Back to GetFilings.com

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

For the quarterly period ended
JUNE 27, 2003
or

For the transition period from _____ to _____

Commission file number 1-05492

Nashua Corporation

Registrant’s telephone number, including area code: (603) 880-2323

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes   [X]   No   [   ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   [   ]   No   [X]

As of August 1, 2003, the Company had 5,885,934 shares of Common
Stock, par value $1.00 per share, outstanding.

-1-

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes.

-2-

Table of Contents

NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

See accompanying notes.

-3-

Table of Contents

NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

See accompanying notes.

-4-

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring accruals necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The accompanying financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2002.

Certain amounts from the prior year have been reclassified to conform to the current year presentation.

Note 2: Acquisitions and Strategic Alliance

On February 25, 2003, we signed a strategic development agreement with Parlex Corporation. The agreement creates an organization (Stratos Technology, LLC, of which we own 50 percent) that will draw on both parties’ relative expertise in ink and printed circuit technology, label converting and the design, application and production of flexible circuits. Under the agreement, the team will work to develop innovative products for use in the automotive, cellular and radio identification (RFID) markets.

On February 7, 2003, we acquired the assets and assumed certain liabilities of The Label Company from Bunzl Distribution for approximately $5 million and signed a multi-year agreement to supply Bunzl with label products. The Label Company has been a supplier of supermarket, promotional and product identification labels primarily for Bunzl and for other customers. This acquisition adds flexibility to our label manufacturing operations, adds additional volume to our coating facility within our Specialty Paper Products segment and enhances our relationship with a valued and long-standing customer. The Label Company had 2002 sales of approximately $9.0 million. Operating activity relating to the assets of The Label Company is reported under our Label Products segment from the date of acquisition.

-5-

Table of Contents

Note 3: Acquired Intangible Assets

Details of acquired intangible assets are as follows:

Note 4: Indebtedness

On July 15, 2003, we entered into a first amendment to our Credit Agreement dated March 1, 2002 with LaSalle Bank, NA as Agent and Issuing Bank and Fleet National Bank (the “Lenders”) to increase the Term Loan under the Credit Agreement from $10 million to $15 million and to adjust the amount of the quarterly principal payments. The amended Credit Agreement consists of a term loan of $15 million and a revolving loan commitment of $30 million. Borrowings under this agreement are collateralized by a security interest in our accounts receivable, inventories, certain machinery and equipment and real estate located in Merrimack, NH. Interest on loans outstanding is, at our option, either at a rate per annum equal to the Base Rate (prime) or LIBOR, plus applicable margin. The initial Base Rate margin was .75 percent per annum through June 30, 2002, after which it ranges from zero up to .75 percent per annum based on our total debt to EBITDA ratio. The initial LIBOR margin was 2.75 percent per annum through June 30, 2002, after which it ranges from 1.75 percent per annum up to 2.75 percent per annum based on our total debt to EBITDA ratio. We are also subject to a non-use fee for any unutilized portion of our revolving loan that ranges from .25 percent to .50 percent based on our total debt to EBITDA ratio. The revolving loan commitment is subject to certain limitations, such that the maximum principal amount of the revolving credit agreement is the lesser of (a) $30 million, or (b) our borrowing base, which is defined as the sum of 80 percent of our eligible accounts receivable, plus the lesser of (i) 50 percent of our eligible inventory or (ii) $12 million. Our borrowing base was $30.0 million at June 27, 2003, which provided additional borrowing capacity of $3.6 million at quarter-end. The maturity date of the Credit Agreement is February 28, 2005. For the six months ended June 27, 2003 the weighted average annual interest rate on our long-term debt was 3.5 percent. We are required to maintain certain

-6-

Table of Contents

financial covenants, such as a Funded Debt to EBITDA Ratio, Minimum EBITDA levels and a Fixed Charge Coverage Ratio, each as defined in our Credit Agreement.

We were not in compliance with the Funded Debt to EBITDA Ratio and the Minimum EBITDA financial covenants as of June 27, 2003. On July 24, 2003, we entered into a waiver and second amendment to the Credit Agreement with the Lenders, to waive our non-compliance with these two financial covenants for the quarter ended June 27, 2003, and to adjust the financial covenants related to Minimum EBITDA levels. Under the second amendment to the Credit Agreement, we are required to maintain a Minimum EBITDA level of $11.6 million and $12.0 million, respectively, for our third and fourth quarters of 2003, which is a decrease from EBITDA levels of $12.5 million and $13.0 million, respectively, required under the terms of the original agreement. For fiscal year 2004, Minimum EBITDA increases $250,000 per quarter under the second amendment, down from $.5 million per quarter under the original agreement. Minimum EBITDA for December 31, 2004 and all times thereafter is $13.0 million under the second amendment, down from $15.0 million under the original agreement. For future quarters, our financial covenants under the Credit Agreement are as follows:

	•		Maintain a fixed charge coverage ratio of less than 1.10 to 1.00.
	•		Maintain a funded debt to EBITDA ratio of less than 2.75 to 1.00.
	•		Maintain a minimum EBITDA level of $11.6 million for our third quarter of 2003, $12.0 million for the quarter ending December 31, 2003 increasing each quarter in increments of $.25 million to $13.0 million for the quarter ending December 31, 2004 and all times thereafter.

Furthermore, without prior consent of our lenders, the Credit Agreement limits, among other things, the payment of dividends to $.6 million, capital expenditures to $8.0 million, the incurrence of additional debt and restricts the sale of certain assets and merger or acquisition activities.

Note 5: Goodwill

The carrying amount of goodwill by segment and activity during the six months ended June 27, 2003 is as follows:

Note 6: Stock-Based Compensation

At June 27, 2003, we had three stock compensation plans, which are described more fully in Note 9 to the consolidated financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2002. We account for those plans under the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Under APB No. 25, no stock-based employee compensation cost relating to stock option

-7-

Table of Contents

awards is reflected in our net income, as all options under our plans had an exercise price equal to the market value of our common stock on their date of grant. Stock-based compensation, representing grants to non-employee directors and vesting of performance-based restricted stock awards was $27,000 and $.1 million for the quarters ended June 27, 2003 and June 28, 2002, respectively. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-based Compensation — Transition and Disclosure,” to stock-based employee compensation:

Note 7: Segment and Related Information

The table below presents information about reportable segments.

For the Quarter

-8-

Table of Contents

For the Six Months

Note 8: Contingencies

In December 1999, the IRS completed an examination of our corporate income tax returns for the years 1995 through 1997 and issued a Notice of Proposed Adjustment which assessed additional taxes of $5.2 million, excluding interest. This assessment represents a total of $14.0 million of adjustments to taxable income for the years under review. The proposed adjustments relate to the deductibility of restructuring and other reserves for continuing and discontinued operations and the utilization of foreign net operating losses associated with discontinued operations. We disagree with the position taken by the IRS and filed a formal protest of their proposed adjustments on April 6, 2000. We are working through the IRS appeals process to resolve open issues.

We believe that we are adequately reserved for potential liabilities that could arise from the resolution of the IRS’ assessment for the years 1995 through 1997. While we believe that we have adequately provided for tax liabilities through June 27, 2003, we can provide no assurances that we will prevail in our defense against adjustments proposed in pending or future federal and state examinations. In addition, we can provide no assurances that the ultimate resolution of open tax matters will not be either in excess of or less than current reserves.

In August and September 1996, two individual plaintiffs filed lawsuits in the Circuit Court of Cook County, Illinois against Nashua Corporation, Cerion Technologies, Inc., certain directors and officers of Cerion, and our underwriter, on behalf of all persons who purchased the common stock of Cerion between May 24, 1996 and July 9, 1996. These two complaints were consolidated. In March 1997, the same individual plaintiffs joined by a third plaintiff filed a Consolidated Amended Class Action Complaint. The consolidated complaint alleged that, in connection with Cerion’s initial public offering, the defendants issued materially false and misleading statements and omitted the disclosure of material facts regarding, in particular, certain significant customer relationships. In October 1997, the Circuit Court on motion by the defendants, dismissed the consolidated complaint. The plaintiffs filed a Second Amended Consolidated Complaint alleging similar claims as the first consolidated complaint seeking damages and injunctive relief. On May 6, 1998, the Circuit Court, on motion by the defendants, dismissed with prejudice the second amended consolidated complaint. The plaintiffs filed with the Appellate Court an appeal of the Circuit Court’s ruling. On November 19, 1999, the Appellate Court

-9-

Table of Contents

reversed the Circuit Court’s ruling that dismissed the second amended consolidated complaint. The Appellate Court ruled that the second amended consolidated complaint represented a valid claim and sent the case back to the Circuit Court for further proceedings. On December 27, 1999, we filed a Petition with the Supreme Court of Illinois. In that Petition, we asked the Supreme Court of Illinois to determine whether the Circuit Court or the Appellate Court is correct. Our Petition was denied and the case was sent to the Circuit Court for trial. Discovery has been completed, but no date has been set for trial and pre-trial motions. Non-binding mediation discussions were held in November 2002 without resolving the dispute. We believe that the lawsuit is without merit and will continue to defend ourselves in this matter. We also believe that we will receive the value of our 37.1 percent ownership in the Cerion Liquidating Trust, which our ownership was valued at $.9 million on an after-tax basis at June 27, 2003. Our investment in Cerion is included under other assets in our Consolidated Balance Sheet.

On September 14, 2000, Edward G. Krasnecki and EGK Realty Corporation filed suit against Nashua Corporation in the Superior Court of the Commonwealth of Massachusetts, Middlesex County. The plaintiffs are the owners of real property, formerly leased by us, located at 260 Billerica Road, Chelmsford, Massachusetts. The plaintiffs alleged that when we vacated the premises in 1997, we failed to remove improvements we had made to the property, failed to clean the premises as required by our lease, and left contamination on the property resulting in lost opportunities to the plaintiffs, for which the plaintiffs seek damages. We responded to their complaint, denying all liability and asserting affirmative defenses. We maintain that when we vacated the premises, we removed three underground tanks that we were entitled to remove under the terms of our lease, we detected soil contamination, reported and took prompt remedial action all in accordance with Massachusetts law, and are not liable to the plaintiffs. We also deny that we failed to remove improvements or that we failed to clean the premises in accordance with the terms of our lease. We settled this matter in April 2003, and the case has been dismissed by the court.

We are involved in certain environmental matters and have been designated by the Environmental Protection Agency, referred to as the EPA, as a potentially responsible party for certain hazardous waste sites. In addition, we have been notified by certain state environmental agencies that some of our sites not addressed by the EPA require remedial action. These sites are in various stages of investigation and remediation. Due to the unique physical characteristics of each site, the technology employed, the extended timeframes of each remediation, the interpretation of applicable laws and regulations and the financial viability of other potential participants, our ultimate cost of remediation is difficult to estimate. Accordingly, estimates could either increase or decrease in the future due to changes in such factors. At June 27, 2003, based on the facts currently known and our prior experience with these matters, we have concluded that there is at least a reasonable possibility that site assessment, remediation and monitoring costs will be incurred. We have estimated a range for these costs of $.7 million to $1.3 million. These estimates could increase if other potentially responsible parties or our insurance carriers are unable or unwilling to bear their allocated share and cannot be compelled to do so. At June 27, 2003, our accrual balances relating to environmental matters were $.8 million. Based on information currently available, we believe that it is probable that the major potentially responsible parties will fully pay the costs apportioned to them. We believe that our remediation expense is not likely to have a material adverse effect on our consolidated financial position or results of operations.

We are involved in various other lawsuits, claims and inquiries, most of which are routine to the nature of our business. In the opinion of our management, the resolution of these matters will not materially affect our Company.

-10-

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our net sales increased 2.2 percent to $72.4 million in the second quarter of 2003 compared to the prior year quarter. Our gross margin percentage decreased and our selling, distribution, and administrative expenses increased during the second quarter of 2003 over the prior year quarter. Our Label and Specialty Paper Products segments operated profitably during the second quarter of 2003, while our Imaging Supplies segment incurred a slight loss.

Our net sales increased 3.1 percent to $139.6 million in the first six months of 2003 compared to the prior year period. Our gross margin percentage decreased and our selling and distribution expenses increased during the first six months of 2003 over the prior year period. Our Label and Specialty Paper Products segments operated profitably for the first six months of 2003, while our Imaging Supplies segment incurred a slight loss. Our results for the first six months of 2003 include the contributions from our strategic acquisitions which include the assets of Computer Imaging Supplies, known as CIS, used in the fraud prevention business acquired in April of 2002, certain assets of Dietzgen LLC, used in the wide-format business acquired in June of 2002, and the acquisition of the assets of The Label Company, a supplier of supermarket, promotional and product identification labels acquired in February of 2003. These acquisitions expanded our product lines and helped us increase plant utilization.

Recent Acquisitions and Strategic Alliances

	•		On February 7, 2003, we acquired the assets and assumed certain liabilities of The Label Company from Bunzl Distribution and signed a multi-year agreement to supply Bunzl with label products. The Label Company has been a supplier of supermarket, promotional and product identification labels primarily for Bunzl and for other customers. We believe that this acquisition adds flexibility to our label manufacturing operations, adds additional volume to our coating facility within our Specialty Paper Products segment and enhances our relationship with a valued and long-standing customer. The Label Company had 2002 sales of approximately $9.0 million. Operating activity relating to the assets of The Label Company is reported under our Label Products segment from the date of acquisition.
	•		On February 25, 2003, we signed a strategic agreement with Parlex Corporation to cooperate in the development of flexible circuit technology incorporating proprietary printing and plating technologies. The agreement creates an organization that will draw on both parties’ relative expertise in ink and printed circuit technology, label converting and the design, application and production of flexible circuits. Under the agreement, a team will work to develop innovative products for use in the automotive, cellular and radio identification (RFID) markets.

-11-

Table of Contents

Results of Operations For the Second Quarter of 2003 Compared to the Second Quarter of 2002

Our net sales increased $1.5 million or 2.2 percent to $72.4 million for the second quarter of 2003 compared to $70.9 million for the prior year quarter, due to increased sales of approximately $3.6 million in our Specialty Paper Products segment, partially offset by a decrease in sales in our Imaging Supplies segment of approximately $.6 million. Sales for our Label Products segment for the second quarter of 2003 were relatively unchanged from the second quarter of 2002.

Our gross margin percentage decreased from 21.0 percent for the second quarter of 2002 to 18.5 percent for the second quarter of 2003 due to lower margin percentages in each of our segments. Gross margin decreased $1.5 million to $13.4 million in the second quarter of 2003 compared to $14.9 million in the prior year quarter due primarily to pricing pressures in the Label Products and Specialty Paper Products segments and lower volume in the Imaging Supplies segment.

Selling and distribution expenses increased $.2 million for the second quarter of 2003 compared to the prior year quarter primarily due to increases in the Specialty Paper Products segment, which were partially offset by lower spending in the Imaging Supplies and Label Products segments. As a percent of sales, selling and distribution expenses were unchanged at 9.7 percent for the second quarters of 2003 and 2002.

General and administrative expenses increased $.1 million to $5.1 million for the second quarter of 2003 as compared to the second quarter of 2002. Increases of $.1 million in our Specialty Paper Products segment and $.2 million in corporate expenses were offset by a $.2 million combined reduction in our Imaging Supplies and Label Products segments. The increase in corporate expenses in the second quarter of 2003 was primarily due to approximately $.3 million in severance related costs attributable to the reduction in corporate staff. As a percentage of sales, general and administrative expenses were unchanged at 7.0 percent for the second quarters of 2003 and 2002.

Our pretax income was $.2 million for the second quarter of 2003, compared to pretax income of $1.8 million for the second quarter of 2002. The decrease in our pretax income was due to lower profitability in all of our segments as well as higher unallocated corporate expenses.

The estimated annual effective income tax rate was 40.4 percent for the second quarter of 2003 and 39.7 percent for the second quarter of 2002. The estimated rates were higher than the U.S. statutory rate principally due to the impact of state income taxes.

Net income was $.1 million in the second quarter of 2003, or $.02 per share, compared to $1.1 million, or $.19 per share, in the second quarter of 2002.

-12-

Table of Contents

Results of Operations by Reportable Segment For the Second Quarter of 2003 Compared to the Second Quarter of 2002

Net sales in our Label Products segment of $25.9 million in the second quarter of 2003 remained level with the second quarter of last year. Lower sales of $2.1 million in the supermarket thermal product line, $.9 million in the EDP product line, and $.8 million in other product lines were offset by $1.5 million of increased sales in the automatic identification label product line and $2.3 million of incremental sales from the acquisition of the assets of The Label Company. The decrease in the supermarket thermal product line sales was due to the loss of a major customer, as well as pricing pressures as a result of continued overcapacity in the label industry. The increase in automatic identification label sales were the result of new business gained from a five-year contract signed in the fourth quarter of 2002. Our sales in the EDP product line were impacted by a sluggish economy, changing technology and lower sales to charitable organizations.

Gross margin for the Label Products segment decreased by $.9 million in the second quarter of 2003, to $3.9 million from $4.8 million for the second quarter of 2002. Gross margin percentage decreased from 18.4 percent in the second quarter of 2002 to 15.0 percent in the second quarter of 2003. The decrease in the margin percentage was due to unfavorable product mix as well as the impact of pricing pressures attributable to overcapacity in the label industry.

Selling and distribution expenses for our Label Products segment declined $.2 million in the second quarter of 2003 compared to the second quarter of 2002. As a percentage of sales, selling and distribution expenses declined from 8.0 percent for the second quarter of 2002 to 7.3 percent for the second quarter of 2003.

General and administrative expenses for our Label Products segment declined $.2 million in the second quarter of 2003 compared to the second quarter of 2002 primarily due to a decrease in expenses related to salary incentives. As a percentage of sales, general and administrative expenses declined from 4.1 percent for the second quarter of 2002 to 3.5 percent for the second quarter of 2003.

Our Label Products segment’s pretax income decreased $.5 million in the second quarter of 2003, from the prior year period to $1.1 million. The acquired Label Company business contributed positively to pretax income in the quarter.

-13-

Table of Contents

Our Specialty Paper Products segment reported a $3.6 million, or 9.3 percent, increase in sales for the second quarter of 2003 compared to the same period of 2002 to $42.8 million. The increase in sales over the prior year quarter was related to $2.4 million of wide format products, $2.7 million of thermal products and $.8 million of ticket and tag products, which were partially offset by $1.5 million lower sales of our bond, carbonless and fax paper products, $.3 million lower sales of cut-sheet paper products, $.2 million of lower sales volume of heat seal products, and a net decrease of $.3 million of other product lines. The increase in sales in our wide format business resulted from the Dietzgen acquisition in June 2002. The continued shift in printing technologies from impact to thermal printers resulted in lower sales of bond and carbonless products and increased thermal product sales. Sales for our cut-sheet paper product line decreased due to competitive pricing.

While gross margin for our Specialty Paper Products segment remained unchanged at $8.5 million for both the second quarter of 2003 and 2002, the gross margin percentage decreased from 21.8 percent for the second quarter of 2002 to 19.9 percent for the second quarter of 2003 due primarily to lower selling prices in thermal products and higher manufacturing costs and returns in the dry gum product line.

Selling and distribution expenses for our Specialty Paper Products segment increased $.4 million in the second quarter of 2003 compared to the same period in 2002 primarily due to increased freight expenses related to the impact of higher sales volume. Selling and distribution expense remained unchanged at 11.0 percent of sales for the second quarters of 2003 and 2002.

General and administrative expenses for our Specialty Paper Products segment increased $.1 million in the second quarter of 2003 compared to the same period last year to $1.8 million due to higher expenses associated with the Dietzgen wide format business. General and administrative expenses, as a percentage of sales, declined from 4.4 percent for the second quarter of 2002 to 4.2 percent for the same period in 2003.

Research and development expenses decreased by $.3 million to $.2 million in the second quarter of 2003 compared to the same period last year due to a shift in costs from research and development to manufacturing.

The segment’s pretax income for the second quarter of 2003 decreased by $.4 million to $1.7 million, compared to $2.1 million in the second quarter of 2002.

-14-

Table of Contents

Our Imaging Supplies segment sales declined $.6 million from $6.2 million for the second quarter of 2002 to $5.6 million for the second quarter of 2003. The decline in sales was primarily due to lower sales of Ricoh-compatible toners.

The gross margin percentage for our Imaging Supplies segment decreased from 25.3 percent for the second quarter of 2002 to 17.8 percent for the second quarter of 2003. Gross margin for the second quarter of 2003 was $1.0 million, compared to $1.6 million for the second quarter of 2002. The $.6 million decline in gross margin was primarily attributable to the lower sales volume.

Selling and distribution expenses for our Imaging Supplies segment remained unchanged at $.5 million and 8.4 percent of sales for the second quarters of 2003 and 2002.

General and administrative expenses for our Imaging Supplies segment declined $.1 million in the second quarter of 2003 from the same period in 2002 due to decreased expense related to salary incentives. General and administrative expenses, as a percentage of sales, decreased from 4.3 percent for the second quarter of 2002 to 3.8 percent for the second quarter of 2003.

Research and development expenses in the second quarter of 2003 were unchanged from the second quarter of the prior year at $.4 million.

The segment’s pretax loss was $.1 million for the second quarter of 2003, down from pretax income of $.4 million for the second quarter of 2002.

Results of Operations For Six Months Year-to-Date 2003 Compared to 2002

Our net sales increased $4.2 million, or 3.1 percent, to $139.6 million for the first six months of 2003 compared to $135.4 million for the same period in the prior year, primarily due to increased sales in our

-15-

Table of Contents

Specialty Paper Products segment partially offset by a decrease in sales in our Imaging Supplies segment.

Our gross margin percentage decreased from 20.2 percent for the first six months of 2002 to 18.6 percent for the first six months of 2003 due to lower margins in all of our segments. Gross margin decreased $1.4 million to $26.0 million in the first six months of 2003 compared to $27.4 million in the first six months of 2002 due primarily to an unfavorable product mix, pricing pressures, and volume declines within some of our product lines.

Selling and distribution expenses increased $.4 million to $13.7 million for the first six months of 2003 as compared to the same period last year. Increases in expenses in the Specialty Paper Products segment were partially offset by lower spending in the Imaging Supplies and Label Products segments. As a percent of sales, selling and distribution expenses remained unchanged at 9.8 percent for the first six months of 2003 and 2002.

General and administrative expenses increased $.1 million to $9.8 million for the first six months of 2003. Increases of $.5 million in expenses in our Specialty Paper Products segment were offset by reductions of approximately $.4 million in expenses in our Imaging Supplies and Label Products segments and our corporate expenses. The increase in our Specialty Paper Products segment was due to incremental expenses associated with the Dietzgen asset acquisition in June 2002. The decrease in corporate expenses for the first six months of 2003 were related to lower legal fees, training costs, and pension costs as compared to the same period of 2002, offset by increased expenses relating to severance costs associated with the reduction of corporate staff. As a percent of sales, general and administrative expenses were 7.0 percent for the first six months of 2003 compared to 7.1 percent for the same period in 2002.

Our pretax income was $.5 million for the first six months of 2003, compared to pretax income of $2.0 million for the first six months of 2002. The decrease in our pretax income was due to lower profitability in our Specialty Paper Products and Imaging Supplies segments.

The estimated annual effective income tax rate was 39.5 percent for the first six months of 2003 and 40.0 percent for the same period last year. The estimated rates were higher than the U.S. statutory rate principally due to the impact of state income taxes.

Net income was $.3 million for the first six months of 2003, or $.05 per share, compared to $1.2 million, or $.21 per share, in the first six months of 2002.

Results of Operations by Reportable Segment For Six Months Year-to-Date 2003 Compared to 2002

-16-

Table of Contents

Net sales in our Label Products segment increased $.2 million to $49.1 million in the first six months of 2003 as compared to the same period last year. Sales generated from the acquisition of the assets of The Label Company were $3.5 million for the first six months of 2003. These sales, along with $1.5 million of increased automatic identification label sales, more than offset a decrease in sales of $2.9 million in the supermarket thermal product line, $.6 million in the EDP product line, $.6 million in the retail shelf product line and $.7 million in other product lines. The increase in automatic identification label sales was the result of a new business gain from a five-year contract signed in the fourth quarter of 2002. The lower supermarket sales were due to the loss of a major customer, as well as continued pricing pressures due to overcapacity in the label industry. The decrease in retail shelf sales was due to a reduction of excess inventory by a major customer. Our sales in the EDP product line were impacted by a sluggish economy, changing technology and lower sales to charitable organizations.

Gross margin for the Label Products segment decreased by $.7 million in the first six months of 2003 to $8.0 million from $8.7 million for the first six months of 2002. Gross margin percentage decreased from 17.7 percent in the first six months of 2002 to 16.3 percent in the first six months of 2003. The decrease in the margin percentage was primarily due to unfavorable product mix and pricing pressures due to the overcapacity in the label industry, which offset improved manufacturing efficiencies and material cost reductions.

Selling and distribution expenses for our Label Products segment declined $.5 million compared to the first six months of 2002. As a percentage of sales, selling and distribution expenses declined from 8.4 percent for the first six months of 2002 to 7.4 percent for the same period of 2003. The reduction resulted primarily from decreases in sales commission expense and freight costs.

General and administrative expenses for our Label Products segment declined $.2 million compared to the first six months of 2002 due to decreased expense related to incentive payments in the first six months of 2003. As a percent of sales, general and administrative expenses declined to 3.7 percent for the first six months of 2003 from 4.0 percent for the same period in 2002.

Our Label Products segment’s pretax income remained unchanged at $2.6 million for the first six months of 2003 and 2002, as decreases in pretax income for the first six months of 2003 due to lower gross margins were offset by positive contributions to pretax income from the acquired Label Company business.