<PAGE> 1
FORM 10-Q
------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
MARCH 31, 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 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 MAY 5, 2000, THE COMPANY HAD 5,960,949 SHARES OF COMMON STOCK,
EXCLUDING 1,023,818 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>
March 31, 2000 December 31,
ASSETS: (Unaudited) 1999
- ------- -------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 24,574 $ 25,056
Restricted cash 5,361 5,000
Accounts receivable 16,539 17,448
Inventories
Materials and supplies 7,304 7,911
Work in process 4,101 3,788
Finished goods 5,806 6,194
--------- ---------
17,211 17,893
Other current assets 11,315 14,170
--------- ---------
Total current assets 75,000 79,567
--------- ---------
Plant and equipment 77,510 76,596
Accumulated depreciation (37,571) (36,594)
--------- ---------
39,939 40,002
--------- ---------
Other assets 16,876 10,120
Net non-current assets of discontinued operations 756 756
--------- ---------
Total assets $ 132,571 $ 130,445
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
- -------------------------------------
Current maturities of long-term debt $ 511 $ 511
Accounts payable 11,070 10,946
Accrued expenses 28,756 30,253
Income tax payable 2,295 2,295
--------- ---------
Total current liabilities 42,632 44,005
--------- ---------
Long-term debt 383 511
Other long-term liabilities 12,889 19,103
--------- ---------
Total long-term liabilities 13,272 19,614
--------- ---------
Common stock and additional capital 22,098 22,098
Retained earnings 69,491 59,650
Treasury stock, at cost (14,922) (14,922)
--------- ---------
Total shareholders' equity 76,667 66,826
--------- ---------
Total liabilities and shareholders' equity $ 132,571 $ 130,445
========= =========
</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
---------------------------
March 31, April 2,
2000 1999
-------- --------
<S> <C> <C>
Net sales $ 44,010 $ 42,649
Cost of products sold 35,088 32,362
-------- --------
Gross margin 8,922 10,287
Research, selling, distribution and
administrative expenses 10,039 10,093
Pension settlement income (18,606) --
Restructuring and unusual charges 1,452 --
Loss from equity investment 4 --
Interest expense 201 204
Interest income (421) (376)
-------- --------
Income from continuing operations before
income tax provision 16,253 366
Income tax provision 6,412 148
-------- --------
Net income 9,841 218
Retained earnings, beginning of period 59,650 64,071
-------- --------
Retained earnings, end of period 69,491 64,289
======== ========
Basic earnings per share:
Net income per common share $ 1.75 $ 0.04
======== ========
Average common shares 5,639 5,909
======== ========
Diluted earnings per share:
Net income per common share assuming dilution $ 1.74 $ 0.04
======== ========
Average common and potential common shares 5,655 5,926
======== ========
</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>
Three Months Ended
---------------------------
March 31, April 2,
2000 1999
--------- --------
<S> <C> <C>
Cash flows from operating activities of continuing operations:
Net income $ 9,841 $ 218
Adjustments to reconcile net income to cash provided
by (used in) continuing operating activities:
Restricted cash (361) --
Depreciation and amortization 1,656 1,444
Pension settlement income (18,606) --
Equity in loss from unconsolidated joint venture 4 --
Loss on sale/disposal of fixed assets 103 --
Net change in working capital and other assets 7,476 (2,383)
-------- --------
Cash provided by (used in) continuing operating activities 113 (721)
-------- --------
Cash flows from investing activities of continuing operations:
Investment in plant and equipment (1,696) (858)
Investment in unconsolidated joint venture (107) --
-------- --------
Cash used in investing activities of continuing operations (1,803) (858)
-------- --------
Cash flows from financing activities of continuing operations:
Repayment of borrowings (128) (170)
Purchase of treasury stock -- (2,152)
-------- --------
Cash used in financing activities of continuing operations (128) (2,322)
-------- --------
Cash provided by (used in) activities of discontinued operation 1,336 (336)
-------- --------
Decrease in cash and cash equivalents (482) (4,237)
Cash and cash equivalents at beginning of period 25,056 31,965
-------- --------
Cash and cash equivalents at end of period $ 24,574 $ 27,728
======== ========
Interest paid $ 14 $ 26
======== ========
Income taxes paid $ 85 $ 348
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q. In the opinion of
management, the accompanying financial statements contain all adjustments
consisting of normal recurring accruals necessary to present fairly the
financial position as of March 31, 2000, the results of operations for the three
month periods ending March 31, 2000 and April 2, 1999 and cash flows for the
three month periods ended March 31, 2000 and April 2, 1999. The accompanying
financial statements should be read in conjunction with the consolidated
financial statements and footnotes thereto included in Nashua Corporation's (the
"Company") Form 10-K for the year ended December 31, 1999.
Certain amounts from the prior year have been reclassified to conform to the
current year presentation. Responsibility for the cut sheet paper product line
has been transferred from the Imaging Supplies segment to the Specialty Coated
and Label Products segment and segment reporting has been restated accordingly.
SUBSEQUENT EVENTS
On April 17, 2000, the Company completed the acquisition of all outstanding
shares of stock of Rittenhouse Paper Company, an Illinois corporation
("Rittenhouse"), pursuant to a Stock Purchase Agreement, dated March 21, 2000,
by and among the Company, Rittenhouse and the stockholders of Rittenhouse. The
consideration paid by the Company to the stockholders of Rittenhouse totaled
approximately $57 million in cash plus a contingent payment of up to $6 million
if certain financial targets are achieved for the year 2000. The Company did not
assume any third party interest paying debt.
The Company funded $35 million of the purchase price from borrowings under a
secured loan of $55 million from Fleet Bank-NH and LaSalle Bank, N.A. consisting
of a $20 million term loan and a $35 million revolving loan, as described in the
indebtedness section of this report. The Company funded the remainder of the
purchase price from its cash reserves.
On April 24, 2000, the Company's Board of Directors voted to redeem the stock
purchase rights issued pursuant to the Rights Agreement dated July 19, 1996, as
amended. In redeeming the rights, the Nashua Board authorized a one-time
payment of $0.01 per common share.
INDEBTEDNESS
On April 14, 2000, Nashua, Rittenhouse Paper Company and Rittenhouse, L.L.C.
(collectively, the "Company" as of April 17, 2000) entered into a Revolving
Credit and Term Loan Agreement with Fleet Bank - NH and LaSalle Bank, N.A.
("Banks"). The Revolving Loan Agreement and the Term Loan Agreement are in the
amounts of $35 million and $20 million, respectively. Borrowings under this
facility are collateralized by a security interest in Nashua's and Rittenhouse's
accounts receivable, inventory, certain machinery and equipment and real estate
located in Merrimack, NH. This agreement with the Banks replaces the Company's
existing credit facility, which was scheduled to expire April 22, 2001. The
Company has borrowed the full $20 million under the Term Loan to finance its
purchase of Rittenhouse Paper Company. The Revolving Loan Agreement is subject
to certain limitations such as, if the aggregate principal amount at any one
time outstanding under the Revolving Loan exceeds $15 million or the amount of
certain Eligible Accounts, as defined in the loan agreement, declines to $25
million or less, the maximum principal amount of the Revolving Loan Agreement
shall be the lesser of (a) $35 million or (b)
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<PAGE> 6
the Borrowing Base, which is defined as the sum of 80 percent of the Eligible
Accounts, plus 50 percent of the Eligible Inventory, as defined in the loan
agreement. However, prior to June 1, 2000, an environmental site assessment must
be completed at the Company's expense on the collateralized real estate located
in Merrimack, NH. Until that time, the amount of the Total Revolving Loan shall
be the lesser of (a) $35 million or (b) the borrowing base, minus a reserve
equal to the sum of $20 million minus 80 percent of the appraised liquidation
value of the machinery and equipment formally pledged to the Banks.
Interest on amounts outstanding on the loans, at the Company's option, shall be
at a rate per annum equal to the Base Rate (prime) or LIBOR plus the applicable
margin. The applicable margin for both the Revolving Credit Loan and Term Loan
is subject to change based on the Company's net income as defined in the Loan
Agreement. The initial Revolver LIBOR margin is 2 percent and the initial Term
LIBOR margin is 2.25 percent. The maturity of this financial agreement is June
30, 2005 with respect to the Term Loan and June 30, 2002 with respect to the
Revolving Loan.
This agreement requires the Company to supply to the Banks certain financial
statements, certificates and other information. The Company must maintain the
following ratios and measures: the ratio of the Company's Total Funded Debt
(aggregate amount of all interest bearing obligations of the Company) to
earnings before interest, taxes, depreciation and amortization (EBITDA) minus
extraordinary income shall not exceed 3.0 to 1.0; the Company must maintain a
Fixed Charge Coverage Ratio of at least 1.1 to 1.0 (the ratio of the sum of the
Company's EBITDA minus the sum of unfinanced capital expenditures, dividends and
cash taxes to the sum of interest expense and current maturities of long-term
debt paid during the measured period). In addition, the loan agreement requires
certain composition of management and board members. If the role of management
responsibilities of either the current Chief Executive Officer or the current
President and Chief Operating Officer change, the Company must replace the
individual within six months with another individual acceptable to the Banks. If
the Company does not maintain at least 51 percent of the current members of the
board of directors, such an event shall be deemed a default under the agreement.
Without prior consent of the lenders, the agreement does not allow the payment
of dividends and restricts, among other things, the incurrence of additional
debt.
PENSION SETTLEMENT
In the first quarter, the Company recorded a pretax gain of $18.6 million
associated with the purchase of non-participating annuity contracts from
Principal Life Insurance Company to settle the Company's pension benefit
obligation with respect to the retired salaried and hourly employees covered
under its pension plans and receiving pension benefits as of December 1, 1999.
The Company paid the annuity premium in December 1999 and transferred $74.6
million of pension assets to Principal Life Insurance Company.
RESTRUCTURING AND UNUSUAL CHARGES
In the first quarter, the Company recorded a $1.5 million pretax charge related
to the decision to discontinue its remanufactured laser cartridge product line
in the Imaging Supplies segment. The Company decided to cease its line of
remanufactured laser cartridges due to the continued decline in sales and pretax
operating results. Sales declined 14 percent from 1998 to 1999 and 1999's pretax
loss of $2.4 million reflected a $2.8 million decline from 1998's pretax profit
of $.4 million.
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STOCK OPTIONS
At May 5, 2000, options for 580,435 shares of common stock were outstanding.
Stock options for an additional 92,819 shares may be awarded under the Company's
1996 Stock Incentive Plan. Stock options for an additional 306,000 shares may be
awarded under the Company's 1999 Shareholder Value Plan.
SHAREHOLDER'S EQUITY
In 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. The
total shares repurchased under this program totaled 999,734. In 1999, the
Company's Board of Directors authorized the Company to repurchase up to an
additional 1,000,000 shares of its common stock. As of May 5, 2000, no shares
had been purchased under this authorization.
SEGMENT AND RELATED INFORMATION
The table below presents information about reported segments.
<TABLE>
<CAPTION>
(In thousands) Net Sales From Pretax Income (Loss) From
Continuing Operations Continuing Operations
------------------------------- --------------------------------
Mar. 31, 2000 April 3, 1999 Mar. 31, 2000 April 3, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Imaging Supplies $ 9,629 $ 10,525 $ (788) $ (506)
Specialty Coated and Label Products 34,371 32,032 2,009 2,234
Reconciling items:
Other 10 92 (123) (42)
Unallocated corporate expenses,
Including interest -- -- (1,999) (1,320)
Restructuring and unusual charges -- -- (1,452) --
Pension settlement income -- -- 18,606 --
-------- -------- -------- --------
Consolidated $ 44,010 $ 42,649 $ 16,253 $ 366
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Quarterly sales increased to $44.0 million, a 3.2 percent increase over first
quarter 1999 sales of $42.6 million due to improvements in the Specialty Coated
and Label Products segment which offset declines in the Imaging Supplies
segment. Gross margin decreased to 20.3 percent for the quarter compared to 24.1
percent for the first quarter of 1999, primarily due to increased raw material
prices in both the Imaging Supplies and Specialty Coated and Label Products
segments and volume shortfalls in the Imaging Supplies segment primarily due to
the exit of the remanufactured laser cartridge product line. Research, selling,
distribution and administrative expenses, as a percent of sales, decreased
slightly from the first quarter of 1999, primarily due to the discontinuance of
the
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remanufactured laser cartridge product line in the Imaging Supplies segment
which more than offset increased administrative costs due to increased proxy
solicitation fees and legal and professional fees related to environmental and
tax matters. Net interest income increased slightly in the first quarter
compared to a year ago. The loss before taxes, pension settlement income and
restructuring and unusual charges for continuing operations was $0.9 million
compared to a profit of $0.4 million in the first quarter of 1999.
Net income in the first quarter of 2000 increased to $9.8 million, $1.75 per
share, compared to $0.2 million, $.04 per share, in the first quarter of 1999
due to recognition of an $18.6 million pretax gain resulting from the settlement
of certain of the Company's pension obligations. Net income in the first quarter
2000 also included an unusual charge of $1.5 million due to the Company's
decision to discontinue the remanufactured laser cartridge product line in the
Imaging Supplies segment. Net loss from continuing operations before the pension
settlement income and restructuring and unusual charges in the first quarter of
2000 totaled $0.6 million, $.10 per share, compared to net income from
continuing operations of $0.2 million, $0.04 per share, in the first quarter of
1999.
Details of the restructuring and unusual charges related to continuing
operations and the activity recorded during the first quarter of 2000 follows:
<TABLE>
<CAPTION>
Balance Current Current Balance
Dec. 31, Period Period Mar. 31,
1999 Provision Charges 2000
-------- --------- ------- --------
<S> <C> <C> <C> <C>
Provisions for severance related to workforce reductions $ 123 $ 677 $ (137) $ 663
Provisions for assets to be sold or discarded -- 565 -- 565
Other 86 210 (22) 274
------ ------ ------ ------
Total $ 209 $1,452 $ (159) $1,502
====== ====== ====== ======
</TABLE>
The first quarter 2000 provision for workforce reductions included amounts
payable approximately to 97 employees related to the discontinuance of the
remanufactured laser cartridge product line in the Imaging Supplies segment. 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 39.45 percent for the first
quarter of 2000 and is higher than the U.S. statutory rate principally due to
the impact of state income taxes.
RESULTS OF OPERATIONS BY REPORTABLE OPERATING SEGMENT:
IMAGING SUPPLIES SEGMENT:
The Imaging Supplies segment reported an 8.5 percent decrease in sales for the
first quarter of 2000 compared to the same period last year primarily the
result of exiting the remanufactured laser cartridge product line. Effective
during the first quarter 2000, responsibility for the cut sheet paper product
line was transferred from the Imaging Supplies segment to the Specialty Coated
and Label Products segment and segment information for the prior period has been
restated accordingly.
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The segment's pretax loss in the first quarter of 2000 increased 55.7 percent to
$0.8 million compared to $0.5 million in the first quarter of 1999. The
increased pretax loss over the first quarter of 1999 was primarily a result of
lower volume in the remanufactured laser cartridge product lines which more than
offset reduced selling and administrative expenses due to the discontinuance of
the remanufactured laser cartridge product line.
SPECIALTY COATED AND LABEL PRODUCTS SEGMENT:
The Specialty Coated and Label Products segment reported a 7.3 percent increase
in sales for the first quarter of 2000 compared to the same period last year.
The sales increase was primarily due to higher volume in the thermal, carbonless
and cut sheet paper product lines. Thermal paper sales, which are used primarily
for conversion into supermarket labels and ticket and tag applications, improved
28 percent over the first quarter 1999 primarily due to new product offerings
and customer retention. The carbonless volume improvement was primarily due to
an increase in orders from existing customers. The Specialty Coated Product
Division of this segment had sales declines in the fax paper product line, which
the Company ceased manufacturing in 1999.
The segment's pretax income in the first quarter of 2000 decreased 10.1 percent
to $2.0 million compared to $2.2 million in the first quarter of 1999, primarily
the result of lower volume in higher margin accounts and increased raw material
costs. Research, selling, distribution and administrative expenses remained
substantially unchanged compared to the first quarter of 1999.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Working capital decreased $3.2 million to $32.4 million from December 31, 1999
due to reductions in accounts receivable, inventories and other current assets
and an increase in accounts payable offset by a decrease in accrued expenses.
Cash and cash equivalents decreased $.5 million.
Net cash used in investing activities consisted of first quarter capital
expenditures of $1.7 million and investments in unconsolidated joint ventures of
$.1 million. The capital expenditures reflect purchases of machinery and
equipment in the Specialty Coated and Label Products and Imaging Supplies
segments and building improvements in the Imaging Supplies segment. Net cash
used in financing activities consisted of $.1 million relating to the repayment
of the Company's debt in connection with an equipment purchase arrangement.
During April 2000, the Company entered into a new financing agreement with Fleet
Bank - NH and LaSalle Bank, NA as detailed in the Indebtedness section of the
Notes to the Condensed Consolidated Financial Statements. Financing through that
line is expected to meet operating needs of the Company in the foreseeable
future. The Company used $23.7 million of its cash balance during April 2000 for
the acquisition of Rittenhouse and related expenses, as detailed in the
Subsequent Events section of the Notes to the Condensed Consolidated Financial
Statements.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August and September 1996, two individual plaintiffs initiated lawsuits in
the Circuit Court of Cook County, Illinois against the Company, Cerion
Technologies Inc. (Cerion), certain directors and officers of Cerion, and the
Company's underwriter, on behalf of classes consisting of all persons who
purchased the common stock of Cerion between May 24, 1996 and July 9, 1996.
These two complaints were consolidated. In March 1997, the same individual
plaintiffs joined by a third plaintiff filed a Consolidated Amended Class Action
Complaint (the "Consolidated Complaint"). The Consolidated Complaint alleged
that, in connection with Cerion's initial public offering, the defendants issued
materially false and misleading statements and omitted the disclosure of
material facts regarding, in particular, certain significant customer
relationships. In October 1997, the Circuit Court on motion by the defendants,
dismissed the Consolidated Complaint. The plaintiffs filed a Second Amended
Consolidated Complaint alleging substantially similar claims as the Consolidated
Complaint seeking damages and injunctive relief. On May 6, 1998, the Circuit
Court, on motion by the defendants, dismissed with prejudice the Second Amended
Consolidated Complaint. The plaintiffs filed with the Appellate Court an appeal
of the Circuit Court's ruling. On November 19, 1999, the Appellate Court
reversed the Circuit Court's ruling dismissing the Second Amended Consolidated
Complaint. The Appellate Court ruled that the Second Amended Consolidated
Complaint stated a claim and remanded the case to the Circuit Court for further
proceedings. On December 27, 1999, the Company filed a Petition for Leave to
Appeal from the Appellate Court with the Supreme Court of Illinois. In that
Petition, the Company asked the Supreme Court of Illinois to hear the Company's
further appeal and determine whether the Circuit Court or the Appellate Court is
correct. On April 5, 2000, the Illinois Supreme Court declined to hear the
Company's Appeal. The case, therefore, will be remanded to the Circuit Court for
further proceedings.
ITEM 5. OTHER INFORMATION
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, failure of the Company to successfully
complete integration of Rittenhouse acquisition or achieve the transactions'
synergies 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.
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<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Stock Purchase Agreement entered into as of March 21, 2000 by and
among Nashua Corporation, Rittenhouse Paper Company and the
stockholders of Rittenhouse Paper Company. Filed as an exhibit to the
Company's Form 8-K dated April 18, 2000 and incorporated herein by
reference.
2.2 Escrow Agreement entered into as of April 14, 2000 by and among Nashua
Corporation, the stockholders of Rittenhouse Paper Company and LaSalle
Bank, N.A. Filed as an exhibit to the Company's Form 8-K dated April
18, 2000 and incorporated herein by reference.
10.17 Revolving Credit and Term Loan Agreement entered into as of April 14,
2000 by and among Nashua Corporation, Rittenhouse, L.L.C., Rittenhouse
Paper Company, Fleet Bank-NH and LaSalle Bank, N.A. Filed as an
exhibit to the Company's Form 8-K dated April 18, 2000 and
incorporated herein by reference.
10.18 Employment Agreement entered into as of April 14, 2000 by and between
Nashua Corporation and Andrew B. Albert. Exhibit to the Company's Form
8-K dated April 18, 2000 and incorporated herein by reference.
27.01 Financial Data Schedule for the period ending March 31, 2000.
(b) Reports on Form 8-K
On March 21, 2000, the Company filed a report on Form 8-K regarding an
amendment to its By-laws.
On April 19, 2000, the Company filed a report on Form 8-K related to the
acquisition of Rittenhouse including a stock purchase agreement between the
Company and Rittenhouse Paper Company and the stockholders of Rittenhouse
Paper Company; a financing agreement and other agreements related to the
acquisition.
On May 2, 2000, the Company filed a report on Form 8-K related to the
acquisition of Rittenhouse regarding the acquisition of all outstanding
shares of stock of Rittenhouse Paper Company pursuant to a Stock Purchase
Agreement dated March 21, 2000, by and among the Company, Rittenhouse and
the stockholders of Rittenhouse.
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<PAGE> 12
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: May 15, 2000 By: /s/ John L. Patenaude
------------------ -------------------------------
John L. Patenaude
Vice President-Finance and
Chief Financial Officer
(principal financial and duly
authorized officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1.0
<CASH> 29,935
<SECURITIES> 0
<RECEIVABLES> 16,539
<ALLOWANCES> 0
<INVENTORY> 17,211
<CURRENT-ASSETS> 11,315
<PP&E> 77,510
<DEPRECIATION> (37,571)
<TOTAL-ASSETS> 132,571
<CURRENT-LIABILITIES> 42,632
<BONDS> 0
0
0
<COMMON> 6,915
<OTHER-SE> 69,752
<TOTAL-LIABILITY-AND-EQUITY> 132,571
<SALES> 44,010
<TOTAL-REVENUES> 44,010
<CGS> 35,088
<TOTAL-COSTS> 45,127
<OTHER-EXPENSES> (17,150)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 201
<INCOME-PRETAX> 366
<INCOME-TAX> 6,412
<INCOME-CONTINUING> 9,841
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,841
<EPS-BASIC> 1.75
<EPS-DILUTED> 1.74
</TABLE>
