FORM 8 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 28, 1999
PITNEY BOWES INC.
Commission File Number: 1-3579
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
<PAGE>
Item 5. Other Events.
The registrant's press release dated January 28, 1999, regarding its
financial results for the period ended December 31, 1998, including consolidated
statements of income for the three and twelve months ended December 31, 1998 and
1997, and consolidated balance sheets at December 31, 1998, September 30, 1998
and December 31, 1997, are attached.
Selected segment data for the first, second and third quarters and year to date
1998, in line with revised segment data presented for the fourth quarter and
year to date 1998 and 1997, is also attached.
Item 7. Financial Statements and Exhibits.
c. Exhibits.
The following exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-K:
Exhibit Description
------- -------------------------------------------------------------
(1) Pitney Bowes Inc. press release dated January 28, 1999.
(2) Pitney Bowes Inc. 1998 selected segment data
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 hereunto duly authorized.
PITNEY BOWES INC.
February 26, 1999
/s/ M. L. Reichenstein
----------------------------------------
M. L. Reichenstein
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ A. F. Henock
----------------------------------------
A. F. Henock
Vice President - Controller
and Chief Tax Counsel
(Principal Accounting Officer)
<PAGE>
1
Exhibit 1
PITNEY BOWES RECORD 1998 PERFORMANCE AND
STRATEGIC INITIATIVES ENHANCE SHAREHOLDER VALUE
Full-Year 1998
8% Revenue Growth to $4.22 Billion and 15% Growth in Diluted EPS to $2.06
Fourth Quarter 1998
9% Revenue Growth to $1.15 Billion and 20% Growth in Diluted EPS from
Continuing Operations to 59 cents
14.2% Income Margin from Continuing Operations, Record for a Quarter
Strategic Initiatives
Authorization to Repurchase 11.6 Million Shares and 13.3-percent
Increase in Dividend
FOR IMMEDIATE RELEASE
Stamford, Conn., January 28, 1999 -- Pitney Bowes Inc. (NYSE: PBI) today
announced record performance in 1998 with an eight-percent increase in full-year
revenue to $4.22 billion. Additionally, the Board of Directors implemented two
initiatives to enhance total shareholder value:
o an authorization to repurchase up to 11.6 million shares of common stock
o a 13.3 percent increase in the dividend on common stock to $1.02 per share,
marking the seventeenth consecutive year of double-digit increases.
Pitney Bowes Chairman and CEO Michael J. Critelli noted, "We are pleased
that our ongoing focus on maximizing shareholder value in 1998 resulted in
another excellent year of growth and profitability for Pitney Bowes. Our share
repurchase program and double-digit dividend increase are reflective of our
continued confidence in the opportunities for sustained growth and
profitability."
Full-year diluted earnings per share grew 15 percent to $2.06 and
consolidated net income rose 10 percent from the prior year to $576.4 million.
Diluted earnings per share, on a continuing operations basis, increased 17
percent to $2.03 on income from continuing operations of $567.9 million, which
is an increase of 12 percent above the prior year.
<PAGE>
2
Pitney Bowes' fourth-quarter performance featured a strong nine percent
increase in revenues to $1.147 billion up from $1.050 billion in 1997. The
quarter's diluted earnings per share rose 15 percent to 59 cents, on an 11
percent consolidated net income increase to $163.1 million. Income from
continuing operations grew 16 percent to $162.4 million and diluted earnings per
share from continuing operations reached 59 cents, a 20 percent increase over
fourth quarter 1997. Pitney Bowes financial results for 1998 and 1997 have been
restated to exclude from continuing operations the results of the
broker-oriented external financing business of Colonial Pacific Leasing
Corporation (CPLC) which was sold to General Electric Capital Corporation during
the fourth quarter of 1998.
In assessing the company's performance, Mr. Critelli stated, "1998 proved
to be another record year for Pitney Bowes as we continued to deliver innovative
systems, software and services to help businesses of all sizes increase the
impact, reduce the cost and enhance the efficiency of end-to-end mail and
messaging management. Our success in addressing the needs of the global
marketplace resulted in a 17 percent increase in earnings per share from
continuing operations over the prior year, and 12 percent growth in income from
continuing operations.
"We delivered these results through our ongoing commitment to innovate and
apply technology, refine our business processes and maximize each business'
contribution to profitable growth. We spent over $100 million on research and
development in 1998, a 13 percent increase over the prior year, representing a
strategic investment in the continuous development and enrichment of our broad,
technologically advanced portfolio of messaging solutions. Meanwhile, our focus
on process improvement and cost control resulted in our sixth consecutive year
of S,S&A expense-to-revenue ratio improvement, and an impressive ninth
consecutive year of pre-tax income margin from continuing operations increase.
These ratio comparisons exclude the fourth quarter 1996 charge related to our
Australian operations."
Mr. Critelli added "The pace of change in today's global marketplace
requires constant vigilance and evaluation of our businesses to leverage growth
and ensure they have the correct focus to enhance shareholder value. Therefore,
consistent with the kind of review we conducted of our financial services
business, we have decided to commence a strategic review of Atlantic Mortgage
and Investment Corporation (AMIC).
<PAGE>
3
"AMIC is a subsidiary that provides billing, collecting and processing
services for major investors in residential first mortgages. It is a well-run
company that specializes in low-balance mature loans, and its servicing
efficiency is reflective of Pitney Bowes' competency in fee-based service
operations. The interest rate environment, however, has caused us to re-examine
the impact of fluctuating rates and prepayment patterns on the way we manage our
mortgage servicing business. We will explore a range of strategic options to
address the changing profile of this business in a way that maximizes value for
our shareholders."
Turning to the quarter, Mr. Critelli noted, "The continuing advances in
manufacturing and inventory management, plus the shift to lower-cost digital and
software-based products has helped improve the sales margin in each of the past
three comparable quarters of 1998. As a result, we have now succeeded in
improving this ratio in 10 out of the last 11 quarters on a year-over-year
basis. This accomplishment is even more notable given the ongoing excellent
growth of the Pitney Bowes Management Services business with its higher cost of
sales ratio."
Segment reporting this quarter has been modified and restated in accordance
with new accounting guidelines. The company's new reporting segments are:
Mailing and Integrated Logistics, Office Solutions, Mortgage Servicing and
Capital Services.
The Mailing and Integrated Logistics Segment includes revenues and related
expenses from the rental, sale and financing of mailing and shipping equipment,
related supplies and service, and software. Mailing and Integrated Logistics
revenue grew eight percent in the quarter with a 16 percent increase in
operating profit, including excellent improvements in operating profit for
international operations. There continues to be strong market demand for
high-volume production mail applications and feature-rich mailing systems for
the mail room market such as the ParagonTM. The company has also been very
successful in expanding into the small office/home office (SoHo) market with its
suite of solutions, led by the continued strong performance of the Personal Post
OfficeTM digital meter -- introduced in 1996 and the first product to enable
SoHo customers to download postage via modem.
<PAGE>
4
The strength of the core mailing applications, in conjunction with the U.S.
Postal requirement that customers migrate to enhanced technology, and the
flexible financing options offered by Pitney Bowes Credit Corporation, have led
many of Pitney Bowes' customers to upgrade to more advanced meters and systems
from their previous mailing equipment. Currently, 35 percent of the company's
meter unit base is digital, making it the undisputed leader in digital mailing
technology. As of the end of the year, advanced electronic and digital meters
comprised over 90 percent of the meter unit base compared to 75 percent at
year-end 1997, and 60 percent at year-end 1996.
The Office Solutions Segment includes Pitney Bowes Office Systems and
Pitney Bowes Management Services. Fourth-quarter performance in this segment
featured a 10 percent growth in revenue and a 16 percent increase in operating
profit.
Office Systems' eight percent revenue increase during the quarter was led
by solid growth in copier sales. Negative currency impact reduced the reported
revenue by approximately one percentage point. Copier sales continued to benefit
from its strategy to focus on larger corporate accounts and the introduction of
two new digital copiers -- the 25 page per minute DL250 and the 35 page per
minute DL355. During the quarter, the Pitney Bowes copier line was awarded the
prestigious Buyers Laboratory Inc. "Most Outstanding Copier Line" of the year
designation, marking the second consecutive year for this unprecedented industry
honor. Pitney Bowes introduced the industry's first Universal Access Copier
System -- designed to meet the needs of people with physical disabilities -- and
it, too, has already garnered awards for enabling the full participation of the
disabled within the office environment. The facsimile operation again
contributed to the quarter's excellent results, as the leading supplier of the
33.6 kbps facsimile system -- the fastest on the market.
Pitney Bowes Management Services' revenues grew at a solid 13 percent as
the business continues to provide additional higher value services for existing
customers and acquire new customers with its wide array of business and
electronic document management services. Leveraging operating efficiencies
helped drive Management Services' faster rate of operating profit growth.
<PAGE>
5
The Mortgage Servicing Segment represents the operations of Atlantic
Mortgage and Investment Corporation (AMIC). In this segment, revenue grew 70
percent and operating profit grew 15 percent. This segment's growth was driven
primarily by an increase in the number of mortgages serviced. Operating profit
grew at a lower rate than revenue due to increased amortization and other
expenses associated with mortgage prepayments.
The Capital Services Segment includes primarily asset- and fee-based income
generated by large ticket external assets. This segment was previously referred
to as Commercial and Industrial Financing. Consistent with management's
previously announced strategy to concentrate on fee-based rather than
asset-based income, revenues were flat during the quarter as previous asset
sales in 1997 are still a comparative factor. Operating profit growth of 26
percent was driven by profitable syndication fees and lower costs associated
with interest rates. As indicated above, the results of CPLC have been excluded
from continuing operations.
Mr. Critelli concluded, "In 1998 we leveraged our technological prowess,
market knowledge and understanding of the business processes surrounding mail
and messaging to add value to our core markets, profitably expand into new
market segments, and take on an even broader range of messaging needs for our
existing customer base. We will continue this strategy in 1999, as we stay
focused on maximizing shareholder value."
The company announced it has authorization to repurchase up to 11.6 million
shares of its common stock. Throughout 1998, the company repurchased 11 million
shares from a previously announced authorization, including 2.8 million shares
during the fourth quarter of 1998. The shares were acquired with cash from sales
of external financing assets and cash from operations.
Fourth quarter 1998 revenue included $562.2 million from sales, up nine
percent from $516.6 million in the fourth quarter of 1997; $449.1 million from
rentals and financing, up 10 percent from $410.0 million; and $135.8 million
from support services, up 10 percent from $123.7 million.
<PAGE>
6
Fourth quarter 1998 net income was $163.1 million, or 59 cents per diluted
share, compared to $147.2 million, or 51 cents per diluted share, in 1997.
Fourth quarter 1998 included $700,000 of net income from CPLC, which had no
impact on earnings per share, compared to $7.2 million, or two cents per share,
in 1997.
For the full year, revenue was $4.221 billion, up eight percent from $3.920
billion in 1997; and consolidated net income in 1998 was $576.4 million, or
$2.06 per diluted share, compared to $526.0 million, or $1.80 per diluted share
in 1997. The full year net income included $8.5 million, or three cents per
share, for CPLC as discontinued operations, compared to $17.0 million, or six
cents per share, in 1997.
Pitney Bowes is a global provider of informed mail and messaging
management. For more information about the company visit www.pitneybowes.com.
The forward-looking statements contained in this news release involve risks
and uncertainties, and are subject to change based on various important factors
including timely development and acceptance of new products, gaining product
approval, successful entry into new markets, changes in interest rates, and
changes in postal regulations, as more fully outlined in the company's 1997 Form
10-K Annual Report filed with the Securities and Exchange Commission.
Note: Consolidated statements of income for the three and twelve months
ended December 31, 1998 and 1997, and consolidated balance sheets at December
31, 1998, September 30, 1998 and December 31, 1997 are attached.
# # #
<PAGE>
Pitney Bowes Inc.
Consolidated Statements of Income
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended December 31, Twelve Months Ended December 31,
--------------------------------- -----------------------------------
1998 1997 1998 1997
--------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Revenue from:
Sales $ 562,236 $ 516,574 $ 1,993,546 $ 1,834,057
Rentals and financing 449,097 409,993 1,711,468 1,602,400
Support services 135,788 123,686 515,503 483,556
--------------- -------------- --------------- ----------------
Total revenue 1,147,121 1,050,253 4,220,517 3,920,013
--------------- -------------- --------------- ----------------
Costs and expenses:
Cost of sales 298,918 292,676 1,146,404 1,081,537
Cost of rentals and financing 140,013 116,208 517,167 451,090
Selling, service and administrative 395,911 366,354 1,442,730 1,367,862
Research and development 27,411 25,402 100,806 89,463
Interest, net 39,157 37,014 149,233 154,534
--------------- -------------- --------------- ----------------
Total costs and expenses 901,410 837,654 3,356,340 3,144,486
--------------- -------------- --------------- ----------------
Income from continuing operations
before income taxes 245,711 212,599 864,177 775,527
Provision for income taxes 83,307 72,546 296,236 266,525
--------------- -------------- --------------- ----------------
Income from continuing operations 162,404 140,053 567,941 509,002
Discontinued operations 700 7,153 8,453 17,025
--------------- -------------- --------------- ----------------
Net income $ 163,104 $ 147,206 $ 576,394 $ 526,027
=============== ============== =============== ================
Basic earnings per share
Continuing operations $ 0.60 $ 0.50 $ 2.07 $ 1.76
Discontinued operations - 0.02 0.03 0.06
--------------- -------------- --------------- ----------------
$ 0.60 $ 0.52 $ 2.10 $ 1.82
=============== ============== =============== ================
Diluted earnings per share
Continuing operations $ 0.59 $ 0.49 $ 2.03 $ 1.74
Discontinued operations - 0.02 0.03 0.06
--------------- -------------- --------------- ----------------
$ 0.59 $ 0.51 $ 2.06 $ 1.80
=============== ============== =============== ================
Average common and potential common
shares outstanding 276,722,479 286,571,155 279,656,603 292,517,116
=============== ============== =============== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pitney Bowes Inc.
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
(Unaudited)
Assets 12/31/98 9/30/98 12/31/97
- ------ -------- ----------- -----------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 125,684 $ 144,974 $ 137,073
Short-term investments, at cost which
approximates market 3,302 1,930 1,722
Accounts receivable, less allowances:
12/98 $24,665 9/98 $22,513 12/97 $21,129 382,406 346,475 348,792
Finance receivables, less allowances:
12/98 $51,232 9/98 $43,348 12/97 $54,170 1,400,786 1,394,154 1,546,542
Inventories 266,734 235,568 249,207
Other current assets and prepayments 330,051 299,732 222,106
Net assets of discontinued operations - 776,941 -
----------- ---------- ----------
Total current assets 2,508,963 3,199,774 2,505,442
----------- ---------- ----------
Property, plant and equipment, net 477,476 470,110 497,261
Rental equipment and related inventories, net 806,585 803,738 788,035
Property leased under capital leases, net 3,743 3,909 4,396
Long-term finance receivables, less allowances:
12/98 $79,543 9/98 $49,479 12/97 $78,138 1,999,339 1,938,581 2,581,349
Investment in leveraged leases 827,579 817,144 727,783
Goodwill, net of amortization:
12/98 $47,514 9/98 $45,902 12/97 $40,912 222,980 213,778 203,419
Other assets 814,374 785,311 585,704
----------- ----------- -----------
Total assets $ 7,661,039 $ 8,232,345 $ 7,893,389
=========== =========== ===========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 898,548 $ 842,511 $ 878,759
Income taxes payable 194,443 165,414 147,921
Notes payable and current portion of
long-term obligations 1,259,193 1,844,077 1,982,988
Advance billings 369,628 362,801 363,565
----------- ----------- -----------
Total current liabilities 2,721,812 3,214,803 3,373,233
----------- ----------- -----------
Deferred taxes on income 920,521 929,199 905,768
Long-term debt 1,712,937 1,710,533 1,068,395
Other noncurrent liabilities 347,670 366,799 373,416
----------- ----------- -----------
Total liabilities 5,702,940 6,221,334 5,720,812
----------- ----------- -----------
Preferred stockholders' equity in a
subsidiary company 310,097 300,000 300,000
Stockholders' equity:
Cumulative preferred stock, $50 par value,
4% convertible 34 34 39
Cumulative preference stock, no par value,
$2.12 convertible 2,031 2,076 2,220
Common stock, $1 par value 323,338 323,338 323,338
Capital in excess of par value 16,173 18,198 28,028
Retained earnings 3,073,839 2,971,883 2,744,929
Accumulated other comprehensive income (88,217) (90,548) (63,348)
Treasury stock, at cost (1,679,196) (1,513,970) (1,162,629)
----------- ----------- -----------
Total stockholders' equity 1,648,002 1,711,011 1,872,577
----------- ----------- -----------
Total liabilities and stockholders' equity $ 7,661,039 $ 8,232,345 $ 7,893,389
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pitney Bowes Inc.
Revenue and Operating Profit
By Business Segment
December 31, 1998
(Unaudited)
(Dollars in thousands)
%
1998 1997 Change
----------- ----------- ------------
<S> <C> <C> <C>
Fourth Quarter
- --------------
Revenue
-------
Mailing and Integrated Logistics $ 746,382 $ 693,751 8%
Office Solutions 314,427 285,555 10%
Mortgage Servicing 37,756 22,264 70%
Capital Services 48,556 48,683 -
----------- ----------- ------------
Total Revenue $ 1,147,121 $ 1,050,253 9%
=========== =========== ============
Operating Profit (1)
---------------------
Mailing and Integrated Logistics $ 188,979 $ 162,566 16%
Office Solutions 65,626 56,392 16%
Mortgage Servicing 9,434 8,237 15%
Capital Services 19,402 15,370 26%
------------ ------------ ------------
Total Operating Profit $ 283,441 $ 242,565 17%
============ ============ ============
<FN>
(1)Operating profit excludes general corporate expenses, income taxes and net
interest other than that related to finance operations.
</FN>
</TABLE>
<PAGE>
Pitney Bowes Inc.
Revenue and Operating Profit
By Business Segment
December 31, 1998
<TABLE>
<CAPTION>
(Dollars in thousands)
%
1998 1997 Change
------------ ------------ ------------
Year Ended December 31,
- -----------------------
<S> <C> <C> <C>
Revenue
-------
Mailing and Integrated Logistics $ 2,707,044 $ 2,551,876 6%
Office Solutions 1,216,007 1,089,325 12%
Mortgage Servicing 129,602 73,246 77%
Capital Services 167,864 205,566 (18%)
------------ ------------ ------------
Total Revenue $ 4,220,517 $ 3,920,013 8%
============ ============ ============
Operating Profit (1)
---------------------
Mailing and Integrated Logistics $ 663,051 $ 584,042 14%
Office Solutions 235,156 197,123 19%
Mortgage Servicing 37,262 24,578 52%
Capital Services 51,431 47,939 7%
------------ ------------ ------------
Total Operating Profit $ 986,900 $ 853,682 16%
============ ============ ============
<FN>
(1) Operating profit excludes general corporate expenses, income taxes and net
interest other than that related to finance operations.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 2
Pitney Bowes Inc.
1998 Selected Segment Data
(Dollars in thousands)
First Second Third Fourth
Quarter Quarter Quarter Quarter YTD
Revenue 1998 1998 1998 1998 1998
- ------------------------------------ ------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Mailing and Integrated Logistics $ 626,240 $ 668,281 $ 666,141 $ 746,382 $ 2,707,044
Office Solutions 291,182 303,682 306,716 314,427 1,216,007
Mortgage Servicing 23,312 29,306 39,228 37,756 129,602
Capital Services 36,363 42,627 40,318 48,556 167,864
------------- --------------- --------------- --------------- ---------------
Total Revenue $ 977,097 $ 1,043,896 $ 1,052,403 $ 1,147,121 $ 4,220,517
============= =============== =============== =============== ===============
First Second Third Fourth
Quarter Quarter Quarter Quarter YTD
Operating Profit (1) 1998 1998 1998 1998 1998
- ------------------------------------ ------------- --------------- --------------- --------------- ---------------
Mailing and Integrated Logistics $ 144,979 $ 164,811 $ 164,282 $ 188,979 $ 663,051
Office Solutions 52,459 57,610 59,461 65,626 235,156
Mortgage Servicing 6,913 10,180 10,735 9,434 37,262
Capital Services 8,345 12,202 11,482 19,402 51,431
------------- --------------- --------------- --------------- ---------------
Total Operating Profit $ 212,696 $ 244,803 $ 245,960 $ 283,441 $ 986,900
============= =============== =============== =============== ===============
<FN>
(1) Operating profit excludes general corporate expenses, income taxes and
net interest other than that related to finance operations.
</FN>
</TABLE>
