integral part of this financial information. -2- 3 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) MULTI-COLOR CORPORATION Balance Sheets (Thousands) ASSETS ------ July 2, 1995 April 2, 1995 ----------------------- --------------------- (Derived from Audited (Prepared Without Audit) Financial Statements) CURRENT ASSETS Cash and Cash Equivalents $ 25 $ 16 Accounts Receivable 5,981 7,635 Note Receivable 88 67 Inventories Raw Materials 1,405 2,061 Work in Progress 1,475 1,472 Finished Goods 2,606 3,129 Deferred Tax Benefit 604 604 Prepaid Expenses and Supplies 40 114 -------- -------- Total Current Assets $ 12,224 $ 15,098 -------- -------- SINKING FUND - IRB $ 600 $ 400 -------- -------- PROPERTY, PLANT, AND EQUIPMENT $ 33,662 $ 33,398 ACCUMULATED DEPRECIATION (14,227) (13,609) -------- -------- $ 19,436 $ 19,789 -------- -------- DEFERRED CHARGES, net $ 121 $ 149 -------- -------- NOTE RECEIVABLE $ 348 $ 373 -------- -------- NOTE RECEIVABLE FROM OFFICERS/SHAREHOLDERS $ 150 $ 150 -------- -------- $ 32,878 $ 35,959 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Short-Term Debt $ 2,633 $ 4,105 Current portion of long-term debt 1,015 1,093 Accounts Payable 7,336 9,597 Accrued Expenses 3,152 2,634 Long-Term Debt Subject to Acceleration 14,700 14,700 -------- -------- Total Current Liabilities $ 28,836 $ 32,129 -------- -------- LONG-TERM DEBT, excluding current portion $ 7 $ 8 -------- -------- DEFERRED TAXES $ 604 $ 604 -------- -------- DEFERRED COMPENSATION $ - $ - -------- -------- PENSION LIABILITY $ 220 $ 220 -------- -------- Total Liabilities $ 29,667 $ 32,961 -------- -------- SHAREHOLDERS' EQUITY Common Stock, no par value $ 9,357 $ 9,357 Retained Earnings (Accumulated Deficit) (5,687) (5,900) Excess of Additional Pension Liability Over Unrecognized Prior Service Cost (459) (459) -------- -------- Total Shareholders' Equity 3,211 2,998 -------- -------- $ 32,878 $ 35,959 ======== ======== <FN> The accompanying notes are an integral part of this financial information. -3- 4 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) MULTI-COLOR CORPORATION Statements of Cash Flows (Prepared Without Audit) (Thousands) Thirteen Weeks Ended --------------------------------------- July 2, 1995 July 3, 1994 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (loss) $ 213 $( 872) Adjustments to reconcile net income (loss) to net cash provided by operating activities - Depreciation and amortization 640 690 Increase (decrease) in deferred income taxes - - Increase (decrease) in deferred compensation - ( 288) (Increase) decrease in notes receivable 4 ( 104) Net (increase) decrease in accounts receivable, inventories and prepaid expenses and supplies 2,894 ( 402) Net increase (decrease) in accounts payable and accrued liabilities ( 1,742) 886 Payment of restructuring liabilities - ( 151) -------- -------- Net cash provided by (used in) operating activities $ 2,009 $( 241) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net $( 264) $( 454) Sale of marketable securities 13 - Treasury stock, net - - -------- -------- Net cash used in investing activities $( 251) $( 454) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) of revolving loan, net $( 1,472) $ 658 (Increase) decrease in sinking fund ( 200) Proceeds from issuance of common stock - 130 Addition (reductions) to long term debt, including current portion ( 78) ( 89) -------- -------- Net cash provided by (used in) financing activities $( 1,750) $ 699 -------- -------- Net increase (decrease) in cash and cash equivalents $ 8 $ 4 CASH AND CASH EQUIVALENTS, beginning of period $ 17 $ 11 -------- -------- CASH AND CASH EQUIVALENTS, end of period $ 25 $ 15 -------- -------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ 377 $ 365 -------- -------- Income Taxes paid $ 7 $ 9 -------- -------- <FN> The accompanying notes are an integral part of this finacial information. -4- 5 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) MULTI-COLOR CORPORATION Notes to Financial Information FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K. The information furnished in these financial statements reflects all estimates and adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods reported, and all adjustments and estimates are of a normal recurring nature. RESTRUCTURING PLAN In the Second Quarter of fiscal 1994, the Company announced a $1,777,000 restructuring charge which was reported as a separate charge for the twenty six weeks ended September 26, 1993. The restructuring charge primarily included the costs associated with consolidating operations and closing and disposing of the Lockport, Illinois facility. In August, 1994, the Company completed the sale of its Lockport facility and the restructuring plan was essentially completed as of October 2, 1994. EXTRAORDINARY CHARGE The Company entered into a new financing agreement in July, 1994. Accordingly, the prepayment fees associated with the previous financing agreement have been expensed. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Thirteen Weeks Ended July 2, 1995 Compared to Thirteen Weeks Ended July 3, 1994 Net sales decreased $556,000, or 3.4%, in the first quarter as compared to the same quarter of the previous year. The decrease in sales was due primarily to a 13% ($1,260,000) increase in in-mold sales offset by a 20% ($1,400,000) decrease in conventional label business and lower cylinder sales ($209,000). Higher levels of in-mold sales are expected to continue in future periods due to higher volumes to existing customers and new business. The decrease in conventional business was due primarily to lost business in the gum label and detergent cleaning product areas. The decline in the conventional label business is expected to continue. 5 6 Gross profit increased $614,000 as compared to the previous year. Gross profit was favorably impacted by record performance at the Scottsburg Division. The Graphics and Cincinnati Divisions gross profits were negatively impacted by lower sales. Selling, general, and administrative expenses decreased $179,000 as compared to the same prior year period. The decrease was attributable to implemented cost cutting initiatives offset by the utilization of an outside consulting firm to assist with the Company's renegotiation of its loan agreement ($133,000). Interest expense increased $12,000 as compared to the same prior year. This was the result of higher interest rates on the Company's borrowings. The net income for the period was $213,000 [$.10 per share] as compared to a net loss of $872,000 [$(.40) per share] in the same prior year period. LIQUIDITY AND CAPITAL RESOURCES In July 1994, the Company entered into a new Credit Agreement with PNC Bank, Ohio, National Association, and Star Bank, National Association extending through July 1997. This Agreement was to provide available borrowings under the revolving line of credit of up to a maximum of $5 million, subject to certain borrowing base limitations, and to provide for up to an additional $1.4 million of long-term financing for capital expenditures. During fiscal 1995, the Company was in violation of certain of its financial covenants and received waivers from its lenders with respect to these violations until April 2, 1995. In connection with the waivers, the Credit Agreement was amended to restrict the borrowing base and increase the interest rate and fees applicable to the borrowings under the Credit Agreement. Additionally, the $1.4 million term loan and lease lines are available only on a case by case basis with bank approval. As of July 2, 1995, approximately $900,000 was available for borrowing under the revolving line of credit. The Company remains in violation of certain covenants; however, management is continuing negotiations with its lenders to amend or restructure its financing agreements with the objective of agreeing on a long-term loan agreement. In addition, the Company is exploring other alternatives to enable the Company to increase its capital available for operations and investment. In the short-term, management also intends to continue its focus on working capital management and reducing unprofitable conventional label operations and other expenses to provide liquidity. Through the first quarter ended July 2, 1995, net cash provided by operating activities was $2,009,000 as compared to $241,000 of net cash used in operating activities through the first quarter ended July 3, 1994. Net cash provided by operations was favorably impacted by net income and reductions in accounts receivable and inventory. At July 2, 1995, the Company's net working capital (deficit) and current ratio were ($16,612,000) and .42 to 1, respectively, as compared to a net working capital (deficit) of ($17,031,000) and .47 to 1 as of April 2, 1995. The deterioration in the negative working capital was primarily attributable to the classification of the otherwise long-term debt as short-term debt as a result of the Company's violation of certain covenants as discussed above. At July 2, 1995, the Company was current in its principal and interest payments on all debt. 6 7 PART II. OTHER INFORMATION Item 3. DEFAULTS UPON SENIOR SECURITIES As indicated in the previous management discussions, the Company was in violation of the Current Ratio, Leverage Ratio, and Cash Flow Coverage Ratio covenants under the Credit Agreement at certain measurement dates during the first quarter ending July 2, 1995, as well as at the end of that fiscal quarter. Accordingly, long-term debt has been classified as short-term debt. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Third Amendment dated July 5, 1995 to the Credit Reimbursement and Security agreement dated as of July 15, 1994. (b) None -7- 8 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. Multi-Color Corporation (Registrant) Date: August 2, 1995 By: /s/ William R. Cochran ------------------------------ William R. Cochran Vice President, Chief Financial Officer -8-