-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QxsTywQ5AAn8kfQvOdbvmFuDctpluiOWqtt6PH8MgSJDCs3gqoMZlC7WOkCVlDDb ftzKFQX1jajr/3lP5F/vWA== 0000008598-03-000017.txt : 20030814 0000008598-03-000017.hdr.sgml : 20030814 20030814164159 ACCESSION NUMBER: 0000008598-03-000017 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTO GRAPHICS INC CENTRAL INDEX KEY: 0000008598 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 952105641 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-04431 FILM NUMBER: 03848332 BUSINESS ADDRESS: STREET 1: 3201 TEMPLE AVE CITY: POMONA STATE: CA ZIP: 91768 BUSINESS PHONE: 9095957204 MAIL ADDRESS: STREET 1: 3201 TEMPLE AVENUE CITY: POMONA STATE: CA ZIP: 91768 10QSB 1 form10qsb62003final.txt AUTO-GRAPHICS, INC. FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2003. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________________ to _________________ Commission file number 0-4431 AUTO-GRAPHICS, INC. (Exact name of small business issuer as specified in its charter) California (State or other jurisdiction of incorporation or organization) 95-2105641 (IRS Employer Identification No.) 3201 Temple Avenue, Pomona, CA 91768 (Address of principal executive offices) (909) 595 - 7204 (Issuer's telephone number) Total shares of Common Stock issued and outstanding as of August 14, 2003 is 5,525,486. AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements Unaudited Consolidated Balance Sheet................1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended June 30, 2003 and 2002...............2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended June 30, 2003 and 2002...............3 Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002. .............4 Notes to the Unaudited Consolidated Financial Statements..............................5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................9 Item 3. Controls and Procedures............................15 PART II. OTHER INFORMATION..................................16 Signatures.........................................17 Certifications.....................................18 -1- AUTO-GRAPHICS, INC. Form 10-QSB PART I -- FINANCIAL INFORMATION Item 1. Financial Statements. Unaudited Consolidated Balance Sheet June 30, 2003 ASSETS Current assets: Cash $ 44,402 Accounts receivable, less allowance for doubtful accounts of $25,000 213,102 Unbilled production costs 732 Other current assets 182,832 ----------- Total current assets 441,068 Software, net 3,041,360 Equipment, furniture and leasehold improvements, net 752,451 Other assets 95,540 ----------- $ 4,330,419 LIABILITIES AND STOCKHOLDERS' EQUITY =========== Current liabilities: Accounts payable $ 104,063 Deferred income 892,071 Other accrued liabilities 178,572 Accrued payroll and related liabilities 199,928 Note Payable (Note 2) 600,872 Current portion of long-term debt (Note 2) 25,236 ----------- Total current liabilities 2,000,742 Long-term debt, less current portion 22,485 Deferred taxes based on income 73,000 ----------- Total liabilities 2,096,227 Stockholders' equity: Common stock, 12,000,000 shares authorized, 5,525,486 shares issued and outstanding in 2003 4,274,594 Accumulated deficit ( 2,040,679) Other comprehensive income/(loss) 277 ----------- Total stockholders' equity 2,234,192 ----------- $ 4,330,419 =========== See Notes to Unaudited Consolidated Financial Statements. -2- AUTO-GRAPHICS, INC. Form 10-QSB Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income For the Six Months Ended June 30, 2003 2002 ---------- ---------- Net sales (See Note 3) $2,993,156 $3,232,260 Costs and expenses: Cost of sales 1,686,188 1,804,843 Selling, general & administrative 1,069,067 1,353,498 ---------- ---------- Total costs and expenses 2,755,255 3,158,341 ---------- ---------- Income from operations 237,901 73,919 Interest/other income/(expense) ( 32,930) ( 30,894) ---------- ---------- Income before taxes and minority interests 204,971 43,025 Provision for taxes based on income (See Note 4) 3,000 3,000 Minority Interests -- ( 14,164) ---------- ---------- Net income and total comprehensive income $ 201,971 $ 54,189 ========== ========== Basic earnings per share $ .04 $ .01 Basic weighted average shares outstanding 5,525,486 4,997,234 Diluted earnings per share $ .04 $ .01 Diluted weighted average shares outstanding 5,673,819 5,070,567 See Notes to Unaudited Consolidated Financial Statements. -3- AUTO-GRAPHICS, INC. Form 10-QSB Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income For the Three Months Ended June 30, 2003 2002 ---------- ---------- Net sales (See Note 3) $1,475,111 $1,596,254 Costs and expenses: Cost of sales 835,792 866,361 Selling, general & administrative 526,442 682,771 ---------- ---------- Total costs and expenses 1,362,234 1,549,132 ---------- ---------- Income from operations 112,877 47,122 Interest/other income/(expense) ( 12,236) ( 19,781) ---------- ---------- Income before taxes and minority interests 100,641 27,341 Provision for taxes based on income (See Note 4) -- 3,000 Minority Interests -- ( 2,605) ---------- ---------- Net income and total comprehensive income $ 100,641 $ 26,946 ========== ========== Basic earnings per share $ .02 $ .01 Basic weighted average shares outstanding 5,525,486 4,997,234 Diluted earnings per share $ .02 $ .01 Diluted weighted average shares outstanding 5,822,153 5,143,900 See Notes to Unaudited Consolidated Financial Statements. -4- AUTO-GRAPHICS, INC. Form 10-QSB Unaudited Consolidated Statements of Cash Flows For the Six Months Ended June 30, Increase (Decrease) in Cash 2003 2002 ---------- ---------- Cash flows from operating activities: Net income $ 201,971 $ 54,189 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 577,316 583,374 Minority Interests -- ( 14,163) Changes in operating assets and liabilities: Accounts receivable 119,065 365,714 Unbilled production costs 2,666 ( 6,155) Other current assets ( 7,685) ( 36,399) Other assets ( 16,093) 8,672 Accounts payable ( 150,506) ( 116,231) Deferred income ( 489,674) ( 457,216) Other accrued liabilities ( 206,657) 41,846 Accrued payroll and related liabilities ( (36,870) ( 191,697) ---------- ---------- Net cash provided by (used in) operating activities ( 6,467) 231,934 Cash flows from investing activities: Capital expenditures ( 273,717) ( 258,492) Cash flows from financing activities: Principal borrowings/(payments) under notes, net 280,284 13,095 Exercise of Warrants 12,425 -- Receipts from notes receivable - stock -- 2,067 Net Cash provided by ---------- ---------- financing activities 292,709 15,162 ---------- ---------- Net increase (decrease) in cash 12,525 ( 11,396) Foreign currency effect on cash -- 13,946 Cash at beginning of period 31,877 122,029 ---------- ---------- Cash at end of period $ 44,402 $ 124,579 ========== ========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 39,618 $ 55,873 Income taxes 1,983 2,435 See Notes to Unaudited Consolidated Financial Statements. -5- AUTO-GRAPHICS, INC. Form 10-QSB Notes to Unaudited Consolidated Financial Statements June 30, 2003 NOTE 1. Basis of Presentation The unaudited consolidated financial statements included herein have been prepared by Registrant and include all normal and recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position at June 30, 2003, the results of operations and the statement of cash flows for the three months ended June 30, 2003 and 2002 pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of Auto-Graphics, Inc. and its wholly-owned owned subsidiaries. All material intercompany accounts and transactions have been eliminated. The results of operations for the subject periods are not necessarily indicative of the results for the entire year. This Quarterly Report on Form 10-QSB is qualified in its entirety by the information included in the Company's Annual Report to the SEC on Form 10-K for the period ending December 31, 2003 including, without limitation, the financial statements and notes therein. NOTE 2. Notes Payable The Company was in compliance with its financial loan covenants as of June 30, 2003 under its bank credit agreement. The outstanding loan balance of the line of credit was $601,000 ($474,000 available) out of a total commitment of $1,075,000 at June 30, 2003. The interest rate on the line of credit is the bank prime rate plus 4.5 percentage points (8.50% at June 3, 2003). The Company's bank line of credit facility matures each year in June (June 30, 2004) and is therefore reported as a current liability in the Company's balance sheet for quarter ended June 30, 2003. The credit line is secured by all of the assets of the Company and its subsidiaries. It also requires that the Company maintain certain minimum financial covenant ratios, restricts the payment of cash dividends, and limits the amount of certain types of equity investments, the repurchase of Company stock and loans to third parties and subsidiaries. In February 2003, A-G Canada, Ltd. a wholly-owned Canadian subsidiary of the Company, pledged a Guaranteed Income Certificate in the amount of $45,000 to Toronto Dominion Bank as collateral for a four-year Letter of Credit in the amount of $45,000. -6- AUTO-GRAPHICS, INC. Form 10-QSB Notes to Unaudited Consolidated Financial Statements June 30, 2003 Note 3. Operating Segments Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" establishes standards for reporting information about operating segments in interim and annual financial statements. The following table summarizes sales based on the location of the customers and assets based on the location of the asset presented on the basis of generally accepted accounting principles for the six months ended June 30, 2003, and 2002: 2003 2002 ----------- ----------- Geographic areas Net sales United States $ 2,493,879 $ 2,784,022 Foreign - Canada/Other 499,277 448,238 Long-lived assets, net United States 3,787,452 4,310,544 Foreign - Canada 6,359 34,746 Note 4. Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been reported in the Company's financial statements or tax returns. At December 31, 2002, the Company had available net operating loss carryforwards for federal income tax purposes of $3,151,000, $1,115,000 for state income tax purposes and $1,055,000 for foreign income tax purposes. A valuation allowance reflects the unrecognized U.S. and foreign tax loss carryforward. These net operating loss carryforwards may be used to offset federal income taxes through 2022, state income taxes through 2010 and foreign income taxes through 2007. Note 5. Earnings Per Share Statement of Financial Accounting Standards No. 128, "Earnings per Share" requires the presentation of basic earnings per share and diluted earnings per share. Basic and diluted earnings per share computations presented by the Company conform to the standard and are based on the weighted average number of shares of Common Stock outstanding during the year. -7- AUTO-GRAPHICS, INC. Form 10-QSB Notes to Unaudited Consolidated Financial Statements June 30, 2003 Note 5. Earnings Per Share(continued) On May 3, 2002, July 17, 2002 and June 18, 2003, Company's Board of Directors granted stock options for a total of 380,000 shares of the Company's "restricted" Common Stock to directors and certain employees. In February, 2003, the Company issued 621,252 warrants (at an exercise price of $0.01 per warrant) to two directors to purchase 621,252 shares of the Company's "restricted" common stock at an exercise price of $0.01 per share. In May and June 2003, all of these warrants were exercised and the stock was purchased and issued. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations: Net Income Shares Per Share Six months ended June 30, 2003 ---------- --------- ---------- Basic earnings per share Net income available to common stockholders $ 201,970 5,525,486 $ 0.04 Effect of dilutive securities Stock options 148,333 Diluted earnings per share ---------- --------- ---------- Net income available to common stockholders $ 201,970 5,673,819 $ 0.04 Six months ended June 30, 2002 Basic earnings per share Net income available to common stockholders $ 54,189 4,997,234 $ 0.01 Effect of dilutive securities Stock options 73,333 Diluted earnings per share ---------- --------- ---------- Net income available to common stockholders $ 54,189 5,070,567 $ 0.01 -8- AUTO-GRAPHICS, INC. Form 10-QSB Notes to Unaudited Consolidated Financial Statements June 30, 2003 Note 5. Earnings Per Share(continued) Net Income Shares Per Share Three months ended June 30, 2003 ---------- --------- ---------- Basic earnings per share Net income available to common stockholders $ 100,641 5,525,486 $ 0.02 Effect of dilutive securities Stock options 296,667 Diluted earnings per share ---------- --------- ---------- Net income available to common stockholders $ 100,641 5,822,153 $ 0.02 Three months ended June 30, 2002 Basic earnings per share Net income available to common stockholders $ 26,946 4,997,234 $ 0.01 Effect of dilutive securities Stock options 146,666 Diluted earnings per share ---------- --------- ---------- Net income available to common stockholders $ 26,946 5,143,900 $ 0.01 Note 6. Recently Issued Accounting Pronouncements In May, 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The Company believes the adoption of this Statement will have no material impact on its financial statements. -9- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations CRITICAL ACCOUNTING POLICIES The Company maintains its accounting books and records in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements of the Company in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and sales and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements. Actual results may materially differ from those estimated. The Company's critical accounting policies include the following: * Capitalized software development costs * Amortization of software development costs * Revenue Recognition The Company accounts for internally developed software in accordance with Statement of Financial Accounting Standard (SFAS) No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed." After technical feasibility has been established, the Company capitalizes the average cost per billable hour of its software development process including payroll and payroll benefits, training and recruiting costs. The Company collects and records the software development hours invested in software development projects. Annually, the Company evaluates these accumulated costs for recoverability against estimated future revenues and determines the amount, which will be capitalized. The Company generally capitalizes approximately one-half of the annual software development costs and expenses the remainder. To the extent that more development costs are capitalized, the Company's current net income will improve, and, to the extent that more software development costs are expensed instead of capitalized, the Company's current net income will decline. Because of the effect on earnings, the Company endeavors to capitalize a relatively consistent amount year-to-year to minimize the fluctuation in earnings. -10- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 The Company amortizes its software development costs in accordance with the estimated economic life of the software, which generally is seven years. The Company's typical product lifecycle has been about 15 years, which was true for its prior film/fiche product line, CD-ROM product line and current Internet/Web product line, which has now been deployed for nine years and is still growing. To the extent the average actual useful life varies significantly from the estimated useful life, amortization expense may be understated or overstated. Generally, amortization expense averages less than 15% of the corresponding revenue stream. Revenue recognition policies vary according to the nature of the revenue. The Company's primary revenue stream is outsourced web hosting services which are sold on a subscription basis. Services are billed in advance on an annual or quarterly basis. Revenue is recognized monthly on a pro- rata basis i.e., for a twelve month contract, one-twelfth of the revenue is recognized each month as services are rendered. Revenues which have been billed and collected in advance are booked as deferred income until the services are provided and revenues earned. Certain insignificant annual subscriptions for databases and software support typically are recognized as revenue in the month they are billed. Certain cost of sales and overhead costs for providing future software support services are accrued as expense in accordance with SOP 97-2, "Software Revenue Recognition," as amended by SOP 98-9. Certain contract job processing services are progress billed and revenues recognized as the processing services are performed on a monthly basis. Certain software and hardware sales are billed when the product is shipped and title passes to the customer. -11- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 LIQUIDITY AND CAPITAL RESOURCES The working capital deficit decreased by $678,000 to a negative $1,560,000 from $2,238,000 in 2002, primarily as a result of a repayment of $667,000 in borrowing on the bank line of credit and other term debt. Working capital is being adversely affected by the requirement to report the $601,000 bank line of credit as a current liability under generally accepted accounting principles since it matures on June 30, 2004 (see below). Net cash used in operating activities was approximately $6,000 in 2003 down from net cash provided by operating activities of $232,000 in 2002 due to reductions in accounts receivable and accrued liabilities. The Company's primary ASP product lines are sold on an annual subscription basis with fees for services billed to the customer and paid annually or quarterly in advance. This cash is received and booked to deferred income on the balance sheet to be applied as the monthly sales revenues are earned and recognized on a pro-rata basis. As the actual cash is received, it is used to pay down the line of credit. A growing percentage of sales (currently over 65%) of the Company's sales revenues are now being paid through customer advances without flowing through accounts receivable. The average accounts receivable balance is therefore lower (approximately one-third) what it would otherwise historically be and there is a substantial deferred income balance in current liabilities representing revenues to be earned from future services to customers who have paid in advance. At December 31, 2002, the Company's principal financial commitments, other than its bank line of credit, involved the lease of corporate facilities in Pomona, California and in Toronto, Canada. Total commitments over next five years total approximately $1.0 million. The Company's principal uses of cash for investing activities during 2003 and 2002 were directed primarily towards continuing development of the Company's AGent(TM), VERSO(TM) and Impact/ONLINE(TM) software. The amounts invested in software development were $250,000 in both 2003 and 2002. The remainder of the investing activities were to acquire hardware and software used to expand and enhance online services to the Company's current and prospective Internet/Web customers. Total capital expenditures were up to $274,000 in 2003 compared to $259,000 in 2002. -12- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 Management believes that liquidity and capital resources should be adequate to fund operations and expected reductions in bank debt in 2003. As of June 30, 2003, the Company was in compliance with all of its loan covenants. In May 2003, the Company's primary bank, Wells Fargo Bank, renewed and extended the terms of its credit agreement for an additional 13 months to June 30, 2004. The credit facility is a $1.075 million revolving line of credit, which decreases by $175,000 on October 1, 2003 and by $500,000 on January 1, 2004. The total borrowing was $601,000 at June 30, 2003 with $474,000 in additional credit availability. Because the Company's bank line of credit facility matures on June 30, 2004, it is reported as a current liability in the Company's balance sheet for the quarter ended June 30, 2003. The Company has no so-called special purpose entities, off-balance sheet or derivative financing of any kind. All entities have been consolidated and all material intercompany accounts and transactions have been eliminated. Management remains concerned about the effect that the current economic slump is having on state and local government budgets. Management expects that the reduced availability of government funding for existing and new library automation projects could reduce sales in 2003 by up to 10% from 2002 sales, although management expects the Company to be profitable for the year 2003. This Report includes forward-looking statements which reflect the Company's current views with respect to future events and financial performance. 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. -13- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 RESULTS OF OPERATIONS First Six Months of 2003 as Compared to First Six Months of 2002 Net sales decreased $239,000 or 7% to $2,993,000 in 2003 from $3,232,000 in 2002 due primarily to declines in sales to publishing customers. The Company is focusing on its core business of library services and not soliciting new publishing customers. Cost of sales decreased $119,000 or 7% to $1,686,000 in 2003 from $1,805,000 in 2002 as a result of cost reductions in publishing production payroll and office rent. Gross margins were unchanged at 44% of sales in 2003 and 2002. Selling, general and administrative expenses decreased $284,000 or 21% to $1,069,000 in 2003 from $1,353,000 in 2002 as a result of a substantial decrease in legal expenses in 2003 compared to 2002. The substantial legal fees in 2002 were due primarily to the lawsuits initiated by the Company's former general counsel, Robert H. Bretz. The Company settled with Mr. Bretz in January of 2003 ending the litigation. Income from operations more than doubled to $238,000 in 2003 up from $74,000 in 2002 due to the above expense reductions. Interest/other income/expense was essentially unchanged in 2003 from 2002. Provision for taxes based on income in 2003 and 2002 reflects the minimum state income taxes and the federal and state net operating loss carryforward (See Note 4 of Notes to Unaudited Consolidated Financial Statements). Minority interests of $14,000 reflects the minority owners' share of the losses realized by the majority-owned Dataquad subsidiary in 2002. In December 2002, both majority-owned subsidiaries, Dataquad and LibraryCard were merged with Auto-Graphics, Inc. Net income quadrupled to $202,000 in 2003 compared to $54,000 in 2002 due to the above expense reductions. Both basic and diluted earnings per share were $0.04 in 2003 compared to $0.01 in 2002. -14- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 Second Quarter of 2003 as Compared to Second Quarter of 2002 Net sales decreased $121,000 or 8% to $1,475,000 in 2003 from $1,596,000 in 2002 due primarily to declines in sales to publishing customers. The Company is focusing on its core business of library services and not soliciting new publishing customers. Cost of sales decreased $30,000 or 3% to $836,000 in 2003 from $866,000 in 2002 as a result of cost reductions in publishing production payroll and office rent. Gross margins decreased from 46% in 2002 to 43% of sales in 2003. Selling, general and administrative expenses decreased $156,000 or 23% to $526,000 in 2003 from $683,000 in 2002 as a result of a substantial decrease in legal expenses in 2003 compared to 2002. The substantial legal fees in 2002 were due primarily to the lawsuits initiated by the Company's former general counsel, Robert H. Bretz. The Company settled with Mr. Bretz in January of 2003 ending the litigation. Income from operations more than doubled to $113,000 in 2003 up $66,000 from $47,000 in 2002. Interest/other income/expense was an expense of $12,000 in 2003 down from an expense of $20,000 in 2002 due to lower average borrowings and lower interest rates. Provision for taxes based on income in 2003 and 2002 reflects the federal and state net operating loss carryforward and the minimum state income taxes in 2002 (See Note 4 of Notes to Unaudited Consolidated Financial Statements). Minority interests of $3,000 reflects the outside minority owners' share of the losses realized by the majority-owned Dataquad subsidiary in 2002. In December 2002, both majority-owned subsidiaries, Dataquad and LibraryCard were merged with Auto-Graphics, Inc. Net income quadrupled to $101,000 in 2003 compared to $27,000 in 2002 due to the above expense reductions. Both basic and diluted earnings per share were $0.02 in 2003 compared to $0.01 in 2002. -15- AUTO-GRAPHICS, INC. Form 10-QSB June 30, 2003 ITEM 3. CONTROLS AND PROCEDURES As of June 30, 2003, an evaluation was performed, under the supervision and with the participation of the President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the President and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2003. No significant changes in internal controls or in other factors have occurred that could significantly affect controls subsequent to June 30, 2003. -16- AUTO-GRAPHICS, INC. Form 10-QSB PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. 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. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 10.58 Third Amendment to Amended and Restated Credit Agreement dated May 14, 2003. 10.59 Reducing Revolving Note dated May 14, 2003. 99.1 Certification by the Chief Executive Officer 99.2 Certification by the Chief Financial Officer (b) None. -17- AUTO-GRAPHICS, INC. Form 10-QSB 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. AUTO-GRAPHICS, INC. Date: August 14, 2003 /s/ Robert S. Cope ---------------------------- Robert S. Cope, President Date: August 14, 2003 /s/ Daniel E. Luebben ---------------------------- Daniel E. Luebben, Chief Financial Officer -18- AUTO-GRAPHICS, INC. Form 10-QSB CERTIFICATIONS I, Robert S, Cope, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Auto-Graphics, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; -19- AUTO-GRAPHICS, INC. Form 10-QSB CERTIFICATIONS 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2003 /s/ Robert S. Cope ---------------------------- Robert S. Cope Chairman of the Board and President -20- AUTO-GRAPHICS, INC. Form 10-QSB CERTIFICATIONS I, Daniel E. Luebben, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Auto-Graphics, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; -21- AUTO-GRAPHICS, INC. Form 10-QSB CERTIFICATIONS 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2003 /s/ Daniel E. Luebben ---------------------------- Daniel E. Luebben Chief Financial Officer and Secretary EX-1 3 wells3rdamendrevnote.txt EXHIBIT 10.58 - WELLS FARGO BANK 3RD AMENDMENT DATED MAY 14, 2003 REDUCING REVOLVING NOTE $1,075,000.00 Los Angeles, California May 14, 2003 FOR VALUE RECEIVED, the undersigned AUTO-GRAPHICS, INC., a California corporation ("Borrower"), promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at 333 South Grand Avenue, Los Angeles, California, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Seventy- five Thousand Dollars ($1,075,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein. Capitalized terms used herein without definition shall have the meanings assigned to such terms in that certain Amended and Restated Credit Agreement dated as of August 1, 2000 (as amended, modified, supplemented or restated from time to time, the "Credit Agreement") between Borrower and Bank. INTEREST: (a) Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a rate per annum equal to the Prime Rate in effect from time to time plus the Applicable Margin as in effect from time to time. The "Prime Rate" is a base rate that Bank from time to time establishes and which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. Each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank. The "Applicable Margin" shall mean the per annum rate set forth below for the applicable period set forth opposite such rate. Period Applicable Margin May 14, 2003 through June 2, 2003 4.0% June 3, 2003 through December 31, 2003 4.5% January 1, 2004 through June 30, 2004 5.0% (b) Payment of Interest. Interest accrued on this Note shall be payable on the last day of each month, commencing June 30, 2003. (c) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. BORROWING AND REPAYMENT: (a) Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided, however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount set forth above or such lesser amount as shall at any time be available hereunder. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on June 30, 2004. (b) Reductions in Availability. Notwithstanding the principal amount set forth above, the maximum principal amount available under this Note shall be reduced automatically and without further notice on: (i) October 1, 2003, by the amount of One Hundred Seventy-Five Thousand Dollars ($175,000.00) and (ii) January 1, 2004, by the amount of Five Hundred Thousand Dollars ($500,000.00). If the outstanding principal balance of this Note on any such date is greater than the new maximum principal amount then available hereunder, Borrower shall make a principal reduction on this Note on such date in an amount sufficient to reduce the then outstanding principal balance hereof to an amount not greater than said new maximum principal amount. (c) Equity Proceeds. Borrower shall prepay the Line of Credit in an amount equal to ten percent (10%) of Excess Equity Proceeds not more than two (2) business days after any Excess Equity Proceeds are received, and the Line of Credit shall be permanently reduced on such date by the amount of prepayment required by this sentence. "Equity Proceeds" shall mean the gross amount of new equity received by the Borrower and its Subsidiaries from and after April 1, 2000. "Excess Equity Proceeds" shall mean Equity Proceeds in excess of $5,000,000.00. (d) Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) Robert S. Cope or Daniel E. Luebben, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower. (d) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. EVENTS OF DEFAULT: This Note is made pursuant to and is subject to the terms and conditions of that certain Amended and Restated Credit Agreement between Borrower and Bank dated as of August 1, 2000, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note. MISCELLANEOUS: (a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. (b) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California. (c) Superseded Note. This Note replaces and supersedes in its entirety that certain Revolving Note executed by Borrower in favor of Bank dated June 4, 2002, in the original principal amount of $1,600,000.00. IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. AUTO-GRAPHICS, INC., a California corporation By: /s/Robert S. Cope _____________________ Name: Robert S. Cope Title: President EX-2 4 wells3rdamendinclexha.txt EXHIBIT 10.59 - WELLS FARGO BANK 3RD AMENDMENT REVOLVING NOTE DATED MAY 14, 2003 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of May 14, 2003, by and between AUTO-GRAPHICS, INC., a California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS A. Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Amended and Restated Credit Agreement dated as of August 1, 2000 between Borrower and Bank as such agreement may have been amended or modified from time to time (the "Agreement"). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. B. Pursuant to the Credit Agreement, Borrower remains indebted to Bank under a line of credit in the maximum principal amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) (the "Prior Line of Credit"), which is evidenced by that certain Revolving Line of Credit Note dated June 4, 2002, as modified from time to time (the "Prior Line of Credit Note"). The Prior Line of Credit Note shall mature and become due and payable in full on June 2, 2003, and as of the date hereof, the outstanding principal balance under the Prior Line of Credit is $806,072.84, plus accrued but unpaid interest. C. Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to the terms and conditions described herein, the parties hereto agree that the Credit Agreement shall be amended as follows; provided, however, that nothing shall terminate any security interests, guaranties, or other documents in favor of Bank, all of which shall remain in full force and effect unless expressly amended hereby: 1. Amendment to Section 1.1(a). Section 1.1(a) of the Agreement is hereby deleted and replaced in its entirety with the following: "(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including June 30, 2004, not to exceed at any time the aggregate principal amount of One Million Seventy-five Thousand Dollars ($1,075,000.00) ("Line of Credit"), the proceeds of which shall be used for working capital requirements. Notwithstanding the principal amount set forth above, the maximum principal amount available under the Line of Credit shall be reduced automatically and without further notice on: (i) October 1, 2003, by the amount of One Hundred Seventy-Five Thousand Dollars ($175,000.00) and (ii) January 1, 2004 by the amount of Five Hundred Thousand Dollars ($500,000.00). If the outstanding principal balance of the Line of Credit on any such date is greater than the Line of Credit then available hereunder, Borrower shall make a principal payment on such date in an amount sufficient to reduce the then outstanding principal balance of the Line of Credit to an amount not greater than said new Line of Credit. Borrower's obligation to repay advances shall be evidenced by a promissory note substantially in the form of Exhibit A attached hereto (the "Note"), all terms of which shall be incorporated by this reference." The foregoing change shall become effective upon the execution and delivery to Bank of a promissory note substantially in the form of Exhibit A attached hereto (which promissory note shall replace the Prior Note and be deemed the Note defined in and made pursuant to the Agreement) and all other contracts, instruments and documents required by Bank to evidence such change; provided, however, that outstanding advances under the Prior Line of Credit heretofore provided Borrower by Bank in connection with the Prior Note shall be deemed outstanding advances under the Note in effect hereby. 2. Amendment to Section 1.6. Section 1.6 of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor: " SECTION 1.6. GUARANTIES. All indebtedness of Borrower to Bank shall be guaranteed jointly and severally by A-G Canada, Ltd., as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank." 3. Restructuring Fee. In consideration of the changes set forth herein and as a condition to the effectiveness hereof, immediately upon signing this Amendment Borrower shall pay to Bank a non- refundable fee of $11,750.00 (the "Restructuring Fee"). 4. Conditions Precedent. Provided that each of the following conditions is satisfied on or before June 3, 2003, this Amendment shall become effective on the first business day that each of the following conditions have been met to Bank's satisfaction (the "Effective Date"): (a) Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following: (i) This Amendment executed by Borrower and the attached Guarantors' Consent and Reaffirmation executed by each Guarantor; (ii) Reducing Revolving Note executed by Borrower; (iii) Such other documents as Bank may require under any other Section of this Amendment. (b) Restructuring Fee. Bank shall have received the Restructuring Fee in immediately available funds. .. (c) Other Fees and Charges. In addition to Borrower's obligations under the Agreement and the other Loan Documents, Borrower shall reimburse Bank immediately upon demand for all costs and expenses, including attorneys' fees (including the allocated costs of bank's in- house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this Amendment. 5. General Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower and each guarantor hereunder hereby agree as follows ("General Release"): (a) Borrower and each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharge Bank, all of Bank's predecessors in interest, and all of Bank's past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower or any guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of Bank's predecessors in interest, to Borrower or any guarantor hereunder, and any agreements, notes or documents of any kind related thereto or the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower and each such guarantor agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of this General Release shall subject Borrower and each guarantor hereunder to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. 6. Interpretation. Except as specifically provided herein, all terms and conditions of the Agreement remain in full force and effect, without waiver or modification. This Amendment and the Agreement shall be read together, as one document. 7. Reaffirmation; Certification. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower represents and warrants that the execution and delivery of this Amendment and the Note have been duly authorized by all necessary corporate action of Borrower. Borrower further certifies that as of the Effective Date of this Amendment there exists no Event of Default as defined in the Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. AUTO-GRAPHICS, INC., a California corporation By: /s/Robert S. Cope _______________________ Name: Robert S. Cope Title: President WELLS FARGO BANK, NATIONAL ASSOCIATION By: Darryl S. Hallie _______________________ Name: Darryl S. Hallie Title: Vice President/Principal GUARANTOR'S CONSENT AND REAFFIRMATION Each of the undersigned guarantor(s) of all indebtedness of AUTO- GRAPHICS, INC., a California corporation, to Wells Fargo Bank, National Association hereby: (i) consents to the foregoing Third Amendment to Amended and Restated Credit Agreement (the "Amendment"); (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers of each and every one of the defenses to such obligations as set forth in its respective Continuing Guaranty; (iv) reaffirms that its obligations under its respective Continuing Guaranty are separate and distinct from the obligations of any other party under the Amendment and the other Loan Documents (as defined therein); and (v) agrees to join in and be bound by all of the terms and provisions of the General Release contained in Section 4 of the Amendment. GUARANTORS: A-G CANADA, LTD. By: /s/Robert S. Cope _____________________ Name: Robert S. Cope Title: President By: /s/ Daniel E. Luebben _____________________ Name: Daniel E. Luebben Title: CFO EXHIBIT A REDUCING REVOLVING NOTE $1,075,000.00 Los Angeles, California May 14, 2003 FOR VALUE RECEIVED, the undersigned AUTO-GRAPHICS, INC., a California corporation ("Borrower"), promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at 333 South Grand Avenue, Los Angeles, California, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Seventy- five Thousand Dollars ($1,075,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein. Capitalized terms used herein without definition shall have the meanings assigned to such terms in that certain Amended and Restated Credit Agreement dated as of August 1, 2000 (as amended, modified, supplemented or restated from time to time, the "Credit Agreement") between Borrower and Bank. INTEREST: (a) Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a rate per annum equal to the Prime Rate in effect from time to time plus the Applicable Margin as in effect from time to time. The "Prime Rate" is a base rate that Bank from time to time establishes and which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. Each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank. The "Applicable Margin" shall mean the per annum rate set forth below for the applicable period set forth opposite such rate. Period Applicable Margin May 14, 2003 through June 2, 2003 4.0% June 3, 2003 through December 31, 2003 4.5% January 1, 2004 through June 30, 2004 5.0% (b) Payment of Interest. Interest accrued on this Note shall be payable on the last day of each month, commencing June 30, 2003. (c) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. BORROWING AND REPAYMENT: (a) Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided, however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount set forth above or such lesser amount as shall at any time be available hereunder. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on June 30, 2004. (b) Reductions in Availability. Notwithstanding the principal amount set forth above, the maximum principal amount available under this Note shall be reduced automatically and without further notice on: (i) October 1, 2003, by the amount of One Hundred Seventy-Five Thousand Dollars ($175,000.00) and (ii) January 1, 2004, by the amount of Five Hundred Thousand Dollars ($500,000.00). If the outstanding principal balance of this Note on any such date is greater than the new maximum principal amount then available hereunder, Borrower shall make a principal reduction on this Note on such date in an amount sufficient to reduce the then outstanding principal balance hereof to an amount not greater than said new maximum principal amount. (c) Equity Proceeds. Borrower shall prepay the Line of Credit in an amount equal to ten percent (10%) of Excess Equity Proceeds not more than two (2) business days after any Excess Equity Proceeds are received, and the Line of Credit shall be permanently reduced on such date by the amount of prepayment required by this sentence. "Equity Proceeds" shall mean the gross amount of new equity received by the Borrower and its Subsidiaries from and after April 1, 2000. "Excess Equity Proceeds" shall mean Equity Proceeds in excess of $5,000,000.00. (d) Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) Robert S. Cope or Daniel E. Luebben, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower. (d) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. EVENTS OF DEFAULT: This Note is made pursuant to and is subject to the terms and conditions of that certain Amended and Restated Credit Agreement between Borrower and Bank dated as of August 1, 2000, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note. MISCELLANEOUS: (a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. (b) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California. (c) Superseded Note. This Note replaces and supersedes in its entirety that certain Revolving Note executed by Borrower in favor of Bank dated June 4, 2002, in the original principal amount of $1,600,000.00. IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. AUTO-GRAPHICS, INC., a California corporation By: /s/Robert S. Cope _____________________ Name: Robert S. Cope Title: President -----END PRIVACY-ENHANCED MESSAGE-----