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14OG Hsbc Bk. 2032

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Hsbc Bk. 2032 LSE:14OG London Medium Term Loan
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1st Quarter Results

06/06/2001 4:35pm

UK Regulatory


RNS Number:8057E
Applied Graphics Technologies Inc
6 June 2001

PART 1

                                UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-Q





(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                             EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

                                      OR

   ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                             EXCHANGE ACT OF 1934

                 For the transition period from _____ to_____



Commission File Number 1-16431

                     APPLIED GRAPHICS TECHNOLOGIES, INC.

            (Exact name of Registrant as specified in its charter)




        DELAWARE                13-3864004

(State or other jurisdiction of incorporation (I.R.S. Employer

or organization)                                     Identification No.)

                             450 WEST 33RD STREET

                                 NEW YORK, NY

                   (Address of principal executive offices)

                                    10001

                                  (Zip Code)

                                 212-716-6600

             (Registrant's telephone number, including area code)

  (Former name, former address and former fiscal year, if changed since last
                                   report)

                                     N/A

   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( )

The number of shares of the registrant's common stock outstanding as of April
30, 2001, was 9,067,565.

                        PART I - FINANCIAL INFORMATION

                         Item 1. Financial Statements

                     APPLIED GRAPHICS TECHNOLOGIES, INC.

                         CONSOLIDATED BALANCE SHEETS

                                 (Unaudited)

             (In thousands of dollars, except per-share amounts)

                                                           March       December
                                                            31,          31,
                                                            2001         2000
ASSETS
Current assets:
Cash and cash equivalents                                $ 13,877    $ 6,406
Marketable securities                                                  1,677
Trade accounts receivable (net of allowances of $5,622     85,969      100,394
in 2001 and $5,100 in 2000)
Due from affiliates                                        4,785       5,084
Inventory                                                  22,226      21,842
Prepaid expenses                                           8,273       7,248
Deferred income taxes                                      18,384      18,618
Other current assets                                       5,066       4,905
Net current assets of discontinued operations              38,873      44,790
Total current assets                                       197,453     210,964
Property, plant, and equipment - net                       62,766      63,789
Goodwill and other intangible assets (net of
accumulated amortization of $34,714
in 2001 and $31,325 in 2000)                               422,180     424,031
Other assets                                               22,542      23,449
Total assets                                             $ 704,941   $ 722,233

Liabilities and STOCKholders' Equity
Current liabilities:
Accounts payable and accrued expenses                    $ 78,882    $ 87,344
Current portion of long-term debt and obligations          23,366      18,204
under capital leases
Due to affiliates                                          837         1,115
Other current liabilities                                  20,994      21,626
Total current liabilities                                  124,079     128,289
Long-term debt                                             202,112     204,080
Subordinated notes                                         26,406      27,745
Obligations under capital leases                           1,508       1,540
Deferred income taxes                                      2,390       3,896
Other liabilities                                          12,011      11,395
Total liabilities                                          368,506     376,945

Commitments and contingencies
Minority interest - Redeemable Preference Shares           37,186      36,584
issued by subsidiary
Stockholders' Equity:
Preferred stock (no par value, 10,000,000 shares
authorized; no shares outstanding)
Common stock ($0.01 par value, 150,000,000 shares
authorized;
shares issued and outstanding: 9,033,603 in 2001 and       90          90
2000)
Additional paid-in capital                                 388,714     388,704
Accumulated other comprehensive income (loss)              (302)       522
Retained deficit                                           (89,253)   (80,612)
Total stockholders' equity                                 299,249     308,704
Total liabilities and stockholders' equity               $ 704,941   $ 722,233

            See Notes to Interim Consolidated Financial Statements

                     Applied Graphics Technologies, Inc.

                    CONSOLIDATED Statements of OPERATIONS

                                 (Unaudited)

                   (In thousands, except per-share amounts)

                                                     For the Three Months Ended
                                                             March 31,
                                                       2001               2000

Revenues                                        $      116,769      $    144,319
Cost of revenues                                       81,836            97,287

Gross profit                                           34,933            47,032

Selling, general, and administrative expenses          35,530            40,886
Amortization of intangibles                            3,389             3,363
Loss on disposal of property and equipment             28                225

Total operating expenses                               38,947            44,474

Operating income (loss)                                (4,014)           2,558
Interest expense                                       (5,989)           (7,203)
Interest income                                        203               202
Other income (expense) - net                           1,402             (202)

Loss before provision for income
taxes and minority interest                            (8,398)           (4,645)
Provision (benefit) for income taxes                   (357)             2,137

Loss from continuing operations before                 (8,041)           (6,782)
minority interest
Minority interest                                      (600)             (663)

Loss from continuing operations                        (8,641)           (7,445)
Loss from discontinued operations                                        (1,474)

Net loss                                               (8,641)           (8,919)
Other comprehensive loss                               (435)             (760)

Comprehensive loss                             $       (9,076)       $   (9,679)

Basic loss per common share:
Loss from continuing operations                $       (0.95)       $    (0.82)
Loss from discontinued operations                                        (0.17)
Total                                          $       (0.95)       $    (0.99)

Diluted loss per common share:
Loss from continuing operations                $       (0.95)       $    (0.82)
Loss from discontinued operations                                        (0.17)
Total                                          $       (0.95)       $    (0.99)

Weighted average number of common shares:
Basic                                                  9,068             9,046
Diluted                                                9,068             9,046


            See Notes to Interim Consolidated Financial Statements

                     APPLIED GRAPHICS TECHNOLOGIES, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (Unaudited)

                          (In thousands of dollars)

                                                         For the Three Months
                                                                Ended

                                                              March 31,
                                                       2001               2000
Cash flows from operating activities:
Net loss                                             $ (8,641)         $ (8,919)
Adjustments to reconcile net loss to net cash
from operating activities:
Depreciation and amortization                          8,862             9,738
Deferred taxes                                         (398)             22
Provision for bad debts                                769               252
Loss from discontinued operations                                        1,474
Other                                                  30                (75)

    Changes in Operating Assets and Liabilities,
    net of effects of acquisitions

and dispositions:
Trade accounts receivable                              12,009            7,473
Due from/to affiliates                                 21                1
Inventory                                              (584)             (4,578)
Other assets                                           (1,619)           6,649
Accounts payable and accrued expenses                  (7,143)           420
Other liabilities                                      1,138             4,177
Net cash provided by operating activities of           6,128             8,148
discontinued operations
Net cash provided by operating activities              10,572            24,782

Cash flows from investing activities:
Property, plant, and equipment expenditures            (4,364)           (5,795)
Software expenditures                                  (95)              (738)
Proceeds from sale of available-for-sale               1,675       
securities
Proceeds from sale of property and equipment                             171
Other                                                  (3,297)           (4,217)
Net cash used in investing activities of               (186)             (345)
discontinued operations
Net cash used in investing activities                  (6,267)          (10,924)

Cash flows from financing activities:
Repayments of notes and capital lease                  (363)            (1,916)
obligations
Repayments of term loans                               (927)            (24,396)
Borrowings (repayments) under revolving credit         4,445            (11,000)
line - net
Proceeds from sale/leaseback transactions                               12,922
Net cash used in financing activities of               (25)             (30)
discontinued operations
Net cash provided by (used in) financing               3,130            (24,420)
activities

Net increase (decrease) in cash and cash               7,435            (10,562)
equivalents
Effect of exchange rate changes on cash and cash       36               172
equivalents
Cash and cash equivalents at beginning of period       6,406            23,218

Cash and cash equivalents at end of period           $ 13,877         $ 12,828








                                     

            See Notes to Interim Consolidated Financial Statements

                     APPLIED GRAPHICS TECHNOLOGIES, INC.

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                 (Unaudited)

                          (In thousands of dollars)



     For the three months ended March 31, 2001

                      Common          Additional      Accumulated     Retained
                      stock            paid-in           other         deficit
                                       capital       comprehensive
                                                     income (loss)

Balance at January   $     90         $ 388,704       $ 522           $ (80,612)
1, 2001

                                             
    Compensation                        10
    cost of stock
    options issued
    to non-employees



    Cumulative                                          (15)
    effect of change
    in accounting
    principle



    Effective                                           (638)
    portion of
    change in fair
    value of
    interest rate
    swap agreements


                                                                     
    Unrealized gain                                     312
    from foreign
    currency
    translation
    adjustments


                                                                     
    Reclassification                                   (483)
    adjustment for
    gains realized
    in net loss


Net loss                                                             (8,641)


Balance at March 31, $     90         $ 388,714      $ (302)       $ (89,253)
2001




            See Notes to Interim Consolidated Financial Statements


                     APPLIED GRAPHICS TECHNOLOGIES, INC.

              NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                          (In thousands of dollars)



 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Applied Graphics Technologies, Inc. and its subsidiaries (the "Company"),
which have been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles, should be read in
conjunction with the notes to consolidated financial statements contained in
the Company's 2000 Form 10-K. In the opinion of the management of the Company,
all adjustments (consisting primarily of normal recurring accruals) necessary
for a fair presentation have been included in the financial statements. The
operating results of any quarter are not necessarily indicative of results for
any future period.

The Consolidated Statement of Operations and Consolidated Statement of Cash
Flows for the three months ended March 31, 2000, have been restated to reflect
the operations of the Company's publishing business as a discontinued
operation. In addition, all references to the number of shares and per-share
amounts in the Consolidated Statement of Operations for the three months ended
March 31, 2000, have been adjusted to reflect the two-for-five reverse stock
split effected on December 5, 2000. Certain other prior-period amounts in the
accompanying financial statements have been reclassified to conform with the
2001 presentation.


 2. DISCONTINUED OPERATIONS

    In June 2000, the Company's Board of Directors approved a plan to sell the
    Company's publishing business. During the second quarter of 2000, the
    Company solicited bids and entered into negotiations with a potential
    buyer. After long negotiations, the Company believed it was no longer in
    its best interest to pursue the proposed transaction, and negotiations
    ceased. In 2001, the Company retained a new investment banking firm and is
    preparing a revised offering memorandum. The Company has assumed a
    disposal date of June 30, 2001, although there can be no assurance that
    definitive terms will be reached with a potential buyer by such date.

    The accompanying financial statements have been presented to reflect the
    operations of the publishing business as a discontinued operation. The
    results of operations of the discontinued business for the three months
    ended March 31, 2000, presented as Discontinued Operations in the
    accompanying Consolidated Statement of Operations, were as follows:

    Revenues                                                        $    18,406

    Loss from operations before income taxes                        $    (1,471)
    Provision equivalent to income taxes                                 3

    Loss from operations                                            $    (1,474)




    The results of operations of the publishing business include an allocation
    of interest expense of $1,629 for the three months ended March 31, 2000.
    The allocated interest expense consisted solely of the interest expense on
    the Company's borrowings under its primary credit facilities (the "1999
    Credit Agreement"), which represents the interest expense not directly
    attributable to the Company's other operations. Interest expense was
    allocated based on the ratio of the net assets of the discontinued
    operation to the sum of the consolidated net assets of the Company and the
    outstanding borrowings under the 1999 Credit Agreement.

    The results of operations of the publishing business and the cash flows of
    the publishing business for the three months ended March 31, 2001 and
    2000, include amounts for selected items as follows:

                                                                2001      2000

    Income (loss) from operations before income tax       $     822   $  (1,471)
    Interest expense                                      $     352   $  1,667
    Interest income                                       $     38    $  34
    Depreciation and amortization expense                 $     376   $  1,070
    Gain (loss) on disposal of property and               $     (5)   $  1
    equipment
    Property, plant, and equipment expenditures           $     186   $  345
    Repayments of notes and capital lease                 $     25    $  30
    obligations


    The net assets of discontinued operations include $338 of long-term debt
    and obligations under capital leases, inclusive of the current portion, at
    March 31, 2001.



 3. RESTRUCTURING

    The Company completed various restructuring plans in prior periods (the
    "1998 Second Quarter Plan," the "1998 Fourth Quarter Plan," the "1999
    Third Quarter Plan," the "1999 Fourth Quarter Plan," and the "2000 Second
    Quarter Plan," respectively). The amounts included in "Other current
    liabilities" in the accompanying Consolidated Balance Sheet as of March
    31, 2001, for the future costs of the various restructuring plans,
    primarily future rental obligations for abandoned property and equipment,
    and the amounts charged against the respective restructuring liabilities
    during the three months ended March 31, 2001, were as follows:

                     1998          1998         1999          1999       2000
                    Second        Fourth        Third         Fourth     Second
                    Quarter       Quarter       Quarter       Quarter    Quarter
                    Plan          Plan          Plan          Plan       Plan

    Balance   $     120     $     249     $     7       $     407     $  336
    at
    January
    1, 2001

    Facility                      (10)                                   (48)
    closure
    costs
    Abandoned       (30)                        (4)           (68)
    assets

    Balance   $     90      $     239     $     3       $     339     $  288
    at March
    31, 2001




 4. INVENTORY


     The components of inventory were as follows:

                            March 31,                       December 31,
                              2001                              2000

Work-in-process      $       19,673                          $  19,089
                                                   

Raw materials                2,553                              2,753
                            


Total                $       22,226                           $ 21,842
                                                   



 5. DERIVATIVES

In accordance with the terms of the 1999 Credit Agreement, the Company entered
into four interest rate swap agreements with an aggregate notional amount of
$90,000 (collectively, the "Swaps") under which the Company pays a fixed rate
on a quarterly basis and is paid a floating rate based on the three month
LIBOR in effect at the beginning of each quarterly payment period. Through
December 31, 2000, the Company accounted for the Swaps as hedges against the
variable interest rate component of the 1999 Credit Agreement.

On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities (an amendment of FASB Statement No.
133)." SFAS No. 133, as amended, establishes accounting and reporting
standards for derivative instruments and for hedging activities, and requires
that entities measure derivative instruments at fair value and recognize those
instruments as either assets or liabilities in the statement of financial
position. The accounting for the change in fair value of a derivative
instrument will depend on the intended use of the instrument. In accordance
with the provisions of SFAS No. 133, the Company designated the Swaps as cash
flow hedging instruments of the variable interest rate component of the 1999
Credit Agreement. Upon the adoption of SFAS No. 133, the fair value of the
Swaps, a liability of $26, was recognized in "Other noncurrent liabilities"
and reflected, net of tax, as a cumulative effect of a change in accounting
principle in "Other comprehensive income (loss)."

At March 31, 2001, the fair value of the Swaps was a liability of $1,370,
resulting in a total loss of $1,344 for the three months ended March 31, 2001.
The Company recognized $253 of this loss as a component of interest expense in
the Consolidated Statement of Operations for the three months ended March 31,
2001, which represents the ineffectiveness of the Swaps during the period. The
remaining loss of $1,091 was recognized, net of tax, as a component of "Other
comprehensive income (loss)" for the period. During the three months ended
March 31, 2001, the Company recognized a $15 reduction of interest expense
relating to the reclassification into earnings of the cumulative effect
recorded in "Other comprehensive income (loss)" upon the adoption of SFAS No.
133. Were the Company to unwind any of the Swaps, the gain or loss in
"Accumulated other comprehensive income (loss)" associated with such swap
would be reclassified into earnings over the original remaining term of that
swap.

The Derivatives Implementation Group of the Financial Accounting Standards
Board continues to discuss issues and release definitive guidance pertaining
to SFAS No. 133, some of which could cause the Swaps to no longer qualify as
hedges. Were the Swaps to no longer qualify as hedges, any gain or loss in
"Accumulated other comprehensive income (loss)" associated with the Swaps
would be reclassified into earnings over the original term of the Swaps and
all future changes in fair value of the Swaps would be included as a component
of interest expense in the current period.



 6. RELATED PARTY TRANSACTIONS

    Sales to, purchases from, and administrative charges incurred with related
    parties during the three months ended March 31, 2001 and 2000, were as
    follows:

                                                      2001                  2000

    Affiliate sales                            $     2,708           $     2,759
    Affiliate purchases                        $     24              $     117
    Administrative charges                     $     536             $     315

    Administrative charges include charges for certain legal, administrative,
    and computer services provided by affiliates and for rent incurred for
    leases with affiliates.

 7. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Payments of interest and income taxes for the three months ended March 31,
2001 and 2000, were as follows:

                                             2001                     2000

Interest paid                         $     5,986              $     6,910
Income taxes paid                     $     1,507              $     246




Noncash investing and financing activities for the three months ended March
31, 2001 and 2000, were as follows:

                                                            2001       2000

Additions to intangible assets for contingent         $     720
payments
Fair value of stock options issued to non-employees   $     10

Reduction of goodwill from amortization of excess tax $     52        $ 92    
deductible goodwill
                                                                            
    Common stock issued as additional consideration
    for
    prior period acquisitions                                         $2,000 




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