SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 14, 2007
Multi-Color Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Ohio | 0-16148 | 31-1125853 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NO.) |
| 50 E-Business Way, Suite 400, Sharonville, Ohio | 45241 | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
Registrant’s telephone number, including area code 513/381-1480
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure |
Multi-Color Corporation (the Company) previously completed the sale of Quick Pak, its Packaging Services Division, to NFI Industries, Inc., as reported in the Company’s Form 8-K filed on July 2, 2007.
Accounting Principles Generally Accepted in the United States of America require that when a component of an entity, such as Quick Pak, has been reported as a discontinued operation, financial information for prior periods must also be reported on a comparable basis presenting the financial results of the component in discontinued operations.
As a result of these requirements, the prior period comparable information for the first quarter ended June 30, 2006 included in the Company’s Form 10-Q for the quarter ended June 30, 2007 was reported presenting Quick Pak as a discontinued operation. The purpose of this Form 8-K is to present, for informational purposes, the results of operations for the four quarterly periods and the fiscal year ended March 31, 2007, reflective of the change referred to above.
The results of operations presented in this Form 8-K for the quarterly periods ended September 30, 2006, December 31, 2006, and March 31, 2007, and the fiscal year ended March 31, 2007 will be reported in the Company’s Form 10-Q for the quarter ended September 30, 2007, the Form 10-Q for the quarter ended December 31, 2007, and the Form 10-K for the fiscal year ended March 31, 2008, respectively, when these Forms are filed with the Securities and Exchange Commission.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Multi-Color Corporation
Condensed Consolidated Statements of Income
(in 000’s except per share data) Unaudited
| Three Months Ended June 30,2006 |
||||
| Revenues |
$ | 46,150 | ||
| Cost of Goods Sold |
37,326 | |||
| Gross Profit |
8,824 | |||
| Gross Margin |
19 | % | ||
| Selling, General & Administrative |
4,767 | |||
| Operating Income |
4,057 | |||
| Other (Income) Expense |
(57 | ) | ||
| Interest Expense |
351 | |||
| Income from Continuing Operations before Taxes |
3,763 | |||
| Provision for Taxes |
1,390 | |||
| Income from Continuing Operations |
2,373 | |||
| Income from Discontinued Operations, Net of Tax |
113 | |||
| Net Income |
$ | 2,486 | ||
| Basic Earnings Per Share: |
||||
| Income from Continuing Operations |
$ | 0.36 | ||
| Income from Discontinued Operations |
$ | 0.02 | ||
| Basic Earnings Per Share |
$ | 0.38 | ||
| Diluted Earnings Per Share: |
||||
| Income from Continuing Operations |
$ | 0.35 | ||
| Income from Discontinued Operations |
$ | 0.02 | ||
| Diluted Earnings Per Share |
$ | 0.37 | ||
| Basic Shares Outstanding |
6,578 | |||
| Diluted Shares Outstanding |
6,793 | |||
| Three Months Ended September 30, 2006 |
Six Months Ended September 30, 2006 |
|||||||
| Revenues |
$ | 49,027 | $ | 95,177 | ||||
| Cost of Goods Sold |
39,448 | 76,774 | ||||||
| Gross Profit |
9,579 | 18,403 | ||||||
| Gross Margin |
20 | % | 19 | % | ||||
| Selling, General & Administrative |
4,972 | 9,739 | ||||||
| Operating Income |
4,607 | 8,664 | ||||||
| Other (Income) Expense |
(39 | ) | (96 | ) | ||||
| Interest Expense |
322 | 673 | ||||||
| Income from Continuing Operations before Taxes |
4,324 | 8,087 | ||||||
| Provision for Taxes |
1,623 | 3,013 | ||||||
| Income from Continuing Operations |
2,701 | 5,074 | ||||||
| Income from Discontinued Operations, Net of Tax |
427 | 540 | ||||||
| Net Income |
$ | 3,128 | $ | 5,614 | ||||
| Basic Earnings Per Share: |
||||||||
| Income from Continuing Operations |
$ | 0.41 | $ | 0.77 | ||||
| Income from Discontinued Operations |
$ | 0.06 | $ | 0.08 | ||||
| Basic Earnings Per Share |
$ | 0.47 | $ | 0.85 | ||||
| Diluted Earnings Per Share: |
||||||||
| Income from Continuing Operations |
$ | 0.40 | $ | 0.75 | ||||
| Income from Discontinued Operations |
$ | 0.06 | $ | 0.08 | ||||
| Diluted Earnings Per Share |
$ | 0.46 | $ | 0.83 | ||||
| Basic Shares Outstanding |
6,587 | 6,582 | ||||||
| Diluted Shares Outstanding |
6,784 | 6,789 | ||||||
Multi-Color Corporation
Condensed Consolidated Statements of Income
(in 000’s except per share data) Unaudited
| Three Months Ended December 31, 2006 |
Nine Months Ended December 31, 2006 |
|||||||
| Revenues |
$ | 46,958 | $ | 142,135 | ||||
| Cost of Goods Sold |
38,371 | 115,145 | ||||||
| Gross Profit |
8,587 | 26,990 | ||||||
| Gross Margin |
18 | % | 19 | % | ||||
| Selling, General & Administrative |
5,083 | 14,822 | ||||||
| Acquisition Expenses |
3,048 | 3,048 | ||||||
| Operating Income |
456 | 9,120 | ||||||
| Other (Income) Expense |
(257 | ) | (353 | ) | ||||
| Interest Expense |
228 | 901 | ||||||
| Income from Continuing Operations before Taxes |
485 | 8,572 | ||||||
| Provision for Taxes |
182 | 3,195 | ||||||
| Income from Continuing Operations |
303 | 5,377 | ||||||
| Income from Discontinued Operations, Net of Tax |
1,226 | 1,766 | ||||||
| Net Income |
$ | 1,529 | $ | 7,143 | ||||
| Basic Earnings Per Share: |
||||||||
| Income from Continuing Operations |
$ | 0.05 | $ | 0.81 | ||||
| Income from Discontinued Operations |
$ | 0.18 | $ | 0.27 | ||||
| Basic Earnings Per Share |
$ | 0.23 | $ | 1.08 | ||||
| Diluted Earnings Per Share: |
||||||||
| Income from Continuing Operations |
$ | 0.04 | $ | 0.79 | ||||
| Income from Discontinued Operations |
$ | 0.18 | $ | 0.26 | ||||
| Diluted Earnings Per Share |
$ | 0.22 | $ | 1.05 | ||||
| Basic Shares Outstanding |
6,608 | 6,591 | ||||||
| Diluted Shares Outstanding |
6,822 | 6,800 | ||||||
| Three Months Ended March 31, 2007 |
Year Ended March 31, 2007 |
|||||||
| Revenues |
$ | 50,416 | $ | 192,551 | ||||
| Cost of Goods Sold |
40,257 | 155,402 | ||||||
| Gross Profit |
10,159 | 37,149 | ||||||
| Gross Margin |
20 | % | 19 | % | ||||
| Selling, General & Administrative |
5,433 | 20,255 | ||||||
| Acquisition Expenses |
0 | 3,048 | ||||||
| Operating Income |
4,726 | 13,846 | ||||||
| Other (Income) Expense |
(74 | ) | (427 | ) | ||||
| Interest Expense |
135 | 1,036 | ||||||
| Income from Continuing Operations before Taxes |
4,665 | 13,237 | ||||||
| Provision for Taxes |
1,430 | 4,625 | ||||||
| Income from Continuing Operations |
3,235 | 8,612 | ||||||
| Income from Discontinued Operations, Net of Tax |
648 | 2,414 | ||||||
| Net Income |
$ | 3,883 | $ | 11,026 | ||||
| Basic Earnings Per Share: |
||||||||
| Income from Continuing Operations |
$ | 0.48 | $ | 1.30 | ||||
| Income from Discontinued Operations |
$ | 0.10 | $ | 0.37 | ||||
| Basic Earnings Per Share |
$ | 0.58 | $ | 1.67 | ||||
| Diluted Earnings Per Share: |
||||||||
| Income from Continuing Operations |
$ | 0.47 | $ | 1.26 | ||||
| Income from Discontinued Operations |
$ | 0.10 | $ | 0.36 | ||||
| Diluted Earnings Per Share |
$ | 0.57 | $ | 1.62 | ||||
| Basic Shares Outstanding |
6,640 | 6,603 | ||||||
| Diluted Shares Outstanding |
6,858 | 6,814 | ||||||
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MULTI-COLOR CORPORATION
| By: | /s/ James H. Reynolds | |
| Name: | James H. Reynolds | |
| Title: | Vice President, Corporate Controller and Chief Accounting Officer |
Date: September 14, 2007