-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mFtMtttNaAHEsNVPE5XjV0G9b3zPAfTc20re3rPz1S40TMC5F+cCzWWlEwA93t6T lhuOzd1b2YdojIi3+2n+0A== 0000093456-95-000002.txt : 19950619 0000093456-95-000002.hdr.sgml : 19950619 ACCESSION NUMBER: 0000093456-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950402 FILED AS OF DATE: 19950518 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD REGISTER CO CENTRAL INDEX KEY: 0000093456 STANDARD INDUSTRIAL CLASSIFICATION: 2761 IRS NUMBER: 310455440 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01097 FILM NUMBER: 95540687 BUSINESS ADDRESS: STREET 1: 600 ALBANY ST CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5134341000 MAIL ADDRESS: STREET 1: 600 ALBANY STREET STREET 2: P O BOX 1167 CITY: DAYTON STATE: OH ZIP: 45401-1167 10-Q 1 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 Quarter Ended April 2, 1995 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 01-1097 THE STANDARD REGISTER COMPANY OHIO CORPORATION 31-0455440 600 ALBANY STREET, DAYTON, OHIO 45401 TELEPHONE NUMBER 513-443-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Secu- rities 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. . CLASS OUTSTANDING AS OF April 2, 1995 Common Stock - $1.00 Par Value 23,940,017 Class A Stock - $1.00 Par Value 4,725,000 - 1 of 11 - 2 THE STANDARD REGISTER COMPANY INDEX Page No. PART I - FINANCIAL STATEMENTS Consolidated Balance Sheet April 2, 1995, January 1, 1995 3 Consolidated Statement of Income 13 Weeks Ended April 2, 1995 and April 3, 1994 4 Consolidated Statement of Cash Flows 13 Weeks Ended April 2, 1995 and April 3, 1994 5 The consolidated financial statements of the Registrant included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K of the Registrant for the year ended January 1, 1995. The consolidated financial statements included herein reflect all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary to present a fair statement of the results for the interim periods. The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year. Management's Discussion and Analysis of the Interim Financial Statements 6 PART II - OTHER INFORMATION AND SIGNATURE 8-10 - 2 - 3 THE STANDARD REGISTER COMPANY CONSOLIDATED BALANCE SHEET (Dollars in Thousands) (Unaudited)
April 2, January 1, 1995 1995 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 41,136 $ 55,235 Accounts Receivable, less Allowance for Losses 143,418 151,952 Inventories 113,565 100,673 Deferred Income Tax 9,592 9,592 Prepaid Expense 5,459 4,039 Total Current Assets $313,170 $321,491 PLANT AND EQUIPMENT Buildings and Improvements $ 59,404 $ 57,472 Machinery and Equipment 203,451 193,187 Office Equipment 35,583 37,904 Total 298,438 288,563 Less Accumulated Depreciation 128,568 121,267 Depreciated Cost 169,870 167,296 Construction in Process 34,224 28,720 Land 3,289 2,789 Total Plant and Equipment $207,383 $198,805 OTHER ASSETS Goodwill, Patents, and Other 2,992 2,391 Investment in Polyforms Joint Venture 3,682 2,972 Total Other Assets $ 6,674 $ 5,363 TOTAL ASSETS $527,227 $525,659 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current Maturities of Long-Term Debt $ 6,471 $ 6,471 Accounts Payable 16,829 19,071 Dividends Payable - 5,149 Accrued Compensation 21,671 27,994 Accrued Retirement Expense 4,320 4,139 Accrued Other Expense 804 2,230 Accrued Taxes, except Income 5,002 5,181 Income Taxes Payable 6,455 2,278 Customer Deposits 6,813 9,807 Deferred Service Contract Income 11,112 7,360 Total Current Liabilities $ 79,477 $ 89,680 LONG-TERM LIABILITIES Long-Term Debt $ 11,071 $ 11,071 Retiree Healthcare 25,125 25,125 Deferred Income Taxes 15,817 15,817 Total Long-Term Liabilities $ 52,013 $ 52,013 SHAREHOLDERS' EQUITY Common Stock, $1.00 Par Value 24,141,758 Shares Issued in 1995 $ 24,142 24,084,632 Shares Issued in 1994 $ 24,085 Class A Stock, $1.00 Par Value 4,725,000 Shares Outstanding 4,725 4,725 Capital in Excess of Stated Value 27,450 26,507 Retained Earnings 343,272 332,501 Treasury Stock, 201,741 Shares at Cost (3,852) (3,852) Total Shareholders' Equity $395,737 $383,966 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $527,227 $525,659 - 3 -
4 THE STANDARD REGISTER COMPANY CONSOLIDATED STATEMENT OF INCOME (In Thousands except Data Per Share) (Unaudited)
First Quarter 13 Weeks Ended April 2, April 3, 1995 1994 TOTAL REVENUE $ 204,499 $ 183,875 COSTS AND EXPENSES Cost of Products Sold $ 129,990 $ 116,258 Engineering & Research 2,012 1,896 Selling and Administrative 46,805 42,385 Depreciation and Amortization 7,375 6,311 Interest 277 206 Total Costs and Expenses $ 186,459 $ 167,056 INCOME BEFORE INCOME TAXES $ 18,040 $ 16,819 Income Taxes 7,259 6,803 NET INCOME $ 10,781 $ 10,016 Average Number of Shares Outstanding (000) 28,657 28,713 DATA PER SHARE Net Income Primary and Fully Diluted $ 0.38 $ 0.35 Dividends Paid $ 0.18 $ 0.17 - 4 -
5 THE STANDARD REGISTER COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited)
First Quarter 13 Wks Ended April 2, April 3, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 10,781 $ 10,016 Add Items not Affecting Cash: Depreciation and Amortization $ 7,375 $ 6,311 Loss on Sale of Facilities 5 33 Increase (Decrease) in Cash Arising from Changes in Asset and Liabilities: Accounts Receivable 8,534 6,774 Inventories (12,892) (2,680) Other Assets (2,061) (215) Accounts Payable (2,242) (5,830) Accrued Expenses (7,747) (12,578) Income Taxes Payable 4,177 1,852 Customer Deposits (2,994) - Deferred Service Income 3,752 3,749 Net Adjustments (4,093 (2,584) Net Cash Provided by Operating Activities $ 6,688 $ 7,432 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Sale of Facilities $ 57 $ 2 Additions to Plant and Equipment (15,974) (7,950) Investment in Polyforms Joint Venture (710) - Net Cash (Used in) Investing Activities $(16,627) $ (7,948) CASH FLOWS FROM FINANCING ACTIVITIES Principal Payments on Long-Term Debt $ - $ (2) Proceeds from Issuance of Common Stock 1,000 993 Dividends Paid (5,160) (4,882) Net Cash (Used in) by Financing Activities $ (4,160) $ (3,891) NET (DECREASE) IN CASH AND CASH EQUIVALENTS $(14,099) $ (4,407) Cash and Cash Equivalents, Beginning $ 55,235 $ 78,994 CASH AND CASH EQUIVALENTS, ENDING $ 41,136 $ 74,587 - 5 -
6 THE STANDARD REGISTER COMPANY MANAGEMENT DISCUSSION AND ANALYSIS OF THE INTERIM FINANCIAL STATEMENTS Net income from the first quarter 1995 was $10.8 million, a 7.6% increase compared to the $10.0 million result for the comparable quarter of 1994; earnings per share were $.38 vs. $.35 a year earlier. Total revenue increased 11.2%, reflecting strong shipment levels in all major product groups. Business forms products, representing 77% of all revenue, increased 8%. Revenue from promotional direct mail, representing 12% of all revenue, was up 35% in major part as a result of the mid-year 1994 acquisition of the Promotional Graphics Division of UARCO. Equipment and related maintenance services and supplies increased 12%, contributing 11% of total revenue. The Company experienced paper price increases in the first quarter of 1995 continuing the sharp rise in paper prices begun in June 1994. Additional paper price increases were announced in April 1995 and the Company expects that further price increases will occur. During the quarter the Company raised forms prices in order to recover these higher paper costs and expects that effort will be successful over the long term. However, the effects of forms price increases will generally lag behind the effects of increases in paper costs and there can be no assurances that the Company will be successful in recovering these cost increases. As a result of higher paper prices, the Company expects an unfavorable charge to pretax earnings in 1995. The first quarter pretax charge was $2.5 million or $.05 per share after tax. Additional LIFO adjustments are expected for the balance of 1995. Gross margin, revenue less cost of products sold, increased $6.9 million but represented a lesser percentage of revenue - 36.4% versus a prior year of 36.8%. Excluding the unfavorable LIFO adjustment, the gross margin would have improved as a percentage of revenue by .8%. Selling, administrative, and R&D expenses increased 10.2% overall, below the 11.2% rate of revenue growth. Depreciation expense rose 17%, reflecting higher capital spending and the effect of the Promotional Graphics acquisition. While debt was $6.5 million lower compared to first quarter 1994, interest expense was higher due to a higher interest rate environment. The acquisition by the Company of the FCA Division of Capital Graphics, Inc., a subsidiary of Household International, Inc. was effective on March 17, 1995. The acquisition provides the Company with increased capacity to meet heavy demand for value-added business forms products such as secure documents, mailers, roll forms, form/label combination products and laser forms. This division, which had 1994 revenues in excess of $16 million, will be consolidated with the Company's other forms plants. Net cash flow for the first quarter 1995 was a negative $14.1 million vs. an outflow of $4.4 million for the same period of 1994. The $9.7 million greater outflow in 1995 resulted primarily from the FCA acquisition and increased capital spending. 1995 capital expenditures are forecasted at $40 million, including the FCA acquisition. - 6 - 7 At quarter-end, cash and cash equivalents stood at $41.1 million. Total debt, including current maturities, was $17.5 million, producing a net cash position of $23.6 million. Current assets were 3.9 times the level of current liabilities. The Company believes that a combination of internally generated funds and current cash reserves will be adequate to meet operating and financing needs for the near term. - 7- 8 THE STANDARD REGISTER COMPANY PART II - OTHER INFORMATION ITEMS 1 THRU 3 None ITEM 4 Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Shareholders was held on April 19, 1995. Following is the result of voting by the Shareholders regarding fixing and determining the number of Directors to be ten. IN FAVOR OPPOSED ABSTAINED 45,624,229 26,808 37,013 As a result of voting of the Shareholders, the following were elected to the Company's Board of Directors to hold office for the ensuing year. NOMINEE IN FAVOR WITHHELD Roy W. Begley, Jr. 45,582,187 105,863 Ralph R. Burchenal 45,638,707 49,343 F. David Clarke, III 45,636,664 51,386 John K. Darragh 45,605,934 82,116 Paul H. Granzow 45,604,671 83,379 Mary C. Nushawg 45,581,922 106,128 Peter S. Redding 45,606,837 81,213 John J. Schiff, Jr. 45,639,437 48,613 Charles F. Sherman 45,603,922 84,128 John Q. Sherman 45,605,099 82,951 The following is the tabulation of Shareholder votes on the proposal to amend Article Fourth of the Amended Articles of Incorporation of the Company to increase the authorized number of shares of stock from 35,225,000 with a par value of $1.00 each, of which 30,500,000 are known and designated as common stock and of which 4,725,000 are known and designated as Class A stock to 55,225,000 shares of stock with a par value of $1.00 each, of which 50,500,000 will be known and designated as common stock and which 4,725,000 will be known and designated as Class A stock. IN FAVOR OPPOSED ABSTAINED 44,918,490 730,107 40,247 Following is the result of voting by the Shareholders regarding selection of Battelle & Battelle as the Corporation's Auditors for the year 1995. IN FAVOR OPPOSED ABSTAINED 45,663,457 37,040 17,553 No broker non-votes were recorded. - 8 - 9 ITEM 5 - None ITEM 6 - (a) Exhibits Exhibit No. Description 27 Financial Data Schedule (b) There have been no reports on Form 8-K filed during the quarter for which this report on Form 10-Q is being filed. - 9 - 10 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. May 17, 1995 THE STANDARD REGISTER COMPANY /s/ C. J. Brown By C. J. Brown, Senior Vice President- Administration, Finance, Treasurer & Chief Financial Officer - 10 - 11 EXHIBIT INDEX Number Description 27 Financial Data Schedule - 11 - EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 The Standard Register Company Financial Data Schedule This schedule contains summary financial information extracted from the Standard Register Company financial statements for the quarter ended April 2, 1995, and is qualified in its entirety by reference to such financial statements. 1,000 Jan-02-1995 Dec-31-1995 Apr-02-1995 41,136 0 147,917 4,499 113,565 313,170 335,951 128,568 527,227 79,477 17,542 28,867 0 0 366,870 527,227 204,024 204,499 129,990 186,459 0 712 277 18,040 7,259 10,781 0 0 0 10,781 0.38 0.38
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