<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_______________
Commission File Number 0-16148
MULTI-COLOR CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
OHIO 31-1125853
- ---- ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
250 WEST FOURTH STREET, CINCINNATI, OHIO 45202
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (513) 381-1480
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The aggregate market value of voting stock based on a closing price of $6.50 per
share held by nonaffiliates of the registrant is $8,971,300 as of June 24, 1996.
As of June 24, 1996, 2,276,429 shares of common stock, no par value, were issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended March 31, 1996 which are furnished to the Commission pursuant to Rule
14a-3(b) are incorporated by reference in Part II.
Portions of the Registrant's definitive Proxy Statement for its 1996 Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE> 2
PART II
-------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
STATEMENTS OF OPERATIONS
For the Years Ended March 31, 1996, April 2, 1995 and April 3, 1994
<TABLE>
<CAPTION>
1996 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 55,374,711 $ 61,776,951 $ 65,402,821
Cost of goods sold 46,866,724 58,973,910 62,844,483
- ------------------------------------------------------------------------------------------------
GROSS PROFIT 8,507,987 2,803,041 2,558,338
Selling, general and administrative expenses 5,764,988 6,255,948 6,384,346
Restructuring charge (income) (Note 12) - (85,000) 1,777,187
Impairment loss on long-lived assets (Note 2(e)) 111,698 3,800,000 -
- ------------------------------------------------------------------------------------------------
OPERATING INCOME (LOSS) 2,631,301 (7,167,907) (5,603,195)
Interest expense 1,423,022 1,440,575 1,132,553
Other expense, net 54,311 161,300 132,685
- ------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE CREDIT
FOR INCOME TAXES 1,153,968 (8,769,782) (6,868,433)
Credit for income taxes (Note 5) (37,000) (246,537) (2,533,000)
- ------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 1,190,968 (8,523,245) (4,335,433)
Extraordinary item (Note 3) - 225,000 -
- ------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ 1,190,968 $ (8,748,245) $ (4,335,433)
- ------------------------------------------------------------------------------------------------
Weighted average shares outstanding 2,177,927 2,168,577 2,151,006
- ------------------------------------------------------------------------------------------------
Per share information:
Earnings (loss) before extraordinary item $ 0.55 $ (3.93) $ (2.02)
Extraordinary item $ - $ (0.10) $ -
- ------------------------------------------------------------------------------------------------
Net earnings (loss) per common and common
equivalent share $ 0.55 $ (4.03) $ (2.02)
- ------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
9
<PAGE> 3
BALANCE SHEETS
As of March 31, 1996 and April 2, 1995
<TABLE>
<CAPTION>
1996 1995
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 40,449 $ 16,533
Accounts receivable-
Trade (Notes 3 and 9) 4,437,344 7,499,182
Other 38,266 136,184
Note receivable (Note 8) 108,415 67,237
Inventories (Note 3) 4,745,535 6,661,670
Deferred tax benefit (Note 5) 255,744 604,000
Prepaid expenses, supplies and other 22,650 113,559
Refundable income taxes 33,000 -
- ----------------------------------------------------------------------------------------------------------------------------
Total current assets 9,681,403 15,098,365
PROPERTY, PLANT AND EQUIPMENT, net (Notes 1, 2 (e) and 3) 18,107,508 19,789,274
SINKING FUND DEPOSITS (Notes 3 and 14) 2,236,939 400,000
DEFERRED CHARGES, net 55,886 148,711
NOTE RECEIVABLE (Note 8) 272,552 372,996
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS (Note 8) 100,000 149,417
- ----------------------------------------------------------------------------------------------------------------------------
Total assets $ 30,454,288 $ 35,958,763
============================================================================================================================
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Short-term debt (Note 3) $ 1,891,554 $ 4,104,901
Current portion of long-term debt (Note 3) 952,910 1,093,087
Current portion of capital lease obligation (Note 10) 58,028 -
Long-term debt subject to acceleration (Note 3) - 14,700,000
Accounts payable 5,250,856 9,596,695
Accrued liabilities-
Payroll benefits and related taxes 843,773 1,668,351
Vacations 300,115 426,256
Real estate and personal property taxes 309,467 390,678
Interest and other 78,003 101,754
Income taxes (Note 5) - 47,078
- ----------------------------------------------------------------------------------------------------------------------------
Total current liabilities 9,684,706 32,128,800
LONG-TERM DEBT (Note 3) 14,552,183 8,003
CAPITAL LEASE OBLIGATION (Note 10) 320,907 -
DEFERRED INCOME TAXES (Note 5) 255,744 604,000
DEFERRED COMPENSATION (Note 4(d)) 603,139 -
PENSION LIABILITY (Note 4(a)) 117,566 219,895
- ----------------------------------------------------------------------------------------------------------------------------
Total liabilities 25,534,245 32,960,698
- ----------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS' INVESTMENT (Notes 3, 7 and 13):
Preferred stock, no par value; 1,000,000 shares authorized,
13,242 shares issued at March 31, 1996
(aggregate liquidation preference of $529,680) 529,666 -
Common stock, no par value; 10,000,000 shares authorized,
2,172,569 shares issued at March 31, 1996 and April 2, 1995 217,257 217,257
Paid-in capital 9,140,334 9,140,334
Retained earnings (accumulated deficit) (4,709,445) (5,900,413)
Excess of additional pension liability over unrecognized prior service cost (Note 4(a)) (257,769) (459,113)
- ----------------------------------------------------------------------------------------------------------------------------
Total shareholders' investment 4,920,043 2,998,065
- ----------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' investment $ 30,454,288 $ 35,958,763
============================================================================================================================
</TABLE>
The accompanying notes to financial statements are an integral part of
these balance sheets.
10
<PAGE> 4
STATEMENTS OF SHAREHOLDERS' INVESTMENT
For the Years Ended March 31, 1996, April 2, 1995 and April 3, 1994
<TABLE>
<CAPTION>
Preferred Stock Common Stock
--------------- ------------
Number of Number of
Shares Shares
Outstanding Amount Outstanding Amount
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE,
March 28, 1993 - $ - 2,146,006 $215,101
ADD (DEDUCT):
Net loss - - - -
Purchases of
treasury stock - - (24,337) -
Sale and distribution
of treasury stock - - 29,337 -
Additional pension
liability - - - -
- ------------------------------------------------------------------------------
BALANCE,
April 3, 1994 - - 2,151,006 215,101
ADD (DEDUCT):
Net loss - - - -
Purchases of
treasury stock - - (8,733) -
Sale and distribution
of treasury stock - - 8,733 -
Sale of common stock - - 21,563 2,156
Change in additional
pension liability - - - -
- ------------------------------------------------------------------------------
BALANCE,
April 2, 1995 - - 2,172,569 217,257
ADD (DEDUCT):
Net income - - - -
Conversion of convertible
debt to preferred stock 529,666 1,324 - -
Change in additional
pension liability - - - -
- ------------------------------------------------------------------------------
BALANCE,
March 31, 1996 529,666 $1,324 2,172,569 $217,257
==============================================================================
</TABLE>
<TABLE>
<CAPTION>
Retained
Earnings Additional
Paid-In (Accumulated Pension Treasury
Capital Deficit) Liability Stock Total
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE,
March 28, 1993 $9,217,635 $ 7,183,265 $ - $ (43,750) $ 16,572,251
ADD (DEDUCT):
Net loss - (4,335,433) - - (4,335,433)
Purchases of
treasury stock - - - (209,867) (209,867)
Sale and distribution
of treasury stock (204,295) - - 253,617 49,322
Additional pension
liability - - (258,435) - (258,435)
- ----------------------------------------------------------------------------------------------------
BALANCE,
April 3, 1994 9,013,340 2,847,832 (258,435) - 11,817,838
ADD (DEDUCT):
Net loss - (8,748,245) - - (8,748,245)
Purchases of
treasury stock - - - (87,330) (87,330)
Sale and distribution
of treasury stock (37,115) - - 87,330 50,215
Sale of common stock 164,109 - - - 166,265
Change in additional
pension liability - - (200,678) - (200,678)
- ----------------------------------------------------------------------------------------------------
BALANCE,
April 2, 1995 9,140,334 (5,900,413) (459,113) - 2,998,065
ADD (DEDUCT):
Net income - 1,190,968 - - 1,190,968
Conversion of convertible
debt to preferred stock - - - - 529,666
Change in additional
pension liability - - 201,344 - 201,344
- ----------------------------------------------------------------------------------------------------
BALANCE,
MARCH 31, 1996 $9,140,334 $(4,709,445) $(257,769) $ - $ 4,920,043
====================================================================================================
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
11
<PAGE> 5
STATEMENTS OF CASH FLOWS
For the Years Ended March 31, 1996, April 2, 1995 and April 3, 1994
<TABLE>
<CAPTION>
1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,190,968 $(8,748,245) $(4,335,433)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation 1,890,120 2,667,491 2,569,994
Amortization 86,780 84,484 83,606
Net gain on disposal of equipment (48,667) - -
Interest expensed on convertible debt 29,666 - -
Decrease in deferred income taxes, net - (109,867) (2,169,299)
Increase (decrease) in non-current deferred compensation, net 73,514 (288,258) (215,707)
Increase (decrease) in non-current pension obligation, net of equity charge 99,015 (158,195) (87,067)
(Increase) decrease in notes receivable 108,683 (30,767) 53,427
Net decrease in accounts receivable, inventories, prepaid expenses, supplies,
and other and refundable income taxes 5,139,845 1,994,948 88,314
Net increase (decrease) in accounts payable and accrued liabilities
(excluding restructuring charge) (4,918,973) (26,539) 4,750,703
Restructuring charges - (85,000) 1,777,187
Payment of restructuring liabilities - (195,450) (824,156)
Impairment loss on long-lived assets 111,698 3,800,000 -
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 3,762,649 (1,095,398) 1,691,569
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net (931,085) (1,527,496) (1,375,991)
Proceeds from sale of equipment 1,117,700 - -
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 186,615 (1,527,496) (1,375,991)
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in revolving line of credit, net (2,213,347) 3,421,026 93,375
Sinking fund payments (1,836,939) (400,000) -
Treasury stock, net - (37,115) (160,545)
Proceeds from issuance of common stock, net - 166,265 -
Proceeds from long-term debt - - 11,640
Repayment of long-term debt (295,997) (314,269) (311,602)
Capitalized bank fees - (207,150) (20,000)
Repayment of capital lease obligation (79,065) - -
Proceeds from issuance of convertible debt 500,000 - -
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (3,925,348) 2,628,757 (387,132)
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 23,916 5,863 (71,554)
CASH AND CASH EQUIVALENTS, beginning of year 16,533 10,670 82,224
- ----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of year $ 40,449 $ 16,533 $ 10,670
- ----------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 1,389,555 $ 1,344,411 $ 1,162,650
Income taxes paid (refunds received) $ 43,574 $ (550,740) $ 63,784
Supplemental Disclosure of Non Cash Activities:
Restructuring charge (Note 12) $ - $ 59,201 $ 613,380
Note receivable from sale of Lockport facility (Note 8) $ - $ 450,000 $ -
Increase in property, plant and equipment and capital lease obligation $ 458,000 $ - $ -
Increase in non-current deferred compensation and decrease in accrued liabilities $ 529,625 $ - $ -
==================================================================================================================================
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
12
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
March 31, 1996, April 2, 1995 and April 3, 1994
(1) THE COMPANY
Multi-Color Corporation (the Company), located in Cincinnati, Ohio,
primarily supplies printed labels and engravings to various name brand consumer
products companies located throughout the United States. The Company has plants
located in Cincinnati, Ohio, Scottsburg, Indiana and Erlanger, Kentucky.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) FISCAL YEAR
The fiscal year of the Company commences on the Monday closest to March 31.
References to fiscal 1996, 1995 and 1994 are for the fiscal years ended March
31, 1996, April 2, 1995 and April 3, 1994, respectively.
(b) REVENUE RECOGNITION
Sales and related costs of goods sold are recognized upon shipment to the
customers.
(c) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include operating cash accounts and money market
funds.
(d) INVENTORIES
Inventories are stated at the lower of FIFO (first-in, first-out) cost or
market. Inventories as of year end consisted of the following:
<TABLE>
<CAPTION>
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Finished goods $2,383,016 $3,128,973
Work-in-process 909,460 1,471,469
Raw materials 1,453,059 2,061,228
- --------------------------------------------------------------------------------
$4,745,535 $6,661,670
================================================================================
</TABLE>
(e) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following as of year end:
<TABLE>
<CAPTION>
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Land and buildings $ 3,829,712 $ 3,815,795
Machinery and equipment 26,439,064 28,374,906
Furniture and fixtures 856,568 1,172,608
Construction in progress 255,373 34,628
- --------------------------------------------------------------------------------
31,380,717 33,397,937
Accumulated depreciation (13,273,209) (13,608,663)
- --------------------------------------------------------------------------------
$ 18,107,508 $ 19,789,274
================================================================================
</TABLE>
Property, plant and equipment are stated at the lower of fair value or
cost. In recognition of the losses experienced by the Company at the Cincinnati
location in prior years, the Company recorded a $3,800,000 impairment loss in
1995 on certain long-lived assets at the Cincinnati location to reduce the
carrying cost to the fair value as generally determined by an independent
appraiser. The impairment loss was recorded under the implementation of SFAS No.
121 "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be disposed of." An additional impairment loss of $112,000 was recorded in 1996
on the Cincinnati location's assets, while assets with an assigned impairment
value of $677,000 were either sold or disposed of in 1996. Depreciation is
calculated using the straight-line method over the estimated useful lives of the
assets, as follows:
<TABLE>
<S> <C>
Building ................... 20-30 years
Machinery and equipment .... 3-15 years
Furniture and fixtures ..... 5-10 years
</TABLE>
(f) DEFERRED CHARGES
Deferred charges, net, consist primarily of costs associated with the 1995
refinancing of the credit agreement which are being amortized over the
three-year term of the agreement (Note 3).
(g) INCOME TAXES
Deferred income tax assets and liabilities are provided for temporary
differences between the tax basis and reported amounts of assets and liabilities
that will result in taxable or deductible amounts in future years.
13
<PAGE> 7
(h) EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
Earnings (loss) per common and common equivalent share are computed by
dividing net income (loss) by the weighted average number of common shares and
related equivalents outstanding during the period. Common equivalent shares are
shares issuable upon the exercise of stock options, when dilutive, net of shares
assumed to have been repurchased with the proceeds and shares issuable upon
conversion of the convertible preferred stock. Due to the net loss in 1995 and
1994, common equivalent shares are excluded from the earnings (loss) per share
calculation as they would be anti-dilutive. For 1996 the effect of common
equivalent shares is immaterial.
(i) ADVERTISING COSTS
Advertising costs are charged to expense as incurred. Expenses are minimal
for the three fiscal years ended March 31, 1996.
(j) RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred. Expenses
were $141,000, $183,000 and $256,000 for 1996, 1995 and 1994, respectively.
(k) STOCK-BASED COMPENSATION
The provisions of SFAS No. 123 "Accounting for Stock-Based Compensation"
will be effective for the Company in 1997. This recent standard requires that
employee stock-based compensation either continue to be determined under
Accounting Principles Board Opinion (APB) No. 25 "Accounting for Stock Issued to
Employees" or in accordance with the provisions of SFAS No. 123 whereby
compensation expense is recognized based on the fair value of stock-based awards
on the grant date. The Company currently expects to continue to account for such
awards under the provisions of APB No. 25. SFAS No. 123 will require additional
disclosures beginning in 1997.
(l) USE OF ESTIMATES IN FINANCIAL STATEMENTS
In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(m) RECLASSIFICATION
Certain 1995 amounts have been reclassified to conform to 1996
presentation.
(3) DEBT
The components of the Company's debt are as follows:
<TABLE>
<CAPTION>
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM DEBT
Revolving line of credit $ 1,891,554 $ 4,104,901
- --------------------------------------------------------------------------------
LONG-TERM DEBT
Bank term note, commercial paper
rate plus 2%, secured by certain
equipment, payable in monthly
installments of $25,926 plus
interest through April 1996 $ - $ 293,087
Cincinnati Industrial Revenue
Bonds, floating weekly rate, which
approximates 3.45% at March 31, 1996,
scheduled balloon payment of $6,500,000
in November 2000 6,500,000 6,500,000
Scottsburg Industrial Revenue Bonds,
floating weekly rate, which approximates
3.7% at March 31, 1996, scheduled balloon
payment of $5,750,000
in October 2009 5,750,000 5,750,000
Boone County Industrial Revenue
Bonds, floating weekly rate, which
approximates 3.7% at March 31, 1996,
scheduled balloon payment of $3,250,000
in December 2009 3,250,000 3,250,000
Other 5,093 8,003
- --------------------------------------------------------------------------------
15,505,093 15,801,090
Less-current portion of debt and
sinking fund payments (952,910) (1,093,087)
-debt subject to acceleration - (14,700,000)
- --------------------------------------------------------------------------------
$ 14,552,183 $ 8,003
================================================================================
</TABLE>
The following is a schedule of future annual principal payments payable
after one year (including sinking fund payments):
<TABLE>
<S> <C>
1998 $ 502,183
1999 -
2000 -
2001 5,050,000
2002 and thereafter 9,000,000
------------------------------------
$14,552,183
====================================
</TABLE>
14
<PAGE> 8
In 1996, the Company restated its credit agreement with two banks covering
the Company's short-term debt and letters of credit which secure all three
Industrial Revenue Bonds (the Bonds). The prepayment fees of $225,000 associated
with a previous financing agreement have been expensed as an extraordinary item
in the 1995 statement of operations. The current credit agreement is secured by
substantially all assets of the Company and requires sinking fund payments of
$200,000 per quarter beginning in October 1994. After June 30, 1996 and until
the termination of the credit agreement (July 31, 1997), sinking fund payments
are increased to $250,000 per quarter.
Under this credit agreement, the revolving line of credit provides for
borrowings up to the lesser of $3,750,000 or specified percentages of trade
receivables and inventories less $1,500,000. This revolving line of credit
expires July 31, 1997 and related interest rates are based on prime rates or
Eurodollar loan rates and the Company's leverage, as defined. At March 31, 1996,
the average interest rate was 8.6% and the Company had approximately $1,334,000
in available borrowings.
The credit agreement also contains certain covenants which, among others,
require the Company to maintain certain leverage, working capital and cash flow
ratios, and limit capital expenditures and dividends. The Company was in
compliance with all covenants at March 31, 1996.
With respect to the Bonds, the Company has the option to establish the
Bonds' interest rate form (variable or fixed interest rate). When a fixed
interest rate is selected, the fixed rate assigned will approximate the market
rate for comparable securities. When a variable rate is selected, or at the end
of a fixed interest rate period, the Bondholders reserve the right to demand
payment of the bonds. In the event that any of the Bondholders exercise their
rights, a remarketing agent is responsible for remarketing the Bonds on a best
efforts basis for not less than the outstanding principal and accrued interest.
In the event the Bonds are not able to be remarketed and the letters of credit
are exercised, the lender is committed to providing financing for up to 458
days. These letters of credit expire July 31, 1997.
The fair value of the Company's debt approximates carrying value.
(4) EMPLOYEE BENEFIT PLANS
(a) The Company has a defined benefit plan covering hourly employees at its
Cincinnati facility who meet certain age and service requirements. The Company's
funding policy is to contribute the recommended actuarially determined
contribution. Pension costs are based on length of service after May 1, 1985
using the unit credit method.
Net periodic pension cost includes the following components:
<TABLE>
<CAPTION>
1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned
during period $ 183,913 $ 166,698 $ 160,912
Interest cost on projected
benefit obligations 142,207 116,499 96,115
Actual (return) loss on
plan assets (412,624) 57,395 (4,936)
Net amortization, deferral
and other 304,846 (153,592) (79,091)
- --------------------------------------------------------------------------------
Total net periodic
pension costs $ 218,342 $ 187,000 $ 173,000
================================================================================
</TABLE>
The actuarial assumptions used were:
<TABLE>
<CAPTION>
1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate 7 1/4% 7 1/4% 7 1/4%
Rate of return on assets 9% 9% 9%
- --------------------------------------------------------------------------------
</TABLE>
The following table sets forth the plan's funded status and amounts
recognized in the Company's accompanying balance sheets:
<TABLE>
<CAPTION>
MARCH 31, 1996 April 2, 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of
benefit obligations:
Vested benefit obligation $ 2,186,718 $ 1,845,462
Non-vested benefit obligation 46,278 33,717
- --------------------------------------------------------------------------------
Accumulated benefit obligation 2,232,996 1,879,179
- --------------------------------------------------------------------------------
Projected benefit obligation for
services rendered to date 2,232,996 1,879,179
Plan assets at fair value,
primarily composed of equity
securities 1,967,460 1,385,435
- --------------------------------------------------------------------------------
Projected benefit obligation
in excess of plan assets 265,536 493,744
Prior service cost not yet
recognized in net periodic
pension cost (4,839) (6,045)
Unrecognized net loss from
past experience different from
that assumed and effects of
changes in assumptions (257,769) (459,113)
Adjustment to recognize
minimum liability 262,608 465,158
- --------------------------------------------------------------------------------
Accrued pension cost $ 265,536 $ 493,744
================================================================================
</TABLE>
15
<PAGE> 9
(b) Hourly employees at the Company's Lockport facility participated in a
union-sponsored, collectively bargained, defined benefit multi-employer pension
plan. The Company contributed approximately $84,000 to the plan in 1994. These
contributions were determined in accordance with the provisions of negotiated
labor contracts and generally were based on
the number of hours worked. Management believes there will be no unfunded
withdrawal liability as a result of the closure of the Lockport facility in 1994
(Note 12).
(c) The Company has established a profit sharing/401(k) retirement savings plan
which covers those employees who meet certain service requirements and are not
participants in the other Company retirement plans discussed above. The plan
provides for voluntary contributions by the Company's employees up to a
specified maximum percentage of gross pay. At the discretion of the Company's
Board of Directors, the Company will contribute a specified matching percentage
of the employee contributions. Company contributions in 1996, 1995 and 1994
approximated $101,000, $93,000 and $95,000, respectively, which represent
one-half of the employee contributions not exceeding 6% of gross pay.
(d) The Company previously entered into deferred compensation agreements with
certain officers/shareholders and management employees. Amounts due under
deferred compensation agreements are classified as long-term liabilities at
March 31, 1996. Interest on the deferred amounts accrued at 11%, 8 1/4% and 8%
in 1996, 1995 and 1994, respectively.
(e) The Company allows retirees between the ages of 62 and 65 to continue to
participate in its health plan. The retirees reimburse the Company a stipulated
premium amount so the net cost to the Company is immaterial. The Company offers
no other programs requiring recognition of the cost of postretirement or
postemployment benefits under the Financial Accounting Standards Board
statements on accounting for postretirement and postemployment benefits.
(f) During 1992 the Company established a supplemental retirement program for
key executives which allows a maximum of $300,000 in loans to such employees
with a maximum of $100,000 to any one individual. At March 31, 1996 and April 2,
1995, a $100,000 loan at no interest was outstanding under this program from an
officer/shareholder (Note 8).
(g) During 1993 the Company established a supplemental retirement bonus program
for key executives. The Company contributes a specified percentage of the
eligible executive's pay. Expenses in 1996 and 1995 approximated $54,000 and
$34,000, respectively. There were no contributions in 1994.
(h) The Company has an employee stock purchase plan whereby eligible employees
may purchase up to 1,000 shares of Company stock per year through payroll
deductions. The Company will contribute one bonus share for every four shares
purchased up to a maximum of twenty bonus shares per year to any one employee;
however, in 1996 and 1995 the Company contributed cash rather than stock.
(5) INCOME TAXES
The provision (credit) for income taxes includes the following components:
<TABLE>
<CAPTION>
1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENTLY PAYABLE
(receivable)
Federal $ - $ (255,000) $ (415,000)
State and local (37,000) 47,000 50,000
- --------------------------------------------------------------------------------
(37,000) (208,000) (365,000)
- --------------------------------------------------------------------------------
DEFERRED-
Federal (256,000) 314,000 (1,926,000)
State and local 256,000 (353,000) (242,000)
- --------------------------------------------------------------------------------
$ (37,000) $ (247,000) $(2,533,000)
================================================================================
</TABLE>
The following is a reconciliation between the statutory federal income tax
rate and the effective rate shown above:
<TABLE>
<CAPTION>
1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
AMOUNT RATE Amount Rate Amount Rate
------------------ -------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Computed provision (credit) for federal income
taxes at the statutory rate $ 392,000 34% $(3,058,226) (34%) $(2,335,267) (34%)
State and local income taxes, net of federal
income tax benefit 145,000 12% (325,173) (4%) (212,762) (3%)
Valuation allowance (708,000) (61%) 3,156,604 35% - -
Changes in estimates for deferred components 147,000 13% - - - -
Other (13,000) (1%) (19,742) - 15,029 -
- ----------------------------------------------------------------------------------------------------------------------------
$ (37,000) (3%) $ (246,537) (3%) $(2,533,000) (37%)
============================================================================================================================
</TABLE>
16
<PAGE> 10
At year end the net deferred tax components consisted of the following:
<TABLE>
<CAPTION>
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax liabilities:
Tax depreciation over book
depreciation $(4,625,417) $(4,603,715)
Other (9,814) (11,749)
- --------------------------------------------------------------------------------
$(4,635,231) $(4,615,464)
================================================================================
Deferred tax assets:
Asset impairment loss $ 1,099,631 $ 1,292,000
Deferred compensation 205,067 157,069
Vacation 71,439 110,920
Self-insured benefits 24,771 22,156
Inventory reserves 40,138 136,153
Accrued rebates to customers - 82,196
Other 255,531 511,158
AMT credit carryforward 70,980 70,980
Tax credit carryforward 147,215 137,436
State deferred tax asset, net of
federal benefit 8,600 265,000
Net operating loss carryforward 5,160,810 4,987,000
- --------------------------------------------------------------------------------
7,084,182 7,772,068
Valuation allowance (2,448,951) (3,156,604)
- --------------------------------------------------------------------------------
$ 4,635,231 $ 4,615,464
- --------------------------------------------------------------------------------
Net deferred tax components $ - $ -
================================================================================
</TABLE>
For tax reporting purposes, the Company has approximately $71,000 of
alternative minimum tax (AMT) credits available for an indefinite period. The
regular tax net operating loss of approximately $15,179,000 can be carried
forward and used to reduce future taxable income in addition to tax credits of
approximately $147,000 which can be carried forward through the following
expiration dates:
<TABLE>
<CAPTION>
Year Net Operating Losses Tax Credits
-----------------------------------------------
<S> <C> <C>
2005 $ - $ 25,000
2006 1,276,000 48,000
2007 1,437,000 37,000
2008 325,000 9,000
2009 5,959,000 18,000
2010 5,204,000 5,000
2011 978,000 5,000
-----------------------------------------------
$ 15,179,000 $ 147,000
===============================================
</TABLE>
The valuation allowance, which decreased by approximately $708,000 in 1996,
is required due to the uncertainty of realizing the net deferred tax asset
through future operations.
(6) MAJOR CUSTOMERS
During 1996, 1995 and 1994, sales to three companies and their related
subsidiaries and divisions approximated 49%, 42% and 44% respectively, of the
Company's net sales individually presented as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-----------------------------------------------
<S> <C> <C> <C>
23% 16% 18%
14% 16% 17%
12% 10% 9%
-----------------------------------------------
49% 42% 44%
===============================================
</TABLE>
In addition, the year end accounts receivable balances of these companies
approximated 34%, 25% and 28% of the Company's total trade receivable balance at
year end 1996, 1995 and 1994, respectively.
(7) STOCK OPTIONS
As of March 31, 1996, 570,413 of the authorized but unissued common shares
were reserved for issuance to key employees and directors under the Company's
qualified and non-qualified stock option plans. The applicable options vest
immediately or ratably over a three to five year period. A summary of the
changes in the options outstanding during 1996, 1995 and 1994 is set forth
below:
<TABLE>
<CAPTION>
Number of Option Price
Shares Range (Per Share)
- --------------------------------------------------------------------------------
<S> <C> <C>
Outstanding at March 28, 1993 306,000 $5.75-$12.63
Granted 105,000 9.25-11.00
Exercised (19,900) 5.75-6.75
Cancelled (28,100) 5.75-12.63
- --------------------------------------------------------------------------------
Outstanding at April 3, 1994 363,000 $5.75-$12.63
Granted 51,500 4.65-9.25
Exercised (15,187) 5.75
Cancelled (39,700) 5.75-12.63
Expired (25,000) 12.63
- --------------------------------------------------------------------------------
Outstanding at April 2, 1995 334,613 $4.65-$12.63
Granted 74,000 2.63-4.05
Cancelled (82,000) 5.75-9.25
Expired (13,813) 5.75-12.63
- --------------------------------------------------------------------------------
OUTSTANDING AT MARCH 31, 1996 312,800 $2.63-$11.00
- --------------------------------------------------------------------------------
EXERCISABLE (VESTED) OPTIONS AT
MARCH 31, 1996 213,525 $4.65-$11.00
================================================================================
</TABLE>
17
<PAGE> 11
(8) NOTES RECEIVABLE
The components of notes receivable are summarized as follows:
<TABLE>
<CAPTION>
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Officer/shareholder note established under the
supplemental retirement program (Note 4(f)) $ 100,000 $ 100,000
Other employee notes - 49,417
- --------------------------------------------------------------------------------
$ 100,000 $ 149,417
================================================================================
Note receivable related to the sale of the
Lockport facility, interest at 9%, payable in
monthly installments through July 1999,
secured by a mortgage on the property and
personal guarantees $ 380,967 $ 440,233
- --------------------------------------------------------------------------------
Less-current portion (108,415) (67,237)
- --------------------------------------------------------------------------------
$ 272,552 $ 372,996
================================================================================
</TABLE>
(9) ACCOUNTS RECEIVABLE
The Company values its trade accounts receivable on the reserve method.
During 1995, the allowance for doubtful accounts was increased in anticipation
of customer claims relating to the blocking (sticking together) of labels. The
allowance was reduced during 1996 as the claims were successfully resolved. The
following table summarizes the activity in the allowance for doubtful accounts
for fiscal 1996 and 1995.
<TABLE>
<CAPTION>
1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 297,391 $ 92,129 $ -
Provision (185,153) 465,400 92,129
Accounts written-off (76,522) (260,138) -
- --------------------------------------------------------------------------------
Balance at end of year $ 35,716 $ 297,391 $ 92,129
================================================================================
</TABLE>
(10) CAPITAL LEASE OBLIGATIONS
In January 1996, the Company entered into a capital lease for a piece of
machinery. The amount recorded for the equipment and related obligation under
the capital lease amounted to $458,000. The accumulated depreciation is $5,089
at March 31, 1996.
The following is a schedule of future annual minimum lease payments under
the capital lease together with the present value of the net minimum lease
payments, as of March 31, 1996:
<TABLE>
<S> <C>
Total future minimum lease payments $ 522,592
Less: Interest (143,657)
- --------------------------------------------------------------------------------
Present value of minimum lease payments 378,935
Less: Current portion (58,028)
- --------------------------------------------------------------------------------
$ 320,907
================================================================================
</TABLE>
The following is a schedule of future annual minimum lease payments payable
after one year:
<TABLE>
<S> <C>
1998 $ 72,198
1999 82,803
2000 94,966
2001 70,940
--------------------------
$320,907
==========================
</TABLE>
(11) COMMITMENTS AND CONTINGENCIES
(a) OPERATING LEASE AGREEMENTS
During 1994, the Company entered into a leasing arrangement that provided
for total availability of $609,000 from a bank. As of March 31, 1996 and April
2, 1995, the Company had utilized $405,000 of the total lease arrangement.
During 1995, the bank limited the availability to $405,000. The Company also has
certain other miscellaneous equipment leases. Leases expire on various dates
through April 2001. Rent expense during 1996 and 1995 was approximately $238,000
and $106,000, respectively. Rent expense in 1994 was nominal.
The annual future minimum rental obligations as of March 31, 1996 are as
follows:
<TABLE>
<CAPTION>
Year
--------------------------------------
<S> <C>
1997 $235,000
1998 168,000
1999 52,000
2000 35,000
2001 and thereafter 26,000
--------------------------------------
Total $516,000
======================================
</TABLE>
(b) ENVIRONMENTAL MATTERS
The Company is a party to an agreed administrative order with the Indiana
Department of Environmental Management (IDEM) concerning violations of certain
air emissions standards at its Scottsburg location. Prior to the execution of
the order, the IDEM and the Company tenta-
18
<PAGE> 12
tively reached an agreement whereby a civil penalty would be assessed of up to
$235,000 which the Company accrued and expensed in 1995. When the agreement was
finalized, the penalty was reduced to $185,000. The difference of $50,000
between the estimated and actual penalty was recorded as income in 1996. In
connection with this agreement, the Company installed certain environmental
control equipment and structures having a total cost of approximately $600,000
in 1996.
(c) LITIGATION
Litigation is instituted from time to time against the Company which
involves routine matters incident to the Company's business. In the opinion of
management, the ultimate disposition of such litigation will not have a material
effect upon the Company's financial statements.
(d) UNION CONTRACT
Hourly employees at the Company's Cincinnati plant, approximately 33% of
the Company's total workforce, are covered under a union contract that expires
July 15, 1996. The Company believes that it will be successful in renegotiating
the contract.
(12) RESTRUCTURING PLAN
The Company began implementing a restructuring plan in the second quarter
of 1994 which resulted in a pre-tax charge to operating results of $1,777,187
primarily related to closing the Lockport facility. The restructuring charge
included the anticipated loss and holding costs on property, plant and equipment
to be disposed of, severance pay, and certain other costs. During 1995 the
restructuring plan was completed and the difference of $85,000 between the
estimated and actual costs was recorded as income.
(13) PREFERRED STOCK
Effective March 31, 1996, 13,242 shares of Series B Convertible Preferred
Stock were issued upon conversion of the entire outstanding balance, including
accrued interest, of the Subordinated Convertible Notes that were issued in
October 1995. The Series B Convertible Preferred Stock was issued at $40 per
share and also has a liquidation value of $40 per share, plus unpaid dividends.
These shares are immediately convertible , at the option of the Shareholders,
into 132,420 shares of Common Stock and may be redeemed by the Company starting
in May 1998. Had the Subordinated Convertible Notes been immediately converted
into shares of Common Stock upon issuance in October 1995, the Common Stock
would have been included in the earnings per share calculation and the primary
earnings per share would have been $.53 per share.
(14) SUBSEQUENT EVENTS
On May 1, 1996, the Company redeemed $2,200,000 of the Cincinnati
Industrial Revenue Bonds with funds from the Sinking Fund Deposit account (Note
3).
On May 2, 1996, the Company sold to Label Venture Group LLC 52,500 shares
of a newly created issue of Series A Convertible Preferred Stock for $2,432,000.
Each share of Series A Convertible Preferred Stock is immediately convertible,
at the option of the Shareholder, into ten shares of the Company's Common Stock
and may be redeemed by the Company starting in May 1998. The Series A
Convertible Preferred Stock bears a preferred dividend of $4.25 per share and
has a liquidation value of $50 per share, plus unpaid dividends. The Company's
lenders required $1,000,000 of the proceeds to be deposited into the Company's
Sinking Fund Deposit account (Note 3). The remaining proceeds are intended to
support future capital expansion plans. Had the $1,000,000 of proceeds that will
ultimately be used to retire a portion of the Industrial Revenue Bonds (Note 3)
been received at the beginning of the 1996 fiscal year, 215,775 shares of Common
Stock would have been treated as common stock equivalents in the earnings per
share calculation. These common stock equivalents represent a proportional share
of the net proceeds received and the total number of shares of Common Stock into
which the Preferred Stock that was issued may be converted. The primary earnings
per share would have been $.50 per share.
19
<PAGE> 13
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
To the Shareholders and Directors of
Multi-Color Corporation:
We have audited the accompanying balance sheet of Multi-Color Corporation
(an Ohio corporation) as of March 31, 1996, and the related statements of
operations, shareholders' investment, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of Multi-Color Corporation as of and for
the years ended April 2, 1995 and April 3, 1994 were audited by other auditors
whose report dated June 16, 1996, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the fiscal 1996 financial statements referred to above
present fairly, in all material respects, the financial position of Multi-Color
Corporation as of March 31, 1996, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
Cincinnati, Ohio
May 15, 1996
20
<PAGE> 14
- 8 -
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements of Multi-Color Corporation, the
related notes, and the Report of Independent Certified Public
Accountants, included in the 1996 Annual Report to Shareholders, are
incorporated herein by reference.
Statements of Operations for the years ended March 31, 1996, April 2,
1995 and April 3, 1994
Balance Sheets as of March 31, 1996 and April 2, 1995
Statements of Shareholders' Investment for the years ended March 31,
1996, April 2, 1995 and April 3, 1994
<PAGE> 15
- 9 -
Statements of Cash Flows for the years ended March 31, 1996, April 2,
1995 and April 3, 1994
Notes to Financial Statements
Report of Grant Thornton LLP, Independent Certified Public Accountants
(a)(2) Financial Statement Schedules
The report of the Registrant's predecessor accountant is set forth below. All
other schedules have been omitted because either they are not required or the
information is included in the financial statements and notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Directors of
Multi-Color Corporation:
We have audited the accompanying balance sheet of Multi-Color Corporation (an
Ohio corporation) as of April 2, 1995 and the related statements of operations,
shareholders' investment and cash flows for each of the two fiscal years in the
period ended April 2, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Multi-Color Corporation as of
April 2, 1995 and the results of its operations and its cash flows for each of
the two fiscal years in the period ended April 2, 1995, in conformity with
generally accepted accounting principles.
June 16, 1996
Cincinnati, Ohio Arthur Andersen LLP
<PAGE> 16
- 10 -
(a)(3) List of Exhibits
<TABLE>
<CAPTION>
Exhibit Filing
Number Description of Exhibit Status
------ ---------------------- ------
<S> <C> <C>
3(i) Amended and Restated Articles of Incorporation h
3(ii) Amendment to Amended and Restated Articles of h
Incorporation
3(iii) Amended and Restated Code of Regulations a
10.1 Waiver, Amendment and Restatement of Credit, h
Reimbursement and Security Agreement dated
February 23, 1996
10.2 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $5,750,000 City of Scottsburg, Indi
ana Economic Development Revenue Bonds
10.3 Trust Indenture securing City of Scottsburg, e
Indiana Economic Development Revenue Series
1989 dated as of October 1, 1989
10.4 Patent and License Security Agreement dated e
November 6, 1989 by the Company and Barclays
Business Credit, Inc.
10.5 Bond Purchase Agreement for $5,750,000 City of e
Scottsburg, Indiana Economic Development Reve
nue Bonds Series 1989
10.6 Remarketing Agreement dated October 1, 1989 by e
and among the Company, The Ohio Company and
The PNC Bank (Formerly The Central Trust
Company, N.A.)
10.7 Loan Agreement between the Company and Port a
Authority of Cincinnati and Hamilton County
dated as of November 1, 1985
10.8 Amendment to Loan Agreement between the b
Company and Port Authority of Cincinnati and
Hamilton County
10.9 First Refusal Agreement among the Company's a
shareholders
10.10 Loan Agreement between City of Scottsburg, e
Indiana and Multi-Color dated October 1, 1989
for $5,750,000
10.11 Trust Indenture securing County of Boone, e
Kentucky Industrial Building Revenue Bonds,
Series 1989 dated as of December 1, 1989
</TABLE>
<PAGE> 17
- 11 -
<TABLE>
<CAPTION>
Exhibit Filing
Number Description of Exhibit Status
------ ---------------------- ------
<S> <C> <C>
10.12 Loan Agreement between County of Boone, e
Kentucky and Multi-Color for $3,250,000 dated
as of December 1, 1989
10.13 Remarketing Agreement dated as of December 1, e
1989 by and among the Company, The Ohio
Company and The PNC Bank (Formerly The Central
Trust Company, N.A.)
10.13 Remarketing Agreement dated October 1, 1989 by e
and among the Company, The Ohio Company and
The PNC Bank (Formerly The Central Trust Com
pany, N.A.)
10.14 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $3,250,000 County of Boone, Kentucky
Industrial Building Revenue Bonds
10.15 Bond Purchase Agreement for $3,250,000 County b
of Boone, Kentucky Industrial Building Revenue
Bonds Series 1989
10.16 Trust Indenture securing Port Authority of b
Cincinnati and Hamilton County, Ohio Industri
al Revenue Development Bonds dated November 1,
1985
10.17 Supplemental Trust Indenture to Trust Inden b
ture securing Port Authority of Cincinnati and
Hamilton County Ohio Industrial Development
Revenue Bonds
10.18 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $6,500,000 Port Authority of Cincin
nati and Hamilton County, Ohio Industrial Rev
enue Development Bonds
10.19 Substituted Revolving Note dated February 23, h
1996 made by the Company to PNC Bank, Ohio,
National Association, in the Principal amount
of $1,875,000
10.20 Substituted Revolving Note dated February 23, h
1996 made by the Company to Star Bank,
National Association, in the principal amount
of $1,875,000
</TABLE>
<PAGE> 18
- 12 -
<TABLE>
<CAPTION>
Exhibit Filing
Number Description of Exhibit Status
------ ---------------------- ------
<S> <C> <C>
10.21 First Amendment and Waiver Agreement dated h
May 2, 1996
MANAGEMENT CONTRACTS AND COMPENSATION PLANS
10.22 1985 Stock Option Plan a
10.23 1987 Stock Option Plan a
10.24 1992 Directors' Stock Option Plan a
10.25 Profit Sharing/401(k) Retirement Savings Plan a
and Trust
10.26 Deferred Compensation Rabbi Trust Agreement h
10.27 Multi-Color Employee Stock Purchase Plan as g
amended and restated dated March 4, 1992
10.28 Employment Agreement - William R. Cochran h
10.29 Severance Agreement - John C. Court h
10.30 Severance Agreement - John D. Littlehale h
10.31 Severance Agreement - John R. Voelker h
10.32 Severance Agreement - William R. Cochran h
11 Computation of Earnings Per Share h
13 Annual Report to Shareholders h
23.1 Consent of Grant Thornton LLP Independent i
Certified Public Accountants
23.2 Consent of Arthur Andersen LLP Independent h
Certified Public Accountants
27 Amended Financial Data Schedule i
99 Form 8-K filed May 10, 1996 h
- -------
<FN>
a Filed as an exhibit to Registration Statement #33-51772 and incorporated
herein by reference.
b Filed as an exhibit to the Form 10-K for the 1994 fiscal year and
incorporated herein by reference.
e Filed as an exhibit to the Form 10-K for the 1990 fiscal year and
incorporated herein by reference.
</TABLE>
<PAGE> 19
- 13 -
f Filed as an exhibit to the Form 10-K for the 1993 fiscal year and
incorporated herein by reference.
g Filed as an exhibit to the Form 8-K filed on March 16, 1992.
h Filed as an exhibit to the Form 10-K for the 1996 fiscal year and
incorporated herein by reference.
i Filed herewith.
(b) Reports on Form 8-K.
On March 2, 1996, the Registrant filed a Report on Form 8-K reporting
its execution of an Amended and Restated Loan Agreement with its
Lenders.
On March 9, 1996, the Registrant filed a Report on Form 8-K reporting
its engagement of Grant Thornton LLP as its independent auditors for the
fiscal year ended March 31, 1996 and the dismissal of its previous
independent accountants, Arthur Andersen LLP.
On May 10, 1996, the Registrant filed a Report on Form 8-K Reporting the
issuance of its Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock.
<PAGE> 20
- 14 -
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MULTI-COLOR CORPORATION
Dated: August 5, 1996 (Registrant)
/s/William R. Cochran
-------------------------------
William R. Cochran
Vice President, Chief Financial
Officer
<PAGE> 21
- 15 -
MULTI-COLOR CORPORATION
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
23.1 Consent of Grant Thornton LLP
27 Amended Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference of our report dated May 15, 1996 which is included in
this Form 10-K, into the Company's previously filed Registration Statement on
Form S-8 (No. 33-51772).
GRANT THORNTON LLP
Cincinnati, Ohio,
August 5, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-03-1995
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 40,000
<SECURITIES> 0
<RECEIVABLES> 4,584,000
<ALLOWANCES> 0
<INVENTORY> 4,746,000
<CURRENT-ASSETS> 9,681,000
<PP&E> 31,381,000
<DEPRECIATION> 13,273,000
<TOTAL-ASSETS> 30,454,000
<CURRENT-LIABILITIES> 9,685,000
<BONDS> 0
<COMMON> 217,000
0
1000
<OTHER-SE> (4,709,000)
<TOTAL-LIABILITY-AND-EQUITY> 30,454,000
<SALES> 55,375,000
<TOTAL-REVENUES> 55,375,000
<CGS> 46,867,000
<TOTAL-COSTS> 52,743,000
<OTHER-EXPENSES> 54,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,423,000
<INCOME-PRETAX> 1,154,000
<INCOME-TAX> (37,000)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,191,000
<EPS-PRIMARY> .55
<EPS-DILUTED> .54
</TABLE>
