-----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, FDyKUikP7++Rj4mTL9KP9bXmM87H113GNeY8NsJSG0UkwPc3SR6Mtckv+qQYyNrG XpThp8gKos+OPDJXsX7tDQ== 0000093456-98-000017.txt : 19981208 0000093456-98-000017.hdr.sgml : 19981208 ACCESSION NUMBER: 0000093456-98-000017 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980628 FILED AS OF DATE: 19981207 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: 98764759 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. 2) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 28, 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 June 28, 1998 Common Stock - $1.00 Par Value 23,731,328 Class A Stock - $1.00 Par Value 4,725,000 INDEX Page Part I ? Financial Information Item 1. Financial Statements Statement of Income 3 for the 13 Weeks Ended June 28, 1998 and June 29, 1997 and for the 39 Weeks Ended June 28, 1998 and June 29, 1997 Balance Sheet 4 as of June 28, 1998 and December 28, 1997 Statement of Cash Flows 5 for the 39 Weeks Ended June 28, 1998 and June 29, 1997 d) Note 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 the classification of Accrued Restructuring Liability from Long-Term Liabilities to Current Liabilities. correct unaudited pro forma information as presented in the Note 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. STATEMENT OF INCOME (In Thousands except Data Per Share) [CAPTION] Second Quarter Six Months 13 Weeks Ended 26 Weeks Ended June 28, June 29, June 28, June 29, 1998 1997 1998 1997 TOTAL REVENUE $333,654 $236,467 $677,711 $466,581 COSTS AND EXPENSES Cost of Products Sold 210,177 139,930 432,650 276,455 Engineering and Research 2,441 2,312 5,223 4,793 Selling and Administrative 83,246 56,587 169,059 112,951 Depreciation and Amortization 13,524 9,471 27,045 18,627 Interest 3,614 70 7,044 147 Total Costs and Expenses 313,002 208,370 641,021 412,973 INCOME BEFORE INCOME TAXES 20,652 28,097 36,690 53,608 Income Taxes 8,284 11,098 14,631 21,661 NET INCOME $12,368 $16,999 $22,059 $31,947 Average Number of Shares Outstanding (000s): Basic 28,445 28,507 28,435 28,507 Diluted 28,606 28,716 28,609 28,716 DATA PER SHARE: Earnings Per Share Basic $ 0.44 $ 0.60 $ 0.78 $ 1.12 Diluted 0.43 0.59 0.77 1.11 Dividends Paid $ 0.21 $ 0.20 $ 0.42 $ 0.40 See note to financial statements. BALANCE SHEET (Dollars in Thousands) June 28, Dec. 28, ASSETS 1998 1997 CURRENT ASSETS Cash and Cash Equivalents $ 19,656 $ 67,556 Short Term Investments 16,019 16,055 Accounts Receivable, less Allowance for Losses 264,354 191,031 Deferred Accounts Receivable, less Allowance for Losses 4,514 - Inventories Finished Products 118,574 58,675 Jobs in Process 28,543 16,500 Materials and Supplies 12,514 10,371 Deferred Income Tax 6,168 6,168 Prepaid Expense 9,625 12,462 Total Current Assets 479,967 378,818 PLANT AND EQUIPMENT Buildings and Improvements 95,293 67,874 Machinery and Equipment 317,767 237,320 Office Equipment 60,093 67,324 Total 473,153 372,518 Less Accumulated Depreciation 181,140 155,634 Depreciated Cost 292,013 216,884 Construction in Process 71,731 39,070 Land 9,532 4,081 Total Plant and Equipment 373,276 260,035 OTHER ASSETS Goodwill, Patents, and Other 32,291 3,099 Prepaid Pension Expense 70,917 - Investment in F3 4,785 5,066 Total Other Assets 107,993 8,165 TOTAL ASSETS $961,236 $647,018 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Accounts Payable 48,485 25,296 Dividends Payable - 5,968 Accrued Compensation 33,157 34,817 Accrued Other Expense 11,614 4,581 Accrued Taxes, except Income 8,108 6,977 Income Taxes Payable 1,335 1,155 Customer Deposits 20,255 21,003 Deferred Service Contract Income 9,544 7,222 Accrued Restructuring 30,583 - Total Current Liabilities 163,081 107,019 LONG-TERM LIABILITIES Long-Term Debt 234,630 4,600 Deferred Compensation 2,653 - Retiree Healthcare 55,562 28,779 Deferred Income Taxes 652 18,685 Total Long-Term Liabilities 293,497 52,064 SHAREHOLDERS EQUITY Common Stock, $1.00 Par Value 24,365,964 Shares Issued in 1998 24,366 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 32,841 31,599 Retained Earnings 460,338 444,259 Treasury Stock 634,636 Shares at Cost (17,612) 615,073 Shares at Cost (16,956) Total Shareholders? Equity 504,658 487,935 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $961,236 $647,018 See Note to Financial Statements. STATEMENT OF CASH FLOWS (Dollars in Thousands) Six Months 26 Weeks Ended June 28, June 29, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $22,059 $31,947 Add Items Not Affecting Cash: Depreciation and Amortization 27,045 18,627 Loss on Sale of Facilities 87 183 Net Change to Investments 21 793 Net Change to Retiree Healthcare 831 910 Net Change to Deferred Compensation 2,653 - Increase/(Decrease) in Cash Arising from Changes in Assets and Liabilities: Accounts Receivable 8,838 19,213 Deferred Accounts Receivable 46,255 - Inventories (58,085) 1,170 Other Assets 5,863 436 Prepaid Pension 4,725 - Accounts Payable (10,408) (1,076) Accrued Expenses (13,966) (7,134) Accrued Restructuring Expenses (9,378) - Income Taxes Payable (1,920) (84) Customer Deposits (747) 3,033 Deferred Service Income 2,323 736 Net Adjustments 4,137 36,807 Net Cash Provided by Operating Activities 26,196 68,754 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Sale of FacilitieS 53 199 Additions to Plant and Equipment (43,445) (30,610) 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 (291,497) (33,439) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt 230,000 - Payments of Long-Term Debt (1,294) - Proceeds from Issuance of Common Stock 1,300 2,584 Redemption of Common Stock (656) (11,365) Dividends Paid (11,949) (11,427) Net Cash Provided by (Used in) Financing Activities 217,401 (20,208) NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (47,900) 15,107 Cash and Cash Equivalents, Beginning 67,556 64,550 CASH AND CASH EQUIVALENTS, ENDING $19,656 $79,657
See note to financial statements. c) NOTE TO FINANCIAL STATEMENTS Acquisition of Uarco Incorporated On December 31, 1997, the Company acquired all outstanding shares of Uarco Incorporated. Uarco Incorporated operated as a wholly owned subsidiary for three months until it was merged into The Standard Register Company on March 31, 1998. 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) Second Quarter Six Months 13 Weeks Ended 26 Weeks Ended June 28, June 29, June 28, June 29, 1998 1997 1998 1997 [S] [C] [C] [C] [C] Total Revenue $333,654 $353,422 $677,711 $693,370 Net Income 12,368 9,979 22,059 16,321 Earnings Per Share Basic $ 0.44 $ 0.35 $ 0.78 $ 0.57 Diluted 0.43 0.35 0.77 0.57 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-----