<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 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________to________________
Commission File #0-16148
------------------------
Multi-Color Corporation
(Exact name of Registrant as specified in its charter)
OHIO 31-1125853
(State or other jurisdiction of (IRS Employer
incorporation or organization) 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 - 2,309,210 (as of October 29, 1999)
----------------------------------------------------------------
-1-
<PAGE> 2
FORM 10-Q
CONTENTS
PART I - FINANCIAL INFORMATION (Unaudited)
<TABLE>
<CAPTION>
Page
----
<S> <C>
Condensed Consolidated Balance Sheets at September 30, 1999 and March 28, 1999............................3
Condensed Consolidated Statements of Income for the Three Months
Ended September 30, 1999 and the Thirteen Weeks Ended September 27, 1998................................4
Condensed Consolidated Statements of Income for the Six Months
Ended September 30, 1999 and the Twenty Six Weeks Ended September 27, 1998..............................5
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended September 30, 1999 and Twenty Six Weeks Ended September 27, 1998..................................6
Notes to Condensed Consolidated Financial Statements......................................................7
Management's Discussion and Analysis of Financial Condition and Results of Operations.....................8
PART II - OTHER INFORMATION
Item 1: Legal Proceedings...............................................................................12
Item 2: Changes in Securities...........................................................................12
Item 3: Defaults upon Senior Securities.................................................................12
Item 4: Submission of Matters to a Vote of Security Holders.............................................12
Item 5: Other Information...............................................................................12
Item 6: Exhibits and Reports on Form 8-K................................................................12
Signature................................................................................................13
</TABLE>
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<PAGE> 3
Item 1. Financial Statements (Continued)
- ----------------------------------------
MULTI-COLOR CORPORATION
Balance Sheets
(Thousands)
ASSETS
<TABLE>
<CAPTION>
September 30, 1999 March 28, 1999
------------------ --------------
(Derived from
(Prepared Audited Financial
Without Audit) Statements)
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 4 $ 10
Accounts Receivable 4,588 4,515
Notes Receivable -- 53
Inventories 3,518 4,444
Deferred Tax Benefit 408 407
Prepaid Expenses 203 163
-------- --------
Total Current Assets 8,721 9,592
-------- --------
SINKING FUND DEPOSITS 2,382 2,284
-------- --------
PROPERTY, PLANT, AND EQUIPMENT 32,539 29,809
-------- --------
ACCUMULATED DEPRECIATION (12,306) (12,095)
-------- --------
NET PROPERTY, PLANT AND EQUIPMENT 20,233 17,714
-------- --------
DEFERRED CHARGES, net 73 91
-------- --------
GOODWILL 75 --
-------- --------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS -- 100
-------- --------
TOTAL ASSETS $ 31,484 $ 29,781
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Revolving Bank Loan $ 2,685 $ 3,254
Current Portion of Long-Term Debt 800 1,000
Current Portion of Capital Lease Obligation plus Other Long-Term Debt 345 115
Accounts Payable 3,248 4,589
Accrued Expenses 1,510 2,503
-------- --------
Total Current Liabilities 8,588 11,461
-------- --------
LONG-TERM DEBT 9,700 11,000
-------- --------
CAPITAL LEASE OBLIGATION PLUS OTHER LONG-TERM DEBT 4,594 86
-------- --------
DEFERRED TAXES 408 408
-------- --------
DEFERRED COMPENSATION 381 447
-------- --------
Total Liabilities 23,671 23,402
-------- --------
MINORITY INTEREST -- 369
-------- --------
SHAREHOLDERS' INVESTMENT
Preferred Stock Series B, no par value 477 477
Preferred Stock Series A, no par value 2,418 2,418
Common Stock, no par value 226 221
Paid-in Capital 9,617 9,379
Accumulated Deficit (4,925) (6,485)
-------- --------
Total Shareholders' Investment 7,813 6,010
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 31,484 $ 29,781
======== ========
</TABLE>
The accompanying notes are an integral part of this financial information.
-3-
<PAGE> 4
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>
Three Months Ended Thirteen Weeks Ended
------------------ --------------------
September 30, 1999 September 27, 1998
------------------ --------------------
<S> <C> <C>
NET SALES $ 12,497 $ 12,295
COST OF GOODS SOLD 10,568 10,469
-------- --------
Gross Profit 1,929 1,826
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 845 1,695
-------- --------
Operating Income 1,084 131
OTHER EXPENSE (INCOME) 14 126
INTEREST EXPENSE 268 283
-------- --------
Income (loss) Before Taxes 802 (278)
Provision for Taxes 19 --
-------- --------
NET INCOME (LOSS) $ 783 $ (278)
======== ========
PREFERRED STOCK DIVIDENDS $ 68 $ 68
======== ========
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES $ 715 $ 346
======== ========
Basic earnings (loss) per share $ 0.31 $ (0.15)
======== ========
Diluted earnings (loss) per share $ 0.26 $ (0.15)
======== ========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 2,305 2,283
======== ========
Diluted 3,002 2,283
======== ========
</TABLE>
The accompanying notes are an integral part of this financial information.
-4-
<PAGE> 5
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>
Six Months Ended Twenty Six Weeks Ended
------------------ ----------------------
September 30, 1999 September 27, 1998
------------------ ----------------------
<S> <C> <C>
NET SALES $ 26,576 $ 23,743
COST OF GOODS SOLD 22,486 20,601
-------- --------
Gross Profit 4,090 3,142
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,857 2,697
-------- --------
Operating Income 2,233 445
OTHER EXPENSE (INCOME) (33) (32)
INTEREST EXPENSE 527 563
-------- --------
Income (loss) Before Taxes and Cumulative Effect of a
Change in Accounting Principle 1,739 (86)
Provision for Taxes 42 --
-------- --------
Income (loss) Before Cumulative Effect of a Change in Accounting Principle 1,697 (86)
Cumulative Effect of Change in Accounting for Inventories, Net of Tax -- (224)
-------- --------
NET INCOME $ 1,697 $ 138
======== ========
PREFERRED STOCK DIVIDENDS $ 136 $ 138
======== ========
NET INCOME APPLICABLE TO COMMON SHARES $ 1,561 $ --
======== ========
Basic earnings (loss) per share:
Income (loss) before Cumulative Effect $ 0.68 $ (0.10)
Cumulative Effect of Change in Accounting for Inventories -- 0.10
-------- --------
Net Income (loss) $ 0.68 $ 0.00
======== ========
Diluted earnings (loss) per share:
Income (loss) before Cumulative Effect $ 0.57 $ (0.08)
Cumulative Effect of Change in Accounting for Inventories -- 0.08
-------- --------
Net Income (loss) $ 0.57 $ 0.00
======== ========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 2,305 2,232
======== ========
Diluted 3,002 2,232
======== ========
</TABLE>
The accompanying notes are an integral part of this financial information.
-5-
<PAGE> 6
Item 1. Financial Statements (continued)
MULTI-COLOR CORPORATION
Statements of Cash Flows
(Prepared Without Audit)
(Thousands)
<TABLE>
<CAPTION>
Six Months Ended Twenty Six Weeks Ended
------------------ ----------------------
September 30, 1999 September 27, 1998
------------------ ----------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,650 $ 2,022
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures, net (926) (234)
Acquisition of Business (77) --
Restricted cash (IRB Proceeds) -- 23
Proceeds from sale of property, plant and equipment 1,875 938
-------- --------
Net cash provided by investing activities $ 872 $ 727
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in Revolving Bank Loan $ (569) $ (1,379)
Payment of Preferred Stock Dividends (482) (138)
Sinking fund payments (98) (1,052)
Proceeds from issuance of common stock -- 13
Repayment of long-term debt, including current portion, net ( 1,201) (13)
Repayment of Capital Lease Obligations (178) (49)
Capitalized Bank Fees -- (109)
-------- --------
Net cash used in financing activities $ (2,528) $( 2,727)
-------- --------
Net increase (decrease) in cash and cash equivalents $ (6) $ 22
CASH AND CASH EQUIVALENTS, beginning of period $ 10 $ 12
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 4 $ 34
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 403 $ 468
-------- --------
Income Taxes paid $ - $ 4
-------- --------
</TABLE>
The accompanying notes are an integral part of this financial information.
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES. An
increase in property, plant and equipment and a corresponding capital lease
obligation of $4,250,000 was incurred when the Company entered into a
sale/leaseback transaction for the Scottsburg plant facility.
-6-
<PAGE> 7
MULTI-COLOR CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Item 1. Financial Statements (continued)
--------------------------------
1. Basis of Presentation:
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.
Effective March 30, 1998, the Company elected to change its method of
inventory valuation to encompass a more complete absorption of
overhead costs in inventory. The Company believes the new method is
preferable for matching the full cost of the inventory with the
revenues generated. The cumulative effect of this accounting change as
of March 30, 1998 was to increase income $224,000 ($.08 per diluted
common share) and has been separately identified on the Statement of
Operations for the twenty six weeks ended September 27, 1998.
2. Net Income Per Share Data:
The following is a reconciliation of the number of shares used in the
basic Earnings Per Share ("EPS") and diluted EPS computations:
<TABLE>
<CAPTION>
Three Thirteen Six Twenty Six
Months Ended Weeks Ended Months Ended Weeks Ended
September 30 September 27 September 30 September 27
1999 1998 1999 1998
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Basic EPS before cumulative effect 2,305,460 2,282,705 2,305,460 2,232,382
Cumulative effect of change in
accounting for inventories - - - 2,232,382
Effect of dilutive stock options 52,182 - 37,506 -
Convertible shares 644,180 - 644,180 -
Diluted EPS 3,002,822 2,282,705 2,987,146 2,232,382
</TABLE>
Preferred stock dividends of $68,445 for the quarters ended September
30, 1999 and September 27, 1998, have been deducted from the net
income generated to arrive at the income available to common
stockholders for the calculation of basic EPS.
-7-
<PAGE> 8
3. Subsequent Event:
On October 19, 1999 the Board of Directors approved the redemption of
the Series A and Series B Preferred Shares outstanding. Each Series A
Preferred Share is redeemable at $54.00 per share plus accrued
dividends or may be converted into ten shares of the Company's Common
Stock prior to redemption. Each Series B Preferred Share is redeemable
at $43.20 per share plus accrued dividends or may be converted into
ten shares of the Company's Common Stock prior to redemption. The
Company's lenders have agreed in principle to expand Multi-Color's
line of credit to enable the Company to borrow the funds necessary to
redeem the Series A and Series B Preferred Shares not converted.
4. Inventories:
Inventories are stated at the lower of cost (First-In-First-Out) or
market and are comprised of the following:
<TABLE>
<CAPTION>
September 30, 1999 March 31, 1999
------------------ --------------
<S> <C> <C>
Finished Goods $1,747,000 $2,391,000
Work in Process 875,000 1,098,000
Raw Materials 896,000 955,000
---------- ----------
$3,518,000 $4,444,000
========== ==========
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
Results of Operations
Three Months Ended September 30, 1999 Compared to the Thirteen Weeks Ended
September 27, 1998
Net sales increased $202,000, or 2%, in the second quarter as compared
to the same quarter of the previous year. In-mold label and prime
(paper) label sales accounted for the increase in sales.
Gross profit increased $102,000 compared to the prior year quarter due
to the increase in sales discussed above. In addition, gross profits
improved compared to the prior year due to improved efficiencies and
reductions in waste.
Selling, general, and administrative ("SG&A") expenses decreased
$850,000 as compared to the same prior year period. The decrease was
due to inclusion in the prior year of a $726,000 charge for
environmental and related matters. The remaining decrease of $124,000
is due to lower personnel and related costs.
Other expense decreased $112,000 due to the expense in the prior year
of $90,000 related to the sale of stock and issuance of stock options
below fair market value.
Interest expense decreased $15,000 as compared to the same period in
the prior year and was the result of lower average borrowings.
Net income for the period was $782,000 ($0.26 per diluted share) as
compared to a net loss of $278,000 ($0.15 per diluted share) for the
same period in the prior year as a result of higher sales and lower
SG&A expenses.
-8-
<PAGE> 9
Six Months Ended September 30, 1999 Compared to the Twenty Six Weeks Ended
September 27, 1998
Net sales increased $2.8 million or 12% in the first six months of
fiscal 2000 compared to the same period of the prior year. Volume
increases accounted for a 7% increase while new products, product mix
changes and price increases accounted for a 5% increase in sales.
Gross profit increased $948,000 or 30% over the comparable period in
the prior year. The increase in gross profit was attributable to the
sales increase, discussed above, as well as improved efficiencies and
reductions in waste.
Selling, general, and administrative expenses decreased $840,000 from
the same period of the prior year. The prior year included a $726,000
charge for environmental and related charges. The remaining decrease
is due to lower personnel and related costs.
Other income was comparable to the same period of the prior year.
Interest expense decreased $36,000 as compared to the same period in
the prior year and was the result of lower average borrowings.
Net income for the period was $1,697,000 ($0.57 per diluted share) as
compared to net income of $138,000 ($0.00 per diluted share) in the
same period of the prior year for the reasons discussed above.
Liquidity and Capital Resources
The Company is dependent on availability under its Revolving Credit
Agreement, approximately $2.7 million at September 30, 1999, and its
operations to provide for cash needs. The Company has a credit
agreement with PNC Bank, Ohio, National Association and Comerica Bank
which expires July 31, 2000. The credit agreement provides for
available borrowings under a revolving line of credit up to a maximum
of $5,000,000, subject to certain borrowing base limitations. The
credit agreement also allows $3,500,000 of capital expenditures,
including the expansion of the new facility in Scottsburg, Indiana
which was completed in September, 1999. Under the terms of the credit
agreement, the Company is subject to financial covenants including
cash flow coverage, leverage ratios and current ratios. Additionally,
the Company is prohibited from paying dividends on its outstanding
preferred stock if a specific leverage ratio is exceeded. Currently
the Company is not prohibited from paying dividends on the preferred
shares since its leverage ratio falls below the maximum. Preferred
Stock dividends of $482,000 were paid during the six months ended
September 30, 1999 including deferred dividends of $328,000.
Earnings before Interest, Taxes, Depreciation and Amortization
("EBITDA") was $3.3 million for the six months ended September 30,
1999, compared to $1.7 million for the same period in the prior year.
This substantial increase in EBITDA was due to the significant
earnings increase for the period.
Through the first six months of fiscal 2000 ended September 30, 1999,
net cash provided by operating activities was $1,650,000 compared to
net cash provided by operating activities of $2,022,000 through the
same period in the prior year. The decrease was primarily due to a
reduction in accounts payable caused by accelerating payments to
vendors to take advantage of discount terms. The Company had a
positive
-9-
<PAGE> 10
working capital position of $133,000 at September 30, 1999, compared
to a working capital deficit of $1,869,000 at September 27, 1998. At
September 30, 1999, the Company was in compliance with its loan
covenants and current in its principal and interest payments on all
debt.
The Company completed the sale/leaseback of its facilities in
Scottsburg, Indiana on September 13, 1999. The sales price was $1.9
million and resulted in no gain or loss. In connection with the
transaction the Company recorded a $4.25 million capital lease asset
and a corresponding capital lease obligation.
The $1.9 million proceeds were deposited in the Sinking Fund to be
used to pay down the Industrial Revenue Bonds in November, 1999.
During fiscal 2000, the Company has no scheduled material principal
payments under any of its debt obligations. Debt service requirements,
representing sinking fund deposits for repayment of the IRB as
required by the Company's loan agreement, for fiscal 2000 are expected
to be approximately $850,000. The Company intends to make capital
expenditures other than those in connection with the expansion of its
Scottsburg facility of approximately $2,000,000 during fiscal 2000.
The Company believes that cash flow from operations and availability
under the revolving line of credit are sufficient to meet its capital
requirements and debt service requirements for the next twelve months.
From time to time the Company has reviewed potential acquisitions of
businesses. While the Company has no present commitments to acquire
any businesses, such an acquisition may require the Company to issue
additional equity or incur additional debt.
On October 19, 1999 the Board of Directors approved the redemption of
the Series A and Series B Preferred Shares outstanding. Each Series A
Preferred Share is redeemable at $54.00 per share plus accrued
dividends or may be converted into ten shares of the Company's Common
Stock prior to redemption. Each Series B Preferred Share is redeemable
at $43.20 per share plus accrued dividends or may be converted into
ten shares of the Company's Common Stock prior to redemption. The
Company's lenders have agreed in principle to expand Multi-Color's
line of credit to enable the Company to borrow the funds necessary to
redeem the Series A and Series B Preferred Shares not converted.
Computer Systems - Year 2000 Impact
State of Readiness: The Company has implemented a Year 2000 compliance
program designed to ensure that the Company's computer systems and
applications will function properly beyond 1999. The program
implementation involves employees from all areas of the Company. The
Company believes it has identified all the systems which need testing,
including, but not limited to, its traditional information systems, as
well as those systems containing embedded chip technology, commonly
found in the Company's presses and buildings and equipment connected
with the buildings' infrastructure such as heating, refrigeration and
air conditioning systems. The majority of testing to determine if the
systems are Year 2000 compliant is complete. The majority of the
remediation phase is complete and currently in use. The remainder of
the remediation phase is projected to be completed by the end of
November, 1999. In some cases, purchased software will be the basis
for modifying non-compliant systems.
Costs: The total expected cost of the Company's Year 2000 compliance
program is projected to be less then $300,000, consisting primarily of
the installation of a new computer system and internal salaries, of
which approximately $275,000 had been spent as of September 30, 1999.
All costs are either capitalized or expensed as incurred. The Company
expects funding for the remaining costs to come from working capital.
-10-
<PAGE> 11
Risk: Although the full consequences are unknown, the failure of one
of the Company's critical systems or the failure of an outside system,
such as that of the Federal Reserve or electrical utilities, may
result in interruption of the Company's business which may result in a
materially adverse effect on the operations or financial condition of
the Company. With particular respect to raw materials purchased for
processing from the Company's key vendors, the Company does not expect
that any vendor's or small group of vendor's Year 2000 problems would
have a long-term negative effect on the Company since the Company does
not believe that any of its competitors would be in a position to sell
competitive products either. Notwithstanding the foregoing, the loss
of revenue for an extended period of time would likely have a
materially adverse effect on the Company. The Company has contacted
its significant customers and vendors with respect to their ability to
comply with the Year 2000. Despite the relative lack of problems
encountered in these discussions, the Company has no direct
confirmation or control of Year 2000 remediation efforts by its
customers and suppliers and therefore, there can be no assurance that
system failures that cause materially adverse results to customers or
vendors would not have an adverse effect on the Company. In addition,
it is not possible to estimate the ultimate effect that significant
customers and vendors Year 2000 readiness will have on the Company's
operating results.
Contingency Plans: The Company is in the process of developing
contingency plans for those areas which might be affected by the Year
2000 problems; however, there can be no assurance that a contingency
plan will exist for all situations. Further, until the Company has
received information from most of its suppliers and customers, any
contingency plan would be preliminary.
Forward Looking Statements
Certain statements contained in this report that are not historical
facts constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, and are intended to
be covered by the safe harbors created by that Act. Reliance should
not be placed on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements to differ materially from
those expressed or implied. Any forward-looking statement speaks only
as of the date made. The Company undertakes no obligation to update
any forward-looking statements to reflect events or circumstances
after the date on which they are made.
Statements concerning expected financial performance, on-going
business strategies, and possible future action which the Company
intends to pursue in order to achieve strategic objectives constitute
forward-looking information. Implementation of these strategies and
the achievement of such financial performance are each subject to
numerous conditions, uncertainties and risk factors. Factors which
could cause actual performance to differ materially from these forward
looking statements include, without limitation, factors discussed in
conjunction with a forward-looking statement; changes in general
economic conditions; the success of its significant customers;
acceptance of new product offerings; changes in business strategy or
plans; vendor and customer Year 2000 compliance; availability, terms
and development of capital; availability of raw materials; business
abilities and judgment of personnel; changes in, or the failure to
comply with, government regulations; competition; the ability to
achieve cost reductions; and increases in general interest rate
levels affecting the Company's interest costs. The Company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
-11-
<PAGE> 12
Part II. Other Information
--------------------------
Item 1 Legal Proceedings - None
Item 2 Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders - The annual
meeting of shareholders was held on August 19, 1999. At such
meeting, the shareholders voted on the following items:
1. Election of the following directors:
Gordon B. Bonfield, 2,164,985 votes for and 28,093
withheld.
Charles B. Connolly, 2,153,935 votes for and 39,143
withheld.
Francis D. Gerace, 2,166,785 votes for and 26,293 withheld.
Lorrence T. Kellar, 2,166,785 votes for and 26,293
withheld.
Burton D. Morgan, 2,150,810 votes for and 42,268 withheld.
Louis M. Perlman, 2,012,085 votes for and 180,993 withheld.
2. Approval of an amendment to the terms of the Series A
Convertible Preferred Stock and Series B Convertible
Preferred Stock (1,408,373 votes for; 397,153 votes
against; 4,395 abstentions)
3. Approval of the Company's 1999 Long-Term Incentive Plan
(1,159,077 votes for; 651,894 votes against; 5,700
abstentions)
4. Ratification of the appointment of Grant Thornton LLP as
the Company's independent public accountants for fiscal
2000. (2,189,128 votes for; 1,250 votes against; 2,700
abstentions)
5. The shareholders did not approve the proposals to: (a)
amend the Company's Articles of Incorporation, (563,366
votes for; 1,245,060 votes against; 8,245 abstentions) or
(b) amend the Company's Regulations (584,666 votes for;
1,217,210 votes against; and 8,045 abstentions)
Item 5 Other Information- None
Item 6 Exhibits and Reports on Form 8-K
(a) List of Exhibits
Exhibit Number 27 - Financial Data Schedule
(b) Reports on Form 8-K - None
-12-
<PAGE> 13
Signature
---------
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 12, 1999 By:/s/ Dawn H. Bertsche
------------------------------
Dawn H. Bertsche
Vice President-Finance,
Chief Financial Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,000
<SECURITIES> 0
<RECEIVABLES> 4,588,000
<ALLOWANCES> 0
<INVENTORY> 3,518,000
<CURRENT-ASSETS> 8,721,000
<PP&E> 32,539,000
<DEPRECIATION> 12,306,000
<TOTAL-ASSETS> 31,484,000
<CURRENT-LIABILITIES> 8,588,000
<BONDS> 9,700,000
0
2,895,000
<COMMON> 9,843,000
<OTHER-SE> (4,925,000)
<TOTAL-LIABILITY-AND-EQUITY> 31,484,000
<SALES> 12,497,000
<TOTAL-REVENUES> 12,497,000
<CGS> 10,568,000
<TOTAL-COSTS> 11,413,000
<OTHER-EXPENSES> 14,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 268,000
<INCOME-PRETAX> 802,000
<INCOME-TAX> 19,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 783,000
<EPS-BASIC> 0.31
<EPS-DILUTED> 0.26
</TABLE>
