<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1997
-------------------------------
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 #0-16148
------------------------
Multi-Color Corporation
(Exact name of Registrant as specified in its charter)
OHIO
(State or other jurisdiction of 31-1125853
incorporation or organization) (IRS Employer
Identification No.)
205 W. Fourth Street, Suite 1140, Cincinnati, Ohio 45202
--------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number - 513/381-1480
------------------------------------
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 the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Common shares, no par value - 2,277,679 (as of October 29, 1997)
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PART 1. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements (Continued)
- ----------------------------------------
MULTI-COLOR CORPORATION
-----------------------
Statements of Operations
(Prepared Without Audit)
(Thousands except per share amounts)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
----------------------------------------------
September 28, 1997 September 29, 1996
------------------ ------------------
<S> <C> <C>
NET SALES $ 11,792 $ 12,125
COST OF GOODS SOLD 9,839 10,109
-------- --------
Gross Profit 1,953 2,016
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,399 1,439
RESTRUCTURING CHARGE 310 0
-------- --------
Operating Income $ 244 $ 577
OTHER EXPENSE (INCOME) (78) (6)
INTEREST EXPENSE 286 278
-------- --------
Income Before Taxes $ 36 $ 305
PROVISION (CREDIT) FOR TAXES - -
-------- --------
NET INCOME $ 36 $ 305
======== ========
PREFERRED STOCK DIVIDENDS $ 70 $ 70
======== ========
NET EARNINGS(LOSS) PER COMMON SHARE
Primary $ (0.02) $ 0.11
======== ========
Fully Diluted NA NA
======== ========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Primary 2,170 2,207
======== ========
Fully Diluted NA NA
======== ========
NA-Diluted effect less than 3%
</TABLE>
The accompanying notes are an integral part of this financial information.
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PART 1. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements (Continued)
- ----------------------------------------
MULTI-COLOR CORPORATION
-----------------------
Statements of Operations
(Prepared Without Audit)
(Thousands except per share amounts)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
------------------------------------------
September 28, 1997 September 29, 1996
------------------ ------------------
<S> <C> <C>
NET SALES $ 23,276 $ 23,692
COST OF GOODS SOLD 19,503 19,930
-------- --------
Gross Profit 3,773 3,762
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,797 2,769
RESTRUCTURING CHARGE 310 0
-------- --------
Operating Income $ 666 $ 993
OTHER EXPENSE (INCOME) (79) (12)
INTEREST EXPENSE 553 577
-------- --------
Income Before Taxes $ 192 $ 428
PROVISION (CREDIT) FOR TAXES - -
-------- --------
NET INCOME $ 192 $ 428
======== ========
PREFERRED STOCK DIVIDENDS $ 140 $ 121
======== ========
NET EARNINGS PER COMMON SHARE
Primary $ 0.02 $ 0.14
======== ========
Fully Diluted NA NA
======== ========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Primary 2,219 2,218
======== ========
Fully Diluted NA NA
======== ========
NA-Diluted effect less than 3%
</TABLE>
The accompanying notes are an integral part of this financial information.
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Item 1. Financial Statements (Continued)
- ----------------------------------------
MULTI-COLOR CORPORATION
Balance Sheets
(Thousands)
<TABLE>
<CAPTION>
ASSETS
------
September 28, 1997 March 30, 1997
----------------- -------------------
(Prepared Without Audit) (Derived from Audited
Financial Statements)
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 23 $ 81
Accounts Receivable 4,318 3,249
Notes Receivable 114 118
Inventories
Raw Materials 2,396 1,649
Work in Progress 1,483 641
Finished Goods 2,047 2,802
Deferred Tax Benefit 241 241
Prepaid Expenses and Supplies 90 92
Refundable Income Taxes 46 46
-------- --------
Total Current Assets $ 10,758 $ 8,919
-------- --------
RESTRICTED CASH (IRB PROCEEDS) $ 458 $ -
-------- --------
SINKING FUND DEPOSITS $ 939 $ 74
-------- --------
PROPERTY, PLANT, AND EQUIPMENT $ 34,955 $ 33,466
ACCUMULATED DEPRECIATION (14,202) (14,382)
-------- --------
$ 20,753 $ 19,084
-------- --------
PROPERTY, PLANT, AND EQUIPMENT HELD FOR SALE $ 1,221 $ 440
ACCUMULATED DEPRECIATION (941) (296)
-------- --------
$ 280 $ 144
-------- --------
DEFERRED CHARGES, net $ 66 $ 3
-------- --------
NOTE RECEIVABLE $ 114 $ 163
-------- --------
NOTE RECEIVABLE FROM OFFICERS/SHAREHOLDERS $ 100 $ 100
-------- --------
TOTAL ASSETS $ 33,468 $ 28,487
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
CURRENT LIABILITIES:
Short-Term Debt $ 2,602 $ 2,294
Current Portion of Long-term Debt 1,014 1,003
Current Portion of Capital Lease Obligation 110 114
Accounts Payable 5,716 3,632
Accrued Expenses 501 1,215
Restructuring Charge 209 -
-------- --------
Total Current Liabilities $ 10,152 $ 8,258
-------- --------
LONG-TERM DEBT, excluding current portion $ 12,600 $ 9,600
-------- --------
CAPITAL LEASE OBLIGATION $ 253 $ 302
-------- --------
DEFERRED TAXES $ 241 $ 241
-------- --------
DEFERRED COMPENSATION $ 817 $ 692
-------- --------
PENSION LIABILITY $ 1 $ 1
-------- --------
Total Liabilities $ 24,064 $ 19,094
-------- --------
MINORITY INTEREST $ 444 $ 486
-------- --------
SHAREHOLDERS' INVESTMENT
Preferred Stock Series B, no par value $ 530 $ 530
Preferred Stock Series A, no par value 2,418 2,418
Common Stock, no par value 218 218
Paid-in Capital 9,175 9,175
Accumulated Deficit (3,290) (3,343)
Treasury Stock (45) (45)
Excess of Additional Pension Liability Over
Unrecognized Prior Service Cost (46) (46)
-------- --------
Total Shareholders' Investment $ 8,960 $ 8,907
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 33,468 $ 28,487
======== ========
</TABLE>
The accompanying notes are an integral part of this financial information.
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Item 1. Financial Statements (Continued)
- ----------------------------------------
MULTI-COLOR CORPORATION
Statements of Cash Flows
(Prepared Without Audit)
(Thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
-----------------------------------------
September 28, 1997 September 29, 1996
-----------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 192 $ 428
Adjustments to reconcile net income to net
cash provided by (used in) operating activities -
Depreciation and amortization 977 919
Minority interest in losses of subsidiary (43) -
Common stock issued for awards - 32
Increase in deferred compensation 125 52
Decrease in notes receivable 53 49
Net increase in accounts receivable,
inventories and prepaid expenses and supplies (1,901) (730)
Net increase (decrease) in accounts payable and
accrued liabilities 1,372 (1,080)
Increase in restructuring charges 310 -
Payment of restructuring liabilities (101) -
------- -------
Net cash provided by (used in) operating activities $ 984 $ (330)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures, net $(2,960) $ (765)
Restricted cash (IRB Proceeds) (458) -
Proceeds from sale of assets 190 50
------- -------
Net cash used in investing activities $(3,228) $ (715)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease of revolving loan including
non-current portion, net $ 308 $ 511
Cash Dividends (140) (121)
Sinking fund payments (864) (1,726)
Proceeds from issuance of preferred stock - 2,432
Additions (reductions) to long-term debt, including current portion 3,011 (1)
Treasury Stock, net - (45)
Repayment of Capital Lease Obligations (54) (31)
Capitalized Bank Fees (75) -
------- -------
Net cash provided by financing activities $ 2,186 $ 1,019
------- -------
Net decrease in cash and cash equivalents $ (58) $ (26)
CASH AND CASH EQUIVALENTS, beginning of period $ 81 $ 40
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 23 $ 14
------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 553 $ 577
------- -------
Income Taxes paid $ 5 $ 2
------- -------
</TABLE>
The accompanying notes are an integral part of this financial information.
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Item 1. Financial Statements (continued)
- -----------------------------------------
Multi-Color Corporation
Notes to Financial Information
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Although certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been
condensed or omitted pursuant to such rules and regulations, the Company
believes that the disclosures are adequate to make the information
presented not misleading. These condensed financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's latest Annual Report on Form 10-K.
The information furnished in these financial statements reflects all
estimates and adjustments which are, in the opinion of management,
necessary to present fairly the results for the interim periods reported,
and all adjustments and estimates are of a normal recurring nature.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Results of Operations
Thirteen Weeks Ended September 28, 1997 Compared to the Thirteen Weeks Ended
September 29, 1996
Net sales decreased $333,000, or 2.8%, in the second quarter as compared to
the same quarter of the previous year. The decrease in sales was due to a
29% ($996,000) decrease in prime label business. The decline in prime label
business was the result of the Company eliminating some unprofitable
prime label activities and the reduced sales to one major customer as the
existing profitability did not meet the expected returns established by
management. The Company continues to take steps to improve the
profitability of its prime label business and may experience further sales
declines as a result of these efforts.
In-mold label sales increased 6% ($476,000) and cylinder sales increased
22% ($156,000) in the second quarter as compared to the same quarter of the
previous year confirming the Company's confidence in the long-term growth
in these markets.
Gross profit decreased by $63,000 as compared to the previous year with
lower sales volumes. Gross profit was negatively impacted by the startup
costs for a new rotogravure press at the Scottsburg, Indiana plant and by
profits deferred from an increase in inventory connected with the
continuing strong demand for labels for consumer-product packaging.
Selling, general, and administrative expenses decreased $40,000 as compared
to the same prior year period. The decrease was attributable to lower costs
associated with the downsizing of the Cincinnati plant.
During the second quarter, the Company accrued a restructuring charge of
$310,000 for the previously announced closing of the Cincinnati printing
plant to handle severance and benefit obligations associated with the plant
closing.
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<PAGE> 7
Interest expense increased $8,000 as compared to the same prior year period
and was the result of higher borrowings against the short-term revolver and
long-term debt.
The net income for the period was $36,000 (loss of [$.02] per share after
payment of preferred stock dividends) as compared to net income of $305,000
($.11 per share after payment of preferred stock dividends) in the same
prior year period. The net income for the period without the $310,000
restructuring charge was $346,000 ($.12 per share after payment of
preferred stock dividends).
Twenty-Six Weeks Ended September 28, 1997 Compared to the Twenty-Six Weeks Ended
September 29, 1996
Net sales decreased $416,000 or 1.8%, in the first six months as compared
to the same prior year period. The decrease in sales was due primarily to a
30% ($1,962,000) decrease in prime label business. A portion of the
$1,962,000 decline in prime label business ($325,000 or approximately 17%)
was the result of the Company eliminating the flexo printing operations in
the Cincinnati division during the fiscal year 1997 first quarter. The
remaining decline in prime label business was the result of the Company
eliminating some unprofitable prime label activities and the reduced sales
to one major customer as the existing profitability did not meet the
expected returns established by management. The Company continues to take
steps to improve the profitability of its prime label business and may
experience further sales declines as a result of these efforts.
In-mold label sales increased 8.2% ($1,292,000) and cylinder sales
increased 17.5% ($254,000) in the first six months as compared to the same
prior period confirming the Company's confidence in the long-term growth in
these markets.
With lower sales, gross profit still increased by $11,000 as compared to
the previous year. The gross profit percentage increased from 15.9% last
year to 16.2% supporting the management's commitment to lower the Company's
cost structure.
Selling, general, and administrative expenses increased $28,000 as compared
to the previous year period. The increase was a combination of the
increased selling effort required in support of growing in-mold label sales
offset by lower administrative costs at Cincinnati due to the plant
closing.
During the second quarter, the Company accrued a restructuring charge of
$310,000 for the previously announced closing of the Cincinnati printing
plant to handle severance and benefit obligations associated with the plant
closing.
Interest expense decreased $24,000 as compared to the same prior year
period and was the result of lower average borrowings on the Company's
IRB's.
The net income for the period was $192,000 ($.02 per share after payment of
preferred stock dividends) as compared to net income of $428,000 ($.14 per
share after payment of preferred stock dividends) in the same prior year
period. The net income for the period without the $310,000 restructuring
charge was $502,000 ($.16 per share after payment of preferred stock
dividends).
Liquidity and Capital Resources
In July 1994, the Company entered into a new Credit Agreement with PNC
Bank, Ohio, National Association, and Star Bank, National Association
extending through July 1997. This agreement was to provide available
borrowings under the revolving line of credit of up to a maximum of
$5,000,000 subject to certain borrowing base limitations, and to provide
for up to an additional $1,400,000 of long-
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<PAGE> 8
term financing for capital expenditures. During 1995, the Company was in
violation of certain of its financial covenants and received waivers from
its lenders with respect to these violations until April 2, 1995. In
connection with the waivers, the Credit Agreement was amended to restrict
the borrowing base, increase the interest rate and fees applicable to the
borrowings under the Credit Agreement, and restrict the $1,400,000 term
loan and lease lines. The Company remained in violation of the cashflow
coverage ratio, the leverage ratio, and the current ratio covenants until
February 23, 1996, at which time, the Credit Agreement was restated. As the
Company was in violation of certain covenants that gave the lenders the
right to accelerate the due dates of their loans, the 1995 annual report
was issued with the otherwise long-term debt classified as short-term. This
resulted in a significant deterioration in the Company's working capital
position.
During 1996, management launched a three tiered initiative designed to
overcome the Company's financial difficulties. First was a plan to restore
the Cincinnati operations to profitability as measured on an Earnings
Before Interest, Taxes, Depreciation, and Amortization (EBITDA) basis.
Second was a strategy to continue growing the in-mold label business while
improving gross margins in this area. This strategy called for
consolidating all the gravure in-mold label manufacturing in the Scottsburg
facility thereby increasing operating efficiencies and operating leverage.
The third aspect of the initiative called for the Company to raise
approximately $3,000,000 in equity to strengthen the capital structure of
the Company. The Company was successful in its efforts as four consecutive
quarters of profitability resulted during 1996 each having EBITDA exceeding
$1,000,000. Additionally, the Company was successful in raising $500,000 in
equity prior to year-end 1996 and $2,418,000 during the first quarter of
1997, supporting its commitment to strengthen its overall financial
structure.
Regaining profitability during 1996 coupled with significant improvements
in cashflow and debt reduction enabled the Company to restate its loan
agreement with its lenders on February 23, 1996. The restated loan
agreement provided available borrowings under the revolving line of credit
of up to $3,750,000 and a $500,000 standby letter of credit to purchase raw
materials included as a sub-limit to the revolving credit facility.
Additionally, the restated agreement allowed for annual capital
expenditures not to exceed $1,500,000.
With the infusion of equity, the Company expanded the Scottsburg division
during 1997 by adding additional capacity. Recognizing the importance of
this expansion program to the overall success of the Company, the lenders
amended the restated loan agreement on May 2, 1996 permitting the
acquisitions associated with the Scottsburg expansion. This amendment
allowed total capital expenditures of $3,500,000 for 1997. Additionally,
the associated covenants impacted by the increased capital expenditures
were appropriately amended and the Company remains in compliance with the
revised covenant requirements.
On July 22, 1996, the February 23, 1996 restated loan agreement was amended
to improve the borrowing base calculation, reduce the annual agency fees,
and improve the reporting requirements of the Borrowing Base Certificate to
a monthly versus weekly requirement. Additionally, the Company started a
new entity with Think Laboratory Co. Inc. of Kashiwa, Japan, through a
corporation owned 80% by the Company and entitled Laser Graphic Systems,
Incorporated, during the second quarter to develop the market for engraving
services in the United States. Although the banks previously had verbally
consented to the creation of this subsidiary, the loan agreement required
written consent. Therefore, the third amendment and waiver to the February
23, 1996 restated loan agreement was signed on October 31, 1996, whereby
the lenders consented to the new company. The third amendment also
increased the annual lease lines by $200,000 allowing the Company an annual
exposure of $600,000 for rental payments under all lease agreements on real
and personal property in support of the Company's Scottsburg plant
expansion plans.
-8-
<PAGE> 9
On January 9, 1997, the Company and its lenders, PNC Bank, Ohio, National
Association, and Star Bank, National Association, entered into a new Credit
Agreement extending its revolving line of credit through July 31,1998. The
new loan agreement also provides for a $2,000,000 non-revolving credit
facility expiring August 25, 1997. Borrowings under the revolving line of
credit are limited to $4,500,000 and a $500,000 standby letter of credit to
purchase raw materials is included as a sub-limit to the revolving credit
facility. The agreement also allows the Company to make capital
expenditures of $3,200,000 during fiscal year 1997, $2,600,000 during
fiscal year 1998, and $1,800,000 during fiscal year 1999 in support of its
capital expansion program. Unexpended amounts during one fiscal year can be
accumulated and carried over to the next fiscal year. Additionally, the new
agreement allows the Company an annual exposure of $600,000 for rental
payments under all lease agreements on real and personal property. The new
agreement also reduces the fee structure of the Company's loan portfolio
and establishes reduced interest rates if certain performance targets are
accomplished. The Company is in compliance with all covenants included in
the agreements. No borrowing beyond the existing credit facilities is
anticipated.
PNC Bank, Ohio, National Association, and Star Bank, National Association,
also entered into a new loan agreement on January 9, 1997 with Laser
Graphic Systems, Incorporated providing a revolving line of credit of
$500,000 until August 1, 1997 at which time, it will be converted to an
evenly amortized term note due June 30, 2002.
Subsequent to the signing of the January 9, 1997 loan agreement, the
Company entered into a consignment agreement with one of its customers. In
support of this arrangement, the banks issued the first amendment to the
January 9, 1997 loan agreement on February 25, 1997 in support of this
program whereby the Company was allowed to borrow against the consigned
inventory.
To finance the expansion of the Scottsburg, Indiana, plant, the Company was
successful in obtaining Variable Rate Demand Industrial Development Revenue
Bonds from the City of Scottsburg in the principal amount of $3,000,000 on
April 1, 1997. In support of this financing, the banks issued the second
amendment to the January 9, 1997 loan agreement on April 1, 1997 whereby
the appropriate Letters of Credit were issued in support of the financing.
Additionally, commencing June 30, 1998, the sinking fund quarterly deposits
will increase to $330,000 versus $250,000 required in the January 9, 1997
loan agreement.
In support of the closing of the Cincinnati plant, the banks approved the
third amendment to the January 9, 1997 loan agreement on September 1, 1997.
The third amendment modified the cashflow coverage ratio from 1.1 to 1 to 1
to 1. This modification was necessary to handle the cash outflow associated
with the restructuring charge taken in the second quarter of fiscal 1998.
Through the second quarter ended September 28, 1997, net cash provided by
operating activities was $984,000 as compared to $330,000 of net cash used
in operating activities through the second quarter ended September 29,
1996. Net cash provided by operating activities was impacted by an increase
in supplier accounts payable.
At, September 28, 1997, the Company's net working capital and current ratio
were $606,000 and 1.06 to 1 respectively, as compared to net working
capital of $661,000 and current ratio of 1.08 to 1 at March 30, 1997. The
decrease in working capital was primarily attributable to higher borrowings
under the Company's revolving loan and higher accounts payable.
At September 28, 1997, the Company was in compliance with its loan
covenants and current in its principal and interest payments on all debt.
As of October 24, 1997, approximately $1,500,000 was available under the
revolving line of credit.
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Part II. Other Information
--------------------------
Item 4. Submissions of Matters to a Vote of Security Holders
----------------------------------------------------
The Company's Annual Meeting of Shareholders was held on August 14,
1997. Each of the following matters was voted upon and approved by the
Company's shareholders as indicated below:
1. Election of the following directors:
(a) John C. Court, 2,173,395 votes for and 17,199 withheld.
(b) Lorrence T. Kellar, 2,175,270 votes for and 15,324
withheld.
(c) John D. Littlehale, 2,173,895 votes for and 16,699
withheld.
(d) Burton D. Morgan, 2,075,405 votes for and 115,189
withheld.
(e) David H. Pease, Jr. 2,175,270 votes for and 15,324
withheld.
(f) Louis M. Perlman, 2,175,270 votes for and 15,324 withheld.
2. Approval of a Stock Option Plan, 1,358,194 votes for, 202,057
votes against, 6,300 abstentions, 624,043 broker non-votes.
3. Ratification of the appointment of Grant Thornton LLP as the
Company's independent public accountants for fiscal 1998,
2,181,455 votes for, 6,974 votes against, 2,165 abstentions.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) List of Exhibits
Description
-----------
Exhibit Number
--------------
10.41 Third Amendment to January 9, 1997 Credit
Agreement, effective as of September 1, 1997
27 Financial Data Schedule
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<PAGE> 11
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.
Multi-Color Corporation
(Registrant)
Date: November 7 , 1997 By: /s/ William R. Cochran
-------- --------------------------------
William R. Cochran
Vice President, Chief Financial Officer
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<PAGE> 1
Exhibit 10.41
THIRD AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), PNC BANK,
OHIO, NATIONAL ASSOCIATION and STAR BANK, NATIONAL ASSOCIATION (each
individually a "Lender" and collectively the "Lenders") and PNC BANK, OHIO,
NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"), hereby agree as
follows effective as of September 1, 1997 (the "Effective Date"):
1. RECITALS.
---------
1.1 On January 9, 1997, the Company, the Lenders and the Agent
entered into a Second Amended and Restated Credit, Reimbursement and Security
Agreement (as amended by the First Amendment to Credit Agreement dated February
25, 1997 and the Second Amendment to Credit Agreement dated April 1, 1997, the
"Credit Agreement"). Capitalized terms used herein and not otherwise defined
herein will have the meanings given such terms in the Credit Agreement.
1.2 The Company has requested that the Lenders amend the
Credit Agreement in certain respects and the Lenders are willing to do so
subject to and in accordance with the terms of this Third Amendment to Credit
Agreement (the "Amendment").
2. AMENDMENT. The Credit Agreement is hereby amended as follows:
2.1 Section 10.4 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
10.4 CASH FLOW COVERAGE RATIO. Permit the Cash Flow
Coverage Ratio, calculated on a trailing four quarters basis,
to be less than 1.0 to 1 as of the Fiscal Quarter ending
September 28, 1997 or as of the Fiscal Quarter ending December
28, 1997, or less than 1.10 to 1 as of the end of each Fiscal
Quarter thereafter.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY. To induce the
Lenders and the Agent to enter into this Amendment, the Company represents and
warrants as follows:
3.1 The representations and warranties of the Company
contained in Section 8 of the Credit Agreement are deemed to have been made
again on and as of the date of execution of this Amendment and are true and
correct as of the date of the execution of this Amendment.
3.2 No Default or Event of Default (as such term is defined in
Section 11 of the Credit Agreement) exists on the date hereof.
3.3 The person executing this Amendment is a duly elected and
acting officer of the Company and is duly authorized by the Board of Directors
of the Company to execute and deliver this Amendment on behalf of the Company.
<PAGE> 2
4. CONDITIONS. The Lenders' and the Agent's obligations pursuant to
this Amendment are subject to the following conditions:
4.1 The Agent will have been furnished copies, certified by
the Secretary or Assistant Secretary of the Company, of resolutions of the Board
of Directors of the Company authorizing the execution of this Amendment and all
other documents executed in connection herewith.
4.2 The representations and warranties of the Company in
Section 3, above, shall be true.
4.3 The Company will pay all expenses and attorneys fees
incurred by the Lenders in connection with the preparation, execution and
delivery of this Amendment and related documents.
5. GENERAL.
--------
5.1 Except as expressly modified herein, the Credit Agreement
is and remains in full force and effect.
5.2 Nothing contained herein will be construed as waiving any
default or Event of Default under the Credit Agreement or will affect or impair
any right, power or remedy of the Lenders or the Agent under or with respect to
the Credit Agreement or any agreement or instrument guaranteeing, securing or
otherwise relating to the Credit Agreement.
5.3 This Amendment will be binding upon and inure to the
benefit of the Company, the Lenders and the Agent and their respective
successors and assigns.
5.4 All representations, warranties and covenants made by the
Company herein will survive the execution and delivery of this Amendment.
5.5 This Amendment will in all respects be governed and
construed in accordance with the laws of the State of Ohio.
5.6 This Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
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<PAGE> 3
Executed as of the Effective Date.
MULTI-COLOR CORPORATION,
as Company
By: /s/ William R. Cochran
---------------------------------------
Print Name: William R. Cochran
--------------------------------
Title: Vice President/ CFO
-------------------------------------
PNC BANK, OHIO, NATIONAL ASSOCIATION,
on its own behalf as Lender, and as Agent
By: /s/ Warren F. Weber
---------------------------------------
Print Name: Warren F. Weber
--------------------------------
Title: Vice President
-------------------------------------
STAR BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Andrew T. Hawking
---------------------------------------
Print Name: Andrew T. Hawking
--------------------------------
Title: Senior Vice President
-------------------------------------
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<PAGE> 4
CERTIFICATE OF THE SECRETARY
OF
MULTI-COLOR CORPORATION
The undersigned, Secretary of Multi-Color Corporation (the
"Corporation"), hereby certifies to PNC Bank, Ohio, National Association, as
Agent, as follows:
1. The following Resolutions were duly adopted and are binding
resolutions of the Corporation:
RESOLVED, that the Corporation enter into an amendment to the
Second Amended and Restated Credit, Reimbursement and Security
Agreement dated January 9, 1997 (the "Credit Agreement") by and
between the Corporation and PNC Bank, Ohio, National Association, as
Agent and Lender, and Star Bank, National Association, as Lender, to
amend certain financial covenants of the Credit Agreement, and that the
President, any Vice President or the Chief Financial Officer be, and
they each hereby are, authorized to execute any and all documents to
effect the same, including but not limited to a Third Amendment to
Credit Agreement, which documents shall contain such terms, conditions,
releases and other agreements as any one of such officers in his or
her sole discretion deems appropriate.
FURTHER RESOLVED, that all documents or agreements heretofore
executed and acts or things heretofore done to effectuate the purposes
of these resolutions are hereby ratified, confirmed and approved in all
respects as the act or acts of the Corporation.
2. The following is a complete and accurate list of the officers of the
Corporation as of September 1, 1997:
President........................ John C. Court
Vice President................... John D. Littlehale
Secretary........................ John D. Littlehale
Chief Financial Officer.......... William R. Cochran
/s/ John D. Littlehale
------------------------------
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-END> SEP-28-1997
<CASH> 23,000
<SECURITIES> 0
<RECEIVABLES> 4,432,000
<ALLOWANCES> 0
<INVENTORY> 5,926,000
<CURRENT-ASSETS> 10,758,000
<PP&E> 36,176,000
<DEPRECIATION> 15,143,000
<TOTAL-ASSETS> 33,468,000
<CURRENT-LIABILITIES> 10,152,000
<BONDS> 12,600,000
9,393,000
0
<COMMON> 2,948,000
<OTHER-SE> (3,381,000)
<TOTAL-LIABILITY-AND-EQUITY> 33,468,000
<SALES> 23,276,000
<TOTAL-REVENUES> 23,276,000
<CGS> 19,503,000
<TOTAL-COSTS> 22,610,000
<OTHER-EXPENSES> (79,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 553,000
<INCOME-PRETAX> 192,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 192,000
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0
<FN>
Diluted effect less than 3%.
</FN>
</TABLE>
