<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
F O R M 1 0 - 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, 1994
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 1-3579
PITNEY BOWES INC.
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
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, and (2) has been subject to such filing requirements for the
past 90 days. Yes X No_____
Number of shares of common stock, $2 par value, outstanding as of June
30, 1994 is 157,536,593.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 2 of 15
Pitney Bowes Inc.
Index
Page Number
Part I - Financial Information:
Consolidated Statement of Income - Three and Six
Months Ended June 30, 1994 and 1993. . . . . . . . . . . . . . . 3
Consolidated Balance Sheet - June 30, 1994
and December 31, 1993. . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1994 and 1993. . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . 6 - 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . . . 8 - 11
Part II - Other Information:
Item 4: Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . . . . . . . . . . 12
Item 6: Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Exhibit (i) - Computation of Earnings per Share. . . . . . . . . . . 14
Exhibit (ii) - Computation of Ratio of Earnings
to Fixed Charges. . . . . . . . . . . . . . . . . . 15
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 3 of 15 Part I - Financial Information
Pitney Bowes Inc.
Consolidated Statement of Income
(Unaudited)
<TABLE>
(Dollars in thousands, except per share data)
<CAPTION> Three Months Ended June 30, Six Months Ended June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Revenue from:
Sales. . . . . . . . . . . . . . . . . . . . . . $ 454,130 $ 403,082 $ 870,734 $ 782,400
Rentals and financing. . . . . . . . . . . . . . 369,275 339,820 699,995 664,698
Support services . . . . . . . . . . . . . . . . 131,456 131,455 260,909 260,683
Total revenue. . . . . . . . . . . . . . . . . 954,861 874,357 1,831,638 1,707,781
Costs and expenses:
Cost of sales. . . . . . . . . . . . . . . . . . 252,862 215,975 485,523 423,389
Cost of rentals and financing. . . . . . . . . . 129,462 117,114 232,653 218,825
Selling, service and administrative. . . . . . . 347,341 335,478 676,180 654,630
Research and development . . . . . . . . . . . . 23,149 23,293 46,878 49,299
Interest, net. . . . . . . . . . . . . . . . . . 45,427 43,744 86,926 92,506
Total costs and expenses . . . . . . . . . . . 798,241 735,604 1,528,160 1,438,649
Income before income taxes . . . . . . . . . . . . 156,620 138,753 303,478 269,132
Provision for income taxes . . . . . . . . . . . . 58,002 51,447 112,998 99,766
Income before effect of a change in accounting
for postemployment benefits. . . . . . . . . . . 98,618 87,306 190,480 169,366
Effect of a change in accounting for
postemployment benefits. . . . . . . . . . . . . - - (119,532) -
Net income . . . . . . . . . . . . . . . . . . . . $ 98,618 $ 87,306 $ 70,948 $ 169,366
Income per common and common equivalent share:
Income before effect of a change in
accounting for postemployment benefits . . . . $ .62 $ .55 $ 1.20 $ 1.07
Effect of a change in accounting for
postemployment benefits. . . . . . . . . . . . - - (.75) -
Net income . . . . . . . . . . . . . . . . . . . $ .62 $ .55 $ .45 $ 1.07
Average common and common equivalent shares
outstanding. . . . . . . . . . . . . . . . . . . 159,117,094 159,001,965 159,349,831 158,958,754
Dividends declared per share of common stock . . . $ .26 $ .225 $ .52 $ .45
Ratio of earnings to fixed charges . . . . . . . . 3.69 3.45 3.66 3.32
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 4 of 15
Pitney Bowes Inc.
Consolidated Balance Sheet
(Unaudited)
<TABLE>
(Dollars in thousands) June 30, December 31,
<CAPTION> 1994 1993
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . $ 79,793 $ 54,653
Short-term investments, at cost which
approximates market. . . . . . . . . . . . . . . 1,351 1,153
Accounts receivable, less allowances:
6/94, $17,202; 12/93, $16,691. . . . . . . . . . 403,822 411,810
Finance receivables, less allowances:
6/94, $35,967; 12/93, $39,488. . . . . . . . . . 978,664 994,998
Inventories (Note 2) . . . . . . . . . . . . . . . 431,796 394,744
Other current assets and prepayments . . . . . . . 73,414 79,391
Total current assets . . . . . . . . . . . . . . 1,968,840 1,936,749
Property, plant and equipment, net (Note 3). . . . . 554,855 555,038
Rental equipment and related
inventories, net (Note 3). . . . . . . . . . . . . 650,127 641,588
Property leased under capital
leases, net (Note 3) . . . . . . . . . . . . . . . 13,200 15,451
Long-term finance receivables, less allowances:
6/94, $80,723; 12/93, $77,024. . . . . . . . . . . 2,868,978 2,895,952
Goodwill, net of amortization:
6/94, $37,608; 12/93, $33,640. . . . . . . . . . . 228,144 231,309
Other assets . . . . . . . . . . . . . . . . . . . . 551,580 517,729
Total assets . . . . . . . . . . . . . . . . . . . . $6,835,724 $6,793,816
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and
accrued liabilities (Note 4) . . . . . . . . . . $ 619,049 $ 675,559
Income taxes payable . . . . . . . . . . . . . . . 230,564 200,110
Notes payable and current portion of
long-term obligations (Note 4) . . . . . . . . . 2,099,356 2,081,872
Advance billings . . . . . . . . . . . . . . . . . 329,051 315,840
Total current liabilities. . . . . . . . . . . . 3,278,020 3,273,381
Deferred taxes on income . . . . . . . . . . . . . . 353,100 409,660
Long-term debt . . . . . . . . . . . . . . . . . . . 803,489 847,316
Other noncurrent liabilities (Note 5). . . . . . . . 573,502 391,864
Total liabilities. . . . . . . . . . . . . . . . 5,008,111 4,922,221
Stockholders' equity:
Cumulative preferred stock, $50 par
value, 4% convertible. . . . . . . . . . . . . . 53 68
Cumulative preference stock, no par
value, $2.12 convertible . . . . . . . . . . . . 2,857 2,969
Common stock, $2 par value . . . . . . . . . . . . 323,338 323,338
Capital in excess of par value . . . . . . . . . . 35,098 36,762
Retained earnings. . . . . . . . . . . . . . . . . 1,663,041 1,674,168
Cumulative translation adjustments . . . . . . . . (51,765) (47,319)
Treasury stock, at cost. . . . . . . . . . . . . . (145,009) (118,391)
Total stockholders' equity . . . . . . . . . . . 1,827,613 1,871,595
Total liabilities and stockholders' equity . . . . . $6,835,724 $6,793,816
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 5 of 15
Pitney Bowes Inc.
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
(Dollars in thousands)
<CAPTION> Six Months Ended June 30,
1994 1993
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 70,948 $ 169,366
Effect of a change in accounting for
postemployment benefits. . . . . . . . . . . . . 119,532 -
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization. . . . . . . . . 141,380 128,931
Nonrecurring charges, net. . . . . . . . . . . (344) (1,552)
Increase in deferred taxes on income . . . . . 20,094 28,206
Change in assets and liabilities:
Accounts receivable. . . . . . . . . . . . . 7,802 14,968
Sales-type lease receivables . . . . . . . . (38,510) (22,798)
Inventories. . . . . . . . . . . . . . . . . (37,797) (36,542)
Other current assets and prepayments . . . . 7,399 (5,073)
Accounts payable and accrued
liabilities. . . . . . . . . . . . . . . . (72,216) (18,462)
Income taxes payable . . . . . . . . . . . . 36,372 (33,102)
Advance billings . . . . . . . . . . . . . . 13,636 2,785
Other, net . . . . . . . . . . . . . . . . . . (43,247) (13,987)
Net cash provided by operating
activities . . . . . . . . . . . . . . . . 225,049 212,740
Cash flows from investing activities:
Short-term investments . . . . . . . . . . . . . . (198) 255
Net investment in fixed assets . . . . . . . . . . (146,779) (122,485)
Net investment in direct-finance lease
receivables. . . . . . . . . . . . . . . . . . . 73,462 171,107
Investment in leveraged leases . . . . . . . . . . 966 5,267
Net cash (used in) provided by
investing activities . . . . . . . . . . . (72,549) 54,144
Cash flows from financing activities:
Decrease in notes payable. . . . . . . . . . . . . (77,042) (7,605)
Proceeds from long-term obligations. . . . . . . . 200,000 -
Principal payments on long-term obligations. . . . (138,713) (200,292)
Proceeds from issuance of stock. . . . . . . . . . 18,008 18,007
Stock repurchases. . . . . . . . . . . . . . . . . (48,183) (5,144)
Dividends paid . . . . . . . . . . . . . . . . . . (82,075) (70,841)
Net cash used in financing activities. . . . (128,005) (265,875)
Effect of exchange rate changes on cash. . . . . . . 645 6
Increase in cash and cash equivalents. . . . . . . . 25,140 1,015
Cash and cash equivalents at beginning
of period. . . . . . . . . . . . . . . . . . . . . 54,653 71,016
Cash and cash equivalents at end of period . . . . . $ 79,793 $ 72,031
Interest paid. . . . . . . . . . . . . . . . . . . . $ 89,962 $ 106,111
Income taxes paid. . . . . . . . . . . . . . . . . . $ 54,695 $ 99,960
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 6 of 15
Pitney Bowes Inc.
Notes to Consolidated Financial Statements
Note 1:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of Pitney Bowes Inc. (the Company), all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial
position of the Company as of June 30, 1994 and the results of its
operations and cash flows for the six months ended June 30, 1994 and 1993
have been included. Operating results for the six months ended June 30,
1994 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1994. These statements should be read
in conjunction with the financial statements and notes thereto included
in the Company's Annual Report to Stockholders and Form 10-K Annual Report
for the year ended December 31, 1993.
Note 2:
<TABLE>
Inventories are comprised of the following:
<CAPTION>
(Dollars in thousands) June 30, December 31,
1994 1993
<S> <C> <C>
Raw materials and work in process . . . . . . . $ 110,031 $ 98,647
Supplies and service parts. . . . . . . . . . . 106,945 98,773
Finished products . . . . . . . . . . . . . . . 214,820 197,324
Total . . . . . . . . . . . . . . . . . . . . . $ 431,796 $ 394,744
</TABLE>
Note 3:
<TABLE>
Fixed assets are comprised of the following:
<CAPTION>
(Dollars in thousands) June 30, December 31,
1994 1993
<S> <C> <C>
Property, plant and equipment . . . . . . . . . $1,172,310 $1,136,849
Accumulated depreciation. . . . . . . . . . . . (617,455) (581,811)
Property, plant and equipment, net. . . . . . . $ 554,855 $ 555,038
Rental equipment and related
inventories . . . . . . . . . . . . . . . . . $1,448,412 $1,426,395
Accumulated depreciation. . . . . . . . . . . . (798,285) (784,807)
Rental equipment and related
inventories, net. . . . . . . . . . . . . . . $ 650,127 $ 641,588
Property leased under capital
leases. . . . . . . . . . . . . . . . . . . . $ 40,990 $ 48,792
Accumulated amortization. . . . . . . . . . . . (27,790) (33,341)
Property leased under capital
leases, net . . . . . . . . . . . . . . . . . $ 13,200 $ 15,451
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 7 of 15
Note 4:
<TABLE>
Current liabilities include the following:
<CAPTION>
(Dollars in thousands) June 30, December 31,
1994 1993
<S> <C> <C>
Accounts payable and accrued liabilities:
Accounts payable - trade . . . . . . . . . . . . . $ 133,859 $ 187,480
Accrued salaries, wages
and commissions. . . . . . . . . . . . . . . . . 64,066 94,092
Accrued pension benefits . . . . . . . . . . . . . 102,649 80,898
Miscellaneous accounts payable
and accrued liabilities. . . . . . . . . . . . . 318,475 313,089
Total. . . . . . . . . . . . . . . . . . . . . . $ 619,049 $ 675,559
Notes payable and current portion
of long-term obligations:
Notes payable and overdrafts . . . . . . . . . . . $1,921,604 $2,000,364
Current portion of long-term debt. . . . . . . . . 175,242 78,222
Current portion of capital lease
obligations. . . . . . . . . . . . . . . . . . . 2,510 3,286
Total. . . . . . . . . . . . . . . . . . . . . . $2,099,356 $2,081,872
</TABLE>
Note 5:
<TABLE>
Other noncurrent liabilities include
the following:
<CAPTION> June 30, December 31,
(Dollars in thousands) 1994 1993
<S> <C> <C>
Accrued nonpension postretirement
benefits . . . . . . . . . . . . . . . . . . . . $ 357,407 $ 362,402
Accrued postemployment benefits. . . . . . . . . . 188,735 -
Long-term capital lease obligations. . . . . . . . 27,360 29,462
Total. . . . . . . . . . . . . . . . . . . . . . . $ 573,502 $ 391,864
</TABLE>
Note 6:
The Company adopted Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (FAS 112) as of January
1, 1994. FAS 112 requires that postemployment benefits be recognized on
the accrual basis of accounting for fiscal years beginning after December
15, 1993. Postemployment benefits include primarily Company provided
medical benefits to disabled employees and Company provided life insurance
as well as other disability- and death-related benefits to former or
inactive employees, their beneficiaries and covered dependents.
The one-time effect of adopting FAS 112 was a non-cash, after-tax charge
of $119.5 million (net of approximately $80.5 million of income taxes), or
75 cents per share. Application of this new standard had no significant
effect on the Company's 1994 expense.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 8 of 15
Pitney Bowes Inc.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations - second quarter 1994 vs. second quarter 1993
Revenue increased nine percent to $954.9 million in 1994 while net income
increased 13 percent to $98.6 million. The second quarter revenue
increase included nine percent from growth in volume and one percent from
price increases offset, in part, by a one percent unfavorable foreign
currency exchange rate impact.
Sales revenue increased 13 percent in 1994 primarily due to the
acquisition of Ameriscribe Corporation, a nationwide provider of on-site
reprographics, mailroom and other office services, in the fourth quarter
of 1993. The sales revenue of the business equipment segment was
favorably impacted by strong growth in domestic facsimile supplies to
support our growing plain paper equipment base, domestic copier and
mailing product placements and improved performance in the mailing
business in the U.K. Higher communications recording systems placements
were offset by slower dictation equipment and systems sales. Sales
revenue from the business supplies and services segment increased
significantly reflecting the growth of the facilities management business
and the demand for new marking systems products.
Rentals and financing revenue, substantially all of which is in the
business equipment and financial services segments, increased nine
percent reflecting a greater contribution from sales of finance assets
this year than in the prior year's second quarter. In the second quarter
of 1994, operating lease assets were sold which produced approximately
$27 million in revenue. Financing revenue in 1994 was also impacted by
the Company's 1993 decision to phase out the business of financing non-
Pitney Bowes equipment outside of the United States. Rental revenue
growth reflects higher numbers of postage meters on rental, especially
higher yielding Postage By Phone(R) and electronic meters and facsimile
machines in service as well as price increases.
Support services revenue, most of which is derived from the business
equipment segment, was unchanged from the prior year. Expansion of the
U.S. mailing and shipping service bases was offset by a decline in the
number of low-end copier equipment maintenance agreements. Price
increases were offset by unfavorable foreign currency exchange rate
impacts.
The cost of sales to sales revenue ratio increased to 55.7 percent in
1994 from 53.6 percent in 1993 primarily due to the increased
significance of the Company's facilities management business which
includes most of its expenses in cost of sales, offset to a degree by
favorable overhead absorption in the business equipment segment. The
cost of rentals and financing to rentals and financing revenue ratio
increased to 35.1 percent from 34.5 percent as a result of asset sales
which included $25.2 million of cost from sales of operating lease assets
in 1994. In the second quarter of 1993, gains on the sales of finance
assets substantially offset additional loss provisions of $14.4 million
required for the Company's German leasing business.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 9 of 15
The Company has completed its inquiry and evaluation, begun in 1993, of
the assets and liabilities of its German leasing business. At this time,
the Company believes that sufficient reserves for credit losses are in
place to provide for currently expected losses. As part of the orderly
liquidation of assets from leasing non-Pitney Bowes products in Germany,
the Company continues to bill and collect accounts and repossess and
remarket collateral where possible. These activities are expected to
continue for the remainder of the lease terms.
The Company is scrutinizing the circumstances surrounding the losses.
German authorities have undertaken criminal proceedings with respect to
the conduct of certain German lessees of non-Pitney Bowes products and,
at the request of the Company, with respect to the disposition of the
Company's German leasing business assets. These proceedings include
the former general manager of the Company's German leasing business and
others involved in that business. The principals of one of the Company's
large German leasing accounts have been convicted of fraud against the
Company and others. The Company is examining and evaluating additional
actions it may take against former management personnel of its German
leasing business.
The Company's management continues to believe there are sufficient
opportunities for profitable growth in its domestic external financing
business and plans to make future external investments solely in the U.S.
market.
Selling, service and administrative expenses were 36.4 percent of revenue
in 1994 compared with 38.4 percent in 1993. This improvement reflects
the increased significance of the Company's facilities management
business which includes most of its expenses in cost of sales coupled
with favorable benefit costs and continued cost containment programs
throughout the Company.
Research and development expenses decreased one percent to $23.1 million
in 1994 from $23.3 million in 1993. This decline primarily reflects
higher engineering support for recently introduced products which costs
are included in cost of sales. These expenses reflect continued
investment in advanced product development with continued focus on
electronic technology and software development.
Net interest expense increased four percent to $45.4 million in 1994 from
$43.7 million in 1993 due to higher short-term interest rates and average
borrowing levels in 1994. It is anticipated that this unfavorable
comparison will continue as interest rates rise.
The second quarter 1994 effective tax rate was 37.0 percent compared with
37.1 percent in the second quarter of 1993. Higher levels of tax-exempt
income were offset, in large part, by the higher U.S. statutory rate.
Results of Operations - first six months of 1994 vs. first six months of
1993
For the first six months of 1994 compared with the same period of 1993,
revenue increased seven percent while income before the one-time effect
of a change in accounting for postemployment benefits increased 12
percent to $190.5 million. The current year period reflects the impact
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 10 of 15
of adopting Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (FAS 112) as of
January 1, 1994. FAS 112 requires that postemployment benefit costs be
recognized on the accrual basis of accounting for fiscal years beginning
after December 15, 1993. Postemployment benefits include primarily
Company provided medical benefits to disabled employees and Company
provided life insurance as well as other disability- and death-related
benefits to former or inactive employees, their beneficiaries and covered
dependents. The one-time effect of adopting FAS 112 was a non-cash,
after-tax charge of $119.5 million, or 75 cents per share.
The factors that affected revenue and earnings performance included those
cited for the second quarter 1994 versus 1993. Additionally, in the
first quarter of 1993, the business equipment segment's performance was
enhanced by PROM sales primarily resulting from parcel rate changes.
Liquidity and Capital Resources
The current ratio reflects the Company's practice of utilizing a balanced
mix of debt maturities to fund finance assets. At June 30, 1994, this
ratio was .60 to 1 compared to .59 to 1 at year-end 1993. The increase
in this ratio resulted primarily from an increase in inventory levels.
As part of the Company's non-financial services shelf registrations, a
medium-term note facility was established permitting issuance of up to
$100 million in debt securities with maturities ranging from more than
one year up to 30 years of which $32 million remain available at June 30,
1994. The Company also has an additional $300 million remaining on shelf
registrations filed with the Securities and Exchange Commission.
Pitney Bowes Credit Corporation (PBCC) has $400 million available from a
$500 million shelf registration statement filed with the Securities and
Exchange Commission. This registration statement should meet PBCC's
long-term financing needs for the next two years. In March 1994, PBCC
issued $200 million of 5.625 percent notes due in February 1997. In
April 1994, PBCC redeemed $100 million of 10.65 percent notes due in
April 1999. PBCC had previously sold an option on a notional principal
amount of $100 million to enable a counterparty to require PBCC to pay a
fixed rate of 10.67 percent for five years starting April 1, 1994. The
counterparty has exercised that option. In July 1994, PBCC exercised the
option to redeem $100 million of 10.125 percent notes due in 1997, on
September 15, 1994. Accordingly, the Company reclassified this amount to
the current portion of long-term debt. PBCC currently anticipates
funding this redemption through short-term borrowings. The Company
continues to use a balanced mix of debt maturities, variable- and fixed-
rate debt and interest rate swaps to control the sensitivity of interest
rate volatility.
In January 1994, the Company sold approximately $88 million of finance
assets in a privately-placed transaction with a third-party investor.
Proceeds from the sale of these assets were used to repay a portion of
the Company's commercial paper borrowings. This transaction had no
material effect on the Company's results.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 11 of 15
The ratio of total debt to total debt and stockholders' equity was 61.6
percent at June 30, 1994 compared to 61.3 percent at year-end 1993. This
ratio was unfavorably impacted by the Company's first quarter 1994
adoption of FAS 112, as required, which resulted in a one-time, after-tax
charge of $119.5 million and the repurchase of $48.2 million of common
stock partly offset by the reduction in overall borrowing levels. Book
value per common share declined to $11.58 at June 30, 1994 from $11.81 at
year-end 1993 primarily as a result of the first quarter 1994 adoption of
FAS 112.
During the period August 1 to August 10, 1994 the Company repurchased
approximately 630,000 shares of common stock at a total cost
approximating $23 million. It is anticipated that the repurchased shares
will be used for issuances under the Company's stock and dividend
reinvestment plans, conversion requirements and other corporate purposes.
Capital Investments
In the first six months of 1994, net investments in fixed assets included
$49.1 million in net additions to property, plant and equipment and $87.6
million in net additions to rental equipment and related inventories
compared with $44.3 million and $78.1 million, respectively, in the same
period in 1993. These additions included expenditures for a new facility
the Company is building to house its Shipping and Weighing Division in
Shelton, Connecticut as well as normal plant and manufacturing equipment.
In the case of rental equipment, the additions included the production of
postage meters for both new placement and upgrade programs.
At June 30, 1994, commitments for the acquisition of property, plant and
equipment included plant and manufacturing equipment improvements as well
as rental equipment for new and replacement programs. Also, it includes
the above mentioned new Shipping and Weighing facility which is expected
to be completed in 1995.
As previously reported, the Company's financial services segment has made
senior secured loans and commitments in connection with acquisition,
leveraged buyout and recapitalization financing. At June 30, 1994, the
Company had a total of $2.5 million of such senior secured loans and
commitments outstanding compared to $13.9 million at December 31, 1993.
In March 1994, the Company sold $11.3 million of its senior secured loan
and commitment with a company that had previously filed under Chapter 11
of the Federal Bankruptcy Code and recovered 100 percent of its carrying
value. The Company has not participated in unsecured or subordinated
debt financing in any highly leveraged transactions.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 12 of 15
Part II - Other Information
Item 4: Submission of Matters to a Vote of Security Holders.
Below are the final results of the voting at the annual meeting of
shareholders held on May 9, 1994:
Proposal 1 - Election of Directors
Nominee For Withheld
William E. Butler 133,462,058 834,414
David T. Kimball 133,462,914 833,558
Leroy D. Nunery 133,402,924 893,548
Arthur R. Taylor 133,493,768 802,704
Proposal 2 - Appointment of Price Waterhouse as Independent
Accountants
For Against Abstain
133,637,568 237,244 421,660
There were no broker non-votes on either proposal.
The following other directors continued their term of office after the
annual meeting:
Linda G. Alvarado George B. Harvey
Colin G. Campbell Charles E. Hugel
John C. Emery, Jr. Phyllis S. Sewell
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Reg. S-K Status or Incorporation
Exhibits Description by Reference
(11) Computation of earnings See Exhibit (i)
per share. on page 14.
(12) Computation of ratio of See Exhibit (ii)
earnings to fixed charges. on page 15.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the three months ended June
30, 1994.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 13 of 15
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.
PITNEY BOWES INC.
August 15, 1994
/s/ C. F. Adimando
C. F. Adimando
Vice President - Finance and
Administration, and Treasurer
(Principal Financial Officer)
/s/ S. J. Green
S. J. Green
Vice President - Controller
(Principal Accounting Officer)
<PAGE>
<TABLE>
Pitney Bowes Inc. - Form 10-Q Pitney Bowes Inc.
Six Months Ended June 30, 1994 Computation of Earnings per Share Exhibit (i)
Page 14 of 15
Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands, except per share data) 1994 1993 1994 1993
<CAPTION>
<S> <C> <C> <C> <C>
Primary
Income before effect of a change in accounting for
postemployment benefits (1). . . . . . . . . . . . . . . . . . $ 98,618 $ 87,305 $ 190,479 $ 169,364
Effect of accounting change. . . . . . . . . . . . . . . . . . . - - (119,532) -
Net income applicable to common stock. . . . . . . . . . . . . . $ 98,618 $ 87,305 $ 70,947 $ 169,364
Weighted average number of common shares outstanding . . . . . . 157,752,918 157,314,349 157,918,406 157,250,716
Preference stock, $2.12 cumulative convertible . . . . . . . . . 850,662 911,918 860,118 920,598
Stock option and purchase plans. . . . . . . . . . . . . . . . . 513,514 775,698 571,307 787,440
Total common and common equivalent shares outstanding. . . . . . 159,117,094 159,001,965 159,349,831 158,958,754
Income per common and common equivalent share - primary:
Income before effect of a change in accounting for
postemployment benefits. . . . . . . . . . . . . . . . . . . $ .62 $ .55 $ 1.20 $ 1.07
Effect of accounting change. . . . . . . . . . . . . . . . . . - - (.75) -
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $ .62 $ .55 $ .45 $ 1.07
Fully Diluted
Income before effect of a change in accounting for
postemployment benefits. . . . . . . . . . . . . . . . . . . . $ 98,618 $ 87,306 $ 190,480 $ 169,366
Effect of accounting change. . . . . . . . . . . . . . . . . . . - - (119,532) -
Net income applicable to common stock. . . . . . . . . . . . . . $ 98,618 $ 87,306 $ 70,948 $ 169,366
Weighted average number of common shares outstanding . . . . . . 157,752,918 157,314,349 157,918,406 157,250,716
Preference stock, $2.12 cumulative convertible . . . . . . . . . 850,662 911,918 860,118 920,598
Stock option and purchase plans. . . . . . . . . . . . . . . . . 522,388 780,932 592,135 794,162
Preferred stock, 4% cumulative convertible . . . . . . . . . . . 15,235 25,888 15,804 25,925
Total common and common equivalent shares outstanding. . . . . . 159,141,203 159,033,087 159,386,463 158,991,401
Income per common and common equivalent share - fully diluted:
Income before effect of a change in accounting for
postemployment benefits. . . . . . . . . . . . . . . . . . . $ .62 $ .55 $ 1.20 $ 1.07
Effect of accounting change. . . . . . . . . . . . . . . . . . - - (.75) -
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $ .62 $ .55 $ .45 $ 1.07
<FN>
(1) Income before effect of a change in accounting for postemployment benefits was adjusted for preferred dividends.
</TABLE>
<PAGE>
<TABLE>
Pitney Bowes Inc. - Form 10-Q
Six Months Ended June 30, 1994
Page 15 of 15
Exhibit (ii)
Pitney Bowes Inc.
Computation of Ratio of Earnings to Fixed Charges (1)
(Dollars in thousands)
<CAPTION> Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Income before income taxes . . . . . . . $156,620 $138,753 $303,478 $269,132
Add:
Interest expense . . . . . . . . . . . 46,703 47,010 90,437 97,236
Portion of rents
representative of the
interest factor. . . . . . . . . . . 11,558 9,709 23,712 19,124
Amortization of capitalized
interest . . . . . . . . . . . . . . 231 231 463 463
Income as adjusted . . . . . . . . . . . $215,112 $195,703 $418,090 $385,955
Fixed charges:
Interest expense . . . . . . . . . . . $ 46,703 $ 47,010 $ 90,437 $ 97,236
Capitalized interest . . . . . . . . . 110 - 172 -
Portion of rents
representative of the
interest factor. . . . . . . . . . . 11,558 9,709 23,712 19,124
$ 58,371 $ 56,719 $114,321 $116,360
Ratio of earnings to fixed
charges. . . . . . . . . . . . . . . . 3.69 3.45 3.66 3.32
<FN>
(1) The computation of the ratio of earnings to fixed charges has been
computed by dividing income before income taxes and fixed charges by
fixed charges. Included in fixed charges is one-third of rental
expense as the representative portion of interest.
</TABLE>
