-----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, CEFVhaVjQwZQgV0md5SeAlT05/bBmD0r4cX6cMaAWzHp38vzc/Gq7n507eIHzKuB o7XWuMFfOApthCdJA2DuoQ== 0000906318-10-000019.txt : 20100226 0000906318-10-000019.hdr.sgml : 20100226 20100226144122 ACCESSION NUMBER: 0000906318-10-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100226 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100226 DATE AS OF CHANGE: 20100226 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: 10638307 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 sr8k22610.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:  February 26, 2010

(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 February 26, 2010, Standard Register issued a press release announcing its financial results for the fourth quarter and the full year 2009.  A copy of the 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 February 26, 2010



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:  February 26, 2010

By:   /s/Gerard D. Sowar                           

 

Gerard D. Sowar, Vice President,

General Counsel and Secretary






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



Standard Register




600 Albany St.  ·  Dayton, OH   45417

Investor and media contact:

937.221.1000  ·  937.221.1486 (fax)

Shaun C. Smith  ·  937.221.1504

www.standardregister.com

shaun.smith@standardregister.com



NEWS RELEASE



For Release on February 26, 2010 at 8 a.m. EST


Standard Register Reports Fourth Quarter and Full Year 2009 Financial Results


DAYTON, Ohio (February 26, 2010) – Standard Register (NYSE: SR) today reported its fourth quarter and total year 2009 results.


Results of Operations


Revenue for the quarter was $184.9 million down 5.7 percent compared with $196.1 million reported for the same quarter of 2008.  “Encouraging signs of an improving economy and effective execution of our market-focused strategy have been experienced as we have moved forward throughout the year,” stated Joseph Morgan, president and chief executive officer.  “Each consecutive quarter showed progress and each of our business units performed as expected during the quarter.  Our Industrial Business Unit, which has been most severely impacted by the economy, exited the year showing growth and our Healthcare Business Unit cut previous quarter revenue declines by half.”  On a full year basis, revenue was $694.0 million down 12.3 percent compared with $791.1 million for the prior year.


Gross margin as a percent of revenue for the quarter was 31.9 percent compared with 30.8 percent in the prior year. The MyC3 project announced during the third quarter had significant impact on gross margin during the quarter’s results.  We recorded a charge of approximately $0.8 million or $0.02 per share for additional depreciation expense as we adjusted the useful lives of production equipment and other assets due to the strategic cost reduction.  Our focus on operational cost reduction including overall inventories created a favorable LIFO adjustment for the quarter that offset the accelerated depreciation.  The net result is that gross margin as a percent of revenue for the year improved from 31.7 percent in the previous year to 31.8 percent.  “Having a relentless pursuit of cost reduction as part of our strategic focus for the year allowed us to improve our margins despite the unit declines related to the economy, 8; said Morgan.




SG&A for the quarter was $54.3 million versus $52.5 million in the comparable quarter for the prior year.  Employee healthcare expenses were unusually high for the quarter increasing by $1.2 million relative to the prior year fourth quarter and $2.4 million over the third quarter 2009.  Net income for the quarter was $0.9 million or $0.03 per share compared with net income of $0.8 million or $0.03 per share reported for the same quarter 2008.  In addition, the Company incurred $2.4 million on a pre-tax basis or $0.05 per share of expense during the quarter related to previously reported-environmental issues.  On a full year basis, the Company reported a net loss of $12.4 million or $0.43 per share for the current year compared with prior year net income of $6.8 million or $0.24 per share.  The loss for the year included $11.5 million of restructuring charges on a pre-tax basis or $0.24 per share tak en as part of a strategic earnings improvement announced during the third quarter and non-cash pension settlement charges of $20.4 million on a pre-tax basis or $0.43 per share related to lump sum payments made to retirees mainly during the first quarter of 2009.  


Cash flow, as reported on a net debt basis during the recent quarter, was positive by $2.2 million ending the year slightly positive.  Capital expenditures were $2.7 million during the quarter and $8.8 million for the year.  Pension funding was $20.6 million for the year with no contributions made during the recent quarter.   “We are in the final phases of negotiating our new revolving credit facility and expect to complete it near the end of our first quarter,” commented Bob Ginnan, vice president, treasurer and chief financial officer.  “This will provide us sufficient liquidity to cover current operations and make strategic investments for our future.”


Fiscal Calendar Reporting


When analyzing fourth quarter and fiscal year 2009 results, it is important to note that both time periods include an extra week in 2009 as compared with 2008.  The fourth quarter of fiscal year 2009 was a 14-week quarter as compared to the fourth quarter of fiscal year 2008 which was a 13-week quarter.  Fiscal year 2009 was a 53-week year as compared to fiscal year 2008 which was a 52-week year.  The extra week primarily affects the analysis for revenue and SG&A which the Company estimates at $8.8 million and $3.1 million respectively.

Conference Call

Standard Register’s president and chief executive officer Joseph Morgan and chief financial officer Bob Ginnan will host a conference call at 10 a.m. EST on February 26, 2010, to review the fourth quarter and year-end results.  The call can be accessed via an audio web cast which is accessible at:  http://www.standardregister.com/investorcenter.




Presentation of Information in This Press Release

This press release may contain information that is 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. The presentation of non-GAAP information is not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.   In particular, because our outstanding debt is borrowed under a revolving credit agreement which currently permits us to borrow and repay at will up to a balance of $100 million (subject to limitations related to receivable balances and letters of credit), we measure cash flow performance prior to debt borrowing or repayment. In effect, we evaluate cash flow as the change in net debt (total debt less cash and cash equiva lents).

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. Employing nearly a century of industry expertise, Lean Six Sigma methodologies and other leading technologies, the company helps organizations increase efficiency, reduce costs, mitigate risks, grow revenue and meet the challenges of a changing business landscape. It offers document and label solutions, technology solutions, consulting and print supply chain services to help clients manage documents throughout their enterprises. More information is available at http://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 2010 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, results of the MyC3 initiative and other 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 that will be filed for the year ended January 3, 2010.  The Company undertakes no obligation to revise or update forward-looking statements as a result of new information since these statements may no longer be accurate or timely.  







THE STANDARD REGISTER COMPANY

Fourth Quarter

 

STATEMENT OF OPERATIONS

 

Y-T-D

14 Weeks Ended

13 Weeks Ended

 

(Dollars in thousands, except per share amounts)

 

53 Weeks Ended

52 Weeks Ended

3-Jan-10

28-Dec-08

   

3-Jan-10

28-Dec-08

$184,853 

$196,056 

 

TOTAL REVENUE

 

$694,016 

$791,076 

                125,863 

                135,765 

 

COST OF SALES

 

                473,446 

                540,274 

                  58,990 

                  60,291 

 

GROSS MARGIN

 

                220,570 

                250,802 

   

OPERATING EXPENSES

   

                  54,270 

                  52,494 

 

Selling, general and administrative

 

                205,270 

                228,265 

                         -    

                         -    

 

Pension curtailments and settlements

 

                  20,412 

                      (746)

                    2,407 

                       827 

 

Environmental remediation

 

                    2,513 

                       827 

                       326 

                         -    

 

Asset Impairment

 

                    1,176 

                       164 

                       748 

                    2,878 

 

Restructuring

 

                  11,513 

                    5,621 

                  57,751 

                  56,199 

 

TOTAL OPERATING EXPENSES

 

                240,884 

                234,131 

                    1,239 

                    4,092 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

                 (20,314)

                  16,671 

   

OTHER INCOME (EXPENSE)

   

                      (273)

                      (449)

 

Interest expense

 

                   (1,197)

                   (2,220)

                        35 

                       114 

 

Other income

 

                       390 

                       285 

                      (238)

                      (335)

 

Total Other Expense

 

                      (807)

                   (1,935)

       
   

INCOME (LOSS) FROM CONTINUING OPERATIONS

   

                    1,001 

                    3,757 

 

BEFORE INCOME TAXES

 

                 (21,121)

                  14,736 

       

                       129 

                    2,961 

 

Income Tax (Benefit) Expense

 

                   (8,724)

                    7,905 

                       872 

                       796 

 

NET INCOME (LOSS) FROM CONTINUING OPERATIONS

 

                 (12,397)

                    6,831 

   

DISCONTINUED OPERATIONS

   
   

Loss from discontinued operations, net of taxes

 

                         -    

                         -    

                         -    

                          1 

 

Gain on sale of discontinued operations, net of taxes

 

                         -    

                          5 

$872 

$797 

 

NET INCOME (LOSS)

 

($12,397)

$6,836 

       

                  28,859 

                  28,778 

 

Average Number of Shares Outstanding - Basic

 

                  28,836 

                  28,759 

                  28,914 

                  28,784 

 

Average Number of Shares Outstanding - Diluted

 

                  28,836 

                  28,774 

   

BASIC AND DILUTED INCOME (LOSS) PER SHARE

   

                      0.03 

$0.03 

 

Income (loss) from continuing operations

 

($0.43)

$0.24 

                         -    

                         -    

 

Loss from discontinued operations

 

                         -    

                         -    

                         -    

                         -    

 

Gain on sale of discontinued operations

 

                         -    

                         -    

$0.03 

$0.03 

 

Net income (loss) per share

 

($0.43)

$0.24 

$0.05 

$0.23 

 

Dividends Paid Per Share

 

$0.38 

$0.92 

   

MEMO:

   

                    6,901 

                    6,552 

 

Depreciation and amortization

 

25,044 

26,543 

                    2,844 

                    4,797 

 

Pension loss amortization

 

14,598 

20,014 

     
   

(In Thousands)

3-Jan-10

28-Dec-08

   

ASSETS

   
   

Cash and Cash Equivalents

 

$2,404 

$282 

   

Accounts and Notes Receivable

 

108,524 

112,810 

   

Inventories

 

33,625 

38,718 

   

Other Current Assets

 

24,504 

22,060 

   

Total Current Assets

 

169,057 

173,870 

   

Plant and Equipment

 

85,740 

102,071 

   

Goodwill and Intangible Assets

 

6,557 

7,752 

   

Deferred Taxes

 

104,691 

114,121 

   

Other Assets

 

13,676 

15,563 

     

 

 
   

Total Assets

 

$379,721 

$413,377 

   

LIABILITIES AND SHAREHOLDERS' EQUITY

   
   

Current Portion Long-Term Debt

 

$35,868 

$159 

   

Current Liabilities

 

77,349 

87,296 

   

Deferred Compensation

 

7,699 

8,362 

   

Long-Term Debt

 

33,840 

   

Retiree Healthcare

 

7,425 

8,063 

   

Pension Liability

 

202,146 

235,457 

   

Other Long-Term Liabilities

 

7,080 

5,231 

   

Shareholders' Equity

 

42,154 

34,969 

       
   

Total Liabilities and Shareholders' Equity

 

$379,721 

$413,377 





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