<PAGE>
FINAL DRAFT 11/11/96
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission file number 33-76892
MAIL-WELL I CORPORATION
(Exact name of Registrant as specified in its charter.)
DELAWARE 84-1250534
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
23 INVERNESS WAY EAST, ENGLEWOOD, CO 80112
(Address of principal executive offices) (Zip Code)
303-790-8023
(Registrant's telephone number, including area code)
Indicate by checkmark 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 [_]
As of November 1, 1996 the Registrant had 1,000 shares of Common Stock, $0.01
par value, outstanding.
- --------------------------------------------------------------------------------
1
<PAGE>
MAIL-WELL I CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited consolidated balance sheets 3
Unaudited consolidated statements of operations 4
Unaudited consolidated statements of cash flows 5
Notes to unaudited consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART I- OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in securities 19
Item 3. Defaults upon Senior Securities 19
Item 4. Submission of matters to a Vote of Securities Holders 19
Item 5. Other information 19
Item 6. Exhibits and Reports on Form 8-K 19
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAIL-WELL I CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Receivables, net $106,776 $ 95,550
Accounts receivable - other 4,357 3,770
Income tax receivable, net 1,236 -
Inventories 68,357 67,598
Deferred tax asset 3,851 3,846
Other current assets 2,706 1,264
-------- --------
Total current assets 187,283 172,028
RECEIVABLE FROM PARENT 1,292 3,933
PROPERTY, PLANT AND EQUIPMENT - NET 197,494 205,096
DEFERRED FINANCING COSTS - NET 13,422 15,897
GOODWILL - NET 116,658 101,026
OTHER ASSETS - NET 3,545 3,859
-------- --------
TOTAL $519,694 $501,839
======== ========
CURRENT LIABILITIES
Accounts payable $ 37,249 $ 31,783
Accrued compensation and vacation 21,894 20,216
Accrued interest 1,309 4,497
Other current liabilities 24,410 18,513
Current portion of long-term debt and capital leases 15,617 11,523
-------- --------
Total current liabilities 100,479 86,532
CAPITAL LEASES 3,052 3,399
BANK BORROWINGS 197,565 207,482
SUBORDINATED NOTES 85,000 85,000
DEFERRED INCOME TAXES 17,586 14,853
OTHER LONG TERM LIABILITIES 538 1,512
-------- --------
Total liabilities 404,220 398,778
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; 1,000 shares
authorized, issued and outstanding 1 1
Paid-in capital 92,065 91,575
Unearned ESOP compensation (3,130) (3,530)
Retained earnings 26,751 15,246
Cumulative foreign currency translation adjustment (2) (20)
Pension liability adjustment (211) (211)
-------- --------
Total stockholders' equity 115,474 103,061
-------- --------
TOTAL $519,694 $501,839
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
MAIL-WELL I CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
1996 1995 1996 1995
------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
NET SALES $200,487 $160,836 $579,322 $414,673
COST OF SALES:
Materials 87,883 81,634 263,287 204,351
Labor and other 56,303 44,466 158,433 114,936
Manufacturing 10,570 5,845 31,607 16,675
Depreciation 3,971 2,928 11,450 6,814
Waste recovery (2,174) (4,852) (6,465) (16,105)
-------- -------- -------- --------
Total cost of sales 156,553 130,021 458,312 326,671
GROSS PROFIT 43,934 30,815 121,010 88,002
OTHER OPERATING COSTS
Selling 13,678 10,473 41,339 27,198
Administrative 11,941 9,406 32,028 26,453
Loss on disposal of assets 112 - 711 -
Amortization 1,095 756 3,022 1,879
-------- -------- -------- --------
Total other operating costs 26,826 20,635 77,100 55,530
OPERATING INCOME 17,108 10,180 43,910 32,472
OTHER EXPENSE
Interest expense - debt 7,036 6,708 21,181 18,055
Interest expense - amortization
of deferred financing costs 1,315 690 2,795 1,637
Other expense (income) 1 (988) (22) (790)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 8,756 3,770 19,956 13,570
PROVISION (BENEFIT) FOR INCOME TAXES
Current 2,292 2,604 5,718 4,560
Deferred 1,389 (469) 2,733 1,900
-------- -------- -------- --------
NET INCOME $ 5,075 $ 1,635 $ 11,505 $ 7,110
======== ======== ======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE>
MAIL-WELL I CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1995
---------------- ---------------
<S> <C> <C>
CASH FLOW PROVIDED BY (USED IN) OPERATIONS:
Net income $ 11,505 $ 7,110
Adjustments to reconcile net income (loss) to cash provided by
(used in) operations:
Depreciation 11,450 6,814
Amortization 5,817 3,516
Deferred tax provision 2,733 2,900
Loss on disposal of assets 711 -
ESOP compensation expense 1,089 822
Foreign currency gain - 78
Debt issuance costs - (3,333)
Other (659) -
Change in operating assets and liabilities:
Receivables (6,992) (13,813)
Inventories 14,662 2,679
Accounts payable 1,996 (8,068)
Accrued interest (3,189) 1,255
Current income taxes 4,219 2,119
Other working capital (541) 35,397
Accrued pension, current and long term (367) 332
Other assets and other long-term liabilities (690) 883
--------- ---------
Net cash provided by operating activities 41,744 38,691
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Quality (27,560) -
Acquisition of Supremex - (52,028)
Acquisition of GAC - (35,866)
Investment by Parent - 44,000
Loan to ESOP - (450)
Capital expenditures (7,902) (6,278)
Proceeds from sale of property, plant and equipment 2,630 -
Purchase of marketable securities - (23,025)
Maturity of temporary cash investments 250 -
--------- ---------
Net cash used in investing activities (32,582) (73,647)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdrafts (2,161) 4,286
Proceeds from long-term debt 126,291 175,363
Repayments of long-term debt (132,745) (144,418)
Repayments of capital lease obligations (460) -
Other - (250)
Equity issuance costs - (25)
--------- ---------
Net cash (used in) provided by financing activities (9,075) 34,956
EFFECT OF EXCHANGE RATE CHANGES ON CASH (87) 0
--------- ---------
INCREASE (DECREASE) IN CASH - -
--------- ---------
BALANCE AT BEGINNING OF PERIOD - -
--------- ---------
BALANCE AT END OF PERIOD $ 0 $ 0
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 24,369 $ 18,406
Cash paid for taxes 4,731 1,796
Issuance of common stock for compensation 51 -
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE>
MAIL-WELL I CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
NATURE OF OPERATIONS - Mail-Well I Corporation ("M-W Corp." or the
"Company") is the largest printer and manufacturer of envelopes in the
United States and Canada competing primarily in the consumer direct market
segment of the envelope printing industry in which envelopes are designed
and manufactured to customer specifications. The Company is also a leading
high impact color printer specializing in printing advertising literature,
high-end catalogs and annual reports and is recognized as an innovative
provider of quality printed products to leading companies in the United
States. Mail-Well, Inc. (the "Parent") owns 100% of the Company's common
stock.
On July 31, 1995, M-W Corp., acquired all of the outstanding shares of
common stock of Supremex, Inc. ("Supremex") a Canadian printer and
manufacturer of envelopes (the "Supremex Acquisition"). On August 25,
1995, M-W Corp. acquired all of the outstanding shares of common stock of
Graphic Arts Center, Inc. ("GAC"), one of the leading high impact color
printers in the United States (the "GAC Acquisition").
In April 1996, M-W Corp. acquired substantially all of the assets of
Quality Park Products, Inc. ("Quality"), a printer and manufacturer of
envelopes (the "Quality Acquisition"). The total consideration for the
Quality Acquisition was approximately $27.6 million. The Quality
Acquisition was financed by amending and restating the current bank credit
agreement to add $20,000,000 in term loans to the current facility and to
allow the use of funds from the revolver facilities to finance the
remainder of the Quality Acquisition.
The Supremex Acquisition, GAC Acquisition and Quality Acquisition were
accounted for as purchases and accordingly, the net purchase prices were
allocated to the various purchased assets according to their fair value at
the date of purchase.
The following table presents the unaudited pro forma results of operations
as if the Supremex Acquisition and the GAC Acquisition had occurred on
January 1, 1994 and the Quality Acquisition (collectively, the
"Acquisitions") had occurred on January 1, 1995. As these Acquisitions were
accounted for as purchases, their results of operations are included in the
Company's statements of operations from the dates of the respective
acquisitions. The summary pro forma results are based on assumptions and
are not necessarily indicative of the results which would have occurred had
the Acquisitions actually taken place on the dates specified above, or of
the future results of operations of the Company.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1995
---- ----
<S> <C> <C>
Net sales $602.6 $637.2
Net income $ 12.6 $ 11.6
</TABLE>
6
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements for all
periods presented include the accounts of the Company and its subsidiaries.
All significant intercompany accounts and transactions have been
eliminated.
CASH - Cash is managed using zero balance bank accounts.
INTERIM FINANCIAL INFORMATION - The financial information contained herein
is unaudited and includes all normal and recurring adjustments which, in
the opinion of management, are necessary to present fairly the information
set forth. The consolidated financial statements should be read in
conjunction with the Notes to the Consolidated Financial Statements which
are included in the Company's Form 10-K. The results for interim periods
are not necessarily indicative of results to be expected for the fiscal
year of the Company ending December 31, 1996. The Company believes that
the report filed on Form 10-Q is representative of its financial position,
its results of operations and its cash flow for the quarters and periods
ended September 30, 1996 and 1995.
FISCAL PERIOD - Each fiscal quarter includes thirteen weeks. The Company's
third fiscal quarter ends on the last Saturday in September. For
presentation purposes, however, the fiscal quarter is presented as if it
ended on September 30, 1996.
INVENTORIES - Inventories are valued at the lower of first-in, first-out
("FIFO") cost or market and include the cost of materials, labor and
manufacturing overhead.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is recorded
at cost. Replacements of major units of property are capitalized and the
replaced properties are retired. Replacements of minor units of property
and repair and maintenance costs are charged to expense as incurred.
INCOME TAXES - The provision for income taxes is based on income recognized
for financial statement purposes and includes the effects of temporary
differences between such income and that recognized for tax return
purposes.
EMPLOYEE STOCK OWNERSHIP PLAN - Unearned ESOP compensation balance is
presented in the accompanying financial statements as a reduction of
equity. As the ESOP shares are allocated to participants, the unearned
ESOP compensation balance will decrease and compensation expense will be
recorded.
FOREIGN CURRENCY TRANSLATION - The balance sheet of Supremex is translated
from Canadian dollars, the functional currency of Supremex, to U.S. dollars
at the period end rates of exchange. Results of operations are translated
at average rates prevailing during the period. The effects of translation
at the balance sheet date are accumulated as the cumulative foreign
currency translation adjustment in stockholders' equity.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
RECLASSIFICATION - Certain amounts in the 1995 financial statements have
been reclassified to conform to 1996 presentation.
7
<PAGE>
3. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (IN THOUSANDS)
Inventories:
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
<S> <C> <C>
Raw materials $ 26,951 $ 28,344
Work in process 6,348 11,544
Finished goods 37,682 29,851
Reserve for obsolescence and loss (2,177) (1,694)
Reserve for LIFO (447) (447)
-------- --------
Total $ 68,357 $ 67,598
======== ========
</TABLE>
PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
<S> <C> <C>
Land and land improvements $ 10,955 $ 10,357
Buildings 43,349 46,860
Leasehold improvements 5,110 2,177
Machinery and equipment 144,323 143,843
Furniture and fixtures 2,726 3,574
Automobiles and trucks 590 468
Computers and software 7,617 6,987
Construction in progress 5,762 4,503
-------- --------
220,432 218,769
Less accumulated depreciation (22,938) (13,673)
-------- --------
Total $197,494 $205,096
======== ========
</TABLE>
8
<PAGE>
4. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
<S> <C> <C>
Bank Borrowings:
Revolving Credit Loans $ 40,998 $ 58,159
Term Loans 171,331 160,228
Other 234 -
Subordinated Notes 85,000 85,000
-------- --------
297,563 303,387
Less current maturities (14,998) (10,905)
-------- --------
Long-term debt $282,565 $292,482
======== ========
</TABLE>
The bank credit agreement of the Company now provides for $171.3 million in
term loans and $90.0 million of revolving credit loans as well as Canadian
$20.0 million of revolving credit loans. Borrowings under the bank credit
agreement are collateralized by substantially all assets of the Company.
At September 30, 1996, M-W Corp. had interest rate cap agreements in place
for a notional value of $55,000,000. Agreements for a notional value of
$20,000,000 provide an effective LIBOR interest rate cap of 8.5% and
expire May 16, 1997; agreements for a notional value of $35,000,000 provide
an effective LIBOR interest rate cap of 9.0% and expire March 31, 1997.
At September 30, 1996, M-W Corp. had an outstanding currency rate swap
agreement with a notional amount of $46.0 million which involves the
exchange of floating rate U.S. dollar denominated debt for floating rate
Canadian dollar denominated debt at a contracted exchange rate. At
September 30, 1996, M-W Corp. has recorded a receivable of $10,000 related
to this agreement. This amount represents the difference between the
quarter end exchange rate and the fixed exchange rate multiplied by the
notional amount of the contract.
5. SUBSEQUENT EVENTS
PENDING ACQUISITIONS - In June 1996, the Company announced that Supremex
had signed a letter of intent to acquire substantially all of the Canadian
assets of Pac National Group Products, Inc. ('PNG"), a Canadian envelope
manufacturer based in Ontario. The Bureau of Competition Policy in Canada
has issued approval for the transaction. The transaction is subject to
negotiation of a definitive acquisition agreement, due diligence and other
closing conditions and is scheduled to close in the fourth quarter of 1996.
In November 1996, the Company announced that GAC signed a purchase
agreement to acquire all the outstanding stock of Shepard Poorman
Communications, a high impact color printer located in Indianapolis,
Indiana. The transaction, which is scheduled to close in the fourth
quarter of 1996, is subject to due diligence and other closing conditions.
RENEGOTIATION OF BANK CREDIT AGREEMENT - In October 1996, the Company
announced that it had renegotiated its bank credit facilities, totaling
$333 million, with Banque Paribas, the lead agent for its syndicate of
banks. The new bank facilities consist of $233 million in senior secured
financing and equipment financing plus a $100 million receivable
securitization facility. The transaction is expected to close in the
fourth quarter of 1996.
* * * * *
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
In addition to the historical information contained herein, this report contains
forward-looking statements. The reader of this information should understand
that all such forward-looking statements are subject to various uncertainties
and risks that could affect their outcome. The Company's actual results could
differ materially from those suggested by such forward-looking statements.
Factors which could cause or contribute to such differences include, but are not
limited to, product demand and sales, growth rate, ability to obtain assumed
productivity savings, quality control, availability of acquisition opportunities
and their related costs, cost savings due to integration and synergies
associated with acquisitions, ability to obtain additional financings and bank
restructuring, interest rates, foreign currency exchange rates, paper and raw
material costs, waste paper prices, ability to pass through paper costs to
customers, postage rates, changes in the direct mail industry, competition,
ability to develop new products, labor costs and advertising costs. This entire
report should be read to put such forward-looking statements in context and to
gain a more complete understanding of the uncertainties and risks involved in
the Company's business.
OVERVIEW - The following is a brief discussion of events and industry conditions
that have affected the results of operations and financial condition of Mail-
Well I Corporation ("M-W Corp." or the "Company").
ACQUISITIONS - On July 31, 1995, the Company acquired Supremex, Inc.
("Supremex"), a Canadian printer and manufacturer of envelopes. On August 25,
1995, the Company acquired Graphic Arts Center, Inc. ("GAC"), a high impact
color printer. On April 22, 1996, the Company acquired Quality Park Products,
Inc. ("Quality"), a printer and manufacturer of envelopes.
RESULTS OF OPERATIONS
U.S. Envelope
- -------------
The following table presents historical financial data for the U.S. Envelope
operations of the Company including the operations of Quality since the date of
acquisition.
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
---------------------------- --------------------------------
1996 1995 1996 1995
---- ---- ---- ----
(dollars in thousands) $ % $ % $ % $ %
------------------------------------ ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $142,017 100.0 $129,452 100.0 $411,373 100.0 $383,289 100.0
Cost of Sales 109,471 77.1 102,502 79.2 319,919 77.8 295,265 77.0
Operating Expenses 16,325 11.5 14,688 11.3 46,682 11.3 46,051 12.0
-------- ------ -------- ------ -------- ------- -------- ------
EBITDA $ 16,221 11.4 $ 12,262 9.5 $ 44,772 10.9 $ 41,973 11.0
======== ====== ======== ====== ======== ======= ======== =====
Units Sold (in millions) 6,479 6,441 18,870 20,092
</TABLE>
QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO THE QUARTER ENDED SEPTEMBER 30,
1995
OPERATIONS OF ACQUIRED BUSINESS - Included in the results for the three and nine
months ended September 1996 are the operations of Quality since the date of
acquisition. Quality's net sales of $20.7 million for the third quarter of 1996
represents a $2.8 million decline in sales as compared to the same period in
1995. This decline was due to the loss of a major customer (which occurred prior
to the acquisition of Quality by the Company) representing $4.0 million in sales
offset by sales increases to other customers of $1.2 million. The gross margins
for Quality have improved from the prior year due to the discontinuation of
certain discounted pricing programs.
10
<PAGE>
The following discussion relates to the U.S. Envelope operations of the Company,
exclusive of Quality's operations which are discussed in the preceding
paragraph.
NET SALES - Net sales decreased 6.3% for the quarter ended September 1996
compared to September 1995. The average selling price decreased by 6.9% from the
average 1995 price, as the Company adjusted its prices in reaction to the
decline in the price of paper. Total volume for the U.S. Envelope operations
increased 0.6% to 6.5 billion units for the quarter ended September 1996 from
6.4 billion units for the quarter ended September 1995.
COST OF SALES - Cost of sales, as a percentage of sales, was 75.5% for the
quarter ended September 1996 compared to 79.2% for the same quarter in 1995
largely due to the impact of the Company's decreased cost of paper in relation
to its decreases in selling price. The favorable impact of lower paper costs on
gross margin, as a percentage of sales, was partly offset by a fall in proceeds
from the sale of waste paper and increases in other costs. Material costs,
exclusive of waste recovery revenue, were 42.1% and 47.4% of net sales for the
quarters ended September 1996 and 1995, respectively. For the quarter ended
September 1996, the average cost of 24# white wove was approximately $36.25 per
CWT versus $51.50 for the same period in 1995. Waste recovery revenue declined
from 3.7% of sales in the third quarter of 1995 to 1.6% in the third quarter of
1996, as average hard white waste prices dropped from $529 per ton for the
quarter ended September 1995 to $234 per ton for the quarter ended September
1996. Labor and other and manufacturing expenses increased to 33.4% of sales in
the third quarter of 1996 compared to 31.8% in 1995, primarily due to higher
labor costs resulting from wage, salary and benefit increases.
The Company believes that material gross margin per unit (measured on a per
thousand envelope basis) and volume of units sold are better indicators of its
revenue trends than its net sales, since historically the Company has passed on
to its customers changes in its cost of paper. When measured on a unit basis,
material gross margin increased from $10.58 per thousand units in the third
quarter of 1995 to $10.85 per thousand units in the same period in 1996. The
increase in material gross margin on a unit basis is attributable to the
Company's ability to maintain sales price in a period of declining paper prices.
The effect of lower paper prices on material gross margin was partly offset by a
decrease in proceeds from the sale of waste paper. Waste recovery revenue
declined from $0.75 per thousand units in the third quarter of 1995 to $0.30 per
thousand units in 1996 (a dollar decline of $2.9 million).
OPERATING EXPENSES - On a dollar basis, selling and administrative costs
declined $0.8 million from third quarter 1995 due to the reduction or
elimination of certain functions when businesses have been acquired. However,
operating expenses, as a percentage of sales, increased to 12.5% from 11.3%,
reflecting the Company's lower net sales caused by lower paper prices.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1995
OPERATIONS OF ACQUIRED BUSINESS - Included in the results for the nine months
ended September 1996 are the operations of Quality since the date of
acquisition. Quality's net sales of $41.1 million for the period ended September
1996 represents a $6.2 million decline in sales as compared to the same period
in 1995. This decline was due to the loss of a major customer (which occurred
prior to the acquisition of Quality by the Company) representing $7.7 million in
sales offset by sales increases to other customers of $1.5 million. The gross
margins for Quality have improved from the prior year due to the discontinuation
of certain discounted pricing programs.
The following discussion relates to the U.S. Envelope operations of the Company,
exclusive of Quality's operations which are discussed in the preceding
paragraph.
NET SALES - Net sales decreased 3.4% for the nine months ended September 1996
compared to the nine months ended September 1995. The average selling price
increased by 2.8% from $19.08 per thousand units in the first nine months of
1995 to $19.62 per thousand units in 1996. The increase was due to a
11
<PAGE>
favorable product mix and maintaining selling prices despite decreasing paper
costs. Total volume for the U.S. Envelope operations decreased 6.1% to 18.9
billion units for the period ended September 1996 from 20.1 billion units for
the period ended September 1995. Volume in 1996 was negatively impacted by lower
direct mail and merchant volume in the first half of the year combined with
adverse weather in the first quarter.
COST OF SALES - Cost of sales, as a percentage of sales, decreased from 77.0% in
the first nine months of 1995 to 76.8% in the same period for 1996. The
favorable effect of lower paper costs on gross margin was offset by decreased
proceeds from the sale of waste paper and increases in other costs as a
percentage of sales. Material costs, exclusive of waste recovery revenue, were
45.6% and 49.3% of net sales for the nine months ended September 1996 and 1995,
respectively. For the nine months ended September 1996, the average cost of 24#
white wove was approximately $38.50 per CWT versus $48.50 for the same period in
1995. Waste recovery revenue declined from 4.2% of sales in the first nine
months of 1995 to 1.6% in 1996, as hard white waste prices dropped from an
average of $561 per ton in 1995 to $234 per ton in 1996. Labor and other and
manufacturing expenses increased to 32.9% of sales in the first nine months of
1996 compared to 32.0% in the first nine months of 1995.
The Company believes that material gross margin per unit (measured on a per
thousand envelope basis) and volume of units sold are better indicators of its
trend in revenues than its net sales, since historically the Company has passed
on to its customers changes in its cost of paper. When measured on a unit basis,
material gross margin increased from $10.48 per thousand units in the first
three quarters of 1995 to $11.00 per thousand units in the same period in 1996.
The increase in material gross margin on a unit basis is attributable to the
Company's ability to maintain sales price in a period of declining paper prices.
The effect of lower paper prices on material gross margin was partly offset by a
decrease in proceeds from the sale of waste paper. Waste recovery revenue
declined from $0.80 per thousand units in the first three quarters of 1995 to
$0.32 per thousand units in 1996.
OPERATING EXPENSES - For the nine months ended September 1996, operating
expenses, as a percentage of sales, decreased to 11.9% from 12.0% compared to
the same period in 1995. The decrease is due to the reduction or elimination of
certain functions when businesses have been acquired, resulting in cost savings.
Canadian Envelope
- -----------------
The following table presents financial information with respect to the acquired
Supremex operations for the quarters and periods ended September 30, 1996 and
1995. Information for the 1995 quarter and period is derived from historical
financial statements prior to the acquisition of Supremex by the Company.
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
---------------------------- --------------------------------
1996 1995 1996 1995
---- ---- ---- ----
(dollars in thousands) $ % $ % $ % $ %
---------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $19,665 100.0 $20,672 100.0 $61,991 100.0 $63,379 100.0
Cost of Sales 13,323 67.8 13,482 65.2 42,812 69.1 43,100 68.0
Operating Expenses 2,800 14.2 3,896 18.9 8,726 14.1 10,427 16.5
------- ------- ------- ------ ------- ------ ------- -------
EBITDA $ 3,542 18.0 $ 3,294 15.9 $10,453 16.8 $ 9,852 15.5
======= ====== ======= ====== ======= ====== ======= =======
Units Sold (in millions) 1,003 1,029 3,036 3,229
</TABLE>
12
<PAGE>
QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO THE QUARTER ENDED SEPTEMBER 30,
1995
NET SALES - Net sales decreased by 4.9% for the third quarter of 1996 compared
to 1995. The units sold decreased by 2.5% compared to the same period in 1995
which is due to the weak demand in the direct mail segment of the envelope
market. The average selling price decreased by 2.4% from $20.09 per thousand
units in the third quarter of 1995 compared to $19.61 per thousand units in the
same period of 1996. The decrease in selling price is due to passing on to
customers the reduction in raw material costs as compared to the quarter ended
September 30, 1995.
COST OF SALES - Cost of sales for the third quarter of 1996 decreased by 1.2%
compared to 1995. This reduction is due to a one time inventory adjustment of
$0.7 million included in the 1995 figures. Material gross margin per thousand
units sold increased from $9.28 for the third quarter ended September 1995 to
$10.78 for the same period of 1996.
OPERATING EXPENSES - The decline in operating expenses, as a percentage of
sales, is primarily due to a reduction of professional fees and to the shutdown
of the Brantford manufacturing facility. The sales force has been reduced and
administrative responsibilities combined with other regions.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1995
NET SALES - Net sales in the nine months ended September 1996 decreased by 2.2%.
Total volume for the Canadian envelope operations decreased by 6.0% to 3.0
billion units for the nine months ended September 1996 compared to 3.2 billion
units for the same period in 1995 which is due to the weak demand in the direct
mail segment of the envelope market. The average selling price increased by 4.0%
from $19.63 per thousand units in the nine months ended September 30, 1995 to
$20.42 per thousand units in the same period of 1996. The increase was due to a
favorable product mix and passing on to customers the reduction in raw material
costs as compared to the nine months ended September 30, 1995.
COST OF SALES - Cost of sales decreased by 0.7% for the first nine months of
1996 compared to the same period in 1995. Material costs have decreased 6.0% and
this reduction is due to a one time inventory adjustment of $0.7 million
included in 1995 and to lower paper prices in 1996. Waste recovery revenue is
down from 2.5% of sales to 1.0% of sales in 1996 due to a weaker market. The
material gross margin per thousand units sold increased by 5.2% from $10.51 for
the nine months ended September 1995 to $11.06 for the same period in 1996.
OPERATING EXPENSES - For the nine months ended September 1996, operating
expenses decreased by $1.7 million from the comparable period in 1995. The
decrease is mainly the result of the shutdown of the Brantford manufacturing
facility and a reduction in professional fees.
HIGH IMPACT COLOR PRINTING
- --------------------------
The following table presents financial information with respect to the acquired
GAC operations for the quarters and periods ended September 30, 1996 and 1995.
Information for the 1995 quarter and period reflects the historical results of
GAC prior to the acquisition by the Company.
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
---------------------------- --------------------------------
1996 1995 1996 1995
---- ---- ----- ----
(dollars in thousands) $ % $ % $ % $ %
------------------------------------------ -----------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $38,805 100.0 $43,511 100.0 $105,958 100.0 $118,796 100.0
Cost of Sales 29,788 76.8 34,251 78.7 84,131 79.4 91,702 77.2
Operating Expenses 4,712 12.1 6,221 14.3 13,688 12.9 17,426 14.7
------- ----- ------- ------ -------- ------ -------- ------
EBITDA $ 4,305 11.1 $ 3,039 7.0 $ 8,139 7.7 $ 9,668 8.1
======= ===== ======= ====== ======= ====== ======== =====
</TABLE>
13
<PAGE>
NET SALES AND COST OF SALES - Net sales decreased 10.8% compared to the quarter
ended September 1995 which reflects the competitive market for printing as well
as a decline in paper prices, which inflated the prior year's sales. Paper
prices dropped to 37.8% of sales for the quarter from 42.8% for the same quarter
of the prior year. Gross margin, excluding depreciation, was 23.2% for the
quarter ended September 1996 as compared to 21.2% for the period ended September
1995. This improvement reflects lower material costs caused by the decline in
paper prices as well as improvements in production efficiency and a reduction in
fixed manufacturing costs.
OPERATING EXPENSES - Operating expenses decreased as a percentage of sales from
14.3% to 12.1% because of cost reductions which have been, and continue to be,
made which include reductions in spoilage, production supplies, employee counts
and travel and entertainment expenses.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1995
NET SALES AND COST OF SALES - Net sales decreased 10.8% compared to the nine
month period ended September 1995 which reflects the competitive market for
printing as well as a decline in paper prices, which inflated the prior year's
sales. Paper prices dropped to 38.2% of sales for the nine months from 41.1%
for the same period of the prior year. Gross margin, excluding depreciation,
was 20.6% for the nine month period ended September 1996 as compared to 22.8%
for the same period ended September 1995.
OPERATING EXPENSES - Operating expenses decreased as a percentage of sales from
14.7% to 12.9% because of cost reductions which have been, and continue to be,
made which include reductions in spoilage, production supplies, employee counts
and travel and entertainment expenses.
CORPORATE EXPENSES
- ------------------
The following table presents historical financial information for the Company
and includes the operations of Supremex, GAC and Quality from the dates of their
respective acquisitions.
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
----------------------------- -------------------------------
1996 1995 1996 1995
---- ---- ---- ----
(dollars in thousands) $ % of sales $ % of sales $ % of sales $ % of sales
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Corporate Selling
and Administrative $1,782 0.8 $1,205 0.7 $ 4,271 0.7 $ 3,615 0.9
Loss on Disposal of Assets 112 - - - 711 0.1 - -
Depreciation 3,971 2.0 2,928 1.8 11,450 2.0 6,814 1.6
Amortization 1,095 0.5 756 0.5 3,022 0.5 1,879 0.5
Interest 8,351 4.2 7,398 4.9 23,976 4.1 19,692 4.7
Other Expense (Income) 1 - (988) (0.6) (22) - (790) -
Income Taxes 3,681 1.8 2,135 1.1 8,451 1.4 6,460 1.6
</TABLE>
DEPRECIATION EXPENSE - Depreciation expense increased for the quarter and
nine months ended September 1996 compared to the quarter and year-to-date period
in the prior year due to the depreciation of the property acquired in the
acquisitions of Supremex, GAC and Quality.
AMORTIZATION EXPENSE - Amortization expense increased due to the
amortization of the intangibles acquired in the acquisitions of Supremex, GAC
and Quality.
14
<PAGE>
INTEREST EXPENSE - Interest expense increase for the quarter and nine months
ended September 1996 was the result of larger debt balances as compared to the
same period in 1995 due to the debt incurred in the acquisitions of Supremex,
GAC and Quality. Included in the interest expense amount is the amortization of
deferred financing costs. The 1995 interest amount also includes the accretion
of the discount on the deferred coupon notes which were repurchased in the
second half of 1995.
CORPORATE SELLING AND ADMINISTRATIVE EXPENSES - These expenses are those
incurred to run the corporate office of the Company. They include, primarily,
the salaries and benefits of corporate staff, investor relations, professional
fees and certain insurance policies. The increases from the same periods in
1995 represent the additional expenses incurred with resources devoted to
corporate communications with investors and acquisition activities.
LOSS ON DISPOSAL OF ASSETS - This loss primarily represents the loss on the
disposal of certain assets when consolidating the Texas facilities and
relocating the Philadelphia facility.
INCOME TAXES - The effective tax rate for the nine months ended September 1996
is 42.5% as compared to an effective tax rate of 47.3% for the nine months ended
September 1995. The effective tax rate for both periods is higher than the
federal statutory rate due to state and provincial income taxes. The rate is
less than that in the prior year due to significant tax planning including the
reorganization of the U.S. envelope divisions to minimize state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
HISTORICAL CASH FLOW - Net cash provided by operating activities was $41.7
million for the nine months ended September 30, 1996; net cash provided by
operating activities totaled $38.7 million for the nine months ended September
30, 1995. The acquisition of Quality required the use of $27.6 million of cash
of which $22.5 million was borrowed under the Company's bank credit agreement.
Other investing activities for both periods include capital expenditures of $7.9
million for 1996 and $6.3 million for 1995. The 1996 expenditures were offset
by the proceeds of $2.6 million from the sale of a manufacturing building in
Denver and the sale of equipment.
DEBT OBLIGATIONS - As of September 30, 1996, the Company had borrowed $46.6
million (including $5.6 million in letters of credit) under the revolving credit
facility of the Bank Credit Agreement. After giving effect to borrowing base
limitations, $55.2 million was available for additional borrowings. Interest
rates on the Company's bank debt ranged from 6.75% to 9.25% as of September 30,
1996. The average interest rate was 8.1%.
CAPITAL REQUIREMENTS - The Company estimates that, based on current utilization
of its existing equipment and expected demand, it will spend $15.0 to $20.0
million per year on capital expenditures exclusive of acquisitions.
EFFECTS OF INFLATION - The effects of inflation have not been material to the
Company. However, due to the competitive nature of its business, it may not
always be able to pass on inflationary cost increases in the future.
Manufacturing costs may be affected by inflation and the effects of inflation
may be experienced by the Company in future periods.
EFFECTS OF FOREIGN CURRENCY - The effects of foreign currency exchange have not
been material to the Company to date. The Company recognized a net foreign
exchange gain of $43,000 in the first nine months of 1996 which relates,
primarily, to U.S. dollar denominated debt borrowed by the Canadian subsidiary.
Term loans with a face value of $45.1 million were borrowed in U.S. dollars and
are included in the balance sheet of Supremex. Supremex entered into a currency
rate swap agreement which involves the exchange of floating U.S. dollar
denominated debt for floating rate Canadian dollar denominated debt
15
<PAGE>
at a contracted exchange rate. This swap agreement is intended to minimize the
exchange rate risk to the Company.
SEASONALITY AND ENVIRONMENTAL - The effects of seasonality and environmental
matters had no material financial impact on the historical operations of the
Company and are not expected to have an effect on the Company's liquidity and
capital resources.
ADDITIONAL FINANCIAL INFORMATION
As discussed in Note 5 to the financial statements, the Company renegotiated its
bank borrowings. The renegotiated bank borrowings would have had a significant
effect on the presentation of the financial statements. The following tables
summarize these presentation changes as if the acquisitions of American,
Supremex and GAC were completed as of January 1, 1994 and the acquisition of
Quality was completed as of January 1, 1995. The Corporate column includes
corporate and central expenses plus operating lease expenses on the bank
borrowings and another operating lease arrangement. Previously, the property,
plant and equipment was presented as owned property on which the Company
recorded depreciation and interest expense.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended March 31, 1994
- ----------------------------
<S> <C> <C> <C> <C> <C>
Sales $108.8 $18.6 $36.2 $ - $163.6
Gross Margin 22.1 5.5 8.1 (0.6) 35.1
Operating Income 2.5 2.5 1.5 (0.4) 6.1
Other Data:
Depreciation (included in Gross Margin, above) 4.8
Amortization 0.8
Interest 1.8
Discount on Sale of Receivables (0.8)
- -------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended June 30, 1994
- ---------------------------
Sales $111.9 $17.4 $27.5 $ - $156.8
Gross Margin 26.7 5.0 6.9 (0.6) 38.0
Operating Income 10.2 2.0 1.1 (1.2) 12.1
Other Data:
Depreciation (included in Gross Margin, above) 3.7
Amortization 1.0
Interest 4.5
Discount on Sale of Receivables (0.8)
- --------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- --------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30, 1994
- --------------------------------
Sales $109.7 $17.8 $35.2 $ - $162.7
Gross Margin 25.7 5.3 8.5 (0.6) 38.9
Operating Income 9.5 1.6 2.2 (1.2) 12.1
Other Data:
Depreciation (included in Gross Margin, above) 3.7
Amortization 1.1
Interest 4.3
Discount on Sale of Receivables (0.8)
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- --------------------------------------------------------------------------------------------------------------------
Quarter Ended December 31, 1994
- --------------------------------
<S> <C> <C> <C> <C> <C>
Sales $114.1 $20.7 $34.8 $ - $169.6
Gross Margin 25.5 6.8 7.4 (0.6) 39.1
Operating Income 9.6 3.2 1.7 (1.1) 13.4
Other Data:
Depreciation (included in Gross Margin, above) 3.6
Amortization 1.1
Interest 4.9
Discount on Sale of Receivables (0.8)
- -------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended March 31, 1995
- ----------------------------
Sales $148.9 $20.6 $39.3 $ - $208.8
Gross Margin 32.5 6.1 9.8 (0.6) 47.8
Operating Income 13.7 1.8 2.5 (1.8) 16.2
Other Data:
Depreciation (included in Gross Margin, above) 3.8
Amortization 1.0
Interest 6.5
Discount on Sale of Receivables (1.1)
- -------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended June 30, 1995
- ---------------------------
Sales $153.2 $22.1 $36.0 $ - $211.3
Gross Margin 32.7 7.1 8.0 (0.6) 47.2
Operating Income 14.2 3.1 1.6 (1.8) 17.1
Other Data:
Depreciation (included in Gross Margin, above) 3.8
Amortization 0.5
Interest 7.0
Discount on Sale of Receivables (1.1)
- --------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- --------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30, 1995
- --------------------------------
Sales $152.9 $20.7 $43.5 $ - $217.1
Gross Margin 29.4 6.5 9.3 (0.6) 44.6
Operating Income 11.7 2.7 1.4 (1.8) 14.0
Other Data:
Depreciation (included in Gross Margin, above) 4.1
Amortization 0.8
Interest 7.3
Discount on Sale of Receivables (1.1)
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- --------------------------------------------------------------------------------------------------------------------
Quarter Ended December 31, 1995
- --------------------------------
<S> <C> <C> <C> <C> <C>
Sales $154.2 $23.8 $30.9 $ - $208.9
Gross Margin 30.8 7.6 6.0 (0.6) 43.8
Operating Income 14.9 4.3 0.5 (1.9) 17.8
Other Data:
Depreciation (included in Gross Margin, above) 2.8
Amortization 1.0
Interest 6.7
Discount on Sale of Receivables (1.1)
- -------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended March 31, 1996
- ----------------------------
Sales $151.9 $22.2 $42.9 $ - $217.0
Gross Margin 31.9 6.4 6.9 (0.6) 44.6
Operating Income 12.7 3.0 0.9 (1.1) 15.1
Other Data:
Depreciation (included in Gross Margin, above) 3.5
Amortization 1.9
Interest 6.3
Discount on Sale of Receivables (1.1)
- -------------------------------------------------------------------------------------------------------------------
US Ca nadian High Impact
Envelope Envelope Color Printing Corporate Total
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended June 30, 1996
- ---------------------------
Sales $140.7 $20.2 $24.2 $ - $185.1
Gross Margin 31.0 6.5 5.9 (0.6) 42.8
Operating Income 12.6 3.1 0.8 (1.4) 15.1
Other Data:
Depreciation (included in Gross Margin, above) 3.5
Amortization 1.0
Interest 6.6
Discount on Sale of Receivables (1.1)
- --------------------------------------------------------------------------------------------------------------------
US Canadian High Impact
Envelope Envelope Color Printing Corporate Total
- --------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30, 1996
- --------------------------------
Sales $142.0 $19.7 $38.8 $ - $200.5
Gross Margin 32.6 66.3 9.0 (0.6) 47.3
Operating Income 13.7 3.1 3.2 (1.8) 18.2
Other Data:
Depreciation (included in Gross Margin, above) 3.5
Amortization 1.1
Interest 6.4
Discount on Sale of Receivables (1.1)
</TABLE>
18
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently involved in legal proceedings with Skrudland Photo,
Inc. ("Skrudland"). On March 14, 1995, Skrudland filed a lawsuit, Skrudland
---------
Photo, Inc. v. Mail-Well Corporation, d/b/a Mail-Well Envelope, in the District
- --------------------------------------------------------------
of Travis County, Texas, 345th Judicial District (Cause No. 94-15915), alleging
that the Company manufactured and distributed to Skrudland defective envelopes.
Skrudland is seeking monetary damages for actual and consequential damages,
costs and expenses of the action, and such other relief as the court may order.
The Company has filed a counter-claim against Skrudland for failure to pay, plus
interest and attorney's fees.
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE
ITEM 5. OTHER INFORMATION - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 Certificate of Incorporation of the Company, as amended - incorporated
by reference from Exhibit 3.1 of the Company's Registration Statement
on Form S-1 dated March 25, 1994.
3.2 Certificate of Amendment of Certificate of Incorporation of the
Company dated December 8, 1994 - incorporated by reference from
Exhibit 3.1 of the Company's Registration Statement on Form S-1 dated
May 9, 1995.
3.3 Certificate of Amendment of Certificate of Incorporation of the
Company - incorporated by reference from Exhibit 3.3 of the Company's
Registration Statement on Form S-1 dated September 21, 1995.
3.4 Bylaws of the Company - incorporated by reference from Exhibit 3.4 of
the Company's Registration Statement on Form S-1 dated September 21,
1995.
4.1 Form of Certificate representing the Common Stock, par value $0.01 per
share, of the Company - incorporated by reference from Exhibit 4.1 of
the Company's Registration Statement on Form S-1 dated March 25, 1994.
4.2 Indenture dated February 24, 1994 by and between the Company and
Shawmut Bank, National Association, as Trustee, with respect to the
$39,500,000 in aggregate principal amount of Original Senior Deferred
Coupon Notes and Exchange Senior Deferred Coupon Notes due 2006,
including the form of Deferred Coupon Note - incorporated by reference
from Exhibit 4.2 of the Company's Registration Statement on Form S-1
dated March 25, 1994.
4.3 Indenture dated as of February 24, 1994 by and between M-W Corp. and
Shawmut Bank, National Association, as Trustee, with respect to the
10-1/2% Original Senior Subordinated Notes and the 10-1/2% Exchange
Senior Subordinated Notes due 2004, including the form of Note and the
guarantees of the Company, Wisco and Pavey - incorporated by reference
from Exhibit 4.3 of the Company's Registration Statement on Form S-1
dated March 25, 1994.
19
<PAGE>
4.3.1 Supplemental Indenture dated July 31, 1995 to the Indenture identified
in Exhibit 4.3 - incorporated by reference from Exhibit 4.4.1 of the
Company's Registration Statement on Form S-1 dated September 21, 1995.
4.3.2 Form of Second Supplemental Indenture to the Indenture identified in
Exhibit 4.3 -incorporated by reference from Exhibit 4.4.2 of the
Company's Registration Statement on Form S-1 dated September 21, 1995.
4.4 Form of Stockholders Agreement among the Company and certain holders
of the Common Stock effective as of February 24, 1994 and Amendment
No. 1 thereto - incorporated by reference from Exhibit 4.4 of the
Company's Registration Statement on Form S-1 dated March 25, 1994.
4.5 Form of Employee Stockholders Agreement among the Company and certain
employee holders of the Common Stock effective as of February 24, 1994
- incorporated by reference from Exhibit 4.5 of the Company's
Registration Statement on Form S-1 dated March 25, 1994.
4.6 Form of American Mail-Well Employee Stockholders Agreement among the
Company and certain holders of the Common Stock - incorporated by
reference from Exhibit 10.44 of the Company's Registration Statement
on Form S-1 dated May 9, 1995.
4.7 Form of Registration Rights Agreement among the Company and certain
holders of the Common Stock effective as of February 24, 1994 -
incorporated by reference from Exhibit 4.6 of the Company's
Registration Statement on Form S-1 dated March 25, 1994.
4.8 Form of Registration Rights Agreement among M-W Corp., the Company and
Merrill Lynch effective as of February 24, 1994 - incorporated by
reference from Exhibit 4.7 of the Company's Registration Statement on
Form S-1 dated March 25, 1994.
10.1 Asset Purchase Agreement dated December 7, 1993 by and among GP
Envelope, G-P, M- W Corp. and the Company, as amended - incorporated
by reference from Exhibit 10.1 of the Company's Registration Statement
on Form S-1 dated March 25, 1994.
10.2 Letter Agreement dated December 13, 1993 by and between Sterling, M-W
Corp. and the Company relating to compensation payable by M-W Corp.
and the Company to Sterling for services performed in connection with
the Acquisition and the financing thereof - incorporated by reference
from Exhibit 10.2 of the Company's Registration Statement on Form S-1
dated March 25, 1994.
10.3 Letter Agreement dated December 13, 1993 by and between The Unicorn
Group and Sterling regarding engagement of The Unicorn Group by
Sterling - incorporated by reference from Exhibit 10.3 of the
Company's Registration Statement on Form S-1 dated March 25, 1994.
10.4 Letter Agreement dated December 13, 1993 from Saddle River Capital to
Sterling regarding engagement of Saddle River Capital by Sterling -
incorporated by reference from Exhibit 10.4 of the Company's
Registration Statement on Form S-1 dated March 25, 1994.
10.5 Communications Paper Supply Agreement dated February 24, 1994 between
G-P and M-W Corp. - incorporated by reference from Exhibit 10.11 of
the Company's Registration Statement on Form S-1 dated March 25, 1994.
10.6 Computer Services Agreement dated February 24, 1994 between G-P and M-
W Corp. -incorporated by reference from exhibit 10.12 of the Company's
Registration Statement on Form S-1 dated March 25, 1994.
10.7 Trademark License Agreement dated February 24, 1994 by and among G-P,
Great Northern Nekoosa Corporation and M-W Corp. - incorporated by
reference from Exhibit 10.13 of the Company's Registration Statement
on Form S-1 dated March 25, 1994.
10.8 Securities Exchange Agreement dated February 22, 1994 by and among the
Company First Sterling, Unicorn, The Unicorn Group and Gerald F.
Mahoney, including the form of Escrow Agreement by and among the
parties to the Securities Exchange Agreement - incorporated by
reference from Exhibit 10.14 of the Company's Registration Statement
on Form S-1 dated March 25, 1994.
20
<PAGE>
10.9 Tax Sharing Agreement dated February 24, 1994 among the Company, M-W
Corp., Wisco and Pavey - incorporated by reference from Exhibit 10.15
of the Company's Registration Statement on Form S-1 dated March 25,
1994.
10.10 General Indemnity Agreement between M-W Corp. and Amwest Surety
Insurance Company together with form of Letter of Credit -
incorporated by reference from Exhibit 10.16 of the Company's
Registration Statement on Form S-1 dated March 25, 1994.
10.11 Form of Indemnity Agreement between the Company and each of its
officers and directors - incorporated by reference from Exhibit 10.17
of the Company's Registration Statement on Form S-1 dated March 25,
1994.
10.12 Form of Indemnity Agreement between M-W Corp. and each of its officers
and directors - incorporated by reference from Exhibit 10.18 of the
Company's Registration Statement on Form S-1 dated March 25, 1994.
10.13 Form of M-W Corp. Employee Stock Ownership Plan effective as of
February 23, 1994 and related Employee Stock Ownership Plan Trust
Agreement - incorporated by reference from Exhibit 10.19 of the
Company's Registration Statement on Form S-1 dated March 25, 1994.
10.14 Form of M-W Corp. 401(k) Savings Retirement Plan - incorporated by
reference from Exhibit 10.20 of the Company's Registration Statement
on Form S-1 dated March 25, 1994.
10.15 Company 1994 Stock Option Plan, as amended - incorporated by reference
from Exhibit 10.15 of the Company's Registration Statement on Form S-1
dated September 21, 1995.
10.16 Form of the Company Incentive Stock Option Agreement - incorporated by
reference from Exhibit 10.22 of the Company's Registration Statement
on Form S-1 dated March 25, 1994.
10.17 Form of the Company Nonqualified Stock Option Agreement - incorporated
by reference from Exhibit 10.23 of the Company's Registration
Statement on Form S-1 dated March 25, 1994.
10.18 Asset Purchase Agreement dated October 31, 1994 by and between
American and M-W Corp., as amended - incorporated by reference from
Exhibit 10.30 of the Company's Registration Statement on Form S-1
dated May 9, 1995.
10.19 Transition Services Agreement dated December 19, 1994 by and among CC
Industries or American and M-W Corp. - incorporated by reference from
Exhibit 10.31 of the Company's Registration Statement on Form S-1
dated May 9, 1995.
10.20 Guaranty dated December 19, 1994, executed by CC Industries in favor
of M-W Corp. - incorporated by reference from Exhibit 10.33 of the
Company's Registration Statement on Form S-1 dated May 9, 1995.
10.21 Commitment Letter dated December 19, 1994, from Henry Crown & Company
to M-W Corp. - incorporated by reference from Exhibit 10.34 of the
Company's Registration Statement on Form S-1 dated May 9, 1995.
10.22 Second Amended and Restated Credit Agreement dated as of July 31, 1995
by and among M-W Corp., the banks parties thereto and Banque Paribas,
as Agent - incorporated by reference from Exhibit 10.22 of the
Company's Registration Statement on Form S-1 dated September 21, 1995.
10.23 Credit Agreement dated as of July 31, 1995 by and among Supremex, M-W
Corp., the banks parties thereto and Banque Paribas, as Agent -
incorporated by reference from Exhibit 10.23 of the Company's
Registration Statement on Form S-1 dated September 21, 1995.
10.24 Second Amended and Restated Guaranty Agreement dated as of July 31,
1995, executed by the Company in favor of Banque Paribas, as Agent -
incorporated by reference from Exhibit 10.24 of the Company's
Registration Statement on Form S-1 dated September 21, 1995.
10.25 Share Purchase Agreement dated July 20, 1995, by and among the
shareholders of Supremex, 3159051 Canada Inc. and Schroder Investment
Canada Limited and Schroder
21
<PAGE>
Venture Managers (North America) Inc. -incorporated by reference from
Exhibit 10.25 of the Company's Registration Statement on Form S-1
dated September 21, 1995.
10.26 Indemnification Escrow Agent dated July 31, 1995, by and among 3159051
Canada Inc., Royal Trust Company of Canada and Schroder Investment
Canada Limited and Schroder Venture Mangers (North America) Inc. -
incorporated by reference from Exhibit 10.26 of the Company's'
Registration Statement on Form S-1 dated September 21, 1995.
10.27 Guaranty dated July 31, 1995, executed by M-W Corp. in favor of
Schroder Investment Canada Limited and Schroder Venture Managers
(North America) Inc., as Agents - incorporated by reference from
Exhibit 10.27 of the Company's Registration Statement on Form S-1
dated September 21, 1995.
10.28 Securities Purchase Agreement dated as of August 2, 1995, as amended,
by and among GAC Acquisition Company, Inc., GAC and the
securityholders of GAC and McCown De Leeuw & Co., as Agents -
incorporated by reference from Exhibit 10.28 of the Company's
Registration Statement on Form S-1 dated September 21, 1995.
10.29 Escrow Agreement dated as of August 2, 1995, by and among GAC
Acquisition Company, Inc., GAC and securityholders of GAC and McCown
De Leeuw & Co., as Agents - incorporated by reference from Exhibit
10.29 of the Company's Registration Statement on Form S-1 dated
September 21, 1995.
10.30 Guaranty dated as of August 2, 1995, by M-W Corp. in favor of McCown
De Leeuw & Co., as Agents - incorporated by reference from Exhibit
10.30 of the Company's Registration Statement on Form S-1 dated
September 21, 1995.
10.31 Asset Purchase Agreement dated as of March 31, 1996 by and between
Quality Park Products, Inc. and Mail-Well I Corporation - incorporated
by reference from Exhibit 1 of the Company's Current Report on Form 8-
K dated May 2, 1996.
10.31 Second Amendment to Second Amended and Restated Credit Agreement.
(B) REPORTS ON FORM 8-K
None
22
<PAGE>
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.
MAIL-WELL I CORPORATION
(Registrant)
By /s/ Paul V. Reilly
--------------------
Paul V. Reilly
Vice President, Chief Financial Officer
November 12, 1996
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 106,776
<ALLOWANCES> 0
<INVENTORY> 68,357
<CURRENT-ASSETS> 187,283
<PP&E> 220,432
<DEPRECIATION> (22,938)
<TOTAL-ASSETS> 519,694
<CURRENT-LIABILITIES> 100,479
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 115,473
<TOTAL-LIABILITY-AND-EQUITY> 519,694
<SALES> 579,322
<TOTAL-REVENUES> 579,322
<CGS> 458,312
<TOTAL-COSTS> 458,312
<OTHER-EXPENSES> 77,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,976
<INCOME-PRETAX> 19,956
<INCOME-TAX> 8,451
<INCOME-CONTINUING> 11,505
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,505
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
