PITNEY BOWES INC /DE/
8-K, 1999-10-22
OFFICE MACHINES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                   FORM 8 - K
                                 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




                                  Date of Report
                     (Date of earliest event reported): October 19, 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 October 19, 1999,  regarding its financial
results  for  the  period  ended  September  30,  1999,  including  consolidated
statements  of income and  selected  segment  data for the three and nine months
ended September 30, 1999 and 1998 and  consolidated  balance sheets at September
30, 1999, June 30, 1999 and September 30, 1998, are 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 October 19, 1999.





                                  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.




October 22, 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 ANNOUNCES RECORD QUARTERLY RESULTS
"Quarter's Solid Performance Led by MAIL Segment's Exceptionally Strong Growth"

FOR IMMEDIATE RELEASE
- ---------------------

Stamford,  Conn.,  October  19,  1999 -- Pitney  Bowes  Inc.  (NYSE:  PBI) today
announced  another record quarter as  third-quarter  diluted  earnings per share
from continuing operations grew 44 percent to 69 cents.  Excluding the impact of
the  previously  announced  one-time,  after-tax net settlement of $29.5 million
received  from  the  U.S.  Postal  Service,  diluted  earnings  per  share  from
continuing operations rose 21 percent to 58 cents during the quarter. This marks
the 19th consecutive quarter of double-digit,  year-on-year diluted earnings per
share growth from continuing operations. Consolidated revenue grew eight percent
to $1.1 billion.  Income from  continuing  operations  grew 40 percent to $186.1
million,  or 18  percent  to $156.6  million,  excluding  the impact of the U.S.
Postal Service settlement.
         Pitney Bowes Chairman and Chief  Executive  Officer Michael J. Critelli
commented on the company's quarterly performance:  "Once again the exceptionally
strong growth in our Mailing and  Integrated  Logistics  (MAIL)  segment led the
quarter's solid financial performance.  The market demand for the MAIL segment's
comprehensive  line of mailing,  shipping and  logistics  software,  systems and
professional  services  demonstrates  Pitney Bowes' unequaled ability to provide
valuable end-to-end solutions for businesses of all sizes -- from the desktop to
the global enterprise.  Additionally,  our international operations enhanced the
quarter's  performance  as we continued to increase  revenues and expand  market
share in key overseas markets."

<PAGE>
                                        (2)

         In  segment  performance  for  the  quarter,   Mailing  and  Integrated
Logistics  (MAIL) revenue grew 11 percent and operating  profit rose 21 percent.
The segment  includes  revenues and related  expenses from the rental,  sale and
financing of mailing and shipping equipment,  related supplies and services, and
software. Growth contributors included:
o    Sophisticated,   productivity-enhancing   Automated   Document  Factory
     Solutions,  featuring  customized,  high-speed  production  mail equipment,
     software and systems integration services
o    Multi-functional  mail finishing systems such as the Paragon(R) and the
     GalaxyTM digital system,  with their range of mail processing  applications
     for all types of mail  such as the  patented  Weigh-on-the-WayTM  (W-O-WTM)
     feature
o    Ongoing  robustness  in demand  for  advanced  shipping  and  logistics
     systems,  as  businesses  of all types seek  cost-efficient,  multi-carrier
     solutions  for managing the  fulfillment  and  logistics of orders from the
     Internet and other channels
o    The continued  need for mail creation  hardware,  software,  and hybrid
     solutions as businesses  use mail for  one-to-one  marketing to acquire and
     retain customers.
         Pitney Bowes'  international  operations  continued to excel, driven by
regulatory  changes such as the required Euro conversion in some markets,  meter
migration and  international  Posts' need for operating  improvements due to the
elimination of postal subsidies.
         During the  quarter,  the  company  also  launched  PitneyWorksSM,  its
web-based  business  suite focused  solely on meeting the needs of today's small
business  owners   (www.pitneyworks.com).   The  portfolio  of  Internet-enabled
solutions  is  designed  to work the way small  businesses  work and meet a wide
range of operational needs for running a small business such as: prospecting for
customers  (Target  ProspectsTM  database),   producing  effective  direct  mail
(DirectNETTM online mailing service),  managing cash flow and financing critical
needs (PitneyWorksSM Reserve Account,  PitneyWorksSM Capital Line, PitneyWorksSM
Purchase PowerSM),  shipping orders (ValueShipTM online multi-carrier rating and
routing  software)...and  putting a digital stamp on the envelope  (ClickStampTM
Online and  ClickStampTM  Plus  currently in Beta  testing with the U.S.  Postal
Service, and Personal PostTM digital postage meter with a built-in modem).

<PAGE>
                                       (3)
         The Office  Solutions  Segment includes Pitney Bowes Office Systems and
Pitney Bowes  Management  Services.  Third-quarter  performance  in this segment
featured two-percent  revenue  growth and a  two-percent  increase in operating
profit.  Excluding  the impact of currency,  operating  profit growth would have
been six  percent.  The  segment's  operating  profit was impacted by the longer
selling  cycles of digital copier systems and the recent sharp and rapid rise in
the value of the yen.
         During  the  quarter,  Management  Services  revenues  were flat as new
management  continues  to focus on  programs  to improve  the  profitability  of
customer contracts while increasing service levels.
         Office  Systems,  featuring  Copier and Facsimile,  grew revenues three
percent for the quarter.  The copier  business  posted good sales growth even as
the business  continued the transition to digital,  networked  solutions and the
focus  on  training  to sell to  national  and  major  accounts.  Ongoing  price
pressures in the market and lower supplies revenues impacted Facsimile revenues.
         The Capital Services  Segment  includes  primarily asset- and fee-based
income  generated  by large ticket  external  assets.  During the  quarter,  the
segment's  revenue increased by one percent while its operating profit increased
four  percent.  This  performance  is consistent  with the company's  previously
announced  strategy to shift to fee-based  income by lowering the asset base and
focusing on fee-based income opportunities.
         As announced  last quarter,  the results from Mortgage  Servicing  have
been excluded  from  continuing  operations.  Pitney Bowes decided to dispose of
Atlantic Mortgage & Investment  Corporation  (AMIC) after an extensive review of
various strategic options to determine how best to enhance shareholder value.
         Mr.  Critelli  concluded,  "Our focus remains on  maximizing  long-term
shareholder  value,  and our  ongoing  actions  reflect our  commitment  to this
strategy.  We will  continue to invest in developing  breakthrough  products and
services,  refining our operating  efficiency and growing  existing and emerging
markets around the world."

<PAGE>
                                       (4)
         As previously announced, the company is in the midst of an 11.6 million
share  repurchase  program.  During the third  quarter the  company  repurchased
approximately  1.7 million shares on the open market,  bringing the total to 5.9
million shares repurchased during the first nine months of 1999.
         Third quarter 1999 revenue included $529.6 million from sales, up eight
percent from $488.6  million in the third quarter of 1998;  $420.8  million from
rentals and financing,  up six percent from $396.3  million;  and $139.4 million
from support services, up nine percent from $128.3 million.
         Third  quarter  1999  income  from  continuing  operations  was  $186.1
million,  including the $29.5 million  after-tax  net  settlement  from the U.S.
Postal Service, or 69 cents per diluted share, compared to $132.8 million, or 48
cents per diluted share from continuing operations, in 1998. There was no income
from  discontinued  operations  during the quarter  compared to $8.8  million of
income from discontinued  operations,  or three cents per diluted share in third
quarter 1998.
         For the nine-month period ended September 30, 1999,  revenue was $3.245
billion, up nine percent from $2.982 billion in 1998; and net income in 1999 was
$458.1  million,  including the $29.5 million  after-tax net settlement from the
U.S. Postal Service, or $1.68 per diluted share,  compared to $413.3 million, or
$1.47 per diluted share in 1998. The  year-to-date  net income  included a $24.0
million net after-tax  charge, or nine cents per diluted share, for discontinued
operations,  compared  to $25.4  million  of income,  or nine cents per  diluted
share, in 1998.
         Pitney  Bowes is a  global  provider  of  informed  mail and  messaging
management.
         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 1998
Form 10-K Annual Report filed with the Securities and Exchange Commission.
                                      # # #

Note:  Consolidated  statements  of income for the three and nine  months  ended
September  30, 1999 and 1998 and  consolidated  balance  sheets at September 30,
1999, June 30, 1999, and September 30, 1998, are attached.
<PAGE>

                                Pitney Bowes Inc.
                        Consolidated Statements of Income
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)

                                                  Three Months Ended September 30,              Nine Months Ended September 30,
                                               --------------------------------------       ---------------------------------------
                                                         1999                   1998                   1999                   1998
                                               ---------------        ---------------       ----------------       ----------------
<S>                                               <C>                    <C>                   <C>                    <C>
 Revenue from:
    Sales                                          $  529,550             $  488,575            $ 1,586,302            $ 1,431,310
    Rentals and financing                             420,836                396,329              1,245,334              1,170,525
    Support services                                  139,439                128,271                412,945                379,715
                                               ---------------        ---------------       ----------------       ----------------
           Total revenue                            1,089,825              1,013,175              3,244,581              2,981,550
                                               ---------------        ---------------       ----------------       ----------------

Costs and expenses:
    Cost of sales                                     300,490                282,503                903,560                847,486
    Cost of rentals and financing                     118,049                102,767                346,425                309,743
    Selling, service and administrative               375,462                362,921              1,109,622              1,046,819
    Research and development                           25,105                 24,699                 78,707                 73,395
    Other income                                      (49,574)                     -                (49,574)                     -
    Interest,net                                       41,256                 39,261                133,694                115,209
                                               ---------------        ---------------       ----------------       ----------------

           Total costs and expenses                   810,788                812,151              2,522,434              2,392,652
                                               ---------------        ---------------       ----------------       ----------------

Income from continuing operations
    before income taxes                               279,037                201,024                722,147                588,898

Provision for income taxes                             92,960                 68,201                240,091                200,971
                                               ---------------        ---------------       ----------------       ----------------

Income from continuing operations                     186,077                132,823                482,056                387,927
Discontinued operations                                     -                  8,763                (23,967)                25,363
                                               ---------------        ---------------       ----------------       ----------------

Net income                                         $  186,077             $  141,586             $  458,089             $  413,290
                                               ===============        ===============       ================       ================

Basic earnings per share
    Continuing operations                          $     0.70             $     0.49             $     1.80             $     1.41
    Discontinued operations                                 -                   0.03                  (0.09)                  0.09
                                               ---------------        ---------------       ----------------       ----------------

                                                   $     0.70             $     0.52             $     1.71             $     1.50
                                               ===============        ===============       ================       ================

Diluted earnings per share
    Continuing operations                          $     0.69             $     0.48             $     1.77             $     1.38
    Discontinued operations                                 -                   0.03                  (0.09)                  0.09
                                               ---------------        ---------------       ----------------       ----------------

                                                   $     0.69             $     0.51             $     1.68             $     1.47
                                               ===============        ===============       ================       ================


Average common and potential common
    shares outstanding                            271,196,789            278,712,757            273,124,305            280,667,340
                                               ===============        ===============       ================       ================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                              Pitney Bowes Inc.
                                                         Consolidated Balance Sheets
                                                                  (Unaudited)
                                                     ------------------------------------

(Dollars in thousands, except per share data)                                                                      (*)

Assets                                                                      9/30/99            6/30/99          9/30/98
- ------                                                                      -------            -------          -------
<S>                                                                     <C>               <C>                <C>
Current assets:
      Cash and cash equivalents                                          $  152,057         $  132,693        $  144,974
      Short-term investments, at cost which
          approximates market                                                   873                949             1,930
      Accounts receivable, less allowances:
            9/99 $25,493 6/99 $24,983 9/98 $22,513                          404,720            416,302           346,485
      Finance receivables, less allowances:
            9/99 $43,147 6/99 $48,642 9/98 $61,274                        1,560,641          1,498,531         1,687,540
      Inventories                                                           242,678            259,858           235,568
      Other current assets and prepayments                                  131,433             83,173           301,409
      Net assets of discontinued operations                                 137,869            156,507                 -
                                                                        -----------        -----------       -----------

             Total current assets                                         2,630,271          2,548,013         2,717,906
                                                                        -----------        -----------       -----------

Property, plant and equipment, net                                          473,558            467,013           486,842
Rental equipment and related inventories, net                               825,946            842,176           804,190
Property leased under capital leases, net                                     3,097              3,269             3,909
Long-term finance receivables, less allowances:
            9/99 $57,197 6/99 $76,291 9/98 $73,840                        1,925,891          1,954,990         2,397,466
Investment in leveraged leases                                              979,910            962,531           817,144
Goodwill, net of amortization:
            9/99 $53,057 6/99 $51,425 9/98 $45,902                          227,507            227,874           213,778
Other assets                                                                495,998            454,198           813,110
Net assets of discontinued operations                                       319,248            313,063                 -
                                                                        -----------        -----------       -----------

Total assets                                                            $ 7,881,426        $ 7,773,127       $ 8,254,345
                                                                        ===========        ===========       ===========

Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
      Accounts payable and accrued liabilities                          $   825,622        $   776,665       $   864,511
      Income taxes payable                                                  230,347            186,279           165,414
      Notes payable and current portion of
          long-term obligations                                           1,315,316          1,273,197         1,844,077
      Advance billings                                                      374,512            391,103           362,801
                                                                        -----------        -----------       -----------

            Total current liabilities                                     2,745,797          2,627,244         3,236,803
                                                                        -----------        -----------       -----------

Deferred taxes on income                                                  1,061,686          1,029,923           929,199
Long-term debt                                                            1,847,808          1,898,942         1,710,533
Other noncurrent liabilities                                                348,292            352,911           366,799
                                                                        -----------        -----------       -----------

            Total liabilities                                             6,003,583          5,909,020         6,243,334
                                                                        -----------        -----------       -----------

Preferred stockholders' equity in a
      subsidiary company                                                    310,000            310,000           300,000

Stockholders' equity:
      Cumulative preferred stock, $50 par value,
          4% convertible                                                         29                 29                34
      Cumulative preference stock, no par value,
          $2.12 convertible                                                   1,901              1,945             2,076
      Common stock, $1 par value                                            323,338            323,338           323,338
      Capital in excess of par value                                         10,330             11,927            18,198
      Retained earnings                                                   3,326,639          3,208,052         2,971,883
      Accumulated other comprehensive income                                (93,456)           (85,851)          (90,548)
      Treasury stock, at cost                                            (2,000,938)        (1,905,333)       (1,513,970)
                                                                        -----------        -----------       -----------

            Total stockholders' equity                                    1,567,843          1,554,107         1,711,011
                                                                        -----------        -----------       -----------

 Total liabilities and stockholders' equity                             $ 7,881,426        $ 7,773,127       $ 8,254,345
                                                                        ===========        ===========       ===========
<FN>
(*)  Certain  prior year  amounts  have been  reclassified  to conform  with the
     current year presentation.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                          Pitney Bowes Inc.
                                    Revenue and Operating Profit
                                         By Business Segment
                                          September 30, 1999
                                             (Unaudited)
(Dollars in thousands)
                                                                                              %
                                                     1999                 1998              Change
                                                ---------------      ---------------     -------------
<S>                                             <C>                 <C>                  <C>
Third Quarter
- -------------

     Revenue
     -------

     Mailing and Integrated Logistics                $ 736,945            $ 666,141               11%
     Office Solutions                                  312,063              306,716                2%
     Capital Services                                   40,817               40,318                1%
                                                ---------------      ---------------     -------------

          Total Revenue                             $1,089,825           $1,013,175                8%
                                                ===============      ===============     =============

     Operating Profit (1)
     --------------------

     Mailing and Integrated Logistics               $  198,213           $  163,702               21%
     Office Solutions                                   60,526               59,461                2%
     Capital Services                                   11,908               11,482                4%
                                                ---------------      ---------------     -------------

          Total Operating Profit                    $  270,647           $  234,645               15%
                                                ===============      ===============     =============



<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>
                                          Pitney Bowes Inc.
                                    Revenue and Operating Profit
                                         By Business Segment
                                          September 30, 1999
                                             (Unaudited)
(Dollars in thousands)
                                                                                              %
                                                     1999                 1998              Change
                                                ---------------      ---------------     -------------
<S>                                             <C>                  <C>                 <C>
Year to Date
- ------------

     Revenue
     -------

     Mailing and Integrated Logistics               $2,182,526           $1,960,662               11%
     Office Solutions                                  943,396              901,580                5%
     Capital Services                                  118,659              119,308               (1%)
                                                ---------------      ---------------     -------------

          Total Revenue                             $3,244,581           $2,981,550                9%
                                                ===============      ===============     =============

     Operating Profit (1)
     --------------------

     Mailing and Integrated Logistics               $  573,252           $  472,332               21%
     Office Solutions                                  179,727              169,530                6%
     Capital Services                                   32,874               32,029                3%
                                                ---------------      ---------------     -------------

          Total Operating Profit                    $  785,853           $  673,891               17%
                                                ===============      ===============     =============




<FN>
(1)  Operating profit excludes general corporate expenses,  income taxes and net
     interest other than that related to finance operations.
</FN>
</TABLE>


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