PITNEY BOWES INC /DE/
8-K, 2000-10-19
OFFICE MACHINES, NEC
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                                  United States
                       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 (Date of earliest event reported): October 17, 2000



                                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 17, 2000,  regarding its financial
results  for  the  period  ended  September  30,  2000,  including  consolidated
statements  of income and  selected  segment  data for the three and nine months
ended September 30, 2000 and 1999 and  consolidated  balance sheets at September
30, 2000, June 30, 2000 and September 30, 1999 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 17, 2000.



                                   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 19, 2000




                                   /s/ B. P. Nolop
                                   ------------------------------------
                                   B. P. Nolop
                                   Executive 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 REPORTS THIRD QUARTER EARNINGS
                  -------------------------------------------
   o  Meets Revised Earnings Per Share Guidance
   o  Approximately $160 Million in Free Cash Flow
   o  Repurchase of 2.9 Million Shares During the Quarter

FOR IMMEDIATE RELEASE
Stamford, Conn., October 17, 2000 - Pitney Bowes Inc. (NYSE: PBI) today reported
third  quarter  results that  included  diluted  earnings per share of 63 cents.
Excluding one-time items from both periods, diluted earnings per share increased
nine percent from the third  quarter of 1999.  Revenue in the quarter grew three
percent to $1.1  billion and net income  excluding  one-time  items,  rose three
percent to $160.6  million.  Included as one-time  items in the third quarter of
2000 are an  after-tax  charge  of  approximately  $11  million  related  to the
consolidation of information  technology staff and infrastructure,  as well as a
$12 million  tax  benefit  related to recent  state tax law  changes.  The third
quarter of 1999 included a one-time,  net after-tax  settlement of $29.5 million
received from the U.S. Postal Service. The company generated  approximately $160
million in free cash flow  (defined as cash flow from  operations  less  capital
expenditures) during the quarter.
      Pitney Bowes  Chairman and Chief  Executive  Officer  Michael J.  Critelli
commented  on the third  quarter  results:  "These  results are in line with the
revised  guidance  announced  earlier this month, and reflect both the successes
and challenges we experienced  during the third  quarter.  Our Office  Solutions
segment reported its fifth consecutive quarter of higher year-over-year  revenue
growth.  However,  continuing  pricing pressure in the highly competitive copier
and facsimile markets has significantly  reduced operating profit in the segment
despite strong results in Pitney Bowes Management  Services.  In the Mailing and
Integrated   Logistics   (MAIL)  segment,   core  metering  and  mail  finishing
applications  performed  in line with  expectations  during the  quarter.  These
results were offset by softer than anticipated  results in the mail creation and
logistics  product  lines  as the  weakening  economic  environment  and  slower
customer  decision-making for the higher-value,  more-complex products adversely
impacted revenue.  This,  combined with the sale of the credit card portfolio at
the end of the second quarter 2000,  resulted in lower than traditional  revenue
growth for the MAIL segment."

<PAGE>
                                      (2)

      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 services  and  software.  Revenue for the segment grew two
percent and operating  profit grew 12 percent.  Operating  profit benefited from
improving rental and financing margins in the core mail finishing business.
      International   Mailing  operations  had  strong  local  currency  growth,
particularly in European markets where the company continues to benefit from the
changing needs and  requirements  of posts and businesses  alike.  However,  the
negative impact of foreign  currency,  principally  related to the British Pound
and the  Euro,  reduced  MAIL  segment  revenue  growth  about one  percent  and
consolidated  revenue  growth  slightly  less than one percent,  compared to the
third quarter of 1999.
      The Office  Solutions  Segment  includes  Pitney Bowes Office  Systems and
Pitney Bowes Management  Services.  Even though the segment revenue improved for
the fifth  consecutive  quarter to six percent,  operating profit in the quarter
declined 23 percent.
      Office Systems' revenue grew six percent, while operating profit declined,
due in part to  significant  competitive  pricing  pressure  in the  copier  and
facsimile  markets.  Margin impacts  associated with the ongoing transition to a
rental revenue model for large national  accounts in the copier business and the
relative  value of the Yen also  negatively  impacted  operating  profit.  While
pricing  pressure  remained  intense,  our strategy for  enhancing  the business
continued to yield  benefits,  as seen in the strong rental  revenue  growth for
copier  fleets in national  accounts  where  established  relationships  between
corporations and the facsimile account teams are being  successfully  leveraged.
Marc C. Breslawsky, President and Chief Operating Officer commented: "The office
products  market  in which  Office  Systems  participates  is  obviously  facing
unprecedented competitive challenges.  However, because of our existing customer
relationships,  excellent product line and financial flexibility,  we believe we
are uniquely  positioned to take advantage of the opportunities that still exist
in this  market.  We will do what it takes to  position  Office  Systems  to add
shareholder value."

<PAGE>
                                      (3)

      Pitney Bowes Management Services delivers advanced mailing,  reprographic,
document  management  and other  high  value  outsourcing  services  to  leading
financial,  legal and  technology  firms.  Its  strategy  to pursue  disciplined
profitable  growth once again produced  double-digit  operating profit growth as
year-over-year  revenue  increased  by seven  percent,  the  fourth  consecutive
quarter of improved revenue growth.
      Total  Messaging  Solutions,  the combined  results of the MAIL and Office
Solutions segments,  reported  three-percent  growth in revenue and four-percent
growth in operating profit.
      The Capital  Services  Segment  includes  primarily  asset- and  fee-based
income  generated by large ticket  non-core  asset  transactions.  This quarter,
consistent with the company's stated strategy to concentrate on fee-based income
opportunities,  segment  revenue  decreased six percent,  and  operating  profit
increased 15 percent.
      Mr. Critelli continued,  "Our core business model remains strong, allowing
us to  continue  to  make  focused  investments  for  the  future,  while  still
generating substantial free cash flow. In fact, we generated  approximately $160
million in free cash flow during the quarter of which  approximately $73 million
was distributed to shareholders in the form of dividends.  We expect to generate
similar  levels  of  free  cash  flow in the  future,  which  will  be used  for
investments, dividends and share repurchases."
      We invested  about $30 million in Internet  and new  business  initiatives
during the quarter.  In addition,  the company  incurred an after-tax  charge of
approximately  $11  million  (approximately  $19  million  pre-tax) or $0.04 per
diluted  share in the quarter  primarily  related to one-time  expenses  for the
consolidation of information technology staff and infrastructure.
      During the third quarter,  the company also repurchased 2.9 million shares
under an  authorization  to buy up to $300  million  worth of  shares  of common
stock.  This resulted in a total of 12.9 million shares  repurchased  during the
first nine months of 2000 and leaves approximately $126 million of authorization
available for future share repurchase.

<PAGE>
                                      (4)

      Third quarter 2000 revenue  included  $551.9  million from sales,  up four
percent from $529.6  million in the third quarter of 1999;  $424.0  million from
rentals and financing,  up one percent from $420.8  million;  and $145.4 million
from support services, up four percent from $139.4 million.
      Third quarter 2000 net income was $161.4 million,  or 63 cents per diluted
share, compared to $186.1 million, or 69 cents per diluted share, in 1999. Third
quarter  1999  net  income  included  a $29.5  million  one-time  net  after-tax
settlement from the U.S. Postal Service or 11 cents per diluted share.
      For the  nine-month  period ended  September  30, 2000,  revenue was $3.38
billion,  up four percent from $3.24 billion in 1999; and net income in 2000 was
$478.9 million, or $1.84 per diluted share, compared to $458.1 million, or $1.68
cents per diluted share in 1999. The year-to-date net income for 1999 included a
$29.5 million one-time net after-tax  settlement from the U.S. Postal Service or
11 cents per diluted share, in addition to a $24.0 million net after-tax charge,
or nine cents per diluted share, for discontinued operations.
      Pitney Bowes is a global provider of total messaging solutions.
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 1999 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, 2000 and 1999 and  consolidated  balance  sheets at September 30,
2000, June 30, 2000, and September 30, 1999, 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,
                                       ------------------------------------     ------------------------------------
                                                  2000                1999                2000                 1999
                                       ----------------    ----------------     ---------------     ----------------
<S>                                         <C>                 <C>                <C>                  <C>
Revenue from:
  Sales                                   $    551,931        $    529,550       $   1,643,511        $   1,586,302
  Rentals and financing                        423,982             420,836           1,303,949            1,245,334
  Support services                             145,399             139,439             436,853              412,945
                                       ----------------    ----------------     ---------------     ----------------
         Total revenue                       1,121,312           1,089,825           3,384,313            3,244,581
                                       ----------------    ----------------     ---------------     ----------------

Costs and expenses:
  Cost of sales                                310,385             300,490             933,032              903,560
  Cost of rentals and financing                109,902             118,049             351,111              346,425
  Selling, service and administrative          402,234             375,462           1,170,310            1,109,622
  Research and development                      27,640              25,105              87,679               78,707
  Other income                                       -             (49,574)                  -              (49,574)
  Interest, net                                 51,917              41,256             152,440              133,694
                                       ----------------    ----------------     ---------------     ----------------

         Total costs and expenses              902,078             810,788           2,694,572            2,522,434
                                       ----------------    ----------------     ---------------     ----------------

Income from continuing operations
  before income taxes                          219,234             279,037             689,741              722,147

Provision for income taxes                      57,801              92,960             210,798              240,091
                                       ----------------    ----------------     ---------------     ----------------

Income from continuing operations              161,433             186,077             478,943              482,056
Discontinued operations                              -                   -                   -              (23,967)
                                       ----------------    ----------------     ---------------     ----------------

Net income                                $    161,433        $    186,077        $    478,943         $    458,089
                                       ================    ================     ===============     ================

Basic earnings per share
  Continuing operations                   $       0.63        $       0.70        $       1.85         $       1.80
  Discontinued operations                            -                   -                   -                (0.09)
                                       ----------------    ----------------     ---------------     ----------------
  Net income                              $       0.63        $       0.70        $       1.85         $       1.71
                                       ================    ================     ===============     ================

Diluted earnings per share
  Continuing operations                   $       0.63        $       0.69        $       1.84         $       1.77
  Discontinued operations                            -                   -                   -                (0.09)
                                       ----------------    ----------------     ---------------     ----------------
  Net income                              $       0.63        $       0.69        $       1.84         $       1.68
                                       ================    ================     ===============     ================

Average common and potential common
 shares outstanding                        256,113,963         271,196,789         260,574,362          273,124,305
                                       ================    ================     ===============     ================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                              Pitney Bowes Inc.
                                         Consolidated Balance Sheets
                                                 (Unaudited)
                                                 -----------

(Dollars in thousands, except per share data)

Assets                                                             9/30/00          6/30/00           9/30/99
------                                                          ----------       ----------        ----------
<S>                                                             <C>              <C>               <C>
Current assets:
     Cash and cash equivalents equivalents                      $  265,403       $  296,695        $  152,057
     Short-term investments, at cost which
         approximates market                                         3,740            2,811               873
     Accounts receivable, less allowances:
         9/00  $25,629   6/00  $25,767   9/99  $25,493             438,657          435,749           404,720
     Finance receivables, less allowances:
         9/00  $38,773   6/00  $40,927   9/99  $43,147           1,406,638        1,431,588         1,560,641
     Inventories                                                   287,451          260,668           242,678
     Other current assets and prepayments                          138,740          173,013           131,433
     Net assets of discontinued operations                               -                -           137,869
                                                                ----------       ----------        ----------

         Total current assets                                    2,540,629        2,600,524         2,630,271
                                                                ----------       ----------        ----------

Property, plant and equipment, net                                 491,661          486,140           473,558
Rental equipment and related inventories, net                      777,360          789,369           825,946
Property leased under capital leases, net                            2,498            2,640             3,097
Long-term finance receivables, less allowances:
         9/00  $55,394   6/00  $58,777   9/99  $57,197           2,027,359        1,983,529         1,925,891
Investment in leveraged leases                                   1,086,556        1,043,118           979,910
Goodwill, net of amortization:
         9/00  $60,239   6/00  $58,426   9/99  $53,057             227,557          229,039           227,507
Other assets                                                       615,280          624,830           495,998
Net assets of discontinued operations                                    -                -           319,248
                                                               -----------      -----------       -----------

Total assets                                                   $ 7,768,900      $ 7,759,189       $ 7,881,426
                                                               -----------      -----------       -----------

Liabilities and stockholders' equity
------------------------------------
Current liabilities:
     Accounts payable and accrued liabilities                  $   937,159      $   825,341       $   825,622
     Income taxes payable                                          267,723          217,665           230,347
     Notes payable and current portion of
         long-term obligations                                     955,707          956,925         1,315,316
     Advance billings                                              380,899          376,022           374,512
                                                               -----------      -----------       -----------

         Total current liabilities                               2,541,488        2,375,953         2,745,797
                                                               -----------      -----------       -----------

Deferred taxes on income                                         1,171,575        1,182,766         1,061,686
Long-term debt                                                   2,070,058        2,201,591         1,847,808
Other noncurrent liabilities                                       325,998          326,588           348,292
                                                               -----------      -----------       -----------

         Total liabilities                                       6,109,119        6,086,898         6,003,583
                                                               -----------      -----------       -----------

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

Stockholders' equity:
     Cumulative preferred stock, $50 par value,
         4% convertible                                                 29               29                29
     Cumulative preference stock, no par value,
         $2.12 convertible                                           1,776            1,796             1,901
     Common stock, $1 par value                                    323,338          323,338           323,338
     Capital in excess of par value                                  9,936           11,067            10,330
     Retained earnings                                           3,694,940        3,606,430         3,326,639
     Accumulated other comprehensive income                       (113,687)        (114,798)          (93,456)
     Treasury stock, at cost                                    (2,566,551)      (2,465,571)       (2,000,938)
                                                               -----------      -----------       -----------

         Total stockholders' equity                              1,349,781        1,362,291         1,567,843
                                                               -----------      -----------       -----------

Total liabilities and stockholders' equity                     $ 7,768,900      $ 7,759,189       $ 7,881,426
                                                               -----------      -----------       -----------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                Pitney Bowes Inc.
                          Revenue and Operating Profit
                               By Business Segment
                               September 30, 2000
                                   (Unaudited)

(Dollars in thousands)
                                                                                 %
                                              2000              1999           Change
                                          ------------     ------------     ----------
<S>                                         <C>              <C>                  <C>
Third Quarter
-------------

     Revenue
     -------

     Mailing and Integrated Logistics       $ 752,298        $ 736,945             2%
     Office Solutions                         330,763          312,063             6%

                                          ------------     ------------     ----------
          Total Messaging Solutions         1,083,061        1,049,008             3%
                                          ------------     ------------     ----------

     Capital Services                          38,251           40,817            (6%)
                                          ------------     ------------     ----------

          Total Revenue                    $1,121,312       $1,089,825             3%
                                          ============     ============     ==========

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

     Mailing and Integrated Logistics      $  218,389       $  194,928 (2)        12%
     Office Solutions                          46,801           60,526           (23%)

                                          ------------     ------------     ----------
          Total Messaging Solutions           265,190          255,454             4%
                                          ------------     ------------     ----------

     Capital Services                          13,679           11,908            15%
                                          ------------     ------------     ----------

          Total Operating Profit           $  278,869       $  267,362             4%
                                          ============     ============     ==========



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

(2)  Prior year amount has 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, 2000
                                   (Unaudited)

(Dollars in thousands)
                                                                                %
                                             2000             1999           Change
                                         -------------    -------------    ----------
<S>                                        <C>              <C>                  <C>
Year to Date
------------

     Revenue
     -------

     Mailing and Integrated Logistics      $2,283,357       $2,182,526            5%
     Office Solutions                         988,367          943,396            5%

                                         -------------    -------------    ----------
          Total Messaging Solutions         3,271,724        3,125,922            5%
                                         -------------    -------------    ----------

     Capital Services                         112,589          118,659           (5%)
                                         -------------    -------------    ----------

          Total Revenue                    $3,384,313       $3,244,581            4%
                                         =============    =============    ==========

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

     Mailing and Integrated Logistics      $  640,430       $  563,565 (2)       14%
     Office Solutions                         155,080          179,727          (14%)

                                         -------------    -------------    ----------
          Total Messaging Solutions           795,510          743,292            7%
                                         -------------    -------------    ----------

     Capital Services                          33,371           32,874            2%
                                         -------------    -------------    ----------

          Total Operating Profit           $  828,881       $  776,166            7%
                                         =============    =============    ==========



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

(2)  Prior year amount has been  reclassified  to conform  with the current year
     presentation.
</FN>
</TABLE>


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