<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 September 30, 2000
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)
(Former name, former address and former fiscal year,
if changed since last report)
N/A
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 October
31, 2000, was 22,584,282.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
APPLIED GRAPHICS TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of dollars, except per-share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,116 $ 23,218
Marketable securities 223 2,127
Trade accounts receivable (net of allowances of $9,095 in 2000
and $7,732 in 1999) 105,696 119,997
Due from affiliates 5,105 6,615
Inventory 27,199 26,283
Prepaid expenses 10,156 12,095
Deferred income taxes 27,964 26,985
Other current assets 6,910 13,844
Net current assets of discontinued operations 46,267 36,233
---------------- ----------------
Total current assets 238,636 267,397
Property, plant, and equipment - net 67,697 95,281
Goodwill and other intangible assets (net of accumulated amortization
of $25,150 in 2000 and $15,145 in 1999) 422,034 437,674
Other assets 22,493 18,270
Net non-current assets of discontinued operations 112,388
---------------- ----------------
Total assets $ 750,860 $ 931,010
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 87,257 $ 92,056
Current portion of long-term debt and obligations under capital leases 23,287 19,024
Due to affiliates 1,484 1,909
Other current liabilities 21,082 33,477
---------------- ----------------
Total current liabilities 133,110 146,466
Long-term debt 238,292 298,125
Subordinated notes 27,461 29,867
Obligations under capital leases 2,189 3,814
Deferred income taxes 3,312 2,975
Other liabilities 11,470 8,763
---------------- ----------------
Total liabilities 415,834 490,010
---------------- ----------------
Commitments and contingencies
Minority interest - Redeemable Preference Shares issued by subsidiary 32,982 33,050
---------------- ----------------
Stockholders' Equity:
Preferred stock (no par value, 10,000,000 shares authorized; no
shares outstanding)
Common stock ($0.01 par value, 150,000,000 shares authorized; shares
issued and outstanding: 22,584,282 in 2000 and 22,474,772 in 1999) 226 225
Additional paid-in capital 388,547 386,548
Accumulated other comprehensive income (loss) (959) 1,264
Retained earnings (deficit) (85,770) 19,913
---------------- ----------------
Total stockholders' equity 302,044 407,950
---------------- ----------------
Total liabilities and stockholders' equity $ 750,860 $ 931,010
================ ================
</TABLE>
See Notes to Interim Consolidated Financial Statements
<PAGE> 3
APPLIED GRAPHICS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per-share amounts)
<TABLE>
<CAPTION>
For the Nine Months Ended For the Three Months Ended
September 30, September 30,
--------------------------------- ----------------------------------
2000 1999 2000 1999
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues $ 431,385 $ 375,799 $ 140,043 $ 151,144
Cost of revenues 285,365 253,985 91,471 99,596
------------- ------------- -------------- --------------
Gross profit 146,020 121,814 48,572 51,548
------------- ------------- -------------- ---------------
Selling, general, and administrative expenses 118,896 91,946 37,155 39,555
Amortization of intangibles 10,005 8,352 3,261 3,345
Loss (gain) on disposal of property and
equipment (2,406) 34 (2,359) 68
Restructuring charges 487 1,865 (124) 1,865
Impairment charges 1,241
------------- ------------- -------------- ---------------
Total operating expenses 128,223 102,197 37,933 44,833
------------- ------------- -------------- ---------------
Operating income 17,797 19,617 10,639 6,715
Interest expense (20,521) (12,318) (7,327) (6,160)
Interest income 633 297 200 169
Other income - net 369 923 523 809
------------- ------------- -------------- ---------------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (1,722) 8,519 4,035 1,533
Provision (benefit) for income taxes 3,674 4,773 1,606 (154)
------------- ------------- -------------- ---------------
Income (loss) from continuing operations
before minority interest (5,396) 3,746 2,429 1,687
Minority interest (1,904) (1,434) (608) (868)
------------- ------------- -------------- ---------------
Income (loss) from continuing operations (7,300) 2,312 1,821 819
Loss from discontinued operations (98,383) (821) (1,640)
------------- ------------- -------------- ---------------
Net income (loss) (105,683) 1,491 1,821 (821)
Other comprehensive income (loss) (2,223) 617 (271) 483
------------- ------------- -------------- ---------------
Comprehensive income (loss) $ (107,906) $ 2,108 $ 1,550 $ (338)
============= ============= ============== ===============
Basic earnings (loss) per common share:
Income (loss) from continuing operations $ (0.33) $ 0.11 $ .08 $ 0.03
Loss from discontinued operations (4.35) (0.04) (0.07)
------------- ------------- -------------- ---------------
Total $ (4.68) $ 0.07 $ .08 $ (0.04)
============= ============= ============== ===============
Diluted earnings (loss) per common share:
Income (loss) from continuing operations $ (0.33) $ 0.11 $ .08 $ 0.03
Loss from discontinued operations (4.35) (0.04) (0.07)
------------- ------------- -------------- ---------------
Total $ (4.68) $ 0.07 $ .08 $ (0.04)
============= ============= ============== ===============
Weighted average number of common shares:
Basic 22,605 22,422 22,584 22,475
Diluted 22,605 22,424 22,586 22,475
</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 Nine Months Ended
September 30,
--------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (105,683) $ 1,491
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization 29,151 25,605
Deferred taxes 191 (1,447)
Impairment charges 1,241 1,055
Loss from discontinued operations 98,383 821
Other (173) 1,330
Changes in Operating Assets and Liabilities, net of effects of acquisitions and
dispositions:
Trade accounts receivable 2,073 (6,689)
Due from/to affiliates 1,085 (1,759)
Inventory (2,608) (7,416)
Other assets 3,534 16,868
Accounts payable and accrued expenses 637 (570)
Other liabilities (3,998) (3,229)
Net cash provided by (used in) operating activities of discontinued operations 7,642 (8,510)
------------- -------------
Net cash provided by operating activities 31,475 17,550
------------- -------------
Cash flows from investing activities:
Property, plant, and equipment expenditures (12,190) (13,833)
Software expenditures (1,226) (6,214)
Proceeds from sale of property and equipment 5,836 1,153
Proceeds from sale of businesses 11,799
Entities purchased, net of cash acquired (104,804)
Other (4,217) (5,135)
Net cash used in investing activities of discontinued operations (1,003) (2,150)
------------- -------------
Net cash used in investing activities (1,001) (130,983)
------------- -------------
Cash flows from financing activities:
Proceeds from exercise of stock options 960
Proceeds from sale/leaseback transactions 12,922 2,250
Repayments of notes and capital lease obligations (2,562) (1,380)
Repayments of term loans (37,027)
Borrowings (repayments) under revolving credit line - net (16,869) 107,589
Net cash used in financing activities of discontinued operations (448) (408)
------------- -------------
Net cash provided by (used in) financing activities (43,984) 109,011
------------- -------------
Net decrease in cash and cash equivalents (13,510) (4,422)
Effect of exchange rate changes on cash and cash equivalents (592) 121
Cash and cash equivalents at beginning of period 23,218 17,979
------------- -------------
Cash and cash equivalents at end of period $ 9,116 $ 13,678
============= =============
</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 amounts)
<TABLE>
<CAPTION>
For the nine months ended September 30, 2000
--------------------------------------------
Accumulated
Additional other Retained
paid-in comprehensive earnings
Common stock capital income (loss) (deficit)
-------------- -------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Balance at January 1, 2000 $ 225 $ 386,548 $ 1,264 $ 19,913
Issuance of 109,510 common shares as
additional consideration in connection
with prior period acquisitions 1 1,999
Unrealized holding loss on available-for-
sale securities (1,104)
Unrealized loss from foreign currency
translation adjustments (1,654)
Reclassification adjustment for losses
realized in net income 535
Net loss (105,683)
-------------- -------------- ----------------- ---------------
Balance at September 30, 2000 $ 226 $ 388,547 $ (959) $ (85,770)
============== ============== ================= ===============
</TABLE>
See Notes to Interim Consolidated Financial Statements
<PAGE> 6
APPLIED GRAPHICS TECHNOLOGIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars)
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 1999 Form 10-K/A (amendment No. 2). 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.
Certain prior-period amounts in the accompanying financial statements
have been reclassified to conform with the 2000 presentation.
2. DISCONTINUED OPERATIONS
In June 2000, the Company's Board of Directors approved a plan to sell
the publishing business that was acquired as part of the merger with Devon
Group, Inc. The Company expects to consummate the sale of the publishing
business by June 30, 2001, although there can be no assurance that the sale will
be consummated within that timeframe. For purposes of estimating the loss on
disposal, the Company assumed a disposal date of December 31, 2000.
The accompanying financial statements have been presented to reflect the
operations of the publishing business as a discontinued operation. Provision has
been made for estimated operating income through the expected disposal date and
for the estimated loss on disposal, including the write off of approximately
$100,000 of goodwill. The results of operations of the discontinued business for
the nine and three months ended September 30, 1999, and the results of
operations and the estimated loss on disposal for the six months ended June 30,
2000, the measurement date, presented as Discontinued Operations in the
accompanying Consolidated Statements of Operations, were as follows:
<TABLE>
<CAPTION>
For the nine For the three For the six
months ended months ended months ended
September 30, September 30, June 30,
1999 1999 2000
------------------ ---------------- ------------------
<S> <C> <C> <C>
Revenues $ 68,504 $ 28,773 $ 36,361
================== ================ ==================
Income (loss) from operations before
income taxes $ 1,231 $ 2,460 $ (3,134)
Provision equivalent to income taxes 2,052 4,100 7
------------------ ---------------- ------------------
Loss from operations (821) (1,640) (3,141)
Loss on disposal (including provision for
income taxes of $2,157) (95,242)
------------------ ---------------- ------------------
Loss from discontinued operations $ (821) $ (1,640) $ (98,383)
================== ================ ==================
</TABLE>
<PAGE> 7
The results of operations of the publishing business include an
allocation of interest expense of $2,950 for the six months ended June 30, 2000,
and $3,016 for the nine months and $1,524 for the three months ended September
30, 1999. The estimated loss on disposal includes estimated future net income
from operations for the period from the measurement date through December 31,
2000, the assumed disposal date, of $1,273, which includes an allocation of
interest expense of $500. The allocated interest expense consisted solely of the
interest expense on the Company's borrowings under its primary credit facilities
(the "1999 Credit Agreement"), which represents the interest expense not
directly attributable to the Company's other operations. Interest expense was
allocated based on the ratio of the net assets of the discontinued operation to
the sum of the consolidated net assets of the Company and the outstanding
borrowings under the 1999 Credit Agreement.
The results of operations of the publishing business, which were included
in the estimated loss on disposal, and the cash flows of the publishing business
for the three months ended September 30, 2000, include amounts for selected
items as follows:
<TABLE>
<S> <C>
Income from operations before income tax $ 2,513
Interest expense $ 516
Interest income $ 33
Depreciation and amortization expense $ 389
Gain on disposal of property and equipment $ 2
Property, plant, and equipment expenditures $ 297
Repayments of notes and capital lease obligations $ 361
</TABLE>
The net assets of discontinued operations include $384 at September 30,
2000, of long-term debt and obligations under capital leases, inclusive of the
current portion.
3. RESTRUCTURING
In June 2000, the Company initiated and completed a plan (the "2000
Second Quarter Plan") to close the Atlanta operation acquired as part of the
acquisition of Wace Group Limited ("Wace"). As part of the 2000 Second Quarter
Plan, the Company terminated certain employees and transferred the work
previously performed in the Atlanta facility to Wace's facility in Dallas,
Texas. The results of operations for the nine months ended September 30, 2000,
include a charge of $611 for the 2000 Second Quarter Plan, which consisted of
$456 for facility closure costs and $155 for employee termination costs for 37
employees. In 1998 and 1999, the Company commenced four separate plans to
restructure certain of its operations (the "1998 Second Quarter Plan," the "1998
Fourth Quarter Plan," the "1999 Third Quarter Plan," and the "1999 Fourth
Quarter Plan," respectively). The amounts included in "Other current
liabilities" in the accompanying Consolidated Balance Sheets as of September 30,
2000, and December 31, 1999, for the future costs of the various restructuring
plans, and the amounts charged against the respective restructuring liabilities
during the nine months ended September 30, 2000, were as follows:
<TABLE>
<CAPTION>
1998 1998 1999 1999 2000
Second Fourth Third Fourth Second
Quarter Quarter Quarter Quarter Quarter
Plan Plan Plan Plan Plan
----------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 294 $ 502 $ 330 $ 2,279
Restructuring charge $ 611
Facility closure costs (47) (181) (291) (103)
Employee termination costs (37) (53) (341) (142)
Abandoned assets (139) (106) (8) (448)
Adjustment to liability (124)
----------- ------------ ------------- ------------ -------------
Balance at September 30, 2000 $ 155 $ 312 $ 88 $ 1,075 $ 366
=========== ============ ============= ============ =============
</TABLE>
<PAGE> 8
The number of employees included in the charge against the various
restructuring plans' liabilities for employee termination costs for the nine
months ended September 30, 2000, was 14, 5, 12, and 37 for the 1998 Fourth
Quarter Plan, the 1999 Third Quarter Plan, the 1999 Fourth Quarter Plan, and the
2000 Second Quarter Plan, respectively.
In September 2000, the Company adjusted the liability associated with the
1999 Fourth Quarter Plan. In connection with a change in the financial
management of the Company and a re-evaluation of its operations, the Company
decided to remain in a New York metropolitan area administrative office that was
previously identified for closure.
The Company has not experienced nor does it anticipate any material
adverse effect on its results of operations from the various restructuring
plans. The employees terminated and to be terminated under the restructuring
plans are principally production workers, salespeople, and administrative
support staff. The Company completed both the 1998 Second Quarter Plan and the
1998 Fourth Quarter Plan during 1999, and completed the 1999 Third Quarter Plan
during the third quarter of 2000. The remaining liabilities for these plans
primarily represent future rental obligations for abandoned property and
equipment, and for the 2000 Second Quarter Plan, also includes remaining
obligations for employee termination costs. The Company expects to complete the
1999 Fourth Quarter Plan by December 2000.
The Company is continuing to pursue operating efficiencies and synergies
and, as a result, may incur additional restructuring charges. During the nine
month period ended September 30, 2000, the Company terminated 138 employees, and
incurred employee termination costs of $1,734 that were not related to its
various restructuring plans. Such costs are included in "Selling, general, and
administrative expenses" in the accompanying Consolidated Statements of
Operations for the nine months ended September 30, 2000.
4. IMPAIRMENT CHARGES
In June 2000, the Company incurred a charge of $583 from the impairment
of equipment abandoned in connection with the 2000 Second Quarter Plan. In May
2000, the Company commenced a plan to sell its events-based digital photography
business. In connection with such action, the Company incurred a charge of $658
for the write down of long-lived assets related to this business. The Company
consummated the sale of this business in August 2000 for approximately $220, and
did not realize a gain or loss on the sale. The revenues, gross profit, and
operating loss from this business included in the Company's results of
operations for the nine and three months ended September 30, 2000 and
1999, were as follows:
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
--------------------------------- -----------------------------------
2000 1999 2000 1999
--------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Revenues $ 590 $ 1,681 $ 128 $ 625
Gross profit $ (168) $ 395 $ (37) $ 188
Operating loss $ (722) $ (236) $ (90) $ (38)
</TABLE>
5. LONG-TERM DEBT
Under the terms of the 1999 Credit Agreement, the Company must comply
with certain financial covenants related to leverage ratios, interest coverage
ratios, fixed charge coverage ratios, minimum net worth, and capital spending.
In August 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Fourth Amendment") to relax the interest coverage ratio and net
worth covenants as of June 30, 2000, and to modify all of the financial covenant
requirements to be less restrictive than previously required in the 1999 Credit
Agreement for the quarterly fiscal periods through June 30, 2001. In addition to
modifying the various financial covenants, the Fourth Amendment increased the
interest rates on all future borrowings under the 1999 Credit Agreement by 50
basis points and lowered the borrowing capacity of the revolving line of credit
to $85,000.
<PAGE> 9
In July 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Third Amendment") that lowered the net worth covenant threshold
to enable the Company to proceed with its planned disposal of the publishing
business. Also in July 2000, the lending institutions granted a waiver of
covenant defaults to enable the Company to make the July 31, 2000, scheduled
interest payment to the holders of its subordinated notes. In connection with
entering into the Third Amendment and the Fourth Amendment, the Company incurred
fees of $496 and $1,535, respectively. The fee incurred in connection with the
Third Amendment is included in the loss on disposal of discontinued operations.
The fee incurred in connection with the Fourth Amendment will be included as a
component of interest expense in future periods.
The Company was in compliance with all covenants at September 30, 2000.
There can be no assurance that the Company will be able to maintain compliance
with the covenant requirements in future periods. If the Company does not
maintain compliance, it intends to engage in additional discussions with its
lending institutions to obtain additional waivers and amendments, although there
can be no assurance that such additional waivers or amendments will be granted.
6. INVENTORY
The components of inventory were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------------- -----------------
<S> <C> <C>
Work-in-process $ 24,414 $ 21,718
Raw materials 2,785 4,565
---------------- -----------------
Total $ 27,199 $ 26,283
================ =================
</TABLE>
7. RELATED PARTY TRANSACTIONS
Sales to, purchases from, and administrative charges incurred with
related parties during the nine and three months ended September 30, 2000 and
1999, were as follows:
<TABLE>
<CAPTION>
Nine months ended September 30, Three months ended September 30,
2000 1999 2000 1999
-------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
Affiliate sales $ 7,686 $ 9,504 $ 2,193 $ 3,044
Affiliate purchases $ 298 $ 2,781 $ 20 $ 529
Administrative charges $ 1,080 $ 1,275 $ 346 $ 443
</TABLE>
Administrative charges include charges for certain legal, administrative,
and computer services provided by affiliates and for rent incurred for leases
with affiliates.
<PAGE> 10
8. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Payments of interest and income taxes for the nine months ended September
30, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>
2000 1999
---------------- ------------------
<S> <C> <C>
Interest paid $ 23,102 $ 14,226
Income taxes paid $ 1,839 $ 2,353
</TABLE>
Noncash investing and financing activities for the nine months ended
September 30, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>
2000 1999
---------------- -------------------
<S> <C> <C>
Exchange of Preference Shares for subordinated notes $ 68 $ 30,133
Issuance of common stock as additional consideration
in connection with prior period acquisitions $ 2,000 $ 240
Reduction of goodwill from amortization of excess tax
deductible goodwill $ 99 $ 77
Fair value of stock options issued to non-employee $ 55
Write-off of building against capital lease obligation
upon lease termination $ 273
Acquisitions:
Fair value of assets acquired $ 243,634
Cash paid (110,381)
Non contingent future payments (12,611)
-------------------
Liabilities assumed $ 120,642
===================
</TABLE>
<PAGE> 11
9. SEGMENT INFORMATION
Segment information relating to results of continuing operations for the
nine and three months ended September 30, 2000 and 1999, was as follows:
<TABLE>
<CAPTION>
Nine months ended September 30, Three months ended September 30,
2000 1999 2000 1999
------------------ -------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Revenue:
Content Management Services $ 389,983 $ 346,715 $ 127,531 $ 140,917
Other operating segments 41,402 29,084 12,512 10,227
------------------ -------------- ---------------- ---------------
Total $ 431,385 $ 375,799 $ 140,043 $ 151,144
================== ============== ================ ===============
Operating Income:
Content Management Services $ 45,488 $ 44,854 $ 16,883 $ 17,962
Other operating segments 6,859 2,857 2,751 1,074
------------------ -------------- ---------------- ---------------
Total 52,347 47,711 19,634 19,036
Other business activities (25,563) (18,219) (8,306) (7,206)
Amortization of intangibles (10,005) (8,352) (3,261) (3,345)
Gain (loss) on disposal of fixed assets 2,406 (34) 2,359 (68)
Restructuring charges (487) (1,865) 124 (1,865)
Impairment charges (1,241)
Interest expense (20,181) (11,942) (7,238) (5,997)
Interest income 633 297 200 169
Other income 369 923 523 809
------------------ -------------- ---------------- ---------------
Consolidated income (loss) from
continuing operations before
provision for income taxes and
minority interest $ (1,722) $ 8,519 $ 4,035 $ 1,533
================== ============== ================ ===============
</TABLE>
Segment information relating to the Company's assets as of September 30,
2000, was as follows:
<TABLE>
<S> <C>
Total Assets:
Content Management Services $634,315
Other operating segments 33,971
Other business activities 36,307
Discontinued operations 46,267
--------
Total $750,860
========
</TABLE>
<PAGE> 12
10. RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting
for Derivative Instruments and Hedging Activities (an amendment of FASB
Statement No. 133)," was issued in June 2000. SFAS No. 138 amended certain
definitions and clarified certain requirements of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities and requires that entities recognize derivative instruments as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The accounting for the change in fair value of a
derivative instrument will depend on the intended use of the instrument. The
adoption of SFAS No. 133 will require the Company to reflect the fair value of
its interest rate swap agreements on its Consolidated Balance Sheet. The
offsetting gain or loss at the time of adoption of SFAS No. 133 will be
accounted for as a cumulative effect of a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20, "Accounting
Changes." The cumulative gain or loss at the time of adoption of SFAS No. 133
and future gains and losses resulting from the change in fair value of the swap
agreements will be reflected in cumulative comprehensive income as a separate
component of stockholders' equity to the extent the swaps qualify as cash flow
hedges. To the extent the swaps do not qualify as cash flow hedges, such gains
and losses will be reflected in net income. The Company intends to determine the
potential impact of the adoption of SFAS No. 133 on its financial position and
results of operations by the end of 2000.
<PAGE> 13
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 ability to maintain compliance with the amended
financial covenants under the 1999 Credit Agreement (as defined herein) or to
obtain waivers from its lending institutions in the case such compliance is not
maintained; the timing of completion and the success of the Company's various
restructuring plans and integration efforts; the ability to consummate the sale
of certain properties and noncore businesses, including its publishing business;
the rate and level of capital expenditures; and the adequacy of the Company's
credit facilities and cash flows to fund cash needs.
The accompanying financial statements for prior periods have been
restated to reflect the Company's publishing business as a discontinued
operation. The following discussion and analysis (in thousands of dollars)
should be read in conjunction with the Company's Interim Consolidated Financial
Statements and notes thereto.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000, COMPARED WITH 1999
Revenues in the first nine months of 2000 were $55,586 higher than in the
comparable period in 1999. This increase was primarily due to the revenues from
Wace Group Limited ("Wace"), which was acquired in May 1999. Revenues in the
2000 period increased by $43,268 from content management services, $9,377 from
digital services, and $2,941 from broadcast media distribution services.
Increased revenues from content management services primarily resulted from
increased revenues of $53,840 associated with the content management businesses
acquired in the acquisition of Wace as well as from higher revenues at the
Company's West Coast operations, principally from customers in the entertainment
industry. These increases were partially offset by a decrease in revenues from
the Black Dot operations acquired in the merger with Devon Group, Inc.
("Devon"), and a decrease in revenues at the Company's East Coast operations,
principally from customers in the publications industry. Increased revenues from
digital services resulted from the digital operations acquired as part of Wace
and from additional digital photography systems sales. Increased revenues from
broadcast media distribution services resulted from internal growth.
Gross profit increased $24,206 in the first nine months of 2000 as a
result of the additional revenues for the period discussed above. The gross
profit percentage in 2000 was 33.8% as compared to 32.4% in the 1999 period.
This increase in the gross profit percentage resulted primarily from the
acquisition of the Wace operations, which have higher gross profit margins than
the Company's other content management operations, and improved margins at the
Company's West Coast content management facilities, where the increase in
revenue discussed above resulted in greater absorption of fixed manufacturing
costs. These improvements were partially offset by lower margins at the
Company's East Coast and Black Dot content management operations, where the
reduction in revenue discussed above resulted in lower absorption of fixed
manufacturing costs and other operating inefficiencies.
Selling, general, and administrative expenses in the first nine months of
2000 were $26,950 higher than in the 1999 period, and as a percent of revenue
increased to 27.6% in the 2000 period from 24.5% in the 1999 period. Such
expenses grew at a greater rate than revenue due primarily to a higher rate of
costs incurred at the acquired Wace operations than at the Company's other
content management operations. Additionally, selling, general, and
administrative expenses in the 2000 period include a charge of $1,734 for
nonrestructuring-related employee termination costs.
<PAGE> 14
The results of operations for the nine months ended September 30, 2000,
include a restructuring charge of $611 related to a plan (the "2000 Second
Quarter Plan") to close the Atlanta operation acquired as part of the Wace
acquisition. The charge for the 2000 Second Quarter Plan consisted of $456 for
facility closure costs and $155 for employee termination costs for 37 employees.
In addition, in September 2000, the Company reversed $124 of the liability
associated with the 1999 Fourth Quarter Plan as a result of a change in the
financial management of the Company and a re-evaluation of its operations, which
resulted in management's decision to remain in a New York metropolitan area
administrative office that was previously identified for closure.
Impairment charges totaled $1,241 for the nine months ended September 30,
2000, and consisted of $583 from the impairment of equipment related to the 2000
Second Quarter Plan and $658 from the write down of long-lived assets related to
the Company's events-based digital photography business.
Amortization expense for intangible assets increased by $1,653 in the
first nine months of 2000 due primarily to the goodwill associated with the Wace
acquisition being amortized for the entire nine month period in 2000 as compared
to four months in the 1999 period.
Interest expense in the first nine months of 2000 was $8,203 higher than
in the 1999 period due primarily to the interest on borrowings to finance the
Wace acquisition and higher interest rates under the amended and restated credit
agreement entered into in connection with the acquisition of Wace (the "1999
Credit Agreement"). Four interest rate swap agreements entered into by the
Company resulted in an immaterial reduction of interest expense in the 2000
period.
Notwithstanding the fact that the Company reported a pretax loss from
continuing operations for the period, the Company incurred a provision for
income taxes of $3,674. A provision was incurred, as opposed to a benefit being
received, due to the projected annual permanent items related to nondeductible
goodwill and the nondeductible portion of meals and entertainment expenses
exceeding the amount of the projected pretax loss for the year.
In June 2000, the Company's Board of Directors approved a plan to sell
the publishing business that was acquired as part of the merger with Devon.
During the third quarter of 2000, the Company solicited bids and entered into
negotiations with a potential buyer. Based on certain conditions to closing
required by the potential buyer, the Company believed it was no longer in its
best interest to pursue the proposed transaction. The Company is continuing to
pursue the sale of the publishing business, although there can be no assurance
that a sale will be consummated. The results of operations in the 2000 period
include an after tax loss from discontinued operations of $98,383, which
consisted of a loss from operations of $3,141 and an estimated loss on disposal
of $95,242. In accordance with the 1999 Credit Agreement, the net after tax
proceeds from the sale of the publishing business will be used to repay
outstanding borrowings under the 1999 Credit Agreement.
Revenues from business transacted with affiliates for the nine months
ended September 30, 2000 and 1999, totaled $7,686 and $9,504, respectively,
representing 1.8% and 2.5%, respectively, of the Company's revenues.
THREE MONTHS ENDED SEPTEMBER 30, 2000, COMPARED WITH 1999
Revenues in the third quarter of 2000 were $11,101 lower than in the
comparable period in 1999. This decrease was primarily due to lower revenues
from the Wace and Black Dot operations. Revenues in the 2000 period decreased by
$13,386 from content management services, which was partially offset by an
increase in revenues of $1,412 from digital services and $873 from broadcast
media distribution services. Decreased revenues from content management services
primarily resulted from decreased revenues of $7,716 associated with the content
management businesses acquired in the acquisition of Wace, which resulted from
the sale in April 2000 of the photographic laboratory business acquired as part
of the Wace acquisition (the "Photolab Business") and the closing of the Atlanta
facility in June 2000 in connection with the 2000 Second Quarter Plan. Revenues
also decreased at the Company's East Coast operations, principally from
customers in the publications industry, and at the Black Dot operations. The
decreases were partially offset by higher revenues at the Company's West Coast
operations, principally from customers in the entertainment industry. Increased
revenues from digital services resulted from the digital operations acquired as
part of Wace and from additional digital photography systems sales. Increased
revenues from broadcast media distribution services resulted from internal
growth.
<PAGE> 15
Gross profit decreased $2,976 in the third quarter of 2000 as a result of
lower gross profit at the Black Dot operations and the sale in April 2000 of the
Photolab Business. The gross profit percentage in 2000 was 34.7% as compared to
34.1% in the 1999 period. This increase in the gross profit percentage resulted
primarily from the sale of the Photolab Business, which had lower gross profit
margins than the Company's other content management businesses, partially offset
by lower margins at the Black Dot operations, where the reduction in revenue
discussed above resulted in lower absorption of fixed manufacturing costs and
other operating inefficiencies.
Selling, general, and administrative expenses in the third quarter of
2000 were $2,400 lower than in the 1999 period, but as a percent of revenue
increased slightly to 26.5% in the 2000 period from 26.2% in the 1999 period.
In September 2000, the Company reversed $124 of the liability associated
with the 1999 Fourth Quarter Plan as a result of a change in financial
management of the Company and a re-evaluation of its operations, which resulted
in management's decision to remain in a New York metropolitan area
administrative office previously identified for closure.
The Company recorded an income tax provision of $1,606 in the third
quarter of 2000. Additional provision was recognized in the quarter due to an
increase in the projected taxable income for the year resulting from higher than
expected earnings in the third quarter of 2000.
Revenues from business transacted with affiliates for the three months
ended September 30, 2000 and 1999, totaled $2,193 and $3,044, respectively,
representing 1.6% and 2.0%, respectively, of the Company's revenues.
FINANCIAL CONDITION
Under the terms of the 1999 Credit Agreement, the Company must comply
with certain financial covenants related to leverage ratios, interest coverage
ratios, fixed charge coverage ratios, minimum net worth, and capital spending.
In August 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Fourth Amendment") to relax the interest coverage ratio and net
worth covenants as of June 30, 2000, and to modify all of the financial covenant
requirements to be less restrictive than previously required in the 1999 Credit
Agreement for the quarterly fiscal periods through June 30, 2001. In addition to
modifying the various financial covenants, the Fourth Amendment increased the
interest rates on all future borrowings under the 1999 Credit Agreement by 50
basis points and lowered the borrowing capacity of the revolving line of credit
to $85,000.
In July 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Third Amendment") that lowered the net worth covenant threshold
to enable the Company to proceed with its planned disposal of the publishing
business. Also in July 2000, the lending institutions granted a waiver of
covenant defaults to enable the Company to make the July 31, 2000, scheduled
interest payment to the holders of its subordinated notes. In connection with
entering into the Third Amendment and the Fourth Amendment, the Company incurred
fees of $496 and $1,535, respectively. The fee incurred in connection with the
Third Amendment is included in the loss on disposal of discontinued operations.
The fee incurred in connection with the Fourth Amendment will be included as a
component of interest expense in future periods.
The Company was in compliance with all covenants at September 30, 2000.
There can be no assurance that the Company will be able to maintain compliance
with the covenant requirements in future periods. If the Company does not
maintain compliance, it intends to engage in additional discussions with its
lending institutions to obtain additional waivers and amendments, although there
can be no assurance that such additional waivers or amendments will be granted.
During the first nine months of 2000, the Company repaid $53,896 of its
borrowings under its credit facilities, repaid $2,562 of notes and capital lease
obligations, and made contingent payments related to acquisitions of $4,217. In
addition, the Company invested $12,190 in facility construction and new
equipment, and spent $1,226 on software-related projects. Such amounts were
primarily generated from cash from operating activities of $31,475, the sale of
property, equipment, and businesses that generated aggregate proceeds of
$17,635, and a sale and leaseback transaction that generated proceeds of
$12,922.
<PAGE> 16
Cash flows from operating activities of continuing operations during the
first nine months of 2000 decreased by $2,227 as compared to the comparable
period in 1999 due primarily to a decrease in cash from operating income and the
receipt of a tax refund in the 1999 period with no comparable receipt in 2000,
partially offset by the timing of collections from customers and affiliates.
Cash generated by discontinued operations during the first nine months of 2000
increased by $16,152 as compared to the 1999 period.
The Company expects to spend approximately $18,000 over the course of the
next twelve months for capital improvements and management information systems,
essentially all of which is for modernization and growth. The Company intends to
finance a substantial portion of these expenditures under operating or capital
leases, sale and leaseback arrangements, or with working capital.
As part of its effort to integrate and streamline its operations, the
Company is evaluating its various businesses and pursuing strategies to maximize
their value, including the sale of noncore businesses, such as the publishing
business, and certain properties. The Company believes that the cash flow from
operations, including potential improvements in operations as a result of its
various integration and restructuring efforts, sales of certain properties and
noncore businesses, and available borrowing capacity, subject to the Company's
ability to maintain compliance or obtain a waiver in the event of noncompliance,
if any, with the financial covenants under the 1999 Credit Agreement, will
provide sufficient cash flows to fund its cash needs for the foreseeable future.
The Company is subject to certain maintenance standards in order to
remain listed on the Nasdaq National Market. During the third quarter of 2000,
the Company was not in compliance with the standard that requires a listed
company to maintain a minimum bid price of $5.00 for its common stock. The
Company has included a proposal in its 2000 Proxy Statement for shareholders to
approve a two-for-five reverse stock split. The intent of this proposal is to
sufficiently increase the price of its common stock to attain the required bid
price, although there can be no assurance that the reverse stock split will have
the desired effect. Notwithstanding shareholder approval of the proposal, the
Company may elect to not proceed with the reverse stock split.
Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting
for Derivative Instruments and Hedging Activities (an amendment of FASB
Statement No. 133)," was issued in June 2000. SFAS No. 138 amended certain
definitions and clarified certain requirements of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities and requires that entities recognize derivative instruments as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The accounting for the change in fair value of a
derivative instrument will depend on the intended use of the instrument. The
adoption of SFAS No. 133 will require the Company to reflect the fair value of
its interest rate swap agreements on its Consolidated Balance Sheet. The
offsetting gain or loss at the time of adoption of SFAS No. 133 will be
accounted for as a cumulative effect of a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20, "Accounting
Changes." The cumulative gain or loss at the time of adoption of SFAS No. 133
and future gains and losses resulting from the change in fair value of the swap
agreements will be reflected in cumulative comprehensive income as a separate
component of stockholders' equity to the extent the swaps qualify as cash flow
hedges. To the extent the swaps do not qualify as cash flow hedges, such gains
and losses will be reflected in net income. The Company intends to determine the
potential impact of the adoption of SFAS No. 133 on its financial position and
results of operations by the end of 2000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company's primary exposure to market risk is interest rate risk. The
Company had $258,643 outstanding under its credit facilities at September 30,
2000. Interest rates on funds borrowed under the Company's credit facilities
vary based on changes to the prime rate or LIBOR. The Company partially manages
its interest rate risk through four interest rate swap agreements under which
the Company pays a fixed rate and is paid a floating rate based on the three
month LIBOR rate. The notional amounts of the four interest rate swaps totaled
$90,000 at September 30, 2000. A change in interest rates of 1.0% would result
in an annual change in income before taxes of $1,686 based on the outstanding
balance under the Company's credit facilities and the notional amounts of the
interest rate swap agreements at September 30, 2000.
<PAGE> 17
PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
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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 Act of
1934, as amended, for the fiscal year ended December 31, 1997).
3.1(a) First Restated 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).
3.1(b) Certificate of Amendment of First Restated Certificate of Incorporation
(Incorporated by reference to Exhibit No. 3.1(b) 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 June 30, 1998).
3.2(a) 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).
3.2(b) 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).
3.2(c) Amendment to the Amended and Restated By-Laws of Applied Graphics
Technologies, Inc.
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).
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<PAGE> 18
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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).
10.6(a) Employment Agreement, effective as of May 1, 2000, between the Company
and Joseph D. Vecchiolla (Incorporated by reference to Exhibit No.
10.6(a) 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 Act of 1934, as amended, for the quarterly period ended June
30, 2000).
10.6(b) Agreement and General Release, effective June 4, 2000, between the
Company and Louis Salamone, Jr. (Incorporated by reference to Exhibit
No. 10.6 (b) 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 Act of 1934, as amended, for the quarterly period ended June
30, 2000).
10.6(c) Employment Agreement, effective as of May 24, 1999, between the Company
and Derek Ashley (Incorporated by reference to Exhibit No. 10.6 (c)
forming part of 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 June
30, 1999).
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).
10.7 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).
10.8 Applied Graphics Technologies, Inc., 1998 Incentive Compensation Plan,
as Amended and Restated (Incorporated by reference to Exhibit No. 10.8
forming part of 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 June
30, 1999).
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<PAGE> 19
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10.8(a) Amendment No. 1, dated as of May 8, 2000, to the Applied Graphics
Technologies, Inc., Amended and Restated 1998 Incentive Compensation
Plan (Incorporated by reference to Exhibit No. 10.8(a) 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 June 30, 2000).
10.9(a) Amended and Restated Credit Agreement, dated as of March 10, 1999, among
Applied Graphics Technologies, Inc., Other Institutional Lenders as
Initial Lenders, and Fleet Bank, N.A. (Incorporated by reference to
Exhibit 99.2 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 March 22, 1999).
10.9(b) Amendment No. 1, dated as of June 2, 1999, to the Amended and Restated
Credit Agreement among Applied Graphics Technologies, Inc., Other
Institutional Lenders as Initial Lenders, and Fleet Bank, N.A.
(Incorporated by reference to Exhibit No. 10.9(b) forming part of
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 June 30, 1999).
10.9(c) Amendment No. 2, dated July 28, 1999, to the Amended and Restated Credit
Agreement among Applied Graphics Technologies, Inc., Other Institutional
Lenders as Initial Lenders, and Fleet Bank, N.A. (Incorporated by
reference to Exhibit No. 10.9(c) forming part of 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 September 30, 1999).
10.9(d) Amendment No. 3, dated as of July 21, 2000, to the Amended and Restated
Credit Agreement among Applied Graphics Technologies, Inc., Other
Institutional Lenders as Initial Lenders, and Fleet Bank, N.A.
(Incorporated by reference to Exhibit No. 10.9(d) 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 June 30, 2000).
10.9(e) Amendment No. 4, dated as of August 11, 2000, to the Amended and
Restated Credit Agreement among Applied Graphics Technologies, Inc.,
Other Institutional Lenders as Initial Lenders, and Fleet Bank, N.A.
(Incorporated by reference to Exhibit No. 10.9(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 June 30, 2000).
27 Financial Data Schedule (EDGAR filing only).
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(b) The Registrant did not file any reports on Form 8-K during the
quarter ended September 30, 2000.
<PAGE> 20
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/ Derek Ashley
Date: November 14, 2000
-----------------------------------
Derek Ashley
Vice Chairman, Chief Executive Officer,
and Chief Operating Officer
(Duly authorized officer)
/s/ Joseph D. Vecchiolla
Date: November 14, 2000
-----------------------------------
Joseph D. Vecchiolla
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
