PITNEY BOWES INC /DE/
8-K, 2000-04-20
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): April 18, 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  April  18,  2000,  regarding  its
financial  results for the period ended March 31, 2000,  including  consolidated
statements of income and selected  segment data for the three months ended March
31, 2000 and 1999, and consolidated  balance sheets at March 31, 2000,  December
31, 1999 and March 31, 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 April 18, 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.


April 20, 2000




                                 /s/ B. P. Nolop
                                 ------------------------------------------
                                 B. P. Nolop
                                 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 FIRST QUARTER EARNINGS
    -------------------------------------------

    Highlights:
    o  21st Consecutive Quarter of Double-Digit Earnings Per Share Growth
    o  Improved Pretax Margin to 20.4 percent
    o  Company Invests Over $20 Million in Growth Initiatives During the Quarter

STAMFORD,  Conn.,  April 18, 2000 - Pitney Bowes Inc. (NYSE: PBI) today reported
first quarter  results that featured a 13 percent  increase in diluted  earnings
per share from continuing  operations to 57 cents, the 21st consecutive  quarter
of double-digit growth. Revenue in the quarter grew five percent to $1.1 billion
and income from continuing operations grew nine percent to $151.6 million.
     Pitney  Bowes  Chairman and Chief  Executive  Officer  Michael J.  Critelli
discussed the first quarter  results:  "We were pleased with the good growth and
margin  expansion  in  strategic  parts  of  our  business,  while  we  invested
aggressively  and  structured  our  business to focus on Internet  and other new
business growth initiatives.


<PAGE>
                                      (2)

     However, revenues in the quarter did not reflect our underlying growth rate
which we believe to be eight percent.  We are experiencing a challenging revenue
comparison  for the first half of the year,  due to the lack of meter  migration
and PROM revenues that were  realized  during the first half of 1999.  Adjusting
for these factors, our revenue growth this quarter would have been approximately
eight  percent."
     "During the  quarter,  we  delivered  technologically-driven  products  and
services for businesses of all sizes, including  Internet-enabled  applications.
For example,  we formed the  docSense  business to help large  companies  easily
integrate  web-based  delivery of bills and statements  with their existing hard
copy  systems.  Our  recently  approved  ClickStamp  OnlineTM  Internet  postage
application joins the PitneyWorksSM  suite of mailing,  shipping,  marketing and
financial solutions to help small businesses improve their operating efficiency.
Over one million  customers  of all sizes use our Postage By Phone(R)  system to
manage  more  than $11  billion  in  postage  transactions.  Now they can  visit
www.postagebyphone.com  and use the Internet 24/7 to download  funds and monitor
their postage usage.  In addition to these and other Internet  related  products
announced  during the quarter,  we announced a new incoming  mail solution and a
new digital metering system.  We also completed a number of strategic  alliances
that broaden our solution  set and customer  base.  Though it's too early in the
process for these  initiatives  to have  generated  revenues,  we expect  strong
contribution to revenue growth in the future.
     "We  continue  to believe  that our  business  models will  produce  higher
revenue growth in the second half of the year. The core mail finishing  business
remains  strong.  We also have solid  positions  in high  growth  sectors of the
market such as logistics, mail creation, production mail, and international mail
as well as our new growth  areas of  Internet-based  small  business  solutions,
incoming messaging and desktop messaging solutions.

<PAGE>
                                      (3)

     "This quarter alone we have invested  approximately $20 million in Internet
and other new business  initiatives  representing a 44 percent increase over the
prior  year  because  we  believe  these are key  drivers  of  future  growth in
shareholder  value.  During  the year our plan is to  invest  in  excess of $100
million in Internet  and other new business  initiatives,  which is almost twice
the spend rate of 1999."
     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. On a reported basis, the segment's
revenue grew six percent and its  operating  profit grew a strong 14 percent led
by  improved   sales   margins.   Revenue  for  the  segment  would  have  grown
approximately  10 percent  during the  quarter  excluding  the  impacts of meter
migration and PROM sales  associated  with the U.S.  postal rate increase in the
first quarter 1999. Direct marketing and e-commerce  activity  stimulated strong
demand for  vendor-inclusive  shipping  and  logistics  systems,  as well as the
Company's unique mail creation products,  such as the one-to-one  marketing mail
preparation  system,   DocumatchTM,   and  the  address  correction  and  postal
formatting software, SmartMailerTM. As a result, there was strong revenue growth
in the  software and services  portion of the Mailing and  Integrated  Logistics
segment, which includes the Company's mail creation and shipping businesses.
     Worldwide  production  mail  revenues  continued  to show strong  growth as
direct marketing and billing applications drove demand worldwide for high-speed,
intelligent mail finishing. This included the first installations of the largest
order the Company has ever received from the Peoples' Republic of China.

<PAGE>
                                      (4)

    International  Mailing results were also strong as the Company continues to
benefit from meter migration  mandates related to the Euro conversion in Germany
and the transition to electronic and digital  metering  technology in the United
Kingdom and Canada.  During the  quarter,  the  Company  signed a working  party
agreement  with Royal Mail to enable  working  together to develop  products and
services in the United Kingdom.
     The Office  Solutions  Segment  includes  Pitney Bowes  Office  Systems and
Pitney Bowes  Management  Services.  First-quarter  performance  in this segment
included three percent  revenue growth with a nine percent  decline in operating
profit.
     During the  quarter,  Office  Systems'  revenue  grew three  percent  while
operating  profit  declined.  Operating  profit was  negatively  impacted  by an
increase in the value of the Yen,  the higher  costs of digital  equipment,  and
margin  impacts  associated  with the  transition to a rental  revenue model for
large  national  accounts in the copier  business.  Strong copier rental revenue
growth  demonstrates  the Company's  ongoing success in leveraging its extensive
corporate facsimile relationships to place copier fleets in national accounts.
     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 of pursuing  disciplined,
profitable growth continues to be demonstrated in several ways. This quarter the
business once again produced  substantially  higher operating profit growth than
the three  percent  revenue  growth.  This  strategy,  which  includes  enhanced
customer service, also resulted in net new written business in the first quarter
of 2000 nearly equal to that of full-year  1999. We believe that this  positions
us well for revenue growth improvement during 2000.

<PAGE>
                                      (5)

     The Capital Services Segment includes primarily asset- and fee-based income
generated by large ticket  external  assets.  During the quarter,  the segment's
revenue was flat while operating profit increased by five percent. We expect the
revenue base of Capital Services to be flat or decline as the Company  continues
its strategic shift to fee-based income resulting in a lower revenue  generating
asset base.
     Mr. Critelli concluded, "We are confident that the actions we are taking in
our core business as well as the  significant  investments  we are making in new
growth  initiatives,  will drive higher revenue growth in the second half of the
year."
     As previously  announced,  the Company has  authorization to repurchase 8.2
million of its common shares  outstanding.  During the first  quarter 2000,  the
Company repurchased approximately 4.6 million shares under this program.
     First  quarter  2000 revenue  included  $520.0  million from sales,  up two
percent  from $510.4  million in the first  quarter of 1999  (exclusive  of PROM
revenues associated with the U.S. Postal Service rate increase, sales would have
grown four percent); $436.2 million from rentals and financing, up eight percent
from $405.7 million;  and $145.8 million from support services,  up nine percent
from $133.2 million.  Net income for the period was $151.6 million,  or 57 cents
per diluted share,  compared to first-quarter 1999 net income of $142.3 million,
or 52 cents per diluted  share.  First  quarter  1999 net income  included  $3.7
million of income from discontinued  operations,  or 1 cent per diluted share in
1999.
     Pitney  Bowes  is  a  global   provider  of  informed  mail  and  messaging
management.


<PAGE>
                                      (6)

     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  months ended March 31,
2000 and 1999, and consolidated  balance sheets at March 31, 2000,  December 31,
1999, and March 31, 1999, are attached.

<PAGE>

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

                                                Three Months Ended March 31,
                                             --------------------------------
                                                      2000              1999
                                             --------------     -------------
<S>                                             <C>               <C>
Revenue from:
    Sales                                       $  520,042        $  510,382
    Rentals and financing                          436,166           405,725
    Support services                               145,759           133,217
                                             --------------     -------------
           Total revenue                         1,101,967         1,049,324
                                             --------------     -------------

Costs and expenses:
    Cost of sales                                  300,833           296,719
    Cost of rentals and financing                  121,611           110,933
    Selling, service and administrative            378,313           361,028
    Research and development                        29,511            25,904
    Interest, net                                   47,162            45,500
                                             --------------     -------------

           Total costs and expenses                877,430           840,084
                                             --------------     -------------
Income from continuing operations
    before income taxes                            224,537           209,240

Provision for income taxes                          72,984            70,669
                                             --------------     -------------

Income from continuing operations                  151,553           138,571
Income from discontinued operations                      -             3,700
                                             --------------     -------------

Net income                                      $  151,553        $  142,271
                                             ==============     =============

Basic earnings per share
    Continuing operations                       $     0.58        $     0.52
    Discontinued operations                              -              0.01
                                             --------------     -------------
    Net income                                  $     0.58        $     0.53
                                             ==============     =============

Diluted earnings per share
    Continuing operations                       $     0.57        $     0.51
    Discontinued operations                              -              0.01
                                             --------------     -------------
    Net income                                  $     0.57        $     0.52
                                             ==============     =============

Average common and potential common
    shares outstanding                         266,033,984       274,962,244
                                             ==============     =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                Pitney Bowes Inc.

                           Consolidated Balance Sheets
                           ---------------------------

(Dollars in thousands, except per share data)
                                                                 (Unaudited)                            (Unaudited)
Assets                                                               3/31/00            12/31/99            3/31/99
- ------                                                           -----------         -----------        -----------
<S>                                                              <C>                 <C>                <C>
Current assets:
       Cash and cash equivalents                                 $   219,063         $   254,270        $   129,687
       Short-term investments, at cost which
            approximates market                                       19,126               2,414              1,654
       Accounts receivable, less allowances:
            3/00 $25,443 12/99 $28,716 3/99 $25,667                  423,192             432,224            419,002
       Finance receivables, less allowances:
            3/00 $43,034 12/99 $48,056 3/99 $51,114                1,617,858           1,779,696          1,543,328
       Inventories                                                   262,595             257,452            260,727
       Other current assets and prepayments                          152,870             128,662            350,659
       Net assets of discontinued operations                              -              487,856                  -
                                                                 -----------         -----------        -----------

            Total current assets                                   2,694,704           3,342,574          2,705,057
                                                                 -----------         -----------        -----------

Property, plant and equipment, net                                   484,812             484,181            474,985
Rental equipment and related inventories, net                        797,301             810,788            829,470
Property leased under capital leases, net                              2,800              11,140              3,418
Long-term finance receivables, less allowances:
            3/00 $59,089 12/99 $56,665 3/99 $78,816                2,010,562           1,907,431          1,941,355
Investment in leveraged leases                                       987,297             969,589            841,780
Goodwill, net of amortization:
            3/00 $56,628 12/99 $54,848 3/99 $49,588                  229,180             226,764            223,213
Other assets                                                         612,005             470,205            823,025
                                                                 -----------         -----------        -----------

Total assets                                                     $ 7,818,661         $ 8,222,672        $ 7,842,303
                                                                 ===========         ===========        ===========

Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
       Accounts payable and accrued liabilities                  $   903,565         $   915,826        $   830,084
       Income taxes payable                                          265,275             255,201            224,865
       Notes payable and current portion of
            long-term obligations                                    974,370           1,320,332          1,483,599
       Advance billings                                              380,620             381,405            393,829
                                                                 -----------         -----------        -----------

              Total current liabilities                            2,523,830           2,872,764          2,932,377
                                                                 -----------         -----------        -----------

Deferred taxes on income                                           1,122,865           1,082,019            949,322
Long-term debt                                                     2,037,860           1,997,856          1,710,427
Other noncurrent liabilities                                         331,985             334,423            354,801
                                                                 -----------         -----------        -----------

              Total liabilities                                    6,016,540           6,287,062          5,946,927
                                                                 -----------         -----------        -----------

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                 34
       Cumulative preference stock, no par value,
            $2.12 convertible                                          1,809               1,841              1,976
       Common stock, $1 par value                                    323,338             323,338            323,338
       Capital in excess of par value                                 13,479              17,382             13,807
       Retained earnings                                           3,513,693           3,437,185          3,146,946
       Accumulated other comprehensive income                        (91,805)            (93,015)           (88,665)
       Treasury stock, at cost                                    (2,268,422)         (2,061,150)        (1,812,060)
                                                                 -----------         -----------        -----------

              Total stockholders' equity                           1,492,121           1,625,610          1,585,376
                                                                 -----------         -----------        -----------

Total liabilities and stockholders' equity                       $ 7,818,661         $ 8,222,672        $ 7,842,303
                                                                 ===========         ===========        ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                               Pitney Bowes Inc.
                                           Revenue and Operating Profit
                                               By Business Segment
                                                  March 31, 2000
                                                   (Unaudited)

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

       Revenue
       -------

       Mailing and Integrated Logistics          $   741,841      $   698,629            6%
       Office Solutions                              323,989          314,580            3%
                                                -------------    -------------     ---------
         MAIL and Office Solutions                 1,065,830        1,013,209            5%
                                                -------------    -------------     ---------

       Capital Services                               36,137           36,115            -
                                                -------------    -------------     ---------

            Total Revenue                        $ 1,101,967      $ 1,049,324            5%
                                                =============    =============     =========

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

       Mailing and Integrated Logistics          $   196,104      $   171,343 (2)       14%
       Office Solutions                               52,992           58,545           (9%)
                                                -------------    -------------     ---------
         MAIL and Office Solutions                   249,096          229,888            8%
                                                -------------    -------------     ---------

       Capital Services                                8,561            8,182            5%
                                                -------------    -------------     ---------

            Total Operating Profit               $   257,657      $   238,070            8%
                                                =============    =============     =========



<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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