<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 September 30, 1999.
( ) Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the period from _________________ to ______________.
Commission file number: 0-11744
Publishers Equipment Corporation
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(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 [ ]
Number of shares outstanding of the issuer's common stock as of October 26,
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
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<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
</TABLE>
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
September 30, 1999, are not necessarily indicative of results of operations for
the entire year.
Page 2 of 11 sequentially numbered pages.
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PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30,
1999
-------------
ASSETS
<S> <C>
Cash and cash equivalents ........................................ $ 42
Accounts receivable .............................................. 1,106
Inventories ...................................................... 8,735
Other current assets ............................................. 111
--------
Total current assets ......................................... 9,994
Property, plant and equipment, net ............................... 1,190
--------
TOTAL ASSETS ..................................................... $ 11,184
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities ......................... $ 1,816
Accrued warranty expense ......................................... 280
Customer deposits ................................................ 9
Short term debt .................................................. 1,829
Current portion long term debt ................................... 205
--------
Total current liabilities .................................... 4,139
Convertible subordinated note .................................... 1,000
Long term debt ................................................... 2,201
Other liabilities ................................................ 123
Shareholders' equity:
Preferred stock .............................................. 100
Common stock ................................................. 19,215
Treasury stock ............................................... (168)
Retained deficit ............................................. (15,426)
--------
Total shareholders' equity ................................ 3,721
--------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ....................... $ 11,184
========
</TABLE>
Page 3 of 11 sequentially numbered pages.
<PAGE> 4
PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Share and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues ......................................... $ 4,121 $ 5,529 $ 9,174 $ 12,023
Cost of revenues ................................. 3,267 4,462 7,273 9,468
----------- ----------- ----------- -----------
Gross profit ..................................... 854 1,067 1,901 2,555
Selling, general and administrative expense ...... 649 760 1,880 2,018
----------- ----------- ----------- -----------
Operating income ................................. 205 307 21 537
Interest expense ................................. (97) (75) (271) (242)
Interest income .................................. -- 1 1 1
Other expense, net ............................... -- (5) (2) (11)
----------- ----------- ----------- -----------
Income (loss) before taxes ....................... 108 228 (251) 285
Provision for income taxes (Note 1) .............. -- -- -- --
----------- ----------- ----------- -----------
Net income (loss) ................................ $ 108 $ 228 $ (251) $ 285
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic ...................................... 5,234,787 5,220,253 5,234,787 5,220,253
Diluted .................................... 5,249,321 5,249,321 5,234,787 5,270,121
Income (loss) per share:
Basic ...................................... 0.02 0.04 (0.05) 0.05
Diluted .................................... 0.02 0.04 (0.05) 0.05
</TABLE>
Page 4 of 11 sequentially numbered pages
<PAGE> 5
PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Income (loss) from operations ................................ $ (251) $ 285
Adjustments to reconcile loss to
net cash provided (used) in operating activities:
Depreciation and amortization ........................ 143 137
Provision for losses on doubtful accounts ............ 22 22
Change in assets and liabilities:
Decrease in accounts receivable ...................... 293 691
Increase in inventories .............................. (520) (309)
Decrease in other current assets ..................... 77 59
Increase (decrease) in accounts payable and
accrued liabilities ............................ 302 (574)
Increase (decrease) in accrued warranty expense ...... (177) 57
Decrease in customer deposits ........................ (574) (285)
------- -------
Net cash provided (used) in operations ....................... (685) 83
Cash flows from investing activities:
Retirements to property, plant and equipment ......... 4 --
Additions to property, plant and equipment ........... (228) (201)
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Net cash used in investing activities ........................ (224) (201)
Cash flow from financing activities:
Total borrowings .......................................... 6,902 9,602
Total repayments .......................................... (5,993) (9,280)
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Net cash provided by financing activities .................... 909 322
Net increase in cash and cash equivalents ....................... -- 204
Cash and cash equivalents at beginning of period ................ 42 38
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Cash and cash equivalents at end of period ...................... $ 42 $ 242
======= =======
</TABLE>
Page 5 of 11 sequentially numbered pages.
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PUBLISHERS EQUIPMENT CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. The income tax provision for the nine month period ending September 30,
1998, of $97,000 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 September 30, 1999
REVENUES. Revenues of $4,121,000 for the third quarter of 1999 compare to
$5,529,000 for the third quarter of 1998, a decrease of approximately 25 percent
that reflects reductions in both domestic and foreign revenues in the current
period. Revenues derived from sales to domestic customers decreased
approximately 8 percent in the third quarter of 1999 compared to the third
quarter of 1998, while revenues derived from sales to foreign customers
decreased approximately 25 percent in this same period.
Both foreign and domestic printing equipment market conditions have been
generally favorable in 1999, and the Company has maintained a high level of
sales quotation activity to both foreign and domestic sales prospects during the
year. While the Company has not lost any of the most promising sales to
competitors, the booking of these potential sales to order backlog has been
delayed by a variety of factors beyond the Company's control. These delays
affected the Company's financial performance in the first three quarters of
1999, and their continuation into the current quarter will be reflected in
fourth quarter financial results which are now expected to fall below 1998
levels.
The Company remains optimistic that several of the domestic and foreign orders
it is pursuing will yet be booked in 1999, and that the Company will enter 2000
with a substantial equipment order backlog. The domestic sales prospect list
includes attractive sales opportunities for both the Company's newspaper and
commercial printing equipment, and the fundamentals for the health of domestic
markets remain favorable. Newsprint cost, which represents the single largest
component of newspaper operating expense, is stable and print advertising
expenditures, which represent the major source of income for the Company's
customer base, are at a healthy level.
The Company's recently introduced Print King IV 4-color newspaper product line
is currently under consideration by both domestic and foreign sales prospects.
The vertical printing tower arrangement of the Print King IV equipment provides
increased product color content and greater production flexibility, within
relatively small space requirements, all important features for the growing
short-run focused product content of newspaper production. The first
installation of this equipment was placed in successful production by a domestic
customer at the beginning of this year and the Company is pursuing an order for
a large domestic newspaper group that it expects to finalize before year end.
Page 7 of 11 sequentially numbered pages.
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During the third quarter of 1999, a second order of the Company's top of the
line Process King printing equipment was delivered to a commercial printer in
the U.S., replacing a competitor's equipment, and discussions are underway for
additional equipment orders that will displace even more of this competitor's
equipment. Commercial printing markets in the U.S. have absorbed much of the
over-capacity that existed in recent years and are now experiencing some growth.
The Company's Process King and Color King product lines are positioned to
compete effectively as commercial equipment sales opportunities arise.
Foreign sales accounted for approximately 55 percent of the Company's total
revenues in the third quarter of 1999 compared to approximately 63 percent for
the third quarter of 1998. During the third quarter of 1999, two equipment
orders were delivered to customers in the Netherlands, including the first
foreign order of the Company's Print King IV printing equipment. The Company's
foreign sales prospect list includes opportunities for the sale of both
newspaper and commercial printing equipment, and foreign sales are expected to
remain a significant component of the Company's total revenues.
GROSS PROFIT. Gross profit for the third quarter of 1999 of $854,000, or 20.7
percent of revenues, compares to $1,067,000, or 19.3 percent of revenues, for
the third quarter of 1998. The reduction in gross profit in the current quarter
is a result of the lower level of revenues during the period.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense for the third quarter of 1999 of $649,000, or 15.7 percent of revenues,
compares to $760,000, or 13.7 percent of revenues, for the third quarter of
1998. The reduction in selling, general and administrative expense in the
current quarter results from reduced business insurance premiums that
accompanied a lower level of revenues, and other cost containment measures taken
by the Company in response to slower business activity.
OTHER INCOME (EXPENSE). Interest expense of $97,000 for the third quarter of
1999 compares to $75,000 for the third quarter of 1998. Interest expense in the
current quarter is attributable primarily to term debt in the King Press
Corporation bank credit facility (see Financial Position and Liquidity)
NET INCOME (LOSS). Net income of $108,000, or 2.6 percent of revenues, for the
third quarter of 1999 compares to net income of $228,000, or 4.1 percent of
revenues, for the third quarter of 1998.
Nine Months Ended September 30, 1999
REVENUES. Revenues of $9,174,000 for the first nine months of 1999 compares to
$12,023,000 for the first nine months of 1998, reflecting a decrease of
approximately 23 percent in both domestic and foreign revenues in the current
period. Revenues derived from sales to foreign customers accounted for
approximately 36 percent of total revenues in both the first nine months of 1999
and 1998. Foreign sales in both 1998 and 1999 have been adversely affected by
the currency crisis in the Far East and South America. The Far East had been one
of the most active markets for printing equipment sales prior to the currency
crisis. As this crisis eases, the Company expects sales to both the very
important Pacific Rim region and South America to improve.
Page 8 of 11 sequentially numbered pages.
<PAGE> 9
GROSS PROFIT. Gross profit for the first nine months of 1999 of $1,901,000, or
20.7 percent of revenues, compares to $2,555,000, or 21.3 percent of revenues,
for the first nine months of 1998. The reduction in gross profit for the first
nine months of 1999 is a result of lower revenues for the period.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
for the first nine months of 1999 of $1,880,000, or 20.5 percent of revenues,
compares to $2,018,000, or 16.8 percent of revenues, for the first nine months
of 1998. The increase in selling, general and administrative expressed as a
percent of revenues in the first nine months of 1999 compared to the year
earlier period is a result of lower revenues in the current period.
OTHER INCOME (EXPENSE). Interest expense of $271,000 for the first nine months
of 1999 compares to $242,000 for the first nine months of 1998. Interest expense
in the current period is attributable primarily to term debt in the King Press
Corporation bank line of credit (see Financial Position and Liquidity).
PROVISION FOR TAX. The Company utilized available net operating loss
carryforwards to offset federal and state income tax liabilities for the first
nine months of 1998 (see Note 1 of Notes to Consolidated Financial Statements).
NET INCOME (LOSS). A net loss of $251,000, or 2.7 percent of revenues, for the
first nine months of 1999 compares to net income of $285,000, or 2.4 percent of
revenues, for the first nine months of 1998.
Financial Position and Liquidity
The Company's wholly-owned operating subsidiary King Press Corporation was
supported in the third quarter of 1999 by (i) a secured $2,000,000 revolving
line of credit that expires July 15, 2000; and (ii) a secured $2,500,000 term
loan that expires July 15, 2001. The loan agreement pertaining to the revolving
line of credit and term loan includes restrictions on indebtedness, liens and
the disposal of assets, and requires that certain financial ratios be
maintained; and, provides security through a cross collateralization of all King
Press Corporation assets.
At September 30, 1999, King Press Corporation had $1,829,000 outstanding under
the revolving line of credit, and a balance of $2,317,000 owed under the term
loan, $188,000 of which is current. The Company was in compliance with all
provisions of the loan agreement at September 30, 1999.
The Company's backlog at September 30, 1999, totaled $1,514,000, compared to
$3,900,000 at June 30, 1999 and $3,600,000 at 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 1997 when the
customer requested a restructured contract payment schedule. The restructuring
of the payment schedule has been accomplished, but the customer has not made a
scheduled payment required to restart the contract. This contract will be
excluded from backlog until payment by the customer resumes.
Page 9 of 11 sequentially numbered pages.
<PAGE> 10
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,
after consultation with legal counsel, 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.
Not Applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
Not Applicable.
Page 10 of 11 sequentially numbered pages.
<PAGE> 11
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
October 26, 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
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1999 JAN-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 0 42
<SECURITIES> 0 0
<RECEIVABLES> 0 1,106
<ALLOWANCES> 0 0
<INVENTORY> 0 8,735
<CURRENT-ASSETS> 0 111
<PP&E> 0 1,190
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 11,184
<CURRENT-LIABILITIES> 0 4,139
<BONDS> 0 0
0 0
0 100
<COMMON> 0 19,215
<OTHER-SE> 0 (15,426)
<TOTAL-LIABILITY-AND-EQUITY> 0 11,184
<SALES> 0 0
<TOTAL-REVENUES> 4,121 9,174
<CGS> 3,267 7,273
<TOTAL-COSTS> 3,267 7,273
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 97 271
<INCOME-PRETAX> 108 (251)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 108 (251)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 108 (251)
<EPS-BASIC> 0.02 (0.05)
<EPS-DILUTED> 0.02 (0.05)
</TABLE>
