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 WILLIAM H. SADLIER, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS __________June_30,_________ December_31, ____1995_____________1994___ ____1994____ (Unaudited) (Note) 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. 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___ 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 ============ ============ ============ ============ WILLIAM H. SADLIER, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended ___________June_30,___________ _____1995____ ____1994_____ 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 ============= ============= 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