<PAGE> 1
FORM 10-Q
------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
JULY 2, 1999
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 1-5492-1
NASHUA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 02-0170100
(State of Incorporation) (IRS Employer Identification No.)
44 FRANKLIN STREET 03064
NASHUA, NEW HAMPSHIRE (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (603) 880-2323
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES ___X___ NO _______
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
AS OF AUGUST 6, 1998, THE COMPANY HAD 5,891,969 SHARES OF COMMON STOCK,
EXCLUDING 1,023,798 SHARES IN TREASURY, PAR VALUE $1 PER SHARE, OUTSTANDING.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
July 2, 1999 December 31,
ASSETS: (Unaudited) 1998
- ------- ------------ ------------
<S> <C> <C>
Cash and cash equivalents $ 21,943 $ 31,965
Restricted cash 5,000 5,000
Accounts receivable 19,001 18,232
Inventories
Materials and supplies 5,776 6,326
Work in process 2,640 2,503
Finished goods 7,712 5,847
---------- ----------
16,128 14,676
Other current assets 14,844 13,474
---------- ----------
Total current assets 76,916 83,347
---------- ----------
Plant and equipment 74,022 73,057
Accumulated depreciation (35,608) (33,727)
---------- ----------
38,414 39,330
---------- ----------
Intangible assets 1,182 1,991
Accumulated amortization (800) (1,484)
---------- ----------
382 507
---------- ----------
Investment in unconsolidated affiliates 279 -
Other assets 12,369 10,155
Net non-current assets of discontinued operations 756 756
---------- ----------
Total assets $ 129,116 $ 134,095
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
- -------------------------------------
Current maturities of long-term debt $ 511 $ 511
Accounts payable 11,062 9,028
Accrued expenses 24,864 27,934
---------- ----------
Total current liabilities 36,437 37,473
---------- ----------
Long-term debt 766 1,064
Other long-term liabilities 19,931 20,331
---------- ----------
Total long-term liabilities 20,697 21,395
---------- ----------
Common stock and additional capital 22,086 21,995
Retained earnings 64,803 64,071
Treasury stock, at cost (14,907) (10,839)
---------- ----------
Total shareholders' equity 71,982 75,227
---------- ----------
Commitments and contingencies -- --
---------- ----------
Total liabilities and shareholders' equity $ 129,116 $ 134,095
========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except per share data) Three Months Ended Six Months Ended
------------------ ----------------
July 2, July 3, July 2, July 3,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $42,573 $40,081 $85,222 $84,567
Cost of products sold 32,151 30,882 64,513 65,617
------- ------- ------- --------
Gross margin 10,422 9,199 20,709 18,950
Research, selling, distribution and
administrative expenses 9,696 10,452 19,789 20,944
Interest expense 214 109 417 222
Interest income (352) (669) (727) (677)
------- ------- ------- -------
Income (loss) from continuing operations before income
taxes (benefit) 864 (693) 1,230 (1,539)
Income taxes (benefit) 350 (246) 498 (569)
------- ------- ------- -------
Income (loss) from continuing operations 514 (447) 732 (970)
Loss from discontinued operation, net of taxes -- (1,814) -- (2,082)
Gain on disposal of discontinued operation, net of taxes -- 1,052 -- 1,052
------- ------- ------- -------
Net income (loss) 514 (1,209) 732 (2,000)
Retained earnings, beginning of period 64,289 76,144 64,071 76,935
------- ------- ------- -------
Retained earnings, end of period 64,803 74,935 64,803 74,935
======= ======= ======= =======
Earnings per share:
Income (loss) from continuing operations $ .09 $ (.07) $ .13 $ (.15)
Loss from discontinued operation -- (.28) -- (.32)
Gain on disposal of discontinued operation -- .16 -- .16
------- ------- ------- -------
Net income (loss) per common share $ .09 $ (.19) $ .13 $ (.31)
======= ======= ======= =======
Average common shares 5,674 6,475 5,791 6,437
======= ======= ======= =======
Income (loss) per common share from
continuing operations assuming dilution $ .09 $ (.07) $ .13 $ (.15)
Loss per common share from discontinued
operations assuming dilution -- (.28) -- (.32)
Gain on sale of discontinued operation
per common share assuming dilution -- .16 -- .16
------- ------- ------- -------
Net income (loss) per common share assuming dilution $ .09 $ (.19) $ .13 $ (.31)
======= ======= ======== =======
Average common and potential common shares 5,682 6,475 5,803 6,437
======= ======= ======== =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------
July 2, July 3,
1999 1998
------- -------
<S> <C> <C>
Cash flows from operating activities of continuing operations:
Net income (loss) $ 732 $(2,000)
Adjustments to reconcile net income (loss) to cash provided by
(used in) continuing operating activities:
Depreciation and amortization 2,913 3,473
Gain on sale of discontinued operation -- (1,052)
Loss from discontinued operations -- 2,082
Net change in working capital and other assets (4,509) (6,805)
------- -------
Cash used in continuing operating activities (864) (4,302)
------- -------
Cash flows from investing activities of continuing operations:
Investment in plant and equipment (1,871) (3,042)
------- -------
Cash used in investing activities of continuing operations (1,871) (3,042)
------- -------
Cash flows from financing activities of continuing operations:
Repayment of borrowings (298) (2,212)
Proceeds and tax benefits from shares issued under stock
option plans -- 1,614
Purchase of treasury stock (3,977) --
------- -------
Cash used in financing activities of continuing operations (4,275) (598)
------- -------
Proceeds from the sale of discontinued operation -- 49,858
Cash used in activities of discontinued operation (3,012) (1,673)
Effect of exchange rate changes on cash -- 4
------- -------
Increase (decrease) in cash and cash equivalents (10,022) 40,247
Cash and cash equivalents at beginning of period 31,965 3,736
------- -------
Cash and cash equivalents at end of period $21,943 $43,983
======= =======
Interest paid $ 52 $ 64
======= =======
Income taxes paid $ 4,803 $ 4,267
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INDEBTEDNESS
On April 22, 1999, the Company entered into a new secured financing agreement
with Fleet Bank - NH, increasing the Company's revolving line of credit to $15
million from $8 million. This agreement with Fleet - NH replaced the Company's
credit facility, which was scheduled to expire April 30, 1999. The agreement
contains certain financial covenants with respect to consolidated tangible net
worth, capital expenditures and earnings before interest, income taxes,
depreciation and amortization (EBITDA). Borrowings under this facility are
collateralized by a security interest in the Company's accounts receivables and
inventory. Interest on amounts outstanding under the secured line of credit is
payable at the prime rate or at the Company's election, at LIBOR plus a certain
fixed percentage. The maturity of this financing agreement is April 22, 2001.
The agreement does not allow the payment of dividends and restricts, among other
things, the incurrence of additional debt greater than determined amounts,
guarantees or sale of certain assets without prior consent of the lenders.
RECLASSIFICATION
Certain amounts from the prior year have been reclassified to conform to the
current year presentation.
STOCK OPTIONS
At July 2, 1999, options for 507,170 shares of common stock were outstanding.
Stock options for an additional 67,253 shares may be awarded under the Company's
1996 Stock Incentive Plan. In addition, the Company's stockholders approved the
1999 Shareholder Value Plan at their annual meeting held on April 30, 1999.
Stock awards may be made under the 1999 Shareholder Value Plan for up to 600,000
shares of common stock (subject to adjustments for stock splits, stock dividends
or other changes in the Company's capitalization). No options or shares have
been awarded under this plan.
SHAREHOLDER'S EQUITY
On June 24, 1998, the Company's Board of Directors authorized the repurchase
from time to time in the open market of up to one million shares of its common
stock, subject to financial and market conditions, Securities and Exchange
Commission rules and regulations and financial covenant limitations with the
Company's lender. During the first half of 1999, Nashua repurchased 348,060
shares of the Company's common stock in open market transactions for $4.0
million. The total shares repurchased under this program totaled 999,714.
SEGMENT AND RELATED INFORMATION
In the fourth quarter of 1998, the Company adopted Statement of Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information." The tables below present information about reported segments.
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<TABLE>
<CAPTION>
For the Quarter:
- ----------------
(In thousands) Net Sales From Pretax Income (Loss) From
Continuing Operations Continuing Operations
--------------------- --------------------------
Three Months Three Months Three Months Three Months
Ended Ended Ended Ended
July 2, 1999 July 3, 1998 July 2, 1999 July 3, 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Imaging Supplies $14,148 $13,846 $ (285) $ (651)
Specialty Coated and Label Products 28,395 26,235 2,455 1,565
Reconciling items:
Other 30 - (81) (246)
Unallocated corporate expenses,
including interest -- - (1,225) (1,361)
------- ----------- ------- -------
Consolidated $42,573 $40,081 $ 864 $ (693)
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
For the Six Months:
- -------------------
(In thousands) Net Sales From Pretax Income (Loss) From
Continuing Operations Continuing Operations
--------------------- -------------------------
Six Months Six Months Six Months Six Months
Ended Ended Ended Ended
July 2, 1999 July 3, 1998 July 2, 1999 July 3, 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Imaging Supplies $28,513 $30,541 $ (765) $(1,435)
Specialty Coated and Label Products 56,587 53,995 4,376 3,230
Reconciling items:
Other 122 31 (123) (453)
Unallocated corporate expenses,
including interest -- -- (2,258) (2,881)
------- ------- ------- -------
Consolidated $85,222 $84,567 $ 1,230 $(1,539)
======= ======= ======= =======
</TABLE>
OTHER
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the financial position as of July 2,
1999, the results of operations for the three and six month periods ended July
2, 1999 and July 3, 1998 and cash flows for the six month periods ended July 2,
1999 and July 3, 1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS: FOR THE QUARTER:
Quarterly sales increased to $42.6 million, a 6.2 percent increase over second
quarter 1998 sales of $40.1 million due to improvements in both the Imaging
Supplies and Specialty Coated and Label Products segments. Gross margin
increased to 24.5 percent for the quarter compared to 23.0 percent for the
second quarter of 1998, primarily due to manufacturing efficiencies, raw
material cost reductions and income related to the Company's pension plans.
Research, selling, distribution and administrative expenses, as a percent of
sales, improved to 22.8 percent from 26.1 percent for the second quarter of
1998, primarily due to the restructuring of selling channels in the Imaging
Supplies Segment, the benefit from lower corporate expenses due to the
restructuring which occurred in the second quarter of 1998 and income related to
the Company's pension plans. Net interest income decreased to $.1 million for
the second quarter compared to $.6 million a year ago, primarily a result of the
decreased cash balance due to the share repurchase program discussed further in
the Liquidity, Capital Resources and Financial Condition section of this report
and the accrual of interest expense related to the Ricoh litigation as described
in the Company's 10-K filing. Income before taxes for continuing operations, as
a percent of sales, was 2.0 percent compared to a loss of 1.7 percent a year
ago.
Net income in the second quarter of 1999 increased to $.5 million, $.09 per
share, compared to a net loss of $1.2 million, $.19 per share, in the second
quarter of 1998 due to improvements in both the Imaging Supplies and Specialty
Coated and Label Products segments. Net income, as a percent of sales, was 1.2
percent for the second quarter of 1999, as compared to a net loss of 3.0 percent
for the same period last year. Net income from continuing operations in the
second quarter of 1998 totaled $.5 million, $.09 per share, compared to a net
loss from continuing operations of $.4 million, $.07 per share, in the second
quarter of 1998.
RESULTS OF OPERATIONS BY REPORTABLE OPERATING SEGMENT: FOR THE QUARTER:
IMAGING SUPPLIES SEGMENT:
The Imaging Supplies segment reported a 2.2 percent increase in sales for the
second quarter of 1999 as compared to the same period last year. The sales
improvement resulted from higher volume in the paper product line, which more
than offset declines in both the toner and developer and the laser printer
cartridge product lines. Paper sales improved 42 percent compared to the second
quarter of last year as a result of higher volume driven by the market's
reaction to an anticipated rise in paper prices. The toner and developer sales
declined 5 percent from the same period last year as a result of volume
shortfalls in the dealer-agent and international channels primarily due to a
decline in sales of older products which more than offset higher volume from new
product sales initiatives in the OEM channel. Laser printer cartridge sales
declined 7 percent in the second quarter of 1999 compared to the second quarter
of 1998 due to volume shortfalls in the dealer-agent channel which more than
offset volume improvements in the OEM channel.
The segment's pretax loss in the second quarter of 1999 declined 56 percent
compared to the second quarter of 1998. The pretax improvement over the second
quarter of 1998 was primarily a result of reduced selling and administrative
expenses in the toner and developer product line related to the restructuring of
the dealer-agent selling channel earlier this year and income related to the
Company's pension plans.
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SPECIALTY COATED AND LABEL PRODUCTS SEGMENT:
The Specialty Coated and Label Products segment reported an 8.2 percent increase
in sales for the second quarter of 1999 compared to the same period last year
due to higher volume in the thermal paper and converted label products. Customer
retention, new customer initiatives and new product offerings in the supermarket
label area were the primary drivers of the second quarter sales improvement.
The segment's pretax income increased 57 percent compared to the second quarter
of 1998 primarily the result of higher volume, lower raw material costs,
improved manufacturing efficiency, a favorable mix of products and income
related to the Company's pension plans.
RESULTS OF OPERATIONS: FOR SIX MONTHS YEAR-TO-DATE:
Sales for the first six months of 1999 were up .8 percent to $85.2 million
compared to $84.6 million in the corresponding period of 1998 due to higher
sales in the Specialty Coated and Label Products segment offset by a decline in
the Imaging Supplies Segment. Gross Margin improved to 24.3 percent for the
first six months from 22.4 percent for the same period last year. The increase
was due to manufacturing cost reduction programs, improved manufacturing
efficiency, reduced raw material prices, improved product mix and income related
to the Company's pension plans. Research, selling, distribution and
administrative expenses, as a percent of sales, improved to 23.2 percent from
24.8 percent for the first six months of 1998, primarily due to the reduction in
commission expenses attributable to our dealer-agent restructuring earlier this
year and income related to the Company's pension plans. Net interest income
decreased to $.3 million for the first six months compared to $.5 million a year
ago, primarily a result of the decreased cash balance due to the share
repurchase program completed in the second quarter this year, as well as higher
interest expense accrued in the first six months of 1999 related to the Ricoh
litigation. Income before taxes for continuing operations, as a percent of
sales, was 1.4 percent compared to a loss of 1.8 percent a year ago.
Net income in the first six months of 1999 was $.7 million, $.13 per share,
compared to a net loss of $2.0 million, $.31 per share, in the same period in
1998. Net income, as a percent of sales, was .9 percent for the first six months
of 1999 and a net loss of 2.4 percent for the same period last year. Net income
from continuing operations in the first six months of 1998 totaled $.7 million,
$.13 per share, compared to a net loss from continuing operations of $1.0
million, $.15 per share, in the first six months of 1998.
RESULTS OF OPERATIONS BY REPORTABLE OPERATING SEGMENT: FOR SIX MONTHS YEAR-TO
DATE:
IMAGING SUPPLIES SEGMENT:
The Imaging Supplies segment reported a 6.6 percent decrease in sales for the
first six months of 1999 compared to the same period last year. The sales
decline was a result of a reduction in volume in the toner and developer and
laser cartridge product lines, as well as a reduction in selling price in the
toner and developer product line which offset volume improvements in the paper
product line. The toner and developer decline was due to lower order rates from
large international customers and lower average selling prices on higher volume
products. The laser cartridge sales decline was primarily due to the volume
decline due to the loss of two large dealers in the dealer-agent channel.
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The segment's pretax loss in the first six months of 1999 improved 47 percent
over the same period in 1998. The pretax improvement over the first six months
of 1998 resulted primarily from lower selling and administrative expenses
related to the restructuring of the dealer-agent selling channel in the toner
and developer product line which was completed earlier this year and income
related to the Company's pension plans.
SPECIALTY COATED AND LABEL PRODUCTS SEGMENT:
The Specialty Coated and Label Products segment reported a 4.8 percent increase
in sales for the first six months of 1999 compared to the same period last year.
The increased sales were a result of higher volume in the thermal paper and
converted label products, compared to the same period last year. Customer
retention and new customer initiatives, primarily in the supermarket thermal
product line, were the primary drivers of the first six months sales
improvement.
The segment's pretax income increased 35 percent compared to the first six
months of 1998, primarily a result of higher sales volume and an improvement in
the segment's gross margin. Lower manufacturing costs, improved manufacturing
efficiency, a favorable mix of products sold and income related to the Company's
pension plans were the primary reasons for the improvement.
Details of the charges related to continuing operations and the activity
recorded during the first six months of 1999 follows.
<TABLE>
<CAPTION>
Balance Current Current Balance
(In thousands) April 2, Period Period July 2,
1999 Provision Charges 1999
-------- --------- ------- --------
<S> <C> <C> <C> <C>
Provisions for severance related to workforce reductions $143 $238 $135 $246
Other 123 -- 3 120
---- ---- ---- ----
Total $266 $238 $138 $366
==== ==== ==== ====
</TABLE>
All charges, excluding asset write-downs, are principally cash in nature and are
expected to be funded from operations.
The estimated annual effective income tax rate was 40.5 percent for the first
quarter of 1999 and is higher than the U.S. statutory rate principally due to
the impact of state income taxes.
YEAR 2000
The Year 2000 ("Y2K") issue is the result of computer programs being written
for, or microprocessors using two digits (rather than four) to define the
applicable year. Computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000, which
could result in system failures or miscalculations. The Company has established
processes for assessing the risks and associated costs of the Y2K issue.
The Company categorizes its Y2K efforts as follows: hardware, software, embedded
processors, vendors and customers. Progress in assessing and remediating
information technology systems (hardware and software) and non-information
technology systems (embedded processors) is being tracked in phases including
inventory, identification of non-compliant systems, risk assessment, project
plan development, remediation, testing and contingency planning. All aspects
related to assessing,
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remediating and testing mission critical systems have been completed and are Y2K
compliant. Mission critical systems are systems necessary to take customer
orders, manufacture and ship product, collect accounts receivable and report
financial information.
The Company is in communication with and has conducted several analyses with
significant vendors and customers to ensure their Y2K compliance. In addition,
the Company continues to evaluate its vulnerability if these companies fail to
remediate their Y2K issues. The Company has begun efforts to stockpile raw
material and qualify new vendors in the event of non-compliance. There can be no
guarantee that the systems of other companies will be timely remediated, or that
other companies' failure to remediate Y2K issues would not have a material
adverse effect on the Company.
It is currently estimated that the aggregate cost of the Company's Y2K efforts
will be approximately $1.1 million, of which, approximately $1.0 million has
been spent to date. These costs are being funded through operating cash flows
and include the costs of normal system upgrades and replacements for which the
timing was accelerated to address the Y2K issue. These amounts do not include
any costs associated with the implementation of contingency plans, which are in
the process of being developed; nor do they include internal Y2K program costs.
The Company does not separately track internal Y2K program costs. These costs
are principally the related payroll costs for the management information systems
group.
The Company is in the process of developing contingency plans for dealing with
the operational problems and costs (including loss of revenues) that would be
reasonably likely to result from failure by the Company and certain third
parties to achieve Y2K compliance on a timely basis. The process of contingency
plan development is greater than 50 percent complete with final plans expected
by September 30, 1999.
The Company presently believes that with remediation, testing and contingency
planning, Y2K risks can be mitigated. However, although the Company is not
currently aware of any material internal operational or financial Y2K related
issues, the Company cannot provide assurances that the computer systems,
products, services or other systems upon which the Company depends will be Y2K
ready on schedule, that the costs of its Y2K program will not become material or
that the Company's contingency plans will be adequate. In addition, the Company
believes the analyses conducted to ensure Y2K compliance of vendors and
customers will lessen the Y2K risk, however, there is no guarantee this will
completely eliminate the potential for disruption. If any such risks (either
with respect to the Company or its vendors or customers) materialize, the
Company could experience serious consequences to its business which could have
material adverse effects on the Company's financial condition, results of
operations and liquidity.
The foregoing assessment of the impact of the Y2K problem on the Company is
based on management's best estimates as of the date of this Form 10Q, which are
based on numerous assumptions as to future events. There can be no assurance
that these estimates will prove accurate, and actual results could differ
materially from those estimated if these assumptions prove inaccurate.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Working capital decreased $5.4 million to $40.5 million from December 31, 1998.
Cash and cash equivalents declined $10.0 million, primarily as a result of
payment of certain year end accrued expenses in the amount of $2.3 million, the
payment of taxes of $4.8 million and the repurchase of 348,060 shares of common
stock in open market transactions for $4.0 million pursuant to the Company's
open market
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<PAGE> 11
stock repurchase program as detailed in the Shareholder's Equity section of the
Notes to the Condensed Consolidated Financial Statements. Other changes
affecting working capital included the $.8 million increase in accounts
receivable, a $1.5 million dollar increase in inventories, primarily in the
Specialty Coated and Label Segment, and the $.2 million decline in accounts
payable from December 31, 1998.
During April 1999, the Company entered into a new $15 million secured financing
agreement as detailed in the Indebtedness section of the Notes to the Condensed
Consolidated Financial Statements.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
For matters submitted to a vote of security holders, see the Company's Proxy
Statement dated March 24, 1999 issued in connection with the Annual Meeting of
Stockholders held on April 30, 1999, which is incorporated herein by reference.
At such meeting, the stockholders acted as follows:
PROPOSAL 1:
To elect a Board of Directors for the ensuing year.
Number of Votes
---------------
Nominees For Withheld
-------- --- --------
Sheldon A. Buckler 4,368,779 1,220,131
Gerald G. Garbacz 4,369,051 1,219,859
Charles S. Hoppin 4,366,279 1,222,631
John M. Kucharski 4,368,579 1,220,331
David C. Miller, Jr. 4,369,237 1,219,673
Peter J. Murphy 4,366,779 1,222,131
James F. Orr III 4,369,079 1,219,831
The above named individuals were elected Directors of the Company.
PROPOSAL 2:
To approve the 1999 Shareholder Value Plan.
Number of Votes
---------------
Broker
For Against Abstain Non-Vote
--- ------- ------- --------
2,659,269 2,353,107 24,110 552,424
The proposal was approved.
ITEM 5. OTHER INFORMATION
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes the Company to consider for inclusion in
the proxy statement and form of proxy card for the Company's 2000 Annual Meeting
of Stockholders (the "2000 Meeting") must
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be received by the Company on or before November 24, 1999. Such proposals should
be directed to Nashua Corporation, 44 Franklin Street, P.O. Box 2002, Nashua,
New Hampshire 03064, Attention: Secretary.
In addition, the Company's By-Laws require all stockholder proposals to be
timely submitted in advance to the Secretary of the Company at the above address
(other than proposals submitted for inclusion in the proxy statement and form of
proxy as described above). To be timely, the Secretary must receive such notice
not less than 60 days nor more than 90 days prior to the 2000 Meeting; provided
that, if less than 70 days' notice or prior public disclosure of the date of the
2000 Meeting is given or made, the notice must be received not later than the
close of business on the 10th day following the date on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
occurs first.
MATTERS AFFECTING FUTURE RESULTS
This Form 10Q may contain forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. When used in this report,
the words "believe," "expects," "to be," "will" and similar expressions are
intended to identify such forward-looking statements. Any such forward-looking
statements and the Company's future results of operations and financial
condition are subject to risks and uncertainties which could cause actual
results to differ materially from those anticipated and from past results. Such
risks and uncertainties include, but are not limited to, fluctuations in
customer demand, intensity of competition from other vendors, timing and
acceptance of new product introductions, general economic and industry
conditions, delays or difficulties in programs designed to increase sales and
return the Company to profitability, risks associated with the failure by the
Company and certain third parties to achieve Year 2000 compliance on a timely
basis, and other risks detailed in the Company's filings with the Securities and
Exchange Commission. The Company assumes no obligation to update the information
contained in this Form 10Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
REPORTS ON FORM 8-K
On June 8, 1999, the Company filed a Form 8-K announcing the realignment of the
management team and reporting structure.
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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.
NASHUA CORPORATION
------------------
(Registrant)
Date: August 12, 1999 By: /s/John L. Patenaude
---------------- ---------------------------------
John L. Patenaude
Vice President-Finance,
Chief Financial Officer and
Treasurer
(principal financial and duly
authorized officer)
-13-
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0
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