UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 29, 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 March 29, 1998
Common Stock - $1.00 Par Value 23,701,305
Class A Stock - $1.00 Par Value 4,725,000<PAGE>
INDEX
Page
Part I Financial Information
Item 1. Financial Statements
a) Statement of Income 3
for the 13 Weeks Ended March 29, 1998 and March 30, 1997
Balance Sheet 4
as of March 29, 1998 and December 28, 1997
Statement of Cash Flows 5
for the 13 Weeks Ended March 29, 1998 and March 30, 1997
d) Notes 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 typographical errors that were contained in the Statements of Income
and Cash Flows for the 13 Weeks Ended March 30,1997.
correct the classification of Accrued Restructuring Liability from Long-Term
Liabilities to Current Liabilities.
correct unaudited pro forma information as presented in Note B of the Notes
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.
[CAPTION]
STATEMENT OF INCOME (In Thousands except Data Per Share)
<TABLE>
First Quarter
13 Weeks Ended
Mar. 29, Mar. 30,
1998 1997
<S> <C> <C>
TOTAL REVENUE $344,057 $230,114
COSTS AND EXPENSES
Cost of Products Sold 222,473 136,525
Engineering and Research 2,782 2,481
Selling and Administrative 85,813 56,364
Depreciation and Amortization 13,521 9,156
Interest 3,430 77
Total Costs and Expenses 328,019 204,603
INCOME BEFORE INCOME TAXES 16,038 25,511
Income Taxes 6,347 10,563
NET INCOME $9,691 $14,948
Average Number of Shares Outstanding (000s):
Basic 28,424 28,616
Diluted 28,613 28,824
DATA PER SHARE:
Earnings Per Share
Basic $ 0.34 $ 0.52
Diluted 0.34 0.52
Dividends Paid $ 0.21 $ 0.20
See note to financial statements.<PAGE>
b) BALANCE SHEET (Dollars in Thousands)
Mar. 29, Dec. 28,
ASSETS 1998 1997
CURRENT ASSETS
Cash and Cash Equivalents $ 45,442 $ 67,556
Short Term Investments 15,902 16,055
Accounts Receivable, less Allowance for Losses 261,010 191,031
Deferred Accounts Receivable,
less Allowance for Losses 24,733 -
Inventories
Finished Products 91,075 58,675
Jobs in Process 30,797 16,500
Materials and Supplies 14,683 10,371
Deferred Income Tax 6,168 6,168
Prepaid Expense 10,368 12,462
Total Current Assets 500,178 378,818
PLANT AND EQUIPMENT
Buildings and Improvements 93,355 67,874
Machinery and Equipment 315,745 237,320
Office Equipment 57,199 67,324
Total 466,299 372,518
Less Accumulated Depreciation 168,140 155,634
Depreciated Cost 298,159 216,884
Construction in Process 49,924 39,070
Land 9,457 4,081
Total Plant and Equipment 357,540 260,035
OTHER ASSETS
Goodwill, Patents, and Other 37,477 3,099
Prepaid Pension Expense 73,889 -
Investment in F3 4,785 5,066
Total Other Assets 116,151 8,165
TOTAL ASSETS $973,869 $647,018
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable 50,804 25,296
Dividends Payabl - 5,968
Accrued Compensa 35,634 34,817
Accrued Other Expense 5,397 4,581
Accrued Taxes, except Income 12,803 6,977
Income Taxes Payable 6,089 1,155
Customer Deposits 26,225 21,003
Deferred Service Contract Income 9,062 7,222
Accrued Restructuring 37,030 -
Total Current Liabilities 183,044 107,019
LONG-TERM LIABILITIES
Long-Term Debt 234,670 4,600
Deferred Compensation 2,525 -
Retiree Healthcare 55,253 28,779
Deferred Income Taxes 652 18,685
Total Long-Term Liabilities 293,100 52,064
SHAREHOLDERS EQUITY
Common Stock, $1.00 Par Value
24,333,378 Shares Issued in 1998 24,333
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 32,231 31,599
Retained Earnings 453,948 444,259
Treasury Stock
632,073 Shares at Cost (17,512)
615,073 Shares at Cost (16,956)
Total Shareholders Equity 497,725 487,935
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $973,869 $647,018
See Note to Financial Statements.
<PAGE>
STATEMENT OF CASH FLOWS (Dollars in Thousands)
Three Months
39 Weeks Ended
Mar. 29, Mar. 30,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 9,691 $14,948
Add Items Not Affecting Cash:
Depreciation and Amortization 13,521 9,156
Loss on Sale of Facilities 63 56
Net Change to Investments 138 750
Net Change to Retiree Healthcare 523 455
Net Change to Deferred Compensation 2,525 -
Increase/(Decrease) in Cash Arising from Changes in Assets and Liabilities:
Accounts Receivable 12,181 14,275
Deferred Accounts Receivable 26,036 -
Inventories (35,010) (430)
Other Assets (1,113) 983
Accounts Payable and Accrued Expenses (20,721) (11,907)
Income Taxes Payable 2,834 8,177
Customer Deposits 5,222 2,974
Deferred Service Income 1,840 2,120
Net Adjustments 8,039 26,609
Net Cash Provided by Operating Activities 17,730 41,557
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Facilities 50 120
Additions to Plant and Equipment (14,665) (13,326)
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 (262,720) (16,234)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Long-Term Debt 230,000 -
Payments of Long-Term Debt (1,254) -
Proceeds from Issuance of Common Stock 657 2,204
Redemption of Common Stock (557) (5,275)
Dividends Paid (5,970) (5,750)
Net Cash Provided by (Used in) Financing Activities 222,876 (8,821)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS(22,114) 16,502
Cash and Cash Equivalents, Beginning 67,556 64,550
CASH AND CASH EQUIVALENTS, ENDING $45,442 $81,052
</TABLE>
See note to financial statements.
NOTES TO FINANCIAL STATEMENTS
Note A Basis of Presentation
The accompanying consolidated financial statements include the accounts of
The Standard Register Company and its wholly-owned subsidiary, Uarco
Incorporated, which was acquired on December 31, 1997. Significant
intercompany balances and transactions have been eliminated in the
consolidation process. Uarco Incorporated was merged into The Standard
Register Company on March 31, 1998.
Note B - Acquisition of Uarco Incorporated
On December 31, 1997, the Company acquired all outstanding shares of Uarco
Incorporated. 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)
First Quarter
13 Weeks Ended
Mar. 27, Mar. 28,
1998 1997
<TABLE>
<S> <C> <C>
Total Revenue $344,057 $339,948
Net Income 9,691 6,342
Earnings Per Share
Basic $ 0.34 $ 0.22
Diluted 0.34 0.22
</TABLE>
<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
