<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 5, 2000
----------------
Multi-Color Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Ohio 0-16148 31-1125853
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
205 W. Fourth Street, Suite 1140, Cincinnati, Ohio 45202
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 513/381-1480
------------------------------
No change.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
This Amendment No.1 amends the current report on Form 8-K dated June 5, 2000 by
adding Item 7, consisting of the financial statements of Uniflex Corporation and
pro forma financial information.
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<PAGE> 2
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired:
The following historical audited financial statements are attached hereto:
Uniflex Corporation Page
------------------- ----
i. Report of Grant Thornton LLP 4
ii. Balance Sheets as of December 31, 1999 and 1998 5
iii. Statements of Income and Accumulated
Deficit for the Years ended December 31, 1999
and 1998 7
iv. Statements of Cash Flows for the years
ended December 31, 1999 and 1998 8
v. Notes to Financial Statements 9
vi. Condensed Balance Sheet as of March 31, 2000 (unaudited) 14
vii. Condensed Statement of Income for the three months
ended March 31, 2000 (unaudited) 15
(b) Pro Forma Consolidated (Unaudited) Financial Information
i. Basis of Presentation 16
ii. Pro Forma Consolidated Statements of Income Data
for the year ended March 31, 2000 17
iii. Pro Forma Consolidated Statements of Income Data
for the three months ended March 31, 2000 18
iv. Pro Forma Consolidated Balance Sheets as of
March 31, 2000 19
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<PAGE> 3
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
By: /s/ Dawn H. Bertsche
-----------------------------
Name: Dawn H. Bertsche
Title: Vice-President-Finance/CFO
Date: August 18, 2000
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<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Uniflex Corporation
We have audited the accompanying balance sheets of Uniflex Corporation as of
December 31, 1999 and 1998, and the related statements of income and accumulated
deficit and cash flows for the years 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 audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Uniflex Corporation as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States.
/s/ Grant Thornton LLP
Cincinnati, Ohio
May 19, 2000
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<PAGE> 5
UNIFLEX CORPORATION
BALANCE SHEETS
December 31,
<TABLE>
<CAPTION>
ASSETS 1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,412,423 $ 1,397,530
Accounts receivable - trade, net of allowance for
doubtful accounts of $71,446 in 1999 518,847 543,172
Inventories 624,805 771,094
Prepaid expenses 68,356 32,891
Deferred income tax asset 39,436 34,626
----------- -----------
Total current assets 2,663,867 2,779,313
PROPERTY, PLANT AND EQUIPMENT
Building -- 147,073
Leasehold improvements 349,344 349,344
Furniture and fixtures 182,579 180,005
Trucks and autos 14,099 --
Machinery and equipment 3,619,449 3,607,355
----------- -----------
4,165,471 4,283,777
Less accumulated depreciation (2,591,007) (2,332,159)
----------- -----------
1,574,464 1,951,618
Land -- 176,927
----------- -----------
1,574,464 2,128,545
DEFERRED INCOME TAX ASSET 1,699,564 188,672
OTHER ASSETS
Deposits 23,245 22,216
Other 17,338 6,997
----------- -----------
Total other assets 40,583 29,213
----------- -----------
$ 5,978,478 $ 5,125,743
=========== ===========
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' DEFICIT 1999 1998
<S> <C> <C>
CURRENT LIABILITIES
Trade accounts payable $ 111,643 $ 100,072
Trade accounts payable - shareholder 1,112,595 1,037,729
Current portion of loans payable - shareholder 600,000 1,600,000
Customer advances 14,487 14,787
Accrued liabilities:
Salaries and wages 48,148 61,373
Property, payroll and other taxes 12,742 117,292
Other 51,358 123,054
Income taxes 13,221 31,754
----------- -----------
Total current liabilities 1,964,194 3,086,061
Loans payable - shareholder, net of current portion 8,025,000 8,625,000
Other 17,338 6,997
----------- -----------
8,042,338 8,631,997
SHAREHOLDERS' DEFICIT
Common stock, no par value, 10,000 shares authorized, 300
shares issued and outstanding 300,000 300,000
Accumulated deficit (4,328,054) (6,892,315)
----------- -----------
(4,028,054) (6,592,315)
----------- -----------
$ 5,978,478 $ 5,125,743
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 7
UNIFLEX CORPORATION
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
For the years ended December 31,
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Net sales $ 7,854,402 $ 9,218,333
Cost of sales 5,459,007 6,729,243
----------- -----------
Gross profit 2,395,395 2,489,090
Selling, general and administrative expenses 1,210,604 1,003,403
----------- -----------
Income from operations 1,184,791 1,485,687
Other income (expense)
Interest income 55,389 43,762
Interest expense (210,217) (248,242)
Rental income -- 17,400
Gain (loss) from disposition of property, plant and equipment 15,842 (2,256)
Other income 30,093 63,756
----------- -----------
(108,893) (125,580)
----------- -----------
Earnings before income taxes 1,075,898 1,360,107
Income tax expense (benefit)
Current 27,339 30,872
Deferred (1,515,702) (202,255)
----------- -----------
(1,488,363) (171,383)
----------- -----------
NET INCOME 2,564,261 1,531,490
ACCUMULATED DEFICIT at beginning of year (6,892,315) (8,423,805)
----------- -----------
ACCUMULATED DEFICIT at end of year $(4,328,054) $(6,892,315)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 8
UNIFLEX CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31,
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income $ 2,564,261 $ 1,531,490
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 285,449 324,562
(Gain) loss on disposal of property, plant and equipment (15,842) 2,256
Changes in assets and liabilities:
Accounts receivable 24,325 168,735
Prepaid expenses and deposits (36,494) 43,511
Inventories 146,289 434,106
Customer advances (300) 12,539
Accounts payable 86,437 (346,197)
Accrued liabilities (208,004) 42,559
Income taxes (1,515,702) (203,937)
----------- -----------
Net cash provided by operating activities 1,330,419 2,009,624
Cash flows provided by (used in) investing activities:
Acquisition of property and equipment (35,894) (478,164)
Proceeds from sale of property, plant and equipment 320,368 -
----------- -----------
Net cash provided by (used in) investing activities 284,474 (478,164)
Cash flows used in financing activities:
Repayment of loans payable - shareholder (1,600,000) (908,729)
Repayments under capital lease obligations -- (21,021)
----------- -----------
Net cash used in financing activities (1,600,000) (929,750)
----------- -----------
Net increase in cash 14,893 601,710
Cash and cash equivalents at beginning of year 1,397,530 795,820
----------- -----------
Cash and cash equivalents at end of year $ 1,412,423 $ 1,397,530
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 210,217 $ 248,242
=========== ===========
Cash paid for income taxes $ 59,347 $ 800
=========== ===========
1997 deposit on equipment placed into service in 1998 $ -- $ 286,860
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-8-
<PAGE> 9
UNIFLEX CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Uniflex Corporation (the "Company"), which is majority-owned by Meiwa
Corporation and its affiliate (Ryosei Plastic Industries Co., Ltd.),
manufactures heat shrink labels and bands for use by consumer-goods
manufacturers throughout the United States and Canada. The Company is
headquartered in California and its manufacturing facility is in Las Vegas,
Nevada.
1. Cash and cash equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash
and money market accounts. The money market funds, which aggregated
$1,243,588 at December 31, 1999, are kept in an account that is not insured
by the Federal government. Other cash balances are deposited in accounts
that are insured by the FDIC up to $100,000. The amount of funds in excess
of these insured amounts was $38,544 at December 31, 1999.
2. Inventories
Inventories are stated at the lower of acquisition cost determined on a
first-in, first-out basis or market.
3. Depreciation and amortization
Depreciation is computed over the estimated useful life of assets using the
straight-line method for financial reporting purposes, and the modified
accelerated cost recovery method and the straight-line method for income tax
purposes. Leasehold improvements are amortized over the service lives of the
improvements or the lives of the respective leases, whichever is shorter.
4. Income taxes
The Company reports its income taxes according to Statement of Financial
Accounting Standards (FAS) 109. FAS 109 requires that different rules under
financial reporting and tax filing should be accounted for on the financial
statements. Temporary differences are to be accounted for as deferred tax
assets or liabilities.
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<PAGE> 10
UNIFLEX CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. 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.
NOTE B - INVENTORIES
A summary of inventories, by major classification, at December 31, is as
follows:
1999 1998
Raw materials $237,178 $439,660
Work in process 88,912 72,233
Finished goods 176,468 171,647
Goods in transit 122,247 87,554
-------- --------
Total $624,805 $771,094
======== ========
NOTE C - RELATED PARTY TRANSACTIONS
Meiwa Corporation (shareholder) - During 1999 and 1998, the Company
purchased films and other items from Meiwa totaling $1,913,641 and
$2,046,607, respectively. Total amounts payable to Meiwa Corporation as of
December 31, 1999 and 1998 were $1,112,595 and $1,037,729, respectively.
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<PAGE> 11
UNIFLEX CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE C - RELATED PARTY TRANSACTIONS (continued)
Loans payable - shareholder consists of the following at December 31,
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Amounts due to Meiwa under various loan agreements with
interest rates ranging from 2.25% to 3.63% per annum, and
maturity at various dates through March 2006. $8,625,000 $10,225,000
Less current maturities (600,000) (1,600,000)
---------- -----------
$8,025,000 $ 8,625,000
========== ===========
</TABLE>
The portion payable after one year at December 31, 1999 matures as follows:
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
2001 $3,181,953
2002 1,500,000
2003 1,275,000
2004 900,000
2005 and thereafter 1,168,047
----------
$8,025,000
==========
</TABLE>
Ryosei Plastic Industries Co., Ltd. (shareholder) - The Company receives
technical and production assistance from Ryosei Plastic Industries Co., Ltd.
Fees of $50,000 for such services were recorded for 1999 and 1998. Total
amounts payable to Ryosei Plastic Industries, Co., Ltd. as of December 31,
1999 and 1998 of $8,610 and $8,703, respectively, are included in accrued
liabilities on the balance sheets.
NOTE D - INCOME TAXES
As of December 31, 1999 and 1998, the Company had gross deferred tax assets
of $1,942,086 and $449,530, respectively, and gross deferred tax liabilities
of $203,086 and $226,232, respectively. As of December 31, 1999 and 1998,
the Company had net operating loss carryforwards of approximately $5,600,000
and $6,700,000, respectively that can be used to reduce future taxable
income and income taxes. Expiration dates
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<PAGE> 12
UNIFLEX CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE D - INCOME TAXES (continued)
of these losses range from year 2002 to 2010. Deferred tax assets result
primarily from temporary differences in accrued vacation, allowance for
doubtful accounts, and tax benefit from net operating loss carryforwards,
offset by a deferred tax liability resulting from temporary differences in
accumulated deprecation for financial and tax purposes. The valuation
allowance to reduce the tax asset related to the net operating loss
carryforward benefit was reduced to approximately $1,850,000 at December 31,
1998. At that time, it was not considered likely that the Company would
realize enough profit to utilize all the benefit before its expiration. At
December 31, 1999, the entire valuation allowance was removed as it became
more likely than not that the Company would realize enough profit to utilize
all the benefit before its expiration. The reductions to the valuation
allowance in 1999 and 1998 resulted in a tax benefit for those years.
NOTE E - COMMITMENT
The Company leased its manufacturing facility in Las Vegas, Nevada under a
twelve-year, non-cancelable operating lease that expired in April 2000. The
Company has renewed this lease for an additional three years. The lease is
guaranteed by Meiwa Corporation. The Company also leases a sales office in
Anaheim Hills, California. The lease expires in February 2002. The Company
also leases various office equipment under operating leases expiring at
various dates through June 2002.
Approximate future minimum lease payments for the remaining terms of the
leases are as follows:
December 31,
2000 $287,798
2001 291,003
2002 237,894
2003 75,781
--------
$892,476
========
Rent expense for 1999 and 1998 was $323,734 and $304,662, respectively.
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<PAGE> 13
UNIFLEX CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE F - SIGNIFICANT CUSTOMERS
The Company had sales to three customers, which represented 74% of net sales
in 1999. The Company had sales to four customers, which represented 70% of
net sales in 1998.
NOTE G - NON-QUALIFIED RETIREMENT PLAN
The Company provides a non-qualified retirement plan. The plan is funded
through the purchase of life insurance policies and investment portfolios to
pay certain key personnel compensation upon death, disability or retirement.
The Company contributes 3% of each participant's gross wages to the plan.
Participants are fully vested upon 5 years of service with the Company.
Contributions approximated $10,000 for 1999 and 1998. The net cash surrender
value of the life insurance policies and value of the investments was
$17,338 and $6,997 at December 31, 1999 and 1998, respectively. All
participants were fully vested at December 31, 1999 and 1998; accordingly, a
liability for the same amount has been recorded at December 31, 1999 and
1998.
Taxes on the compensation will be paid by the Company when employment is
terminated.
NOTE H - PENDING SALE OF THE COMPANY
In 1999, a letter of intent was signed whereby Multi-Color Corporation would
purchase substantially all of the assets of and assume certain liabilities
of the Company. The closing is expected to occur in June 2000.
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<PAGE> 14
UNFILEX CORPORATION
CONDENSED BALANCE SHEET AS OF MARCH 31, 2000 (UNAUDITED)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,411,659
Accounts receivable, net 1,166,249
Inventory 702,779
Prepaid expenses 50,565
Deferred Tax asset 39,436
-----------
Total current assets 3,370,688
PROPERTY AND EQUIPMENT, net 1,513,889
DEFERRED TAX ASSET 1,530,018
OTHER 60,092
-----------
TOTAL ASSETS $ 6,474,687
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Current portion of loans payable - shareholder $ 600,000
Accounts payable 194,413
Accounts payable, related parties 1,425,851
Accrued liabilites 129,773
-----------
Total current liabilities 2,350,037
LOAN PAYABLE - SHAREHOLDER, net of current portion 7,875,000
OTHER 10,000
SHAREHOLDER'S DEFICIT
Common stock, no par value, 10,000 shares authorized,
300 shares issued and outstanding 300,000
Accumulated deficit (4,060,350)
-----------
Total shareholder's deficit (3,760,350)
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 6,474,687
===========
</TABLE>
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<PAGE> 15
UNIFLEX CORPORATION
CONDENSED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
NET SALES $2,297,300
COST OF GOODS SOLD 1,463,398
----------
Gross profit 833,902
SELLING, GENERAL AND ADMINISTRATIVE 328,420
----------
Operating income 505,482
INTEREST EXPENSE 78,424
OTHER EXPENSE (INCOME) (19,115)
----------
Income before taxes 446,173
INCOME TAX EXPENSE 178,469
----------
NET INCOME $ 267,704
==========
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<PAGE> 16
BASIS OF PRESENTATION
PRO FORMA CONSOLIDATED (UNAUDITED) FINANCIAL INFORMATION
Pro forma consolidated statement of operations data and other data for
the year ended March 31, 2000 and for the three months ended March 31, 2000
include the completed acquisition of Uniflex Corporation by Multi-Color
Corporation as if this event had occurred at the beginning of the respective
periods.
The pro forma consolidated balance sheet as of March 31, 2000 gives
effect to the acquisition of Uniflex Corporation as if this event had occurred
on March 31, 2000.
The acquisition is accounted for using the purchase method of
accounting. The total costs of such acquisition is allocated to the tangible and
intangible assets acquired and liabilities assumed based upon their respective
fair values. The allocation of the purchase price included in the pro forma
financial statements is preliminary. We do not expect that the final allocation
of the purchase price will significantly differ from the preliminary allocation.
The pro forma adjustments are based upon available information and upon
certain assumptions that we believe are reasonable. The pro forma consolidated
financial information should be read in conjunction with Uniflex Corporation's
financial statements and notes thereto and Multi-Color Corporation's financial
statements and notes thereto included in the reports on Form 10-K. The pro forma
consolidated financial information is not necessarily indicative of what our
results of operations would have been had the acquisition been completed as of
the beginning of the periods presented or of our future results of operations.
The periods presented conform to the fiscal year of Multi-Color
Corporation. The pro forma information for the year ended March 31, 2000 and the
three months ended March 31, 2000 both include results of Multi-Color
Corporation for the three months ended March 31, 2000. The subsequent quarter
end period for Multi-Color Corporation (June 30, 2000) was not used as the
interim period for pro forma information as this date is subsequent to the date
of acquisition of Uniflex Corporation.
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<PAGE> 17
MULTI COLOR CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME DATA (UNAUDITED)
FOR THE YEAR ENDED:
<TABLE>
<CAPTION>
Multi-Color Uniflex
Corporation Corporation
March 31, 2000 December 31, 1999 Adjustments Pro Forma
-------------- ----------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 53,331,400 $ 7,854,402 $ -- $61,185,802
Cost of goods sold 44,317,301 5,459,007 (166,481) (A) 49,609,827
------------ ------------ --------- ------------
GROSS PROFIT (LOSS) 9,014,099 2,395,395 166,481 11,575,975
Selling, general and administrative 4,733,696 1,210,604 344,376 (B) 6,288,676
------------ ------------ --------- ------------
OPERATING INCOME (LOSS) 4,280,403 1,184,791 (177,895) 5,287,299
Interest Expense 1,300,212 210,217 435,623 (C) 1,946,052
Minority interest in losses of subsidiary -- -- -- --
Other (Income) (92,457) (101,324) -- (193,781)
------------ ------------ --------- ------------
INCOME (LOSS) BEFORE INCOME TAXES 3,072,648 1,075,898 (613,518) 3,535,028
Income Taxes (benefit) (2,553,129) (1,488,363) -- (4,041,492)
------------ ------------ --------- ------------
NET INCOME (LOSS) $ 5,625,777 $ 2,564,261 $(613,518) $ 7,576,520
============ ============ ========= ============
Preferred stock dividends 176,569 -- -- 176,569
------------ ------------ --------- ------------
Net income (loss) applicable to common shares $ 5,449,208 $ 2,564,261 $(613,518) $ 7,399,951
============ ============ ========= ============
</TABLE>
Footnotes:
(A) To reduce depreciation expense resulting from the purchase accounting
treatment of the acquisition.
(B) Amortization expense relating to Goodwill and an amount recorded for a
non-compete agreement resulting from the purchase accounting treatment of
the acquisition.
(C) To increase interest expense as a result of the debt incurred to complete
the acquisition.
-17-
<PAGE> 18
MULTI COLOR CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME DATA (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000:
<TABLE>
<CAPTION>
MULTI-COLOR UNIFLEX
CORPORATION CORPORATION ADJUSTMENTS PRO FORMA
----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $13,959,697 $2,297,300 $ -- $16,256,997
Cost of goods sold 11,225,581 1,463,398 (13,747) (A) 12,675,232
----------- ---------- --------- ------------
GROSS PROFIT (LOSS) 2,734,116 833,902 13,747 3,581,765
Selling, general and administrative 2,043,325 328,420 28,698 (B) 2,400,443
----------- ---------- --------- ------------
OPERATING INCOME (LOSS) 690,791 505,482 (14,951) 1,181,322
Interest Expense 409,586 78,424 83,036 (C) 571,046
Minority interest in losses of subsidiary -- -- -- --
Other (Income) (10,472) (19,115) -- (29,587)
----------- ---------- --------- ------------
INCOME (LOSS) BEFORE INCOME TAXES 291,677 446,173 (97,987) 639,863
Income Taxes (benefit) (2,617,146) 178,469 -- (2,438,677)
----------- ---------- --------- ------------
NET INCOME (LOSS) $ 2,908,823 $ 267,704 $ (97,987) $ 3,078,540
=========== ========== ========= ============
</TABLE>
Footnotes:
(A) To reduce depreciation expense resulting from the purchase accounting
treatment of the acquisition.
(B) Amortization expense relating to Goodwill and an amount recorded for a
non-compete agreement resulting from the purchase accounting treatment of
the acquisition.
(C) To increase interest expense as a result of the debt incurred to complete
the acquisition.
-18-
<PAGE> 19
MULTI COLOR CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
MULTI-COLOR UNIFLEX
CORPORATION CORPORATION
MARCH 31, 2000 DECEMBER 31, 1999 ADJUSTMENTS PRO FORMA
-------------- ----------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,066 $ 1,412,423 $ (1,412,423) (B) $ 2,066
Accounts receivable, net 5,050,549 518,847 -- 5,569,396
Inventories 4,720,982 624,805 (95,172) (A) 5,250,615
Deferred tax asset 447,772 39,436 (39,436) (B) 447,772
Prepaid expenses and other 102,213 68,356 -- 170,569
------------ ------------ ------------ ------------
Total current assets 10,323,582 2,663,867 (1,547,031) 11,440,418
PROPERTY, PLANT AND EQUIPMENT, net 24,148,042 1,574,464 33,605 (A) 25,756,111
GOODWILL AND OTHER INTANGIBLES, net 70,855 -- 4,637,473 (A) 4,708,328
SINKING FUND DEPOSITS 426,256 -- -- 426,256
DEFERRED TAX ASSET 2,128,170 1,699,564 (1,699,564) (B) 2,128,170
OTHER 54,570 40,583 (17,338) (B) 77,815
------------ ------------ ------------ ------------
Total assets $ 37,151,475 $ 5,978,478 $ 1,407,145 $ 44,537,098
============ ============ ============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Revolving bank loan $ 3,455,412 $ -- $ (800,000) (A) $ 2,655,412
Current portion of long-term debt 1,519,012 600,000 (600,000) (B) 2,239,012
720,000 (A)
Current portion of capital lease obligations 168,972 -- -- 168,972
Accounts payable 3,650,083 111,643 -- 3,761,726
Accounts payable, related party -- 1,112,595 (965,350) (B) 147,245
Accrued liabilities 1,811,048 139,956 (13,221) (B) 1,937,783
------------ ------------ ------------ ------------
Total current liabilities 10,604,527 1,964,194 (1,658,571) 10,910,150
LONG-TERM DEBT, excluding current portion 12,996,608 8,025,000 (8,025,000) (B) 20,076,608
6,480,000 (A)
600,000 (A)
CAPITAL LEASE OBLIGATIONS, excluding current portion 4,295,480 -- -- 4,295,480
DEFERRED COMPENSATION 118,999 -- -- 118,999
OTHER -- 17,338 (17,338) (B) --
------------ ------------ ------------ ------------
Total liabilities 28,015,614 10,006,532 (2,620,909) 35,401,237
SHAREHOLDERS' INVESTMENT
Common stock, no par value 244,764 300,000 (300,000) (B) 244,764
Paid -in capital 9,977,860 -- -- 9,977,860
Treasury stock, at cost (51,142) -- -- (51,142)
Accumulated deficit (1,035,621) (4,328,054) 4,328,054 (B) (1,035,621)
------------ ------------ ------------ ------------
Total shareholders' investment 9,135,861 (4,028,054) 4,028,054 9,135,861
------------ ------------ ------------ ------------
Total liabilities and shareholders' investment $ 37,151,475 $ 5,978,478 $ 1,407,145 $ 44,537,098
============ ============ ============ ============
</TABLE>
Footnotes:
(A) To record the allocation of the purchase price and the additional debt
incurred to complete the acquisition. This acquisition is recorded using
the purchase method of accounting.
(B) To remove assets and liabilities not acquired or assumed by Multi-Color
Corporation.
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