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8-K - FORM 8-K - STANDARD REGISTER CO | sr8k102513.htm |
Standard Register®
ADVANCING YOUR REPUTATION
600 Albany St. · Dayton, OH 45417
Investor and media contact:
937.221.1000 · 937.221.1205 (fax)
Carol Merry 614.383.1624
www.standardregister.com
carol.merry@fahlgren.com
Standard Register Reports Third Quarter 2013 Financial Results
Third Quarter Highlights
·
Acquired WorkflowOne in transaction valued at $216.5 million
·
Renewed and extended credit facility
·
Annual savings of $40 million expected when integration is complete at end of 2015
·
Pension accounting change to provide greater transparency for investors; prior periods have been restated
DAYTON, Ohio (October 25, 2013) – Standard Register (NYSE: SR) today announced its financial results for the third quarter of 2013. The Company reported revenue of $199.3 million and a net loss of $23.2 million or $3.92 per diluted share. The results compare to third quarter 2012 revenue of $145.7 million and net income of $2.5 million or $0.43 per diluted share. Results for the third quarter and first three quarters of 2013 include two months of results from WorkflowOne, which Standard Register acquired on August 1, 2013.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA), which excludes certain items as detailed in the attached reconciliation, was $8.0 million compared to $9.3 million for the third quarter of 2012.
“We continue to be challenged by revenue declines in certain printed and transactional forms, however, we are encouraged by the execution of key investments focused on growth solutions and overall rapid pace of integrating WorkflowOne,” said Joseph P. Morgan, Jr., president and chief executive officer. “The acquisition has expanded both our customer base and portfolio of solutions, and we are beginning to realize synergies, including some initial cross-selling of each other’s capabilities. With greater financial stability and flexibility, we are in a more manageable position with our pension obligation and have more resources for investment and executing our strategy. It is an exciting transformational time for our company as we focus on the evolving opportunities of applying workflow, content and analytics to our customers’ communication needs.”
Third Quarter Results
Total revenue for the third quarter of 2013 was $199.3 million compared to $145.7 million in the prior year quarter. Net loss for the third quarter of 2013 was $23.2 million or $3.92 per diluted share compared to net income of $2.5 million or $0.43 per diluted share last year. The change in pension accounting had the effect of adjusting net income for the third quarter of 2012 to $2.5 million from a net loss of $2.6 million. The third quarter of 2013 includes WorkflowOne revenue of $68.3 million and a net loss of $0.6 million, along with $18.5 million of acquisition, integration and restructuring expenses.
Healthcare revenue was $62.9 million compared to $51.5 million in the third quarter of 2012. Operating profit was $2.1 million compared to $2.3 million in the prior year quarter. Technology-enabled healthcare solutions were the primary drivers of sales to new and existing customers, while volumes in clinical documents continued to decline.
Business Solutions revenue was $136.5 million compared to $94.2 million in the third quarter last year. As previously reported, reductions in revenue with a large financial services customer that reorganized its distribution channels and restructured operations are expected to total $18 to $20 million for the year. Revenue from this customer declined $5.4 million during the third quarter. The business unit posted an operating loss of $1.5 million compared to operating profit of $2.3 million in the prior year third quarter.
Gross margin as a percentage of revenue decreased to 26.9 percent from 28.8 percent for the same quarter last year. Gross margin was affected by WorkflowOne transaction expenses, fair value accounting treatment required for finished goods acquired in the WorkflowOne transaction and the ramp-up of the new digital print and distribution Center of Excellence in Jeffersonville, Indiana. Pricing pressure, product mix and declines in volumes also contributed to the decline in gross margin.
Selling, general and administrative (SG&A) expenses were $54.4 million, including $18.9 million of SG&A of WorkflowOne, compared to $37.7 million for the same quarter last year.
First Three Quarters Results
Total revenue was $477.8 million and the Company incurred a net loss of $16.5 million or $2.79 per diluted share for the first three quarters of 2013, compared to revenue of $458.4 million and net income of $6.8 million or $1.16 per diluted share for the first three quarters of 2012. The 2013 results include two months of WorkflowOne. The change in pension accounting had the effect of adjusting net income for the first three quarters of 2012 to $6.8 million from a net loss of $8.9 million.
Adjusted EBITDA, which excludes certain items as detailed in the attached reconciliation, was $27.9 million compared to $31.3 million for the first three quarters of 2012.
Healthcare revenues were $160.6 million compared to $163.3 million in the first three quarters of 2012. Operating profit for the first three quarters of 2013 was $6.0 million compared to $8.6 million for the prior year.
Business Solutions revenues were $317.2 million compared to $295.1 million in the first three quarters of the prior year. Operating profit was $2.3 million compared to $5.6 million for the prior year.
Consolidated gross margin as a percent of revenue was 28.2 percent in the first three quarters of 2013 compared to 29.8 percent for the same period in 2012. SG&A expenses were $124.5 million, including $18.9 million of SG&A of WorkflowOne, compared to $123.4 million in the prior year.
Cash flow on a net debt basis was negative by $6.6 million for the first three quarters of 2013 compared to positive cash flow of $4.0 million for the first three quarters of 2012.
Capital expenditures were $9.1 million compared to $2.4 million in the first three quarters of last year. The Company continues to invest in infrastructure at its digital and distribution Center of Excellence in Jeffersonville, Indiana. Investments were also made in software technology, workflow and digital manufacturing capability.
The Company contributed $18.8 million to its qualified pension plan in the first three quarters of 2013 compared to $18.7 million in the first three quarters of 2012. Total pension contributions for 2013 are expected to be $24.7 million compared to $22.7 million of contributions made in 2012. The Company is encouraged by the recent rise in long-term interest rates. If rates hold at their present level, the Company’s pension liability would be reduced at the end of 2013 by an actuarial gain.
Pension Accounting Change
The Company changed its method of accounting for its pension plans to a more preferable method to recognize actuarial gains and losses in the income statement in the year incurred rather than amortizing them over time. Under the new method permitted under Generally Accepted Accounting Principles (GAAP), certain asset investment gains and losses and liability actuarial gains and losses in excess of a recognition corridor (10 percent of the greater of plan assets or benefit obligations) will be recognized in
the fourth quarter of each year. All historical financial information has been retrospectively adjusted to reflect this pension accounting change, increasing net income by $13.5 million for the first two quarters of 2013 and $15.6 million for the first three quarters of last year. The new method of accounting will provide greater transparency and permit investors to more clearly evaluate and compare the company’s operating performance. The change has no impact on benefits to participants, the Company’s pension liability or pension funding obligations.
Acquisition of WorkflowOne
On August 1, 2013, Standard Register announced that it acquired WorkflowOne in a transaction valued at $216.5 million, financed by assuming $210 million of long-term debt and the issuance of warrants with an estimated value of $6.5 million. Standard Register expects to achieve $40 million in annual savings when the integration of the two companies is complete.
On September 26, 2013, the Company’s Board of Directors approved a new strategic restructuring program in connection with the acquisition of WorkflowOne and the integration of the two companies. Total costs of the restructuring program, which is expected to continue through the end of the calendar year 2015, will be approximately $29.8 million. Except for $0.5 million of inventory impairment, the balance of the restructuring charges will be cash expenditures. The Company also expects to incur approximately $8.5 million in integration costs in connection with the acquisition.
Renewal and Expansion of Credit Facility
During the third quarter, Standard Register announced that it completed an early renewal and an expansion of its credit facility. The Company entered into a five-year $125 million senior-secured asset-based credit facility that provides additional liquidity and the ability to capitalize on opportunities for growth aligned with its strategic objectives. The new facility amends and extends its existing credit facility, which was due to mature on March 31, 2014. The facility is secured by the Company’s existing and future working capital assets.
Conference Call
Standard Register’s President and Chief Executive Officer Joseph P. Morgan, Jr., and Chief Financial Officer Robert Ginnan will host a conference call at 10:00 a.m. EDT on Friday, October 25, 2013, to review the third quarter results. The call can be accessed via an audio webcast accessible at http://www.standardregister.com/investor.
About Standard Register
Standard Register (NYSE:SR), is trusted by the world’s leading companies to advance their reputations and add value to their operations by aligning communications with corporate brand standards. Standard Register’s business is Connectication: leveraging traditional printing and technology-enhanced communications solutions to amplify the effectiveness of connected communications. Providing market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets, Standard Register is the recognized leader in the management and execution of mission-critical communications. More information is available at http://www.standardregister.com.
Safe Harbor Statement
This press release contains 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 could differ materially from the Company’s current expectations.
Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, our ability to successfully integrate the acquired assets or achieve the expected synergies of the WorkflowOne acquisition, access to capital for expanding in our solutions, the pace at which digital technologies and electronic health records (EHR) adoption erode the demand for certain products and services, the success of our plans to deal with the threats and opportunities brought by digital technology, results of cost containment strategies and restructuring
programs, our ability to attract and retain key personnel, variation in demand and acceptance of the Company’s products and services, frequency, magnitude and timing of paper and other raw material price changes, the timing of the completion and integration of acquisitions, general business and economic conditions beyond the Company’s control, and the consequences of competitive factors in the marketplace, including the ability to attract and retain customers. 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. For more information, see the Company’s most recent Form 10-K and other filings with the Securities and Exchange Commission.
Non-GAAP Measures Presented in This Press Release
The Company reports its results in accordance with Generally Accepted Accounting Principles in the United States (GAAP). However, we believe that certain non-GAAP measures found in this press release, when presented in conjunction with comparable GAAP measures, are useful for investors. 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. We discuss several measures of operating performance including non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) and cash flow on a net debt basis, which are not calculated in accordance with GAAP. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.
Management uses Adjusted EBITDA, which excludes pension benefit cost, restructuring and impairment charges, acquisition and integration expense and certain fair value adjustments to evaluate the Company’s results. We believe this non-GAAP financial measure is useful to investors because it provides a more complete understanding of our current underlying operating performance, a clearer comparison of current period results with past reports of financial performance, and greater transparency regarding information used by management in its decision-making. Internally, management and our Board of Directors use this non-GAAP measure to evaluate our business performance. The Company’s debt covenants are also based on the Adjusted EBITDA calculations, although other items are excluded.
In addition, because our credit facility is borrowed under a revolving credit agreement, which currently permits us to borrow and repay at will up to a balance of $125 million (subject to limitations related to receivables, inventories, and letters of credit), we take the measure of cash flow performance prior to borrowing or repayment of the credit facility. In effect, we evaluate cash flow as the change in net debt (credit facility debt less cash and cash equivalents).
The table below provides a reconciliation of these non-GAAP measures to their most comparable measure calculated in accordance with GAAP.
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THE STANDARD REGISTER COMPANY | ||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||
(Unaudited) | ||||||||||||||
Third Quarter | Y-T-D | |||||||||||||
13 Weeks Ended | 13 Weeks Ended | 39 Weeks Ended | 39 Weeks Ended | |||||||||||
Sep 29, 2013 | Sep 30, 2012 | Sep 29, 2013 | Sep 30, 2012 | |||||||||||
$ | 199,339 | $ | 145,722 | TOTAL REVENUE | $ | 477,776 | $ | 458,438 | ||||||
145,687 | 103,690 | COST OF SALES | 343,149 | 321,611 | ||||||||||
53,652 | 42,032 | GROSS MARGIN | 134,627 | 136,827 | ||||||||||
OPERATING EXPENSES | ||||||||||||||
54,384 | 37,683 | Selling, general and administrative | 124,486 | 123,377 | ||||||||||
6,216 | 254 | Acquisition and integration costs | 8,002 | 608 | ||||||||||
1,262 | — | Asset impairments | 1,262 | — | ||||||||||
11,055 | 733 | Restructuring and other exit costs | 11,874 | 3,345 | ||||||||||
72,917 | 38,670 | TOTAL OPERATING EXPENSES | 145,624 | 127,330 | ||||||||||
(19,265 | ) | 3,362 | (LOSS) INCOME FROM OPERATIONS | (10,997 | ) | 9,497 | ||||||||
OTHER INCOME (EXPENSE) | ||||||||||||||
(3,713 | ) | (670 | ) | Interest expense | (4,867 | ) | (2,059 | ) | ||||||
7 | 10 | Other income | 65 | 49 | ||||||||||
(3,706 | ) | (660 | ) | Total other expense | (4,802 | ) | (2,010 | ) | ||||||
(22,971 | ) | 2,702 | (LOSS) INCOME BEFORE INCOME TAXES | (15,799 | ) | 7,487 | ||||||||
252 | 202 | Income tax expense | 686 | 704 | ||||||||||
$ | (23,223 | ) | $ | 2,500 | NET (LOSS) INCOME | $ | (16,485 | ) | $ | 6,783 | ||||
5,931 | 5,846 | Average Number of Shares Outstanding - Basic | 5,909 | 5,836 | ||||||||||
5,931 | 5,846 | Average Number of Shares Outstanding - Diluted | 5,909 | 5,854 | ||||||||||
$ | (3.92 | ) | $ | 0.43 | BASIC (LOSS) INCOME PER SHARE | $ | (2.79 | ) | $ | 1.16 | ||||
$ | (3.92 | ) | $ | 0.43 | DILUTED( LOSS) INCOME PER SHARE | $ | (2.79 | ) | $ | 1.16 | ||||
$ | — | $ | — | Dividends per share declared for the period | $ | — | $ | 0.25 | ||||||
MEMO: | ||||||||||||||
$ | 7,848 | $ | 4,896 | Depreciation and amortization | $ | 17,852 | $ | 16,866 | ||||||
SEGMENT OPERATING RESULTS | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
13 Weeks Ended | 13 Weeks Ended | 39 Weeks Ended | 39 Weeks Ended | |||||||||||
Sep 29, 2013 | Sep 30, 2012 | Sep 29, 2013 | Sep 30, 2012 | |||||||||||
REVENUE | ||||||||||||||
$ | 62,908 | $ | 51,535 | Healthcare | $ | 160,579 | $ | 163,348 | ||||||
136,431 | 94,187 | Business Solutions | 317,197 | 295,090 | ||||||||||
$ | 199,339 | $ | 145,722 | Total Revenue | $ | 477,776 | $ | 458,438 | ||||||
NET (LOSS) INCOME BEFORE TAXES | ||||||||||||||
$ | 2,063 | $ | 2,222 | Healthcare | $ | 5,968 | $ | 8,564 | ||||||
(1,452 | ) | 2,365 | Business Solutions | 2,376 | 5,650 | |||||||||
(23,582 | ) | (1,885 | ) | Unallocated | (44,795 | ) | (6,727 | ) | ||||||
$ | (22,971 | ) | $ | 2,702 | Total Net (Loss) Income Before Taxes | $ | (15,799 | ) | $ | 7,487 |
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CONSOLIDATED BALANCE SHEETS | ||||||||
(In thousands) | ||||||||
(Unaudited) | ||||||||
Sep 29, 2013 | Dec 30, 2012 | |||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 2,804 | $ | 1,012 | ||||
Accounts receivable | 155,019 | 104,513 | ||||||
Inventories | 65,995 | 44,281 | ||||||
Other current assets | 16,940 | 9,248 | ||||||
Total current assets | 240,758 | 159,054 | ||||||
Plant and equipment | 94,765 | 58,923 | ||||||
Goodwill and intangible assets | 140,661 | 13,389 | ||||||
Deferred taxes | 22,765 | 22,765 | ||||||
Other assets | 8,718 | 5,773 | ||||||
Total assets | $ | 507,667 | $ | 259,904 | ||||
LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
Current liabilities | $ | 135,952 | $ | 74,832 | ||||
Deferred compensation | 3,068 | 3,498 | ||||||
Long-term debt | 266,048 | 49,159 | ||||||
Pension benefit liability | 230,575 | 252,665 | ||||||
Other long-term liabilities | 7,256 | 6,610 | ||||||
Shareholders' deficit | (135,232 | ) | (126,860 | ) | ||||
Total liabilities and shareholders' deficit | $ | 507,667 | $ | 259,904 | ||||
CONSOLIDATED STATEMENTS OF CASHFLOWS | ||||||||
(In thousands) | ||||||||
(Unaudited) | ||||||||
Y-T-D | ||||||||
39 Weeks Ended | 39 Weeks Ended | |||||||
Sep 29, 2013 | Sep 30, 2012 | |||||||
Net loss plus non-cash items | $ | 15,914 | $ | 30,591 | ||||
Working capital | 15,427 | 10,541 | ||||||
Restructuring payments | (3,982 | ) | (7,550 | ) | ||||
Contributions to qualified pension plan | (18,766 | ) | (18,703 | ) | ||||
Other | (3,323 | ) | (4,727 | ) | ||||
Net cash provided by operating activities | 5,270 | 10,152 | ||||||
Acquisition cash acquired | 1,665 | — | ||||||
Additions to plant and equipment | (9,065 | ) | (2,441 | ) | ||||
Proceeds from sale of equipment | 171 | 104 | ||||||
Net cash used in investing activities | (7,229 | ) | (2,337 | ) | ||||
Net change in borrowings under credit facility | 8,371 | (4,364 | ) | |||||
Debt issuance costs | (2,357 | ) | — | |||||
Principal payments on long-term debt | (1,840 | ) | (1,914 | ) | ||||
Dividends paid | — | (1,500 | ) | |||||
Other | (398 | ) | (613 | ) | ||||
Net cash provided by (used in) financing activities | 3,776 | (8,391 | ) | |||||
Effect of exchange rate | (25 | ) | 182 | |||||
Net change in cash | $ | 1,792 | $ | (394 | ) |
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RECONCILIATION OF GAAP TO NON-GAAP MEASURES | ||||||||||||||||
(In thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
13 Weeks Ended | 13 Weeks Ended | 39 Weeks Ended | 39 Weeks Ended | |||||||||||||
Sep 29, 2013 | Sep 30, 2012 | Sep 29, 2013 | Sep 30, 2012 | |||||||||||||
$ | (23,223 | ) | $ | 2,500 | GAAP Net (Loss) Income | $ | (16,485 | ) | $ | 6,783 | ||||||
Adjustments: | ||||||||||||||||
252 | 202 | Income taxes | 686 | 704 | ||||||||||||
3,713 | 670 | Interest | 4,867 | 2,059 | ||||||||||||
7,848 | 4,896 | Depreciation and amortization | 17,852 | 16,866 | ||||||||||||
$ | (11,410 | ) | $ | 8,268 | EBITDA | $ | 6,920 | $ | 26,412 | |||||||
Adjustments: | ||||||||||||||||
12,317 | 733 | Restructuring and impairment | 13,136 | 3,345 | ||||||||||||
6,216 | 254 | Acquisition and integration costs | 8,002 | 608 | ||||||||||||
(506 | ) | 60 | Pension expense (benefit) | (1,519 | ) | 890 | ||||||||||
1,392 | — | Fair value adjustments | 1,392 | — | ||||||||||||
$ | 8,009 | $ | 9,315 | Adjusted EBITDA | $ | 27,931 | $ | 31,255 | ||||||||
GAAP Net Cash Flow | $ | 1,792 | $ | (394 | ) | |||||||||||
Adjustments: | ||||||||||||||||
Credit facility paid (borrowed) | (8,371 | ) | 4,364 | |||||||||||||
Non-GAAP Net Cash Flow | $ | (6,579 | ) | $ | 3,970 |