STANDARD REGISTER CO
10-Q, 1995-08-15
MANIFOLD BUSINESS FORMS
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<PAGE>   1



                          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 Quarter Ended July 2, 1995 

                                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

OHIO CORPORATION                                      31-0455440

600 ALBANY STREET, DAYTON, OHIO                            45401

TELEPHONE NUMBER                                    513-443-1000 


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 July 2, 1995     

Common Stock - $1.00 Par Value            23,940,017

Class A Stock - $1.00 Par Value            4,725,000




                           - 1 of 10 -
<PAGE>   2



                  THE STANDARD REGISTER COMPANY

                              INDEX

                                                            Page 
                                                             No.

PART I - FINANCIAL STATEMENTS

  Consolidated Balance Sheet
   July 2, 1995, January 1, 1995                             3


  Consolidated Statement of Income
   13 Weeks Ended July 2, 1995 and July 3, 1994              4    
   26 Weeks Ended July 2, 1995 and July 3, 1994        


  Consolidated Statement of Cash Flows
   26 Weeks Ended July 2, 1995 and July 3, 1994              5


The consolidated 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 consolidated financial
statements be 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 January 1, 1995.

The consolidated 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.


  Management's Discussion and Analysis of
   Financial Condition and Results of Operations             6-7


PART II - OTHER INFORMATION AND SIGNATURE                    8-10

                              - 2 -

<PAGE>   3
<TABLE>
                  THE STANDARD REGISTER COMPANY
                    CONSOLIDATED BALANCE SHEET
                      (Dollars in Thousands)
                           (Unaudited)
<CAPTION>
                                             July 2,    January 1,
                                               1995        1995    
          ASSETS
<S>                                          <C>         <C>
CURRENT ASSETS
  Cash and Cash Equivalents                  $ 32,583    $ 55,235
  Accounts Receivable, less Allowance
   for Losses                                 153,360     151,952      
  Inventories                                 117,780     100,673
  Deferred Income Tax                           9,592       9,592
  Prepaid Expense                               5,548       4,039
   Total Current Assets                      $318,863    $321,491

PLANT AND EQUIPMENT
  Buildings and Improvements                 $ 59,608     $ 57,472
  Machinery and Equipment                     208,343      193,187
  Office Equipment                             37,231       37,904
   Total                                      305,182      288,563
  Less Accumulated Depreciation               135,140      121,267
   Depreciated Cost                           170,042      167,296
  Construction in Process                      35,808       28,720
  Land                                          3,318        2,789
   Total Plant and Equipment                 $209,168     $198,805
         
OTHER ASSETS
  Goodwill, Patents, and Other                  2,969       2,391
  Investment in Polyforms Joint Venture         4,218       2,972
   Total Other Assets                        $  7,187    $  5,363

TOTAL ASSETS                                 $535,218    $525,659

                 LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Current Maturities of Long-Term Debt       $  6,471    $  6,471      
  Accounts Payable                             16,689      19,071
  Dividends Payable                                 -       5,149
  Accrued Compensation                         24,942      27,994
  Accrued Retirement Expense                    6,146       4,139
  Accrued Other Expense                           207       2,230
  Accrued Taxes, except Income                  4,250       5,181
  Income Taxes Payable                             74       2,278
  Customer Deposits                            15,040       9,807
  Deferred Service Contract Income              9,897       7,360
   Total Current Liabilities                 $ 83,716    $ 89,680

LONG-TERM LIABILITIES
  Long-Term Debt                             $  7,835    $ 11,071
  Retiree Healthcare                           25,232      25,125
  Deferred Income Taxes                        15,817      15,817
   Total Long-Term Liabilities               $ 48,884    $ 52,013

SHAREHOLDERS' EQUITY
   Common Stock, $1.00 Par Value
   24,141,758 Shares Issued in 1995          $ 24,142
   24,084,632 Shares Issued in 1994                      $ 24,085
   Class A Stock, $1.00 Par Value
    4,725,000 Shares Outstanding                4,725       4,725
   Capital in Excess of Stated Value           27,450      26,507
   Retained Earnings                          350,153     332,501
   Treasury Stock, 201,741 Shares at Cost      (3,852)     (3,852)
    Total Shareholders' Equity               $402,618    $383,966

TOTAL LIABILITIES AND SHAREHOLDERS' 
 EQUITY                                      $535,218    $525,659
                                 - 3 -
</TABLE>
<PAGE>   4
<TABLE>
                      THE STANDARD REGISTER COMPANY
                    CONSOLIDATED STATEMENT OF INCOME
                  (In Thousands except Data Per Share)
                              (Unaudited)

<CAPTION>
                                  Second Quarter        Six Months      
                                  13 Weeks Ended      26 Weeks Ended    
                                 July 2,  July 3,     July 2,  July 3,  
                                  1995     1994        1995     1994    
 
<S>                            <C>       <C>        <C>       <C>
TOTAL REVENUE                  $ 222,523 $ 184,306  $ 427,022 $ 368,181

COSTS AND EXPENSES
  Cost of Products Sold        $ 145,433 $ 114,806  $ 275,423 $ 231,064
  Engineering & Research           1,912     1,868      3,924     3,764 
  Selling and Administrative      47,158    43,352     93,963    85,737 
  Depreciation and Amortization    7,543     6,295     14,918    12,606 
  Interest                           263       331        540       537 
 
  Total Costs and Expenses     $ 202,309 $ 166,652  $ 388,768 $ 333,708 
        
   
INCOME BEFORE INCOME TAXES     $  20,214 $  17,654  $  38,254 $  34,473 

  Income Taxes                     8,173     7,094     15,432    13,897


NET INCOME                     $  12,041 $  10,560  $  22,822 $  20,576
        

Average Number of Shares
   Outstanding (000)              28,657    28,713     28,657    28,713

DATA PER SHARE

  Net Income Primary and       
  Fully Diluted                $    0.42 $    0.37  $    0.80 $    0.72
                 
  Dividends Paid               $    0.18 $    0.17  $    0.36 $    0.34









 




                                 - 4 -
</TABLE>
<PAGE>   5
<TABLE>
                      THE STANDARD REGISTER COMPANY
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Dollars in Thousands)
                              (Unaudited)
<CAPTION>
                                                 Six Months
                                                26 Wks Ended
                                              July 2,    July 3,
                                               1995       1994
<S>                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                   $ 22,822    $ 20,576
  
Add Items not Affecting Cash:        
     Depreciation and Amortization           $ 14,918    $ 12,606
     Loss on Sale of Facilities                    52          88       
     Net Change to Post-Retirement Healthcare     106           - 

Increase (Decrease) in Cash Arising from
  Changes in Asset and Liabilities:
     Accounts Receivable                       (1,408)      9,560       
     Inventories                              (17,107)     (1,717)
     Other Assets                              (2,167)        303  
     Accounts Payable                          (2,381)     (8,713)
     Accrued Expenses                          (3,998)     (9,528)
     Income Taxes Payable                      (2,204)     (3,940)      
     Customer Deposits                          5,231           -
     Deferred Service Income                    2,537       2,899 
Net Adjustments                                (6,421)      1,558  

Net Cash Provided by Operating Activities    $ 16,401    $ 22,134 

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Facilities             $     71    $     39
Additions to Plant and Equipment              (25,324)    (37,371)
Investment in Polyforms Joint Venture          (1,246)          -     

Net Cash Used in Investing Activities        $(26,499)   $(37,332)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long-Term Debt         $ (3,235)   $ (3,240)
Proceeds from Issuance of Common Stock          1,000         993 
Dividends Paid                                (10,319)     (9,765)      
Net Cash Used in Financing Activities        $(12,554)   $(12,012)

NET DECREASE IN CASH AND                                              
  CASH EQUIVALENTS                           $(22,652)   $(27,210)

 
Cash and Cash Equivalents, Beginning         $ 55,235    $ 78,994 

CASH AND CASH EQUIVALENTS, ENDING            $ 32,583    $ 51,784 







                                 - 5 -
</TABLE>
<PAGE>   6


                    THE STANDARD REGISTER COMPANY
                MANAGEMENT DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Net income for the second quarter 1995 was $12.0 million, a 14.0%
increase compared to the $10.6 million result for the comparable
quarter of 1994; earnings per share were $.42 vs. $.37 a year earlier. 
For the six months year-to-date period, net income was $22.8 million or
$.80 per share, a 10.9% increase compared to 1994's $20.6 million and
$.72 per share result.

Total revenue increased 20.7% and 16.0% for the quarter and year-to-
date periods, respectively.  Business forms products, representing 76%
of all revenue, increased 18.7% and 13.4% for the respective reporting
periods.  The 18.7% second quarter increase in business forms was a
result of higher unit shipment levels and an average 17.6% increase in
net selling prices due to rising paper prices.  Revenue from
promotional direct mail, representing 13% of all revenue, was up 62.5%
and 48.7% for the quarter and year-to-date periods, respectively, in
major part as a result of the mid-year 1994 acquisition of the
Promotional Graphics Division of UARCO.  Equipment and related
maintenance services and supplies decreased .5% for the quarter which
lowered the year-to-date revenue increase for these products and
services to 5.2%.

The Company experienced paper price increases in the second quarter of
1995, continuing the sharp rise in paper prices begun in June, 1994. 
During the quarter the Company raised forms prices in order to recover
the higher paper costs.  The Company has historically been successful
in realizing the majority of its forms price increases.

As a result of higher paper prices, the Company continues to expect an
unfavorable LIFO charge to pretax earnings in 1995.  The second quarter
pretax LIFO charge was $5.0 million or $.11 per share after tax which
increased the year-to-date pre-tax LIFO charge to $7.5 million or $.16
per share after tax.  Additional LIFO adjustments are expected for the
balance of 1995.

Excluding the effects of LIFO, gross margin (revenue less cost of
products sold) increased $12.6 million and $22.0 million for the
quarter and year-to-date periods, respectively.  Gross margin as
percentage of revenue was down only .8% for the quarter, 36.9% versus a
prior year of 37.7%, and improved a modest .1% on a year-to-date basis,
37.3% versus a prior year of 37.2%, reflecting the Company's generally
successful efforts to recover increased paper costs.

The total of selling, administrative, and R&D expenses increased 8.5%
and 9.4% for the quarter and year-to-date periods, below the comparable
20.7% and 16.0% rates of revenue growth.  Depreciation 





                              - 6 -
<PAGE> 7


expense rose 18% year-to-date, reflecting higher capital spending and
the effects of the Promotional Graphics and the FCA Division of Capital
Graphics, Inc. acquisitions.  Despite a $6.5 million lower average debt
balance in 1995, interest expense through six months was approximately
equal to the comparable period of 1994 as a result of higher interest
rates.

Net cash flow for the first half 1995 was a negative $22.7 million,
resulting primarily from the FCA acquitision and increased working
capital due to higher paper costs.  1995 capital expenditures are
forecasted at $44 million dollars, including acquisition of the FCA and
the recently announced $3.5 million equity investment in F3 Software
Corporation.  The F3 Software Corporation develops and markets forms
design and forms automation software, a key building block for the
Company's electronic products offering to customers.

At quarter-end, cash and cash equivalents stood at $32.6 million. 
Total debt, including current maturities, was $14.3 million, producing
a net cash position of $18.3 million.  Current assets were 3.8 times
the level of current liabilities.  The Company believes that a
combination of internally generated funds and current cash reserves
will be adequate to meet operating and financing needs for the near
term.



























                             
                              - 7 -















<PAGE>   8

                      THE STANDARD REGISTER COMPANY
                            PART II - OTHER INFORMATION

ITEMS 1 THRU 5
     None                            

ITEM 6 - 

     (a)  Exhibits

           Exhibit No.          Description

              27                Financial Data Schedule

     (b)  There have been no reports on Form 8-K filed during the
          quarter for which this report on Form 10-Q is being filed.









































                                   - 8 -

<PAGE>   9
                                 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 thereunto duly authorized.


August 7, 1995 




                                THE STANDARD REGISTER COMPANY




                                    /s/  C. J. Brown                        
                           By C. J. Brown, Senior Vice President-
                                        Administration, Treasurer
                                        & Chief Financial Officer






























                                   - 9 -

<PAGE>   10                                         
                               EXHIBIT INDEX

Number              Description
  
  27                Financial Data Schedule



















































                                  - 10 - 

<TABLE> <S> <C>

<ARTICLE>    5
<LEGEND>

                      The Standard Register Company

                         Financial Data Schedule


This schedule contains summary financial information extracted from The
Standard Register Company financial statements for the quarter ended
July 2, 1995, and is qualified in its entirety by reference to such
financial statements.

</LEGEND>
<MULTIPLIER>   1,000
       
<S>                                     <C>
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                                      Dec-31-1995
<PERIOD-END>                                           Jul-02-1995
<CASH>                                                      32,583
<SECURITIES>                                                     0
<RECEIVABLES>                                              157,339
<ALLOWANCES>                                                 5,164
<INVENTORY>                                                117,780
<CURRENT-ASSETS>                                           318,863
<PP&E>                                                     209,168
<DEPRECIATION>                                             135,140
<TOTAL-ASSETS>                                             535,218
<CURRENT-LIABILITIES>                                       83,716
<BONDS>                                                     14,306 
<COMMON>                                                    28,867
                                            0
                                                      0
<OTHER-SE>                                                 373,751
<TOTAL-LIABILITY-AND-EQUITY>                               535,218
<SALES>                                                    426,146
<TOTAL-REVENUES>                                           427,022
<CGS>                                                      275,423
<TOTAL-COSTS>                                              388,768
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                             1,738
<INTEREST-EXPENSE>                                             540
<INCOME-PRETAX>                                             38,254
<INCOME-TAX>                                                15,432
<INCOME-CONTINUING>                                         22,822
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                22,822
<EPS-PRIMARY>                                                 0.80
<EPS-DILUTED>                                                 0.80
        

</TABLE>


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