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<PAGE>
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.<PAGE>
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
<TABLE>
<S> <C> <C> <C> <C>
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.<PAGE>
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.
<PAGE>
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
</TABLE>
See note to financial statements.
<PAGE>
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
<PAGE>
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
