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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended December 31, 2003

OR

For the transition period from            to            

Commission File #0-16148

Multi-Color Corporation

(Exact name of Registrant as specified in its charter)

425 Walnut Street, Suite 1300, Cincinnati, Ohio 45202

(Address of principal executive offices)

Registrant’s telephone number – (513) 381-1480

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Common shares, no par value – 6,097,349 (as of February 6, 2004)

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MULTI-COLOR CORPORATION

FORM 10-Q

CONTENTS

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Item 1. Financial Statements

MULTI-COLOR CORPORATION

Condensed Consolidated Balance Sheets

(Thousands)

The accompanying notes are an integral part of this financial information.

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Item 1. Financial Statements (continued)

MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Income

(Unaudited)

(Thousands except per share amounts)

The accompanying notes are an integral part of this financial information.

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Item 1. Financial Statements (continued)

MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Income

(Unaudited)

(Thousands except per share amounts)

The accompanying notes are an integral part of this financial information.

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Item 1. Financial Statements (continued)

MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Thousands)

The accompanying notes are an integral part of this financial information.

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MULTI-COLOR CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in Thousands)

Item 1. Financial Statements (continued)

The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K.

The information furnished in these financial statements reflects all estimates and adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods reported, and all adjustments and estimates are of a normal recurring nature.

The following is a reconciliation of the number of shares used in the Basic Earnings Per Share (“EPS”) and Diluted EPS computations (shares in thousands):

All share amounts have been adjusted to reflect the three for two stock split payable on November 30, 2003.

Inventories are stated at the lower of FIFO (first-in, first-out) cost or market and are comprised of the following:

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In November 2003, the Company completed the purchase of the Scottsburg, Indiana facility. The Company previously leased this facility and had recorded the lease as a capital lease. The Company financed the purchase with a $3,600 term loan from Key Bank. Quarterly principal payments of $45 plus interest at libor plus 1.5% are due through November 2013 with a balloon payment of $1,800 due in November 2013. The loan agreement contains various covenants which are consistent with the Company’s covenants under the existing Revolving Credit Agreement.

As of December 31, 2003, 597,375 of the authorized but unissued common shares were reserved for future issuance to key employees and directors under the Company’s qualified and non-qualified stock option plans. Stock options granted under the plans enable the holder to purchase common stock at an exercise price not less than the market value on the date of grant. To the extent not exercised, options will expire not more than ten years after the date of grant. The applicable options vest immediately or ratably over a three to five year period.

Had compensation cost for the Company’s stock option plans been determined based on the fair value at the grant date for awards for the three and nine months ended December 31, 2003 and 2002, consistent with the provisions of SFAS No. 123, the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

In December 2003, the Company announced the manufacturing consolidation plan that involves consolidating the operations of the Las Vegas facility into other existing facility operations and the closure of the Las Vegas facility. As a result of the plant closure, the Company recorded a severance charge of $37 in the three months ending December 31, 2003.

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Severance benefits are expected to be paid out in the three months ending March 31, 2004. Other costs, primarily relating to the moving of equipment to other facilities, will be recorded as incurred.

Also as a result of the plant closure, several assets were identified as assets that would not be required at other facility operations. An impairment loss of $199 was recorded during the three months ended December 31, 2003 in order to write down the carrying value of the assets to estimated fair market value.

The Company expects to record total costs of approximately $1,200 related to the plant closure, of which $238 was recorded in the three months ending December 31, 2003.

The Company operates in two segments within the packaging industry: Decorating Solutions and Packaging Services. The Decorating Solutions Segment’s primary operations involve the printing of labels while the Packaging Services Segment provides promotional packaging, assembling and fulfillment services. Both segments sell to major consumer product companies.

Financial information by operating segment is as follows:

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In July 2003, the Company acquired the heat transfer label (HTL) business and all related proprietary technologies from Tennessee based International Playing Card and Label Co. Inc. The purchase price was $1,220. The Company delivered a promissory note for $720 and paid the balance at closing. The acquisition was accounted for as a purchase and the purchase price was preliminarily allocated to a customer list intangible asset. The asset is being amortized over five years. No goodwill was recognized in connection with the transaction. The purchase price will be finalized upon completion of the business transfer period. This will occur within the fourth quarter of fiscal year 2004.

The purchase price allocations relating to the Quick Pak and Dec Tech acquisitions in May 2002 and January 2003, respectively, have been finalized with no material changes to the initial allocations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Amounts in Thousands)

Results of Operations

Three Months Ended December 31, 2003 Compared to the Three Months Ended December 31, 2002

Net Sales

Both the Decorating Solutions Segment and the Packaging Services Segment experienced sales increases for the three months ended December 31, 2003. The increase in sales for the Decorating Solutions Segment was primarily a result of the acquisition of Dec Tech, which occurred in January 2003. The acquisition contributed $5,197 in sales for the three months ended December 31, 2003. The Decorating Solutions Segment also experienced a shortfall in expected sales from several customers during the last two weeks of the period ending December 31, 2003 as customers adjusted year end inventories. This sales shortfall is expected to be made up during the remainder of the Company’s fiscal year ending March 31, 2004. The increase in sales in the Packaging Services Segment was a result of increased sales with existing customers.

Gross Profit

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Consolidated gross profit increased $1,142 as compared to the same period in the prior year as a result of the increase in sales. Consolidated gross profit as a percentage of sales has remained consistent with last year. The decrease in the Decorating Solutions Segment’s gross profit as a percentage of sales is a result of the unfavorable operating results of the Las Vegas facility. The increase in the Packaging Services Segment’s gross profit as a percentage of sales is a result of increased volume and increased productivity.

Selling, General and Administrative

Selling, general and administrative expenses increased due to the Company’s continued investment in sales and marketing programs as well as the additional expenses of acquisitions.

Plant Closure Costs and Impairment Loss

In December 2003, the Company announced the manufacturing consolidation plan that involves the consolidation of the Las Vegas facility operations into other existing facility operations and the closing of the Las Vegas facility. In conjunction with the plant closure, costs of $39 have been recorded, primarily relating to severance benefits. An impairment loss of $199 was recorded on certain assets that will not be utilized in the other operating facilities. The Company expects to record total costs of approximately $1,200 related to the plant closure.

Interest Expense

Interest expense decreased as compared to the same period in the prior year as a result of the continued pay down of debt. A portion of the decrease in interest expense relates to the interest savings realized by the Company in conjunction with the November 2003 purchase of the Scottsburg, Indiana facility property. The Company previously leased this facility and had recorded the lease as a capital lease. The Company obtained a term loan for $3,600 in order to finance the purchase.

Income Tax

Income tax expense increased $167 as compared to the same period in the prior year primarily due to the related increase in net income and an increase in the effective tax rate. The effective tax rate for the three months ended December 31, 2003 was 40.4% as compared to 38.5% for the same period in the prior year. The effective tax rate increased primarily as a result of an increase in state taxes. The Company is operating in higher rate states, such as Massachusetts, than in the prior year.

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Nine Months Ended December 31, 2003 Compared to the Nine Months Ended December 31, 2002

Net Sales

Consolidated net sales increased $22,749 for the nine months ended December 31, 2003 as compared to the same period in the prior year as a result of increases in both the Decorating Solutions Segment and the Packaging Services Segment. The Decorating Solutions Segment net sales increase was primarily a result of the acquisition of Dec Tech, which occurred in January 2003. The acquisition contributed $16,299 in sales for the nine months ended December 31, 2003. The increase in net sales in the Packaging Services Segment is a result of the acquisition of Quick Pak, which occurred in May 2002 and the result of increased activity with existing and new customers. The Packaging Services Segment’s net sales for the nine month period includes a full nine months for the period ending December 31, 2003 versus seven months for the same period in the prior year.

Gross Profit

Consolidated gross profit increased $3,685 as compared to the same period in the prior year as a result of the related increase in sales. The decrease in the Decorating Solutions Segment’s gross profit as a percentage of sales is due to the unfavorable operating results in the Las Vegas facility. The Packaging Services Segment’s gross profit as a percentage of sales for the nine months ended December 31, 2003 increased due to increased volume and increased productivity.

Selling, General and Administrative

Selling, general and administrative expenses increased due to the Company’s continued investment in sales and marketing programs as well as additional expenses of acquisitions.

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Plant Closure Costs and Impairment Loss

In December 2003, the Company announced the manufacturing consolidation plan that involves the consolidation of the Las Vegas facility operations into other existing facility operations and the closing of the Las Vegas facility. In conjunction with the plant closure, costs of $39 have been recorded, primarily relating to severance benefits. An impairment loss of $199 was recorded on certain assets that will not be utilized in the other operating facilities. The Company expects to record total costs of approximately $1,200 related to the plant closure.

Interest Expense

Interest expense decreased as compared to the same period in the prior year. The increase in average long-term debt outstanding for the period was offset by the impact of lower interest rates. Average long-term debt increased during the nine months ended December 31, 2003 as compared to the same period in the prior year due to the January 2003 acquisition of Dec Tech. A portion of the decrease in interest expense relates to the interest savings realized by the Company in conjunction with the November 2003 purchase of the Scottsburg, Indiana facility. The Company previously leased this facility and had recorded the lease as a capital lease. The Company obtained a term loan for $3,600 in order to finance the purchase.

Income Tax

Income tax expense increased $578 as compared to the same period in the prior year due to the related increase in net income and the increase in the effective tax rate. The effective tax rate for the nine months ended December 31, 2003 is 40.2% as compared to 38.4% for the same period in the prior year. The increase in the effective tax rate is due to the increase in state income taxes. The Company is operating in higher tax rate states, such as Massachusetts, than in the prior year.

Liquidity and Capital Resources

Through the nine months ended December 31, 2003, net cash provided by operating activities was $4,857 as compared to $5,323 in the same period of the prior year. The change is due primarily to the increases in accounts receivable and inventories. The increases are a result of increased sales during the nine months ended December 2003 and the acquisition of Dec Tech.

The Company intends to make capital expenditures of approximately $8,000 during fiscal 2004, consisting primarily of a new printing press, other plant equipment and the installation of a new business enterprise system. The Company believes that cash flows from operations and availability under the revolving line of credit are sufficient to meet its capital requirements and debt service requirements for the next twelve months.

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From time to time the Company has reviewed potential acquisitions of businesses. Such acquisitions may require the Company to issue additional equity or incur additional debt.

The Company has available under its Revolving Credit Agreement $6,000 at December 31, 2003 to provide for additional cash needs. The Company entered into its current credit agreement with PNC Bank, Key Bank, LaSalle Bank and Harris Trust and Savings Bank on July 12, 2002. The credit agreement provides for a revolving line of credit up to a maximum of $6,000 and an acquisition facility of $15,000, which was partially utilized in July 2002, in connection with the acquisition of Quick Pak. The acquisition facility which expired in July 2003, is currently being reviewed for renewal with the bank group. Under the terms of the credit agreement, the Company is subject to several financial covenants. The financial covenants require the Company to maintain certain leverage and fixed charge ratios as well as maintain a minimum tangible net worth. The Company is prohibited from declaring dividends on the common stock of the Company under the agreement. The credit agreement expires in July 2005.

In November 2003, the Company completed the purchase of the Scottsburg, Indiana facility. The Company previously leased this facility and had recorded the lease as a capital lease. The Company obtained a term loan of $3,600 from Key Bank in order to finance the purchase. Quarterly principal payments of $45 plus interest at libor plus 1.5% are due through November 2013 with a balloon payment of $1,800 due in November 2013. The loan agreement contains various covenants which are consistent with the Company’s existing Revolving Credit Agreement.

The Company believes it has both sufficient short and long term liquidity financing. The Company had a working capital position of $6,876 and $6,512 at December 31, 2003 and 2002, respectively. At December 31, 2003, the Company was in compliance with its loan covenants and current in its principal and interest payments on all debt.

The following table summarizes the Company’s contractual obligations as of December 31, 2003:

Contractual Obligations ($ in thousands)

Aggregated Information about Contractual Obligations and Other Commitments:

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has no material changes to the disclosure made on this matter in the Company’s Form 10-K for the year ended March 31, 2003.

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Item 4. Controls and Procedures

The Company’s chief executive officer and chief financial officer evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Their evaluation concluded that the disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2003.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Forward Looking Statements

The Company believes certain statements contained in this report that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied. Any forward-looking statement speaks only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.

Statements concerning expected financial performance, on-going business strategies, and possible future action which the Company intends to pursue in order to achieve strategic objectives constitute forward-looking information. Implementation of these strategies and the achievement of such financial performance are each subject to numerous conditions, uncertainties and risk factors. Factors which could cause actual performance by the Company to differ materially from these forward-looking statements include, without limitation, factors discussed in conjunction with a forward-looking statement; changes in general economic conditions; the success of its significant customers; acceptance of new product offerings; changes in business strategy or plans; quality of management; availability, terms and development of capital; the ability to successfully integrate new acquisitions; cost and availability of raw materials; increase in energy costs; business abilities and judgment of personnel; availability of labor; changes in, or the failure to comply with, government regulations; competition; the ability to achieve cost reductions; increases in general interest rate levels affecting the Company’s interest costs; and terrorism and political unrest. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Part II - Other Information

Item 1. Legal Proceedings – None

Item 2 Changes in Securities – None

Item 3 Defaults upon Senior Securities – None

Item 4. Submission of Matters to a Vote of Security Holders—None

Item 5. Other Information – None.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

(b) Reports on Form 8-K:

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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