SADLIER WILLIAM H INC
10-Q, 1995-08-14
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                                  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 the quarterly period ended ________________June_30,_1995___________________


Commission file number _________________________0-3037__________________________


___________________________WILLIAM_H._SADLIER,_INC._____________________________
             (Exact name of registrant as specified in its charter)


__________New_York________________              __________13-5363840____________
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification Number)


_____9_Pine_Street,_New_York,_New_York_____________________10005-1002___________
  (Address of principal executive office)               (Zip Code)

Registrant's telephone number, including area code ____(212)_227-2120___________


_________________________________Not_Applicable_________________________________
Former name, former address and former fiscal year, if changed since last
 report.

    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 _______


    Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of July 31, 1995.
Common stock, par value $0.25 per share: 894,296 shares outstanding.

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                       WILLIAM H. SADLIER, INC. AND SUBSIDIARY   
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                         
                                         __________June_30,_________    December_31,   
                                         ____1995_____________1994___    ____1994____  
                                                 (Unaudited)               (Note)
   
<S>                                      <C>             <C>             <C> 

ASSETS:                                                                  
                                                                         
  Cash and cash equivalents              $   340,633     $   595,862     $   871,515
  Accounts receivable                      6,190,240       5,253,084       2,185,333
  Refundable income taxes                  1,412,000       1,763,000            -
  Inventories:                                                                
    Bound books and merchandise            2,930,011       2,185,757       1,652,782
    Sheet stock and work in process           49,259         103,776          55,657   
    Paper                                ____215,513_    _____24,951_    _____79,895_ 
                                           3,194,783       2,314,484       1,788,334
  Prepaid expenses                           314,271         328,336         333,035
  Deferred income taxes                  ____645,200_    ____650,200_    ____645,200_
    Total current assets                  12,097,127      10,904,966       5,823,417 
                                           
  Fixed assets--net                        1,092,158       1,212,406       1,163,009
  Deferred pre-publication costs           6,834,307       5,704,793       6,801,832
  Other assets                           ____786,545_    ____645,888_    ____751,927_
                                                                            
                                         $20,810,137     $18,468,053     $14,540,185
                                         ============    ============    ============ 
LIABILITIES AND SHAREHOLDERS' EQUITY:                                       

  Current portion of long-term debt      $   100,000     $      -        $   100,000                                         
  Notes payable--banks                     8,650,000       7,200,000            -     
  Accounts payable                         1,169,167       1,246,134         986,436
  Accrued royalties                          372,923         330,151       1,082,481
  Other liabilities and   
    accrued expenses                     ____938,210_    ____857,870_    ____868,837_
    Total current liabilities             11,230,300       9,634,155       3,037,754
                                                                            
  Long-term debt                             250,000            -            300,000     

  Deferred income taxes                       41,800          32,900          41,800
                                                                              
  Shareholders' equity:                                                         
    Common shares                            225,000         225,000         225,000
    Retained earnings                    __9,094,770_    __8,607,731_    _10,967,364_
                                           9,319,770       8,832,731      11,192,364 
    Less treasury shares, at cost        ____(31,733)    ____(31,733)    ____(31,733)
                                         __9,288,037_    __8,800,998_    _11,160,631_
                                         $20,810,137     $18,468,053     $14,540,185
                                         ============    ============    ============ 

<FN>

Note:  The balance sheet at December 31, 1994 has been taken from the audited   
       financial statements at that date and condensed.                     

</TABLE>
                                      

<TABLE>
<CAPTION>                                                                     

                         WILLIAM H. SADLIER, INC. AND SUBSIDIARY   
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                    (Unaudited)



                                                      Six months ended                Three months ended 
                                               ___________June 30,_________     ___________June_30,_________
                                               _____1995___    _____1994___     _____1995___    _____1994___
<S>                                            <C>             <C>              <C>             <C> 
                                                                           
Net sales                                      $ 6,982,161     $ 6,000,356      $ 6,137,202     $ 5,189,446
                                                                                
Operating costs and expenses:                                                   
   Manufacturing, royalty and amortization       2,911,189       2,406,753        2,093,016       1,644,412          
   Editorial and distribution                    2,005,779       2,300,546          991,604       1,269,486          
   Selling, general and administrative         __5,168,166_    __5,306,195_     __2,724,624_    __2,777,083_ 
                                               _10,085,134_    _10,013,494_     __5,809,244_    __5,690,981_ 

Operating income (loss)                         (3,102,973)     (4,013,138)         327,958        (501,535)

Other income (expense):                                                    
   Interest income                                     522           8,703                7             738
   Other income                                     20,289           5,024            4,274           4,189   
   Interest expense                            ___(202,432)    ___(101,248)     ___(157,129)    ____(84,507) 
                                               ___(181,621)    ____(87,521)     ___(152,848)    ____(79,580)

Income (loss) before income taxes               (3,284,594)     (4,100,659)         175,110        (581,115)
Provision (credit) for income taxes            _(1,412,000)    _(1,763,000)     _____76,000_    ___(250,000) 
                                                                      
Net income (loss)                               (1,872,594)     (2,337,659)          99,110        (331,115)

Retained earnings at beginning of period       _10,967,364_    _10,945,390_     __8,995,660_    __8,938,846_
                                                                                
Retained earnings at end of period             $ 9,094,770     $ 8,607,731      $ 9,094,770     $ 8,607,731   
                                               ============    ============     ============    ============
 
Income (loss) per common share                 $     (2.09)    $     (2.61)     $       .11     $      (.37)  
                                               ============    ============     ============    ============

Average common shares outstanding                  894,296         896,439          894,296         894,296
                                               ============    ============     ============    ============ 
                                                                               

</TABLE>








 
                                     

<TABLE>
<CAPTION>

                         WILLIAM H. SADLIER, INC. AND SUBSIDIARY 
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                       (Unaudited) 


                                                               Six months ended        
                                                         ___________June_30,___________
                                                         _____1995____    ____1994_____

<S>                                                      <C>              <C>
                                                                          
CASH FLOW USED IN OPERATIONS:                                                
    Cash used in operations                              $_(7,846,254)    $_(7,546,148) 
                                                                               
CASH FLOW USED IN INVESTING ACTIVITIES:                                           
  Proceeds from sale of short-term investments                   -             695,880
  Capital expenditures                                        (32,153)        (100,661)
  Prepublication cost expenditures                         (1,252,475)      (1,656,565) 
  Purchase of textbook series                            ________-____    ____(360,000)
    Cash used in investing activities                    __(1,284,628)    __(1,421,346)
                                                                            
CASH FLOW FROM FINANCING ACTIVITIES:                                        
  Net borrowings under lines of credit                      8,650,000        7,200,000  
  Repayment of long-term debt                                 (50,000)            -
  Purchase of treasury shares                            ________-____    _____(25,000)
    Cash provided by financing activities                ___8,600,000_    ___7,175,000_
                                                                            
Decrease in cash and cash equivalents                        (530,882)      (1,792,494)          

Cash and cash equivalents at beginning of period         _____871,515_    ___2,388,356_
                                                                            
Cash and cash equivalents at end of period               $    340,633     $    595,862 
                                                         =============    =============


OTHER CASH FLOW INFORMATION:
  Depreciation and amortization                          $  1,335,175     $  1,216,387
                                                         =============    =============
</TABLE>
























                                      


                    WILLIAM H. SADLIER, INC. AND SUBSIDIARY  
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.  Condensed Consolidated Financial Statements

    The condensed consolidated balance sheets as of June 30, 1995 and 1994, 
and both the condensed consolidated statements of operations and retained 
earnings and the condensed consolidated statements of cash flows for the six-
month and three-month periods then ended have been prepared by the Company 
without audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and changes in cash flows for all periods
presented have been made.

    Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial 
statements and related notes included in the Company's Annual Report for the 
year ended December 31, 1994.

2.  Seasonality

    Historically, educational publishing has been subject to the seasonality 
associated with the educational year, resulting in a concentration of sales in
the third calendar quarter.  Therefore, the results of operations for the six
months ended June 30, 1995 should not necessarily be considered indicative of 
the results for the year ending December 31, 1995.

























                                      

Item 2.  Management's_Discussion_and_Analysis_of_Financial_Condition
         and_Results_of_Operations

 
Results_of_Operations

Net sales in the six months ended June 30, 1995 were 16% higher than in the 
same period in 1994.  The Catholic School and Parish Editions of Coming_to_ 
Faith, and New_Progress_in_Mathematics and Vocabulary_Workshop all contributed
to the increase.

Manufacturing costs in 1995 remained higher due primarily to increased paper
prices.  The Company modestly raised the prices for its products at the
beginning of 1995 and expects to offset most of the remainder of these higher
costs for paper by reasonably increasing its prices in the third quarter of
1995.  Editorial expenses were lower in 1995, reflecting the completion of the
revision of several major series.  Promotional expenses related to those series
decreased from 1994 levels.  General and administrative expenses also were
lower in 1995.

Interest expense increased in 1995 due to higher levels of borrowing and higher
interest rates, while interest income decreased because of a reduction in funds
available for investment.  Cash discounts related to increased paper purchases
in the six months ended June 30, 1995 accounted for most of the change in 
"other income."

The provision and credits for income taxes in 1995 and 1994 were based on the
effective 
rates estimated for each full year.

Liquidity_and_Capital_Resources

Cash and cash equivalents at June 30, 1995 decreased by $255,000 from the
June 30, 1994 level.  Working capital decreased by $404,000 from the
comparable date in 1994, primarily due to greater prepublication cost and
editorial expenditures in the year ended December 31, 1994.  These expenditures
were incurred to complete the revisions of New_Progress_in_Mathematics and the
Parish Edition of Coming_to_Faith, and to begin the revision of the Catholic
School Edition of Coming_to_Faith.  Because of the reduced availability of
paper in 1995, the Company  purchased significantly more paper for inventory
than it normally does during the six months ended June 30, 1995 to ensure an 
adequate supply for its printing requirements.  Inventory levels also reflected
the increased printing requirements of the newly revised series.

Cash flow provided by operations has generally been sufficient to finance
investment in new products, equipment and facilities, dividends paid to
shareholders and the repayment of short-term bank borrowing.  Management 
believes this will continue to be true in 1995.

In July of 1995, the Company increased its lines of credit with its banks, from
$9,000,000 to $10,500,000.  Each year, because of the seasonality associated
with educational publishing, the Company must draw on its lines of credit. 
During the latter part of each year, such borrowing is repaid and excess funds
are available for investment in cash equivalents and short-term securities.
At June 30, 1995 and 1994, such short-term borrowing amounted to $8,650,000
and $7,200,000, respectively.




                                      


PART_II.__OTHER_INFORMATION


All items required hereunder have been omitted because they are inapplicable
or would result in negative answers.




                               SIGNATURES


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.




                                                    _WILLIAM_H._SADLIER,_INC._ 
                                                             (Registrant)




__August_3,_1995__                    By: /s/_Frank_S._Dinger___________________
    (Date)                                Frank S. Dinger                   
                                          Chairman of the Board and       
                                          Chief Operating Officer
  
   
 

__August_3,_1995__                    By: /s/_Henry_E._Christel_________________
    (Date)                                Henry E. Christel       
                                          Vice President, Treasurer
                                          Principal Financial Officer


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from the Condensed
Consolidated Balance Sheets and Condensed Consolidated Statements of
Operations and Retained Earnings in accordance with Article 5 of
Regulation S-X.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1995
<PERIOD-END>                               JUN-30-1995             JUN-30-1995
<CASH>                                         340,633                 340,633
<SECURITIES>                                         0                       0
<RECEIVABLES>                                6,513,182               6,513,182
<ALLOWANCES>                                   322,942                 322,942
<INVENTORY>                                  3,194,783               3,194,783
<CURRENT-ASSETS>                            12,097,127              12,097,127
<PP&E>                                       1,969,887               1,969,887
<DEPRECIATION>                                 877,729                 877,729
<TOTAL-ASSETS>                              20,810,137              20,810,137
<CURRENT-LIABILITIES>                       11,230,300              11,230,300
<BONDS>                                              0                       0
<COMMON>                                       225,000                 225,000
                                0                       0
                                          0                       0
<OTHER-SE>                                   9,063,037               9,063,037
<TOTAL-LIABILITY-AND-EQUITY>                20,810,137              20,810,137
<SALES>                                      6,982,161               6,137,202
<TOTAL-REVENUES>                             6,982,161               6,137,202
<CGS>                                        2,911,189               2,093,016
<TOTAL-COSTS>                               10,085,134               5,809,244
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                             202,432                 157,129
<INCOME-PRETAX>                            (3,284,594)                 175,110
<INCOME-TAX>                               (1,412,000)                  76,000
<INCOME-CONTINUING>                        (1,872,594)                  99,110
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                               (1,872,594)                  99,110
<EPS-PRIMARY>                                   (2.09)                     .11
<EPS-DILUTED>                                   (2.09)                     .11
        

</TABLE>


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