-----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, An/kRa1xDNZM38hM3IMJYJEggjr5uOlPJU70izkj2M9NIfFNDhuPlLxqb9nmtunZ MVJ/NJVypQA88IWw65RUAw== 0000906318-06-000068.txt : 20060731 0000906318-06-000068.hdr.sgml : 20060731 20060731100024 ACCESSION NUMBER: 0000906318-06-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 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: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11699 FILM NUMBER: 06989697 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 8-K 1 sr8k72706.htm FORM 8-K .

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 8-K




CURRENT REPORT



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934




Date of Report:  July 27, 2006

(Date of earliest event reported)




THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its Charter)





Ohio

(State or other jurisdiction of incorporation)

1-1097

(Commission File No.)

31-0455440

(IRS Employer Identification Number)




600 Albany Street, Dayton, Ohio  

45408

(Address of principal executive offices)

(Zip Code)




Registrant’s telephone number, including area code: (937) 221-1000



N/A

(Former name or former address, if changed since last report)





Item 2.02  Results of Operations and Financial Condition


The information in this Item 2.02 (including the exhibit referenced below) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On July 27, 2006, Standard Register issued an earnings release announcing its financial results for the second quarter ended July 2, 2006.  A copy of the earnings press release is attached as Exhibit 99.1 and is furnished under this Item 2.02.


Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits

Exhibit No.

Description

99.1

Press Release dated July 27, 2006



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 hereunto duly authorized.



REGISTRANT

THE STANDARD REGISTER COMPANY

  
  

Date:  July 31, 2006

/s/ Kathryn A. Lamme

 

By:

Kathryn A. Lamme

Vice President, General Counsel &

Secretary





EX-99 2 ex991.htm EXHIBIT 99.1 Converted by EDGARwiz

Exhibit 99.1


Standard Register


600 Albany St.  ·  Dayton, OH   45408

News media contact:

937.221.1000  ·  937.221.1486 (fax)

Julie McEwan · 937.221.1825

www.standardregister.com

julie.mcewan@standardregister.com


Investor contact:

Robert J. Cestelli  ·  937.221.1304

robert.cestelli@standardregister.com

For Release on July 27, 2006 at 5:00 p.m. EDT


Standard Register Reports Second Quarter Results

Quarterly operating earnings before restructuring and impairment rise over the prior year for the seventh consecutive quarter; net debt drops below 10 percent of capital


DAYTON, Ohio (July 27, 2006) – Standard Register (NYSE: SR) today reported its financial results for the second quarter ended July 2, 2006.

Results of Operations

The results for the quarter reflected the impact of several major strategic elements that are reshaping the Company.  

·

The Print-on-Demand (POD) Services segment reported a jump in operating margin, fueled by a 9.4 percent revenue increase and improved production costs.  

·

Gross margins in the Document and Label Solutions (DLS) segment remained steady despite the competitive pricing climate and reduced unit sales that pushed the quarter’s revenue 4.0 percent lower, as the Company continued its program of cost reductions and productivity improvements.  

·

All other segments, including Commercial Print Services and Document Systems, that emphasize software and service offerings showed 6.3 percent revenue growth overall.

·

The Digital Solutions segment, which offers cost effective data capture solutions based on innovative digital writing technology, continued to report positive new developments and a growing pipeline of opportunities.   Revenue in this emerging market has been modest thus far, however, and this segment reported an operating loss of $1.4 million in the quarter.

·

As previously reported, the Company sold its unprofitable InSystems business unit during the second quarter.   This business did not fit with the Company’s strategy.  Proceeds were $8.5 million plus the return of certain cash balances.  The Company reported a loss on the sale of $9.2 million after tax.  InSystems results and its sale are reported as discontinued operations.


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·

The Company continued to maintain a strong balance sheet with net debt just 9.3 percent of total capital.  


Total revenue for the quarter was $222.8 million, up slightly from last year’s $222.5 million, reflecting the lower DLS revenue offset by the growth in POD Services and other segments.  Revenue for the first half was $451.5 million versus $451.9 million in the prior year.  


The gross margin improved by 1.7 and 1.3 percentage points in relation to revenue for the quarter and year-to-date periods, respectively.  The Company has made good progress in recovering recent paper cost increases and benefited from lower production costs and higher POD Services volume.  


Operating expenses were higher in both the quarter and year-to-date periods, impacted by higher restructuring, asset impairment, and the amortization of past pension losses.  The table below isolates these effects on the Company’s earnings.


[$ Millions, rounded]

Effect on 2Q Income

 

Effect on YTD Income

 

2006

2005

Chg

 

2006

2005

Chg

CONTINUING OPERATIONS

       

  Operations before Restructuring, Impairment

       

     & Amortization of Past Pension Losses

10.9

8.4

2.5

 

23.8

19.9

3.9

        

  Reconciliation to Net Income / (Loss):

       

  Restructuring Expense

-0.8

-0.3

-0.4

 

-1.9

-0.9

-1.0

  Impairment Expense

0.2

0.0

0.2

 

-1.5

0.0

-1.5

  Amortization of Past Pension Losses

-6.7

-4.4

-2.3

 

-12.7

-9.5

-3.2

  Income / (Loss) on Operations

3.6

3.7

-0.1

 

7.7

9.6

-1.9

        

  Interest & Other Income / (Expense)

-0.4

-0.7

0.2

 

-0.9

-1.2

0.3

  Pretax Income / (Loss)

3.2

3.0

0.1

 

6.8

8.3

-1.5

        

  Ohio Statutory Tax Rate Adjustment

 

-2.9

2.9

  

-2.9

2.9

  Income Taxes

-1.2

-1.3

0.1

 

-2.8

-3.5

0.8

  Net Income / (Loss) on Continuing Operations

1.9

-1.1

3.0

 

4.0

1.9

2.1

        

DISCONTINUED OPERATIONS

-10.4

-1.2

-9.2

 

-11.1

-1.9

-9.2

        

CUMULATIVE EFFECT OF CHANGE

       

  IN ACCOUNTING PRINCIPLE

    

0.1

 

0.1

        

TOTAL NET INCOME / (LOSS)

-8.5

-2.3

-6.2

 

-7.0

0.1

-7.1


Continuing operations before restructuring, impairment, and amortization of past pension losses was $10.9 million and $23.8 million for the quarter and year-to-date periods, up 30 percent and 20 percent, respectively.  Current year earnings were helped by an accrual adjustment for unclaimed funds, but were penalized by unusually high health care claims; the net positive effect on earnings from these two items was approximately $0.7 million.  


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Including the loss on the sale of InSystems, the Company reported a second quarter net loss of $8.5 million or $0.29 per share, compared to a loss of $2.3 million and $0.08 per share last year.  For the first six months, the net loss was $7.0 million or $0.24 per share versus a breakeven result for the comparable period of 2005.  


Net debt was $16.3 million at the end of June, down $15.6 million during the quarter.  Setting aside $8.5 million from the sale of InSystems, cash flow for the quarter was a positive $7.1 million – after satisfying the operating needs plus capital spending of $4.5 million, pension funding of $6.0 million and dividends of $6.7 million.


Outlook

“We continue to expect modest revenue growth for the whole of 2006 with the fourth quarter seasonally stronger,” said Dennis Rediker, Standard Register’s president and chief executive officer.  “Despite a very price competitive market for certain of our traditional print products, we believe that our strategic initiatives are beginning to show results that will lead to meaningful growth in our earnings over the next several years,” added Rediker.


Dividend

Standard Register’s board of directors today declared a quarterly dividend of $ 0.23 per share to be paid on Sept. 8, 2006, to shareholders of record as of Aug. 25, 2006.

Presentation of Information in This Press Release

This press release presents information that excludes restructuring, impairment charges, and amortization of past pension losses.  These financial measures are considered non-GAAP.  Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows where amounts are either excluded or included not in accordance with generally accepted accounting principles (GAAP).  This information is intended to enhance an overall understanding of the financial performance due to the non-operational nature of these items and the significant change from period to period.  This presentation is consistent with the manner in which the Board of Directors internally evaluates performance.  

The presentation of non-GAAP information is not meant to be considered in isolation or as a substitute for results prepared in accordance with principles generally accepted in the United States.

Conference Call

Standard Register president and chief executive officer Dennis L. Rediker and chief financial officer Craig Brown will host a conference call at 10 a.m. EDT on July 28, 2006, to review the second quarter results.  The call can be accessed via an audio webcast which is accessible at:  http://www.standardregister.com/investorcenter.

-more-




About Standard Register

Standard Register is a premier document services provider, trusted by companies to manage the critical documents they need to thrive in today’s competitive climate.  Relying on nearly 100 years of industry expertise, Lean Six Sigma methodologies and leading technologies, we help organizations increase efficiency, reduce costs, mitigate risks, grow revenue and meet the challenges of a changing business landscape.  It offers document and label solutions, e-business solutions, consulting, and print supply chain services to help clients manage documents across their enterprise.  More information is available at www.standardregister.com.

Safe Harbor Statement

This report includes forward-looking statements covered by the Private Securities Litigation Reform Act of 1995.  Because such statements deal with future events, they are subject to various risks and uncertainties and actual results for fiscal year 2006 and beyond could differ materially from the Company’s current expectations.  

Forward-looking statements are identified by words such as “anticipates,” “projects,” “expects,” “plans,” “intends,” “believes,” “estimates,” “targets,” and other similar expressions that indicate trends and future events.  

Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, variation in demand and acceptance of the Company’s products and services, the frequency, magnitude and timing of paper and other raw-material-price changes, general business and economic conditions beyond the Company’s control, timing of the completion and integration of acquisitions, the consequences of competitive factors in the marketplace, cost-containment strategies, and the Company’s success in attracting and retaining key personnel.  Additional information concerning factors that could cause actual results to differ materially from those projected is contained in the Company’s filing with The Securities and Exchange Commission, including its report on Form 10-K for the year ended January 1, 2006.  The Company undertakes no obligation to revise or update forward-look ing statements as a result of new information since these statements may no longer be accurate or timely.  

###








   

THE STANDARD REGISTER COMPANY

 
       
       

Second Quarter

 

 STATEMENT OF OPERATIONS

 

Y-T-D

13 Weeks Ended

13 Weeks Ended

 

(In Thousands, except Per Share Amounts)

 

26 Weeks Ended

26 Weeks Ended

2-Jul-06

3-Jul-05

   

2-Jul-06

3-Jul-05

       

$222,832 

$222,495 

 

TOTAL REVENUE

 

$451,455 

$451,871 

       

                144,883 

                148,365 

 

COST OF SALES

 

                291,637 

                297,620 

       

                  77,949 

                  74,130 

 

GROSS MARGIN

 

                159,818 

                154,251 

       
   

COSTS AND EXPENSES

   

                    2,780 

                    1,730 

 

Research and Development

 

                    5,115 

                    3,672 

                  63,484 

                  59,078 

 

Selling, General and Administrative

 

                128,637 

                121,967 

                    7,483 

                    9,268 

 

Depreciation and Amortization

 

                  14,975 

                  18,194 

                      (155)

                         -    

 

Asset Impairment

 

                    1,539 

                         -    

                       774 

                       338 

 

Restructuring

 

                    1,864 

                       866 

       

                  74,366 

                  70,414 

 

TOTAL COSTS AND EXPENSES

 

                152,130 

                144,699 

       

                    3,583 

                    3,716 

 

INCOME FROM CONTINUING OPERATIONS

 

                    7,688 

                    9,552 

       
   

OTHER INCOME (EXPENSE)

   

                      (523)

                      (636)

 

Interest Expense

 

                   (1,037)

                   (1,292)

                        97 

                       (38)

 

Investment  and Other Income (Expense)

 

                       134 

                        49 

                      (426)

                      (674)

 

Total Other Expense

 

                      (903)

                   (1,243)

       
       
   

INCOME (LOSS) FROM CONTINUING OPERATIONS

   

                    3,157 

                    3,042 

 

BEFORE INCOME TAXES

 

                    6,785 

                    8,309 

       
       

                    1,228 

                    4,148 

 

Income Tax Expense

 

                    2,786 

                    6,393 

       

                    1,929 

                   (1,106)

 

NET INCOME (LOSS) FROM CONTINUING OPERATIONS

 

                    3,999 

                    1,916 

       
   

DISCONTINUED OPERATIONS

   

                   (1,273)

                   (1,608)

 

Loss from discontinued operations, net of taxes

 

                   (1,923)

                   (2,422)

                   (9,168)

                       406 

 

Gain (loss) on sale of discontinued operations, net of taxes

 

                   (9,168)

                       552 

       
   

NET INCOME BEFORE CUMULATIVE EFFECT OF A

   

                   (8,512)

                   (2,308)

 

CHANGE IN ACCOUNTING PRINCIPLE

 

                   (7,092)

                        46 

       

                         -   

                         -    

 

Cumulative effect of a change in accounting principle

 

                        78 

                         -    

       

($8,512)

($2,308)

 

NET INCOME (LOSS)

 

                   (7,014)

$46 

       
       

                  28,934 

                  28,771 

 

Average Number of Shares Outstanding - Basic

 

                  28,907 

                  28,657 

                  28,952 

                  28,771 

 

Average Number of Shares Outstanding - Diluted

 

                  28,970 

                  28,668 

       
   

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

   

$0.07 

($0.04)

 

Income (loss) from continuing operations

 

$0.14 

$0.06 

                     (0.04)

                     (0.05)

 

Loss from discontinued operations

 

                     (0.06)

                     (0.08)

                     (0.32)

                      0.01 

 

(Loss) Gain on sale of discontinued operations

 

                     (0.32)

                      0.02 

($0.29)

($0.08)

 

Net income (loss) per share

 

($0.24)

$0.00 

       

$0.23 

$0.23 

 

Dividends Paid Per Share

 

$0.46 

$0.46 

       
     
  

BALANCE SHEET

 
   

(In Thousands)

2-Jul-06

1-Jan-06

       
   

ASSETS

   
   

Cash & Short Term Investments

 

$2,426 

$13,609 

   

Accounts Receivable

 

121,573 

123,006 

   

Inventories

 

46,407 

47,033 

   

Other Current Assets

 

30,467 

30,255 

   

Total Current Assets

 

200,873 

213,903 

       
   

Plant and Equipment

 

121,375 

129,989 

   

Goodwill and Intangible Assets

 

7,924 

16,866 

   

Deferred Taxes

 

80,079 

83,937 

   

Other Assets

 

22,319 

31,217 

       
   

Total Assets

 

$432,570 

$475,912 

       
   

LIABILITIES AND SHAREHOLDERS' EQUITY

   
   

Current Portion Long-Term Debt

 

$619 

$611 

   

Current Liabilities

 

84,341 

99,437 

   

Deferred Compensation

 

16,292 

16,357 

   

Long-Term Debt

 

18,068 

34,379 

   

Retiree Healthcare

 

41,994 

43,885 

   

Pension Liability

 

112,267 

107,236 

   

Other Long-Term Liabilities

 

75 

555 

   

Shareholders' Equity

 

158,914 

173,452 

       
   

Total Liabilities and Shareholders' Equity

 

$432,570 

$475,912 




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