<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 March 31, 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
---------------------------------------------------
(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
- -------------------------------------------------- ----------
(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 May 11, 1999,
5,234,787 shares of common stock, no par value.
Page 1 of 9 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
</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 March 31, 1999, are not necessarily indicative of results of operations
for the entire year.
Page 2 of 9 sequentially numbered pages.
<PAGE> 3
PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
March 31,
1999
- --------------------------------------------------------------------------------------------
ASSETS
------
<S> <C>
Cash and cash equivalents ............................... $ 144
Accounts receivable ..................................... 785
Inventories ............................................. 9,324
Other current assets .................................... 182
--------
Total current assets ................................ 10,435
Property, plant and equipment, net ...................... 1,170
--------
TOTAL ASSETS ............................................ $ 11,605
========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable and accrued liabilities ................ $ 1,434
Accrued warranty expense ................................ 397
Customer deposits ....................................... 1,055
Short term debt ......................................... 1,596
Current portion long term debt .......................... 165
Convertible subordinated note ........................... 1,000
--------
Total current liabilities ........................... 5,647
Long term debt .......................................... 2,232
Other liabilities ....................................... 132
Shareholders' equity:
Preferred stock ..................................... 100
Common stock ........................................ 19,215
Treasury stock ...................................... (168)
Retained deficit .................................... (15,553)
--------
Total shareholders' equity ....................... 3,594
--------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .............. $ 11,605
========
- --------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 9 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
March 31,
1999 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues ..................................... $ 1,579 $ 1,966
Cost of revenues ............................. 1,276 1,448
----------- -----------
Gross profit ................................. 303 518
Selling, general and administrative expense... 593 566
----------- -----------
Operating loss ............................... (290) (48)
Interest expense ............................. (76) (83)
Interest income .............................. -- --
Other expense, net ........................... (13) (10)
----------- -----------
Loss before taxes ............................ (379) (141)
Provision for income taxes ................... -- --
----------- -----------
Net loss ..................................... $ (379) $ (141)
=========== ===========
Weighted average shares outstanding:
Basic .................................. 5,234,787 5,220,253
Diluted ................................ 5,259,577 5,287,662
Loss per share:
Basic .................................. (0.07) (0.03)
Diluted ................................ (0.07) (0.03)
- ----------------------------------------------------------------------------------------------------
</TABLE>
Page 4 of 9 sequentially numbered pages
<PAGE> 5
PUBLISHERS EQUIPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Three Months Ended
March 31,
1999 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Loss from operations .................................. $ (379) $ (141)
Adjustments to reconcile loss to
net cash used in operating activities:
Depreciation and amortization ................. 50 45
Provision for losses on doubtful accounts ..... 7 8
Change in assets and liabilities:
Decrease in accounts receivable ............... 629 753
Increase in inventories ....................... (1,109) (1,439)
Decrease (increase) in other current assets ... 6 (46)
Decrease in accounts payable and
accrued liabilities ..................... (73) (737)
Decrease in accrued warranty expense .......... (59) (80)
Increase in customer deposits ................. 472 937
------- -------
Net cash used in operations ........................... (456) (700)
Cash flows from investing activities:
Additions to property, plant and equipment .... (110) (4)
------- -------
Net cash used in investing activities ................. (110) (4)
Cash flow from financing activities:
Total borrowings ................................... 2,080 2,462
Total repayments ................................... (1,412) (1,757)
------- -------
Net cash provided by financing activities ............. 668 705
Net increase in cash and cash equivalents ................ 102 1
Cash and cash equivalents at beginning of period ......... 42 38
------- -------
Cash and cash equivalents at end of period ............... $ 144 $ 39
======= =======
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 9 sequentially numbered pages.
<PAGE> 6
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 March 31, 1999
REVENUES. Revenues of $1,579,000 for the first quarter of 1999 compares to
$1,966,000 for the first quarter of 1998, a decrease of approximately 20
percent. A decline in domestic revenues of approximately 34 percent in the
current period was partially offset by an approximate 19 percent increase in
foreign revenues.
The Company's order entry activity in the fourth quarter of 1998 and the first
quarter of 1999 slowed, which will have an adverse effect on revenue
recognition in the first half of 1999. This slowing is attributed to the
competitive environment in domestic markets that delayed equipment purchase
decisions and the expansion of the Asian currency crisis into South America.
Domestic markets for printing equipment are active, but are crowded with
equipment offerings with both domestic and foreign suppliers. As the currency
crisis in Asia spread to South America, the attention of all equipment
suppliers focused on remaining active markets, principally the United States,
with the result that domestic purchasers have an expanded array of equipment
choices to meet their needs. The consideration of these competing offers has
often delayed the selection of equipment supplier, which in the Company's case,
has been exacerbated by the pricing tactics of certain of the larger equipment
manufacturers. 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
presently been eroded by the very deep discounting practices of some
competitors, whom the Company believes prices its 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.
The Company's backlog at the end of the first quarter includes domestic orders
valued at $2.4 million that are scheduled for delivery in the second quarter of
this year. In addition, there are domestic sales prospects being pursued as
likely backlog additions in the second half of the year. The profit margins on
the contracts in backlog, as well as the contracts being pursued, will be
affected by competitive pricing pressures. The Company has instituted and
maintained cost containment programs to mitigate the effect of reduced profit
margins on contracts.
Page 6 of 9 sequentially numbered pages.
<PAGE> 7
The Company is currently pursuing foreign equipment orders from sales prospects
in Western Europe, and there are some signs of a recovery in Asian markets. The
Company is represented by sales agents in over 50 countries, and is positioned
to capitalize on the sales opportunities world wide as they arise. Revenues
derived from sales to foreign customers accounted for approximately 41 percent
of total revenues in the first quarter of 1999, compared to approximately 28
percent for the year earlier period, and are expected to remain a significant
component of total revenues for the full year 1999.
GROSS PROFIT. Gross profit of $303,000, or 19.2 percent of revenues, for the
first quarter of 1999 compares to $518,000, or 26.3 percent of revenues, for
the first quarter of 1998. The reduction in gross profit expressed as a percent
of revenues in the first quarter of 1999 results from a lower overall profit
margin on orders shipped and reduced fixed cost coverage with the lower level
of revenues. The profit margin on equipment shipped in the current quarter was
adversely affected by competitive pricing pressures (See Revenues).
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense of $593,000, or 37.6 percent of revenues, for the first
quarter of 1999 compares to $566,000, or 28.8 percent of revenues, for the
first quarter of 1998. The increase in selling, general and administrative
expense in the current quarter results primarily from personnel additions to
strengthen the Company's equipment sales activities. This addition was made in
response to expanded sales opportunities that have accompanied improving
domestic printing equipment market conditions.
OTHER INCOME(EXPENSE). Interest expense of $76,000 for the first quarter of
1999 compares to $83,000 for the first quarter of 1998, and is attributable to
borrowings under the King Press Corporation credit facility (See Financial
Position and Liquidity). Net other expense of $13,000 for the first quarter of
1999 compares to net other expense of $10,000 for the first quarter of 1998.
NET LOSS. A net loss of $379,000, or 24.0 percent of revenues, for the first
quarter of 1999 compares to a net loss of $141,000, or 7.2 percent of revenues,
for the first quarter of 1998.
Financial Position and Liquidity
The Company's wholly-owned operating subsidiary King Press Corporation is
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.
Page 7 of 9 sequentially numbered pages.
<PAGE> 8
At March 31, 1999, King Press Corporation had $1,596,000 outstanding under the
revolving line of credit, no borrowings outstanding under the advisory line and
a balance of $2,397,000 owed under the term loan, $165,000 of which is current.
King Press Corporation was in compliance with all provisions of the loan
agreement at March 31, 1999, and expects to renew the revolving line of credit
at its July 15, 1999 maturity.
The Company has a $1,000,000 Convertible Subordinated Note due December 31,
1999. The maturity date of this note has been extended in the past, and the
Company expects to negotiate a further extension of the maturity date.
The Company's backlog at March 31, 1999, totaled $6,900,000 which was unchanged
from the December 31, 1998 level. Included in backlog for both periods is a
$3.3 million equipment order for a customer in Saudi Arabia that was placed on
hold by the Company when the customer requested a restructuring of the 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. The Company expects to restart the contract in 1999, but
there can be no assurance that this will occur.
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.
Not Applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
Not Applicable.
Page 8 of 9 sequentially numbered pages.
<PAGE> 9
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
May 11, 1999 By: /s/Roger R. Baier
----------------------------------
Roger R. Baier
Vice President Finance &
Treasurer
(Principal Financial Officer)
Page 9 of 9 sequentially numbered pages.
<PAGE> 10
Index to Exhibits
<TABLE>
<CAPTION>
Index
Number Description
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 144
<SECURITIES> 0
<RECEIVABLES> 785
<ALLOWANCES> 0
<INVENTORY> 9,324
<CURRENT-ASSETS> 10,435
<PP&E> 1,170
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,605
<CURRENT-LIABILITIES> 5,647
<BONDS> 0
0
100
<COMMON> 19,215
<OTHER-SE> (15,553)
<TOTAL-LIABILITY-AND-EQUITY> 11,605
<SALES> 0
<TOTAL-REVENUES> 1,579
<CGS> 1,276
<TOTAL-COSTS> 1,276
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76
<INCOME-PRETAX> (379)
<INCOME-TAX> 0
<INCOME-CONTINUING> (379)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (379)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
