<PAGE> 1
UNITED STATES
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 March 31, 1998
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 Number 0-28208
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3864004
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
450 WEST 33RD STREET
NEW YORK, NY
(Address of principal executive offices)
10001
(Zip Code)
212-716-6600
(Registrant's telephone number, including area code)
28 WEST 23RD STREET
NEW YORK, NY 10010
(Former name, former address and former fiscal year,
if changed since last report)
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[ ]
The number of shares of the registrant's common stock outstanding as of April
30, 1998, was 17,904,486.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
APPLIED GRAPHICS TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of dollars, except share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,345 $ 12,584
Marketable securities 71,484 90,150
Trade accounts receivable (net of allowances of $3,723 in
1998 and $3,989 in 1997) 48,807 43,025
Due from affiliates 5,870 5,561
Inventory 7,498 6,234
Prepaid expenses and other current assets 5,209 7,881
Deferred income taxes 2,508 3,016
--------- ---------
Total current assets 153,721 168,451
Property, plant, and equipment - net 40,094 31,020
Goodwill (net of accumulated amortization of $1,709 in 1998
and $1,289 in 1997) 37,105 22,229
Deferred income taxes 1,480 1,384
Other assets 1,868 1,709
--------- ---------
Total assets $ 234,268 $ 224,793
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 30,077 $ 27,264
Current portion of long-term debt 547 606
Current portion of obligations under capital leases 980 1,697
Due to affiliates 1,282 923
Other current liabilities 4,056 6,793
--------- ---------
Total current liabilities 36,942 37,283
Long-term debt 840 812
Obligations under capital leases 2,883 2,011
Other liabilities 1,206 1,190
--------- ---------
Total liabilities 41,871 41,296
--------- ---------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock (no par value, 10,000,000 shares authorized; no shares
issued and outstanding)
Common stock (par value $0.01; 40,000,000 shares authorized; shares
issued and outstanding: 17,904,486 in 1998 and 17,836,383 in 1997) 179 178
Additional paid-in capital 162,926 159,627
Accumulated other comprehensive income (4) (31)
Retained earnings 29,296 23,723
--------- ---------
Total stockholders' equity 192,397 183,497
--------- ---------
Total liabilities and stockholders' equity $ 234,268 $ 224,793
========= =========
</TABLE>
See Notes to Interim Consolidated Financial Statements
<PAGE> 3
APPLIED GRAPHICS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per-share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Revenues $ 59,655 $ 39,761
Cost of revenues 38,559 26,821
-------- --------
Gross profit 21,096 12,940
Selling, general, and
administrative expenses 12,577 8,602
-------- --------
Operating income 8,519 4,338
Interest expense (136) (210)
Interest income 1,051 17
Other income (expense) - net 12 114
-------- --------
Income before provision for
income taxes 9,446 4,259
Provision for income taxes 3,873 1,661
-------- --------
Net income 5,573 $ 2,598
========
Other comprehensive income:
Unrealized holding gains (net of
tax of $19) 27
--------
Comprehensive income $ 5,600
========
Earnings per common share:
Basic $ 0.31 $ 0.17
Diluted $ 0.30 $ 0.17
Weighted average number of common shares:
Basic 17,929 15,171
Diluted 18,861 15,309
</TABLE>
See Notes to Interim Consolidated Financial Statements
<PAGE> 4
APPLIED GRAPHICS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of dollars)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,573 $ 2,598
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 2,361 1,388
Deferred taxes 412 (214)
Other (703) (208)
Changes in Operating Assets and Liabilities, net of effects
of acquisitions:
Trade accounts receivable (2,481) (1,882)
Due from/to affiliates 50 (752)
Inventory (653) 185
Other assets 2,673 (95)
Accounts payable and accrued expenses 1,635 254
Other liabilities (3,040) (596)
--------- -------
Net cash provided by operating activities 5,827 678
--------- -------
Cash flows from investing activities:
Investment in available-for-sale securities (99,714)
Proceeds from sale of available-for-sale securities 118,830
Proceeds from maturities of held-to-maturity securities 1,600
Property, plant, and equipment expenditures (6,403) (1,769)
Entities purchased, net of cash acquired (18,257)
--------- -------
Net cash used in investing activities (5,544) (169)
--------- -------
Cash flows from financing activities:
Proceeds from sale/leaseback transactions 1,122 1,030
Repayment of notes and capital lease obligations (1,644) (660)
Borrowings under revolving credit line 694
Repayment of Applied Printing Note (1,600)
--------- -------
Net cash used in financing activities (522) (536)
--------- -------
Net decrease in cash and cash equivalents (239) (27)
Cash and cash equivalents at beginning of period 12,584 2,567
--------- -------
Cash and cash equivalents at end of period $ 12,345 $ 2,540
========= =======
</TABLE>
See Notes to Interim Consolidated Financial Statements
<PAGE> 5
APPLIED GRAPHICS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands of dollars except share and per-share amounts)
<TABLE>
<CAPTION>
For the three months ended March 31, 1998
Accumulated
Additional other
Common Paid-in comprehensive Retained
Stock Capital income Earnings
---------- ----------- --------------- ------------
<S> <C> <C> <C> <C>
Balance at January 1, 1998 $ 178 $ 159,627 $ (31) $ 23,723
Issuance of 68,103 common shares in an
acquisition at $48.46 per share 1 3,299
Other comprehensive income 27
Net income 5,573
------- ----------- -------- ----------
Balance at March 31, 1998 $ 179 $ 162,926 $ (4) $ 29,296
======= =========== ======== ==========
</TABLE>
See Notes to Interim Consolidated Financial Statements
<PAGE> 6
APPLIED GRAPHICS TECHNOLOGIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Applied Graphics Technologies, Inc. and its subsidiaries (the "Company"), which
have been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles, should be read in
conjunction with the notes to consolidated financial statements contained in the
Company's 1997 Form 10-K. In the opinion of the management of the Company, all
adjustments (consisting primarily of normal recurring accruals) necessary for a
fair presentation have been included in the financial statements. The operating
results of any quarter are not necessarily indicative of results for any future
period.
In January 1998, the Company acquired the operations of Flying Color
Graphics, Inc. ("Flying Color"), a prepress company with five facilities
throughout the midwest, for approximately $18.3 million in cash from the
Company's working capital, 68,103 shares of the Company's common stock valued at
approximately $3.3 million, and the assumption of certain liabilities. This
acquisition was accounted for using the purchase method of accounting.
Accordingly, the assets and liabilities acquired have been recorded at their
estimated fair values at the date of acquisition. The excess of the purchase
price over the fair value of net assets acquired was $15.2 million and has been
recorded as goodwill, which is being amortized over a period of 40 years. The
results of operations of Flying Color have been included in the Consolidated
Statement of Income for the entire three month period ended March 31, 1998. The
pro forma revenues, income before provision for income taxes, net income, basic
earnings per share, and diluted earnings per share of the Company and Flying
Color for the three months ended March 31, 1997, were $44.0 million, $4.7
million, $2.9 million, $0.18, and $0.18, respectively, calculated as if the
transaction occurred on January 1, 1997. The pro forma information is for
comparative purposes only and does not purport to be indicative of the results
of operations that would have occurred had the transaction been consummated at
the beginning of 1997 or of results that may occur in the future.
In February 1998, the Company entered into a definitive agreement to merge
Devon Group, Inc. ("Devon"), a digital prepress and publishing company, into a
newly-formed, wholly-owned subsidiary of the Company. As of and for the fiscal
year ended March 31, 1998, Devon had total assets, revenues, and operating
income of $195.2 million, $246.1 million, and $32.0 million, respectively. Under
the terms of the agreement, which is subject to the approval of the Company's
and Devon's stockholders at meetings scheduled for May 27, 1998, the Company
will pay $30 per share in cash and distribute 0.6 share of the Company's common
stock in exchange for each outstanding share of Devon common stock. The total
consideration to be paid is estimated to be $450 million including transaction
costs. To fund the cash portion of the merger consideration, estimated to be
$230 million including the transaction costs, the Company has a commitment from
a commercial bank that would increase its borrowing capacity to $250 million.
This commitment expires on June 15, 1998.
The Company is seeking stockholder approval on May 27, 1998, at the
Special Meeting in lieu of Annual Meeting to increase the number of authorized
shares of its common stock from 40,000,000 shares to 150,000,000 shares.
Certain prior-period amounts in the accompanying financial statements have
been reclassified to conform with the 1998 presentation.
2. ACCOUNTING PRONOUNCEMENTS
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting of Comprehensive Income," in January 1998. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components. Other comprehensive income and accumulated other comprehensive
income as of and for the three months ended March 31, 1998, are comprised
entirely of unrealized holding gains and losses on available-for-sale
securities. There were no items of other comprehensive income as of and for the
three months ended March 31, 1997.
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," was issued in March 1998 and
is effective for financial statements for fiscal years beginning after
<PAGE> 7
December 15, 1998. This statement establishes standards for capitalizing and
expensing costs incurred in connection with internal use software and applies to
costs incurred subsequent to adoption of SOP 98-1. The Company does not expect
the adoption of SOP 98-1 to have a material adverse effect on its financial
position or results of operations.
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities," was issued in April 1998 and is effective for financial statements
for fiscal years beginning after December 15, 1998. This statement establishes
standards for the treatment of costs incurred in connection with start-up
activities and requires the effect on prior periods to be reported as a
cumulative effect of a change in accounting principle. The impact of the
adoption of SOP 98-5 on the Company's financial position and results of
operations is not determinable at this time.
3. INVENTORY
The components of inventory (in thousands of dollars) were as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
<S> <C> <C>
Work-in-process $ 3,528 $ 2,721
Raw materials 3,970 3,513
-------- --------
Total $ 7,498 $ 6,234
======== ========
</TABLE>
4. EARNINGS PER SHARE
The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Share," in December 1997. SFAS No. 128
requires the presentation of both basic and diluted earnings per share as
opposed to primary and fully diluted earnings per share, which were required
under the previous standard, Accounting Principles Board Opinion No. 15. In
accordance with the provisions of SFAS No.128, prior period earnings per share
data has been restated.
Basic earnings per share of common stock are computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding and prior periods' issuable shares for which all necessary
conditions have been satisfied. Diluted earnings per share of common stock are
computed by giving effect to all dilutive potential shares. There were no
reconciling items to net income to arrive at income available to common
stockholders for the three months ended March 31, 1998 and 1997.
5. RELATED PARTY TRANSACTIONS
Sales to, purchases from, and administrative charges incurred with related
parties during the three months ended March 31, 1998 and 1997 (in thousands of
dollars) were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Affiliate sales $ 7,544 $ 3,176
Affiliate purchases $ 1,685 $ 1,439
Administrative charges $ 295 $ 265
</TABLE>
Administrative charges include charges for certain legal and computer
services provided by affiliates and for rent incurred for leases with
affiliates.
<PAGE> 8
6. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Payments of interest and income taxes for the three months ended March 31,
1998 and 1997 (in thousands of dollars) were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Interest paid $ 91 $ 231
Income taxes paid $ 294 $ 2,560
</TABLE>
Noncash investing and financing activities for the three months ended
March 31, 1998 (in thousands of dollars) were as follows:
<TABLE>
<CAPTION>
1998
---------
<S> <C>
Reduction of goodwill from amortization of excess tax
deductible goodwill $ 39
Acquisitions:
Fair value of assets acquired $ 23,656
Cash paid (18,257)
Fair value of common stock issued (3,300)
---------
Liabilities assumed $ 2,099
=========
</TABLE>
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Certain statements made in this Quarterly Report on Form 10-Q are
"forward-looking" statements (within the meaning of the Private Securities
Litigation Reform Act of 1995). Such statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance, or
achievements of the Company to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, the
Company's actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
include the following: the securing of additional or the renewal of existing
facilities management contracts; the growth of the market for advanced digital
imaging services; the ability to enter into acquisitions; the rate and level of
capital expenditures; or the ability to obtain additional credit or financing
sources.
Results of Operations
Three months ended March 31, 1998, compared with 1997
Revenues in the first quarter of 1998 were $19.9 million or 50.0% higher
than in the comparable period in 1997. This increase resulted from $11.3
million of revenue from additional business generated internally and $8.6
million of revenue from operations acquired subsequent to the first quarter of
1997. Revenues generated in the traditional prepress business increased $15.6
million resulting from operations acquired subsequent to the 1997 period,
including the prepress operations of Flying Color Graphics, Inc. ("Flying
Color") that were acquired in January 1998, and an overall increase in business
at various facilities. Revenues during the 1998 period also increased by $1.7
million in the broadcast media distribution business primarily from operations
that have been acquired since the 1997 period, $2.1 million from additional
revenues generated from facilities management contracts resulting from new
contracts entered into since the 1997 period and increased business from
existing contracts, and $3.0 million from digital imaging services resulting
from increased equipment and software license sales and archiving services.
These increases were partially offset by the receipt of a nonrefundable payment
of $2.0 million from one of the Company's major suppliers during the 1997 period
with no corresponding receipt during the 1998 period and a $0.5 million
reduction in revenue from a facilities management contract resulting from a
renegotiated contract associated with a customer bankruptcy in 1997.
The gross profit percentage in the first quarter of 1998 was 35.4% as
compared to 32.5% in the 1997 period. Gross profit increased $8.2 million or 63%
in the first quarter of 1998 as a result of the additional revenues for the
period as discussed above, increased business in higher margin work,
particularly from recently acquired operations, and a reduction of costs due to
favorable pricing negotiated with certain suppliers that was not in effect
during the first quarter of 1997.
Selling, general, and administrative expenses in the first quarter of 1998
were $4.0 million higher than in the first quarter of 1997, but as a percent of
revenue decreased to 21.1% in the 1998 period from 21.6% in the 1997 period.
This improvement is primarily due to the increase in revenues discussed above
and lower costs as a percent of revenue from efficiencies associated with
recently acquired operations. Such improvements were partially offset by
additional expenses incurred from the Company's expansion of its sales force in
the latter half of 1997 to better market its services.
Interest income for the first quarter of 1998 was $1.0 million higher than
in the 1997 period due to the investment of proceeds from an offering of the
Company's common stock in September 1997.
Revenues from business transacted with affiliates for the quarters ended
March 31, 1998 and 1997, totaled $7.5 million and $3.2 million, respectively,
representing 12.6% and 8.0%, respectively, of the Company's revenues.
Financial Condition
In January 1998, the Company acquired the operations of Flying Color for
approximately $18.3 million in cash from the Company's working capital, 68,103
shares of the Company's common stock valued at approximately $3.3 million, and
the assumption of certain liabilities. In February 1998, the Company entered
into a sale and leaseback arrangement that generated proceeds of $1.1 million
and is accounted for as a capital lease. Such arrangement resulted in an
<PAGE> 10
immaterial gain, which has been deferred and is being recognized in income as
a credit against future amortization of the leased assets.
Cash flows from operating activities during the first quarter of 1998
increased by $5.1 million as compared to the comparable period in 1997 due
primarily to cash generated from additional income and the timing of income tax
payments. In addition to the amounts expended for the Flying Color transaction,
during the first quarter of 1998 the Company invested $6.4 million in new
equipment and repaid $1.6 million of debt and capital lease obligations with the
cash generated from operations, the proceeds from the sale and leaseback
arrangement, and the use of investments in marketable securities.
The Company expects to spend approximately $10.0 million over the course
of the next twelve months for capital improvements, essentially all of which is
for modernization and growth. The Company intends to finance a substantial
portion of these expenditures under operating leases, sale and leaseback
arrangements, or with working capital.
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," was issued in March 1998 and
is effective for financial statements for fiscal years beginning after December
15, 1998. This statement establishes standards for capitalizing and expensing
costs incurred in connection with internal use software and applies to costs
incurred subsequent to adoption of SOP 98-1. The Company does not expect the
adoption of SOP 98-1 to have a material adverse effect on its financial position
or results of operations.
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities," was issued in April 1998 and is effective for financial statements
for fiscal years beginning after December 15, 1998. This statement establishes
standards for the treatment of costs incurred in connection with start-up
activities and requires the effect on prior periods to be reported as a
cumulative effect of a change in accounting principle. The impact of the
adoption of SOP 98-5 on the Company's financial position and results of
operations is not determinable at this time.
The Company believes that the cash flow from operations, its revolving
credit facility, and its potential ability to obtain funding from other
financing sources will be sufficient to fund its cash needs for the foreseeable
future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
<PAGE> 11
PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.1 Asset Purchase Agreement by and among Applied Graphics
Technologies, Inc., and Flying Color Graphics, Inc. and
its Shareholders dated January 16, 1998 (Incorporated by
reference to Exhibit No. 2.1 forming part of the
Registrant's Report on Form 8-K (File No. 0-28208) filed
with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, on January
30, 1998).
2.2 Agreement and Plan of Merger, dated as of February 13,
1998, by and among Devon Group, Inc., Applied Graphics
Technologies, Inc., and AGT Acquisition Corp.
(Incorporated by reference to Exhibit No. 2.2 forming
part of the Registrant's Report on Form 10-K (File No.
0-28208) filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended, for the fiscal year ended December 31, 1997).
3.1 Certificate of Incorporation (Incorporated by reference
to Exhibit No. 3.1 forming part of the Registrant's
Registration Statement on Form S-1 (File No. 333-00478)
filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended).
3.2 Amended and Restated By-Laws of Applied Graphics
Technologies, Inc. (Incorporated by reference to Exhibit
No. 3.2 forming part of Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-00478) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended).
3.3 Amendment to Amended and Restated By-Laws of Applied
Graphics Technologies, Inc. (Incorporated by reference
to exhibit No. 3.3 forming part of the Registrant's
Registration Statement on Form S-4 (File No. 333-51135)
filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended).
4 Specimen Stock Certificate (Incorporated by reference to
Exhibit No. 4 forming part of Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-00478) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended).
10.2 Applied Graphics Technologies, Inc. 1996 Stock Option
Plan (Incorporated by reference to Exhibit No. 10.2
forming part of Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-00478)
filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended).
10.3 Applied Graphics Technologies, Inc. Non-Employee
Directors Nonqualified Stock Option Plan (Incorporated
by reference to Exhibit No. 10.3 forming part of
Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-00478) filed with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
<PAGE> 12
10.4* Loan and Purchase Agreement, dated January 8, 1992, as
amended (Incorporated by reference to Exhibit No. 10.4
forming part of Registrant's Report on Form 10-K/A (File
No. 0-28208) filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended, for the fiscal year ended December 31, 1996).
10.4(a)* Second Amendment to Loan and Purchase Agreement dated
April 19, 1996 (Incorporated by reference to Exhibit No.
10.4(a) forming part of the Registrant's Report on Form
10-K/A (File No. 0-28208) filed with the Securities and
Exchange Commission under the Securities Exchange Act of
1934, as amended, for the fiscal year ended December 31,
1996).
10.4(b)* Third Amendment to Loan and Purchase Agreement dated
June 30, 1997 (Incorporated by reference to Exhibit No.
10.4(b) forming part of the Registrant's Report on Form
10-Q/A (File No. 0-28208) filed with the Securities and
Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended June
30, 1997).
10.5 Agreement, dated May 1, 1979, between WAMM Associates
and Publisher Phototype International, L.P., as amended
(Incorporated by reference to Exhibit No. 10.5 forming
part of Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-00478) filed with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
10.6(a)(i) Employment Agreement, effective as of April 1, 1996,
between the Company and Diane Romano (Incorporated by
reference to Exhibit No. 10.6 forming part of Amendment
No. 3 to the Registrant's Registration Statement on Form
S-1 (File No. 333-00478) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.6(a)(ii) Employment Agreement Extension dated March 23, 1998,
between the Company and Diane Romano (Incorporated by
reference to Exhibit No. 10.6 (a)(ii) forming part of
the Registrant's Registration Statement on Form S-4
(File No. 333-51135) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.6(b)(i) Employment Agreement, effective as of April 1, 1996,
between the Company and Georgia L. McCabe (Incorporated
by reference to Exhibit No. 10.6 forming part of
Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-00478) filed with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
10.6(b)(ii) Employment Agreement Extension dated March 23, 1998,
between the Company and Georgia L. McCabe (Incorporated
by reference to Exhibit No. 10.6 (b)(ii) forming part of
the Registrant's Registration Statement on Form S-4
(File No. 333-51135) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.6(c) Employment Agreement, effective as of March 13, 1996,
between the Company and Melvin A. Ettinger (Incorporated
by reference to Exhibit No. 10.6 forming part of
Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-00478) filed with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
<PAGE> 13
10.6(d)(i) Employment Agreement, effective as of April 1, 1996,
between the Company and Scott A. Brownstein
(Incorporated by reference to Exhibit No. 10.6 forming
part of Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-00478) filed with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
10.6(d)(ii) Employment Agreement Extension dated March 23, 1998,
between the Company and Scott Brownstein (Incorporated
by reference to Exhibit No. 10.6 (d)(ii) forming part of
the Registrant's Registration Statement on Form S-4
(File No. 333-51135) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.6(e)(i) Employment Agreement, effective as of June 1, 1996,
between the Company and Louis Salamone, Jr.
(Incorporated by reference to Exhibit No. 10.6(e)
forming part of the Registrant's Report on Form 10-Q
(File No. 0-28208) filed with the Securities and
Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended March
31, 1997).
10.6(e)(ii) Noncompetition, Nonsolicitation, and Confidentiality
Agreement, effective as of June 1, 1996, between the
Company and Louis Salamone, Jr. (Incorporated by
reference to Exhibit No. 10.6(e) forming part of the
Registrant's Report on Form 10-K (File No. 0-28208)
filed with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, for the
fiscal year ended December 31, 1996).
10.6(e)(iii) Employment Agreement Extension dated March 23, 1998,
between the Company and Louis Salamone, Jr.
(Incorporated by reference to Exhibit No. 10.6(e)(iii)
forming part of the Registrant's Registration Statement
on Form S-4 (File No. 333-51135) filed with the
Securities and Exchange Commission under the Securities
Act of 1933, as amended).
10.7 Form of Registration Rights Agreement (Incorporated by
reference to Exhibit No. 10.7 forming part of Amendment
No. 3 to the Registrant's Registration Statement on Form
S-1 (File No. 333-00478) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
27 Financial Data Schedule (EDGAR filing only).
- --------------------------------------------------------------------------------
* Confidential portions omitted and supplied separately to the Securities
and Exchange Commission.
(b) The Registrant filed the following reports on Form 8-K during the quarter
ended March 31, 1998:
Form 8-K filed on January 30, 1998, regarding the acquisition of the
operations of Flying Color Graphics, Inc.
Form 8-K filed on February 19, 1998, regarding the Agreement and Plan of
Merger with Devon Group, Inc.
<PAGE> 14
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.
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Registrant)
By: /s/ Melvin A. Ettinger
Date: May 15, 1998 ---------------------------------
Melvin A. Ettinger
Vice Chairman, Chief Operating Officer and Director
(Duly authorized officer)
/s/ Louis Salamone, Jr.
Date: May 15, 1998 ---------------------------------
Louis Salamone, Jr.
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME OF THE COMPANY
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 12,345
<SECURITIES> 71,484
<RECEIVABLES> 52,530
<ALLOWANCES> 3,723
<INVENTORY> 7,498
<CURRENT-ASSETS> 153,271
<PP&E> 68,864
<DEPRECIATION> 28,770
<TOTAL-ASSETS> 234,268
<CURRENT-LIABILITIES> 36,942
<BONDS> 3,723
0
0
<COMMON> 179
<OTHER-SE> 192,218
<TOTAL-LIABILITY-AND-EQUITY> 234,268
<SALES> 59,655
<TOTAL-REVENUES> 59,655
<CGS> 38,559
<TOTAL-COSTS> 38,559
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 136
<INCOME-PRETAX> 9,446
<INCOME-TAX> 3,873
<INCOME-CONTINUING> 5,573
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,573
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.30
</TABLE>
