<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
(x) Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarter ended June 30, 1999.
( ) Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the period from to
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Commission file number: 0-11744
Publishers Equipment Corporation
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Texas 75-1653425
- ------------------------ --------------------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
16660 Dallas Parkway, Suite 1100, Dallas, Texas 75248
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 972-931-2312
Check whether the issuer (1) 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
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Number of shares outstanding of the issuer's common stock as of August 9, 1999,
5,234,787 shares of common stock, no par value.
Page 1 of 11 sequentially numbered pages.
<PAGE> 2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Index to Financial Statements
<TABLE>
<CAPTION>
Page
-------
<S> <C>
Publishers Equipment Corporation Consolidated
Balance Sheet 3
Publishers Equipment Corporation Consolidated
Statements of Operations 4
Publishers Equipment Corporation Consolidated
Statements of Cash Flows 5
Publishers Equipment Corporation Notes to
Consolidated Financial Statements 6
In the opinion of management, the financial statements contained herein include
all adjustments, which adjustments are of a normal recurring nature, necessary
for a fair presentation of the Company's consolidated financial position and
results of operations and cash flows. Results of operations for the period ended
June 30, 1999, are not necessarily indicative of results of operations for the
entire year.
</TABLE>
Page 2 of 11 sequentially numbered pages.
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PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30,
1999
----------
ASSETS
<S> <C>
Cash and cash equivalents .................................... $ 43
Accounts receivable .......................................... 530
Inventories .................................................. 9,336
Other current assets ......................................... 114
--------
Total current assets ..................................... 10,023
Property, plant and equipment, net ........................... 1,233
--------
TOTAL ASSETS ................................................. $ 11,256
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities ..................... $ 1,472
Accrued warranty expense ..................................... 360
Customer deposits ............................................ 885
Short term debt .............................................. 1,351
Current portion long term debt ............................... 200
Convertible subordinated note ................................ 1,000
--------
Total current liabilities ................................ 5,268
Long term debt ............................................... 2,248
Other liabilities ............................................ 127
Shareholders' equity:
Preferred stock .......................................... 100
Common stock ............................................. 19,215
Treasury stock ........................................... (168)
Retained deficit ......................................... (15,534)
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Total shareholders' equity ............................ 3,613
--------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................... $ 11,256
========
</TABLE>
Page 3 of 11 sequentially numbered pages.
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PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Share and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues ....................................... $ 3,474 $ 4,527 $ 5,053 $ 6,493
Cost of revenues ............................... 2,730 3,558 4,006 5,006
----------- ----------- ----------- -----------
Gross profit ................................... 744 969 1,047 1,487
Selling, general and administrative expense .... 638 693 1,231 1,259
----------- ----------- ----------- -----------
Operating income (loss) ........................ 106 276 (184) 228
Interest expense ............................... (86) (83) (174) (166)
Interest income ................................ -- 1 -- 1
Other income (expense), net .................... -- 4 (1) (6)
----------- ----------- ----------- -----------
Income (loss) before taxes ..................... 20 198 (359) 57
Provision for income taxes (Note 1) ............ -- -- -- --
----------- ----------- ----------- -----------
Net income (loss) .............................. $ 20 $ 198 $ (359) $ 57
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic .................................... 5,234,787 5,220,253 5,234,787 5,220,253
Diluted .................................. 5,249,321 5,278,271 5,234,787 5,282,804
Income (loss) per share:
Basic .................................... -- 0.04 (0.07) 0.01
Diluted .................................. -- 0.04 (0.07) 0.01
</TABLE>
Page 4 of 11 sequentially numbered pages
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PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Income (loss) from operations .......................... $ (359) $ 57
Adjustments to reconcile loss to
net cash used in operating activities:
Depreciation and amortization .................. 99 74
Provision for losses on doubtful accounts ...... 15 15
Change in assets and liabilities:
Decrease in accounts receivable ................ 875 765
Increase in inventories ........................ (1,121) (1,757)
Decrease (increase) in other current assets .... 75 (33)
Increase (decrease) in accounts payable and
accrued liabilities ...................... (40) 533
Decrease in accrued warranty expense ........... (96) (27)
Increase in customer deposits .................. 302 119
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Net cash used in operations ............................ (250) (254)
Cash flows from investing activities:
Additions to property, plant and equipment ..... (223) (29)
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Net cash used in investing activities .................. (223) (29)
Cash flow from financing activities:
Total borrowings .................................... 4,363 4,938
Total repayments .................................... (3,889) (4,658)
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Net cash provided by financing activities .............. 474 280
Net increase (decrease) in cash and cash equivalents ...... 1 (3)
Cash and cash equivalents at beginning of period .......... 42 38
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Cash and cash equivalents at end of period ................ $ 43 $ 35
======= =======
</TABLE>
Page 5 of 11 sequentially numbered pages.
<PAGE> 6
PUBLISHERS EQUIPMENT CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. The income tax provision for the six month period ending June 30, 1998,
of $19,000 was offset entirely by a corresponding tax benefit related
to the reversal of previously unrecognized temporary differences,
primarily net operating loss carryforwards.
Page 6 of 11 sequentially numbered pages.
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The Company serves the printing industry worldwide with new and remanufactured
single-width, web-fed offset printing equipment through its wholly owned
subsidiary King Press Corporation. Its products meet the needs of printers and
publishers, and range from cost effective presses for newspaper production to
heatset equipment that meet the high quality requirements of commercial
printers. The Company's customer base includes a broad range of small
newspapers, commercial and semi-commercial printers.
Results of Operations
Three Months Ended June 30, 1999
REVENUES. Revenues of $3,474,000 for the second quarter of 1999 compare to
$4,527,000 for the second quarter of 1998, a decrease of approximately 23
percent. Revenues derived from sales to domestic customers were at an expected
level in the second quarter of 1999, having decreased approximately 28% compared
to the second quarter 1998 when the Company achieved the highest level of
domestic revenues in recent years. Domestic markets for printing equipment are
active, sustained by growing expenditures for print advertising and stable
newsprint costs. The company's list of identified domestic sales prospects is as
strong as it has been in recent years, and there is a high level of sales
quotation activity. The competition for orders, however, is intense.
The prolonged currency crisis in Asia and its spread to South America has
focused the attention of equipment suppliers on the North American markets with
the result that potential purchasers have an expanded array of competing
equipment offerings from which to choose. This situation has often delayed the
selection of equipment supplier, and resulted in certain of the larger equipment
manufacturers using deeply discounted pricing to gain competitive advantage.
Both of these developments have had an adverse effect of the Company's
operations.
The Company's order entry rate in the first half of 1999 has
been slowed by delays in equipment purchase decisions, and its profit margins
lowered by the pricing tactics of competitors. The Company's product lines are
designed to be most cost effective, and have been particularly attractive to
purchasers who demand quality production capability, but at low cost. This price
advantage has been eroded by the very deep discounting practices of some
competitors, whom the Company believes price their more highly featured products
below cost to gain sales. The Company will not enter into contractual
arrangements that do not cover equipment costs, and as a result has been removed
from the competition for some orders. This practice can cause confusion among
sales prospects who expects the Company's prices in many cases to be below the
competing equipment offerings.
One of the industry's major equipment suppliers has reported severe financial
difficulties in recent quarters as a result of continuing losses, and the
Company believes that these losses can be attributed to the discounted pricing
tactics it has employed. The Company expects this competitor to emerge from
these financial difficulties, but believes that it's pricing tactics will have
to return to a more sustainable level for this to occur. This development would
also be beneficial to the Company's operations.
Page 7 of 11 sequentially numbered pages.
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Revenues derived from sales to foreign customers increased approximately 63
percent in the second quarter of 1999 compared to the second quarter of 1998,
accounting for 11 percent of total revenues compared to 5 percent for the year
earlier period. Foreign revenue levels in both periods were below the Company's
normal expectations, which the Company attributes primarily to the currency
crisis affecting Asia and South America in 1998 and 1999. The Company is
represented by sales representatives located in over fifty countries, and its
list of foreign sales prospects provide adequate opportunity for foreign sales
to return to a more normal level.
There are signs that the adverse conditions affecting domestic and foreign
printing equipment markets may ease. Certain Asian economies have begun a long
anticipated recovery and the Company believes that equipment pricing practices
may return to a more healthy level. Prior to the Asian currency crisis, printing
equipment markets in this area represented the most attractive sales
opportunities world wide. The Company believes that equipment sales
opportunities in these markets will increase as the economies strengthen.
The slow order entry rate experienced in the first half of 1999 will have a
negative effect on the Company's second half financial performance also. The
Company expects to book into backlog several contracts in the final two quarters
of 1999, but the manufacturing cycle time for new equipment orders would
preclude orders received in the second half from delivery during the year. The
Company is taking steps to control expenses and minimize the effect of reduced
revenue levels on its profitability in 1999.
GROSS PROFIT. Gross profit of $744,000, or 21.4 percent of revenues, for the
second quarter of 1999 compares to $969,000, or 21.4 percent of revenues, for
the second quarter of 1998. The reduction in gross profit in the current quarter
is attributable to the lower level of revenues in the second quarter of 1999.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense of $638,000, or 18.4 percent of revenues, for the second quarter of 1999
compares to $693,000, or 15.3 percent of revenues, for the second quarter of
1998. The reduction in selling, general and administrative expense reflects the
Company's cost control actions taken in response to the lower level of revenues
in the second quarter of 1999.
OTHER INCOME (EXPENSE). Interest expense of $86,000 for the second quarter of
1999 compares to $83,000 for the second quarter of 1998, and is attributable
primarily to borrowings under the King Press Corporation term loan and revolving
line of credit.
NET INCOME. Net income of $20,000, or 0.6 percent of revenues, for the second
quarter of 1999 compares to net income of $198,000, or 4.4 percent of revenues,
for the second quarter of 1998.
Page 8 of 11 sequentially numbered pages.
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Six Months Ended June 30, 1999
REVENUES. Revenues of $5,053,000 for the first half of 1999, compare to
$6,493,000 for the first half of 1998, a decrease of approximately 22 percent.
Revenues derived from sales to domestic customers decreased approximately 29
percent in the first six months of 1999 compared to the first half of 1998.
Revenues derived from sales to foreign customers decreased approximately 24
percent in the six months of 1999 compared to the first half of 1998, accounting
for 20 percent of total revenues compared to 12 percent for the year earlier
period.
GROSS PROFIT. Gross profit of $1,047,000, or 20.7 percent of revenues, for the
first half of 1999 compares to $1,487,000, or 22.9 percent of revenues, for the
first half of 1998. The reduction in gross profit expressed as a percent of
revenues for the six months of 1999 results from a lower overall profit margin
on orders shipped and reduced fixed cost coverage with the lower level of
revenues for the period. Profit margins on equipment shipped in the first half
of 1999 were adversely affected by competitive pricing pressures (See Revenues).
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense of $1,231,000, or 24.4 percent of revenues, for the first half of 1999
compares to $1,259,000, or 19.4 percent of revenues, for the first half of 1998.
The increase in selling, general and administrative expense expressed as a
percent of revenues in the first six months of 1999 is attributable to the lower
level of revenues in the period.
OTHER INCOME (EXPENSE). Interest expense of $174,000 for the first half of 1999
compares to $166,000 for the first half of 1998, and is attributable primarily
to borrowings under the King Press Corporation term loan and revolving line of
credit.
PROVISION FOR TAX. The Company utilized available net operating loss
carryforwards to offset federal and state income tax liabilities for the first
half of 1998 (See Note 1 of Notes to Consolidated Financial Statements).
NET INCOME (LOSS). A net loss of $359,000, or 7.1 percent of revenues, for the
first half of 1999, compares to net income of $57,000 or 0.9 percent of
revenues, for the first half of 1998.
Financial Position and Liquidity
The Company's wholly-owned operating subsidiary King Press Corporation was
supported by (i) a secured $2,000,000 revolving line of credit that expires July
15, 1999; (ii) a secured $2,500,000 term loan that matures July 15, 2001; and
(iii) a $1,000,000 advisory line of credit. The loan agreement pertaining to the
revolving line of credit includes restrictions on indebtedness, liens and the
disposal of assets and requires that financial ratios be maintained; and
provides security through a cross collateralization of all King Press
Corporation assets. The advisory line of credit is conditional and includes
restrictions on its use. At June 30, 1999, King Press Corporation had $1,351,000
outstanding under the revolving line of credit, no borrowings outstanding under
the advisory line and a balance of $2,357,000 owed under the term loan, $184,000
of which is current. King Press Corporation was in compliance with all
provisions of the loan agreement at June 30, 1999. The $2,000,000 revolving line
of credit was renewed at its maturity for a one year extension under existing
terms.
Page 9 of 11 sequentially numbered pages.
<PAGE> 10
The Company's backlog at June 30, 1999, totaled approximately $3,900,000
compared to approximately $3,600,000 at March 31, 1999, and December 31, 1998.
These backlog amounts exclude a $3.3 million equipment order for a customer in
Saudi Arabia that was placed on hold by the Company in the fourth quarter of
1997 when the customer requested a restructuring of the contract payment
schedule. The restructuring of the payment schedule was accomplished, but the
customer has not made a scheduled payment to restart the contract. This contract
will be excluded from backlog until payment by the customer resumes.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
The Company and its subsidiaries from time to time become
involved in various claims and lawsuits incidental to their
businesses. In the opinion of management of the Company, any
ultimate liability arising out of currently pending claims and
lawsuits will not have a material adverse effect on the
consolidated financial condition or results of operations of
the Company.
Item 2. Changes in Securities.
Not Applicable.
Item 3. Defaults upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on June 18, 1999.
One proposal was acted on at the Meeting:
(i) The election of six directors for a one year term.
The results of the vote on this proposal was as follows:
<TABLE>
<CAPTION>
Votes For Votes Against
--------- -------------
<S> <C> <C>
Election of Directors
Simon Bonnier 4,681,451 155,625
James K. Feeney 4,685,551 151,525
Robert S. Hamilton 4,686,135 150,941
Evans Kostas 4,682,900 154,176
Ole B. Rygh 4,685,451 151,625
Reinhart Siewert 4,685,751 151,325
</TABLE>
Page 10 of 11 sequentially numbered pages.
<PAGE> 11
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
Not Applicable.
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.
PUBLISHERS EQUIPMENT CORPORATION
August 9, 1999 By: /s/Roger R. Baier
----------------------------
Roger R. Baier
Vice President Finance &
Treasurer
(Principal Financial Officer)
Page 11 of 11 sequentially numbered pages.
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 0 43
<SECURITIES> 0 0
<RECEIVABLES> 0 530
<ALLOWANCES> 0 0
<INVENTORY> 0 9,336
<CURRENT-ASSETS> 0 10,023
<PP&E> 0 1,233
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 11,256
<CURRENT-LIABILITIES> 0 5,268
<BONDS> 0 0
0 0
0 100
<COMMON> 0 19,215
<OTHER-SE> 0 (15,534)
<TOTAL-LIABILITY-AND-EQUITY> 0 11,256
<SALES> 0 0
<TOTAL-REVENUES> 3,474 5,053
<CGS> 2,730 4,006
<TOTAL-COSTS> 2,730 4,006
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 86 174
<INCOME-PRETAX> 20 (359)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 20 (359)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 20 (359)
<EPS-BASIC> 0 (0.07)
<EPS-DILUTED> 0 (0.07)
</TABLE>
