-----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, JEoq446uoSdORkDsLDCnI4Pd2NLvDLJqTUuF0ytWeFImoOBcKDYUfVDCgYv5UcEN 8S5nCdNGwujwCKsA/yfBwg== 0000093456-98-000015.txt : 19981204 0000093456-98-000015.hdr.sgml : 19981204 ACCESSION NUMBER: 0000093456-98-000015 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980329 FILED AS OF DATE: 19981203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD REGISTER CO CENTRAL INDEX KEY: 0000093456 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 310455440 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-11699 FILM NUMBER: 98763431 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 29, 1998 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 (Exact name of registrant as specified in its charter) OHIO CORPORATION 31-0455440 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 ALBANY STREET, DAYTON, OHIO, 45401 (Address of principal executive offices) (Zip Code) (937) 443-1000 (Registrant's telephone number, including area code) 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 CLASS OUTSTANDING AS OF March 29, 1998 Common Stock - $1.00 Par Value 23,701,305 Class A Stock - $1.00 Par Value 4,725,000 INDEX Page Part I Financial Information Item 1. Financial Statements a) Statement of Income 3 for the 13 Weeks Ended March 29, 1998 and March 30, 1997 Balance Sheet 4 as of March 29, 1998 and December 28, 1997 Statement of Cash Flows 5 for the 13 Weeks Ended March 29, 1998 and March 30, 1997 d) Notes to Financial Statements 6 Signature 7 Explanatory Note: Each of the above listed Items is hereby amended by deleting the Item in its entirety and replacing it with the Items attached hereto and filed herewith. The purpose of this amendment is to: correct typographical errors that were contained in the Statements of Income and Cash Flows for the 13 Weeks Ended March 30,1997. correct the classification of Accrued Restructuring Liability from Long-Term Liabilities to Current Liabilities. correct unaudited pro forma information as presented in Note B of the Notes to Financial Statements. PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The 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 financial statements are 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 December 28, 1997. The 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. [CAPTION] STATEMENT OF INCOME (In Thousands except Data Per Share) First Quarter 13 Weeks Ended Mar. 29, Mar. 30, 1998 1997 TOTAL REVENUE $344,057 $230,114 COSTS AND EXPENSES Cost of Products Sold 222,473 136,525 Engineering and Research 2,782 2,481 Selling and Administrative 85,813 56,364 Depreciation and Amortization 13,521 9,156 Interest 3,430 77 Total Costs and Expenses 328,019 204,603 INCOME BEFORE INCOME TAXES 16,038 25,511 Income Taxes 6,347 10,563 NET INCOME $9,691 $14,948 Average Number of Shares Outstanding (000s): Basic 28,424 28,616 Diluted 28,613 28,824 DATA PER SHARE: Earnings Per Share Basic $ 0.34 $ 0.52 Diluted 0.34 0.52 Dividends Paid $ 0.21 $ 0.20 See note to financial statements. b) BALANCE SHEET (Dollars in Thousands) Mar. 29, Dec. 28, ASSETS 1998 1997 CURRENT ASSETS Cash and Cash Equivalents $ 45,442 $ 67,556 Short Term Investments 15,902 16,055 Accounts Receivable, less Allowance for Losses 261,010 191,031 Deferred Accounts Receivable, less Allowance for Losses 24,733 - Inventories Finished Products 91,075 58,675 Jobs in Process 30,797 16,500 Materials and Supplies 14,683 10,371 Deferred Income Tax 6,168 6,168 Prepaid Expense 10,368 12,462 Total Current Assets 500,178 378,818 PLANT AND EQUIPMENT Buildings and Improvements 93,355 67,874 Machinery and Equipment 315,745 237,320 Office Equipment 57,199 67,324 Total 466,299 372,518 Less Accumulated Depreciation 168,140 155,634 Depreciated Cost 298,159 216,884 Construction in Process 49,924 39,070 Land 9,457 4,081 Total Plant and Equipment 357,540 260,035 OTHER ASSETS Goodwill, Patents, and Other 37,477 3,099 Prepaid Pension Expense 73,889 - Investment in F3 4,785 5,066 Total Other Assets 116,151 8,165 TOTAL ASSETS $973,869 $647,018 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Accounts Payable 50,804 25,296 Dividends Payabl - 5,968 Accrued Compensa 35,634 34,817 Accrued Other Expense 5,397 4,581 Accrued Taxes, except Income 12,803 6,977 Income Taxes Payable 6,089 1,155 Customer Deposits 26,225 21,003 Deferred Service Contract Income 9,062 7,222 Accrued Restructuring 37,030 - Total Current Liabilities 183,044 107,019 LONG-TERM LIABILITIES Long-Term Debt 234,670 4,600 Deferred Compensation 2,525 - Retiree Healthcare 55,253 28,779 Deferred Income Taxes 652 18,685 Total Long-Term Liabilities 293,100 52,064 SHAREHOLDERS EQUITY Common Stock, $1.00 Par Value 24,333,378 Shares Issued in 1998 24,333 24,308,437 Shares Issued in 1997 24,308 Class A Stock, $1.00 Par Value 4,725,000 Shares Issued 4,725 4,725 Capital in Excess of Par Value 32,231 31,599 Retained Earnings 453,948 444,259 Treasury Stock 632,073 Shares at Cost (17,512) 615,073 Shares at Cost (16,956) Total Shareholders Equity 497,725 487,935 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $973,869 $647,018 See Note to Financial Statements. STATEMENT OF CASH FLOWS (Dollars in Thousands) Three Months 39 Weeks Ended Mar. 29, Mar. 30, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 9,691 $14,948 Add Items Not Affecting Cash: Depreciation and Amortization 13,521 9,156 Loss on Sale of Facilities 63 56 Net Change to Investments 138 750 Net Change to Retiree Healthcare 523 455 Net Change to Deferred Compensation 2,525 - Increase/(Decrease) in Cash Arising from Changes in Assets and Liabilities: Accounts Receivable 12,181 14,275 Deferred Accounts Receivable 26,036 - Inventories (35,010) (430) Other Assets (1,113) 983 Accounts Payable and Accrued Expenses (20,721) (11,907) Income Taxes Payable 2,834 8,177 Customer Deposits 5,222 2,974 Deferred Service Income 1,840 2,120 Net Adjustments 8,039 26,609 Net Cash Provided by Operating Activities 17,730 41,557 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Sale of Facilities 50 120 Additions to Plant and Equipment (14,665) (13,326) Acquisition (245,000) - Maturity of Short-Term Investments 15,295 - Purchase of Short-Term Investments (15,000) - Investment in F3 Corporation (1,000) (3,028) Purchase of Key-Man Life Insurance Policies (2,400) - Net Cash (Used in) Investing Activities (262,720) (16,234) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt 230,000 - Payments of Long-Term Debt (1,254) - Proceeds from Issuance of Common Stock 657 2,204 Redemption of Common Stock (557) (5,275) Dividends Paid (5,970) (5,750) Net Cash Provided by (Used in) Financing Activities 222,876 (8,821) NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS(22,114) 16,502 Cash and Cash Equivalents, Beginning 67,556 64,550 CASH AND CASH EQUIVALENTS, ENDING $45,442 $81,052
See note to financial statements. NOTES TO FINANCIAL STATEMENTS Note A Basis of Presentation The accompanying consolidated financial statements include the accounts of The Standard Register Company and its wholly-owned subsidiary, Uarco Incorporated, which was acquired on December 31, 1997. Significant intercompany balances and transactions have been eliminated in the consolidation process. Uarco Incorporated was merged into The Standard Register Company on March 31, 1998. Note B - Acquisition of Uarco Incorporated On December 31, 1997, the Company acquired all outstanding shares of Uarco Incorporated. The purchase price was $245 million in cash, of which $230 million was financed under a new five-year bank revolving credit agreement. The acquisition has been accounted for under the purchase method. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair market values. This allocation has been completed on a preliminary basis, and as a result, adjustments to the carrying values of assets and liabilities may occur during 1998, as additional information becomes available. The unaudited pro forma information for the periods set forth below give effect to the acquisition and related financing as if they had occurred on December 29, 1997 and December 30, 1996. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had these transactions been consummated at the beginning of the periods presented. [CAPTION] (in thousands of dollars) First Quarter 13 Weeks Ended Mar. 27, Mar. 28, 1998 1997 Total Revenue $344,057 $339,948 Net Income 9,691 6,342 Earnings Per Share Basic $ 0.34 $ 0.22 Diluted 0.34 0.22
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized. November 23, 1998 /s/ C. J. Brown By C. J. Brown, Sr. Vice President Administration, Treasurer, Chief Financial Officer, and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----