<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM l0-K
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
ACT OF l934
For the fiscal year ended December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-1359
PUBCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 53-0246410
(State of incorporation) (I.R.S. Employer Identification No.)
3830 Kelley Avenue, Cleveland, Ohio 44114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 881-5300
Securities registered pursuant to Section l2(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section l2(g) of the Act:
Common Stock, Par Value $.0l Per Share
Class B Stock, Par Value $.01 Per Share
(Title of class)
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
At March 1, 2000, the aggregate market value of the common shares held by
non-affiliates of the registrant (based upon the closing price of the Common
Stock), was approximately $9,328,308.
As of March 1, 2000, 3,739,309 common shares (Common Stock and Class B Stock)
were outstanding.
Documents Incorporated by Reference Form l0-K Reference
None
The exhibit index begins on page of this Form l0-K.
<PAGE>
PART I
ITEM l. BUSINESS
The Company conducts two lines of business: the printer supplies
business and the construction products business. See Note K of Notes to
Consolidated Financial Statements for further information on industry
segment reporting. The printer supplies business is conducted by the
Company and its wholly-owned subsidiaries under the "Buckeye", "Aspen"
and "Kroy" tradenames. The construction products business is conducted
by an 85% owned subsidiary of the Company under the "Allied" tradename.
The Company also owns the "Bobbie Brooks" trademarks which are
licensed through Garan, Inc., an unaffiliated apparel-manufacturing firm,
exclusively to Wal-Mart and vendors supplying Wal-Mart with apparel
merchandise. The Company also owns other income generating assets.
In this Form 10-K, the terms "Pubco" means Pubco Corporation and the
"Company" means Pubco together with all of its divisions and
majority-owned and wholly-owned subsidiaries.
Pubco was established in 1958 and is a Delaware corporation. As of
March 1, 2000, the Company employed approximately 275 persons.
Printer Supplies Business
The Company manufactures and sells thermal label printers, thermal
transfer ribbons, paper labels, computer ribbons, cartridge ribbons,
computer paper, laser toner, remanufactured toner cartridges, ink-jet
supplies and magnetic media. The Company purchases supplies and
component parts from various suppliers, some of whom produce component
parts on molds owned by the Company. Printers are manufactured by
subcontractors who, in some cases, produce printers from tools and dies
owned by the Company. The Company also resells related products
manufactured by others. The Company publishes and sells the AspenGuideR,
the definitive computer printer industry compatibility guide which
provides cross-reference information concerning ribbons, fax, laser and
other related supplies.
The Company markets its computer and data processing supplies
products through (i) an in-house telemarketing organization primarily to
end-users in the United States; (ii) dealers, and (iii) original
equipment manufacturers. Label printers and supplies are principally
marketed throughout North America and Western Europe through catalogs and
other direct marketing, distributors and wholesalers, original equipment
manufacturers who sell products under their own tradenames, office
machine and office product dealers, specialty retailers and catalog
houses.
The Company's printer supplies businesss has approximately 12,000
accounts, the largest of which represents approximately 3% of the
Company's printer supplies business.
<PAGE>
Principal raw materials used by the Company include (i) nylon
impression fabric which is primarily purchased from two weaving mills,
but is readily available from other sources, (ii) plastic cartridge
components, which are purchased from numerous suppliers, and (iii)
coatings and heat shrinkable tubing, all of which materials are available
from a variety of suppliers.
The Company's label printers and certain supplies are covered by a
variety of US and European patents which protect the propriety of some of
the Company's label products. The "Kroy" trademark is registered in over
40 countries. "Aspen Ribbons", "AspenGuide" and "Laser I" are registered
trademarks in the United States.
There are numerous manufacturers of labels and label printers, some
of whom have significantly greater resources than the Company.
Construction Products Business
The Company designs, manufactures, assembles and distributes products
for the construction, utility and mining industries. These operations
are also housed in the Company's Cleveland, Ohio facility. Construction
products are divided into (i) products which are mounted on excavators,
industrial tractors, loaders and other equipment, including (A) hydraulic
hammers used for breaking rock, concrete and similar materials, (B)
hydraulic mounted compactors used for soil compaction and pile and
sheeting driving applications, (C) grapples used for material handling
and demolition, (D) asphalt cutters, and (E) hydraulic pedestal boom
systems used for breaking oversize material at rock crushing operations
and for waste handling operations; and (ii) underground products,
including (A) pneumatic piercing tools used to make horizontal holes for
placement or repair of underground utility lines, and (B) aluminum trench
supports used to support the walls of open construction trenches.
The Company has a long-term contractual relationship with Krupp
Berco/Bautechnik GmbH, a German manufacturer of hammers and component
parts. The Company purchases component parts from Krupp, assembles its
own hammer products using these and other components purchased
domestically, and sells and distributes hammer products in the United
States and Canada under its "Allied" tradenames. Under the agreement,
Krupp does not sell competing products in Allied's markets.
Construction product components and materials are purchased from a
variety of metal products manufacturers, hydraulic system component
suppliers, and steel and aluminum suppliers, principally located in the
United States. One domestic supplier presently provides approximately
5.3% of construction product components and materials. No other domestic
supplier represents more than 5% of the construction product component
and material purchases. Raw materials are available from a variety of
sources and all of the domestic vendors are replaceable.
Approximately 60% of the annual sales in the construction products
business occurs during the first half of the year.
<PAGE>
One customer accounts for approximately 6.2% of the sales of the
construction product business. No other customer represents more than 5%
of the annual sales of the construction products business.
Firm order backlog totalled approximately $4,056,000 as of
March 1, 2000 compared to approximately $4,200,000 at March 3, 1999.
Construction products are marketed principally through distributors.
There are approximately 15 other foreign and domestic manufacturers in
the mounted product market and approximately 10 other foreign and
domestic manufacturers in the underground product market. None of the
Company's competitors is believed to hold a dominant position although
some have greater financial resources than the Company.
Trademark Licensing
Since 1986, the Company has been licensing use of its "Bobbie Brooks"
related trademarks to Garan, Incorporated. Garan and its sublicensees,
including Wal-Mart, sell sportswear under these labels exclusively at
Wal-Mart Stores. Licensing fees are recorded within the Corporate
segment in Industry Segment Information at Note K.
<PAGE>
ITEM 2. PROPERTIES
The Company owns or leases the following properties:
Owned or Square
Location Leased Footage Use
Cleveland, OH Leased 312,000 Printer supply operations;
construction products
operations; executive/
administrative facilities;
portion subleased to third
party
Scottsdale, AZ Leased 10,100 Kroy's sign Division; leased
through December, 2000
Reading, England Leased 11,300 Kroy's European operations;
leased through September,
2006
St. Louis, MO Owned 100,000 Commercial printing/offices;
leased month to month to a
3rd party
Havana, IL Owned 25,000 Retail; leased to a 3rd
party through February 2002
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 3l, l999.
<PAGE>
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
(a) Market Information.
Pubco's Common Stock is traded over-the-counter and quoted on
NASDAQ's SmallCap Market under the symbol "PUBO". The following table
presents the high and low sales prices of Pubco's Common Stock as
reported by NASDAQ.
1998
First Quarter $13 1/2 $10 1/4
Second Quarter 15 1/2 12
Third Quarter 12 3/8 9 1/4
Fourth Quarter 10 3/4 8 1/4
1999
First Quarter $ 9 7/8 $ 8 1/2
Second Quarter 9 7/8 7 3/4
Third Quarter 9 1/4 8
Fourth Quarter 8 3/4 7 5/16
Transferability of Class B Stock is restricted to certain family
members and others who are "Permitted Transferees" (as defined) and
accordingly there is no market for Class B Stock. However, Class B Stock
is convertible into Common Stock on a share-for-share basis at the option
of the holder.
(b) Holders.
There were approximately 8,250 holders of Common Stock of record and
approximately 240 holders of Class B Stock of record, as of March 1, 2000.
(c) Dividends.
Pubco has never paid cash dividends on its Common Stock and Class B
Stock and does not anticipate paying dividends on its Common Stock or
Class B Stock in the forseeable future. In addition, no dividends may be
paid on the Common Stock or Class B Stock while there is any unpaid
dividend on the Preferred Stock. No preferred stock dividends are in
arrears at December 31, 1999. Subject to the foregoing, the payment of
dividends will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
(All numbers shown in 000's except share data and ratios)
<TABLE>
Selected Statement of Operations Data
<CAPTION>
Years Ended December 31
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net Sales $ 67,353 $ 68,660 $ 53,902 $ 51,069 $ 47,590
Income from continuing
operations before income
taxes and minority interest 4,491 6,778 6,437 5,828 4,036
Net Income:
Continuing Operations (A) 9,269 7,338 10,224 6,291 3,953
Discontinued Operations (B) - - - - 1,100
Net Income 9,269 7,338 10,224 6,291 5,053
Net Income Applicable
to Common Stockholders (C) 8,446 6,463 9,367 5,416 4,178
Basic and Dilutive Earnings
Per Share
Continuing Operations (C) 2.25 1.72 2.50 1.50 .89
Discontinued Operations (B) - - - - .32
Basic and Dilutive Earnings
Per Common Share (A) $ 2.25 $ 1.72 $ 2.50 $ 1.50 $ 1.21
Weighted Average
Number of Shares 3,752,066 3,752,473 3,752,473 3,610,278 3,463,387
Selected Balance Sheet Data
December 31
1999 1998 1997 1996 1995
Working Capital Ratio 3.7 to 1 3.3 to 1 2.6 to 1 2.8 to 1 2.3 to 1
Total Assets $ 94,430 $ 85,359 $ 85,946 $ 64,523 $ 57,157
Long-term Debt 771 1,689 - - 2,407
Stockholders' Equity 53,894 45,179 42,049 31,335 21,515
Common Stockholders'
Equity (D) 46,894 38,179 35,049 24,335 14,515
Per Common Share (D) $ 12.53 $ 10.17 $ 9.34 $ 6.49 $ 4.19
Shares Outstanding
at Year End 3,742,309 3,752,473 3,752,473 3,752,473 3,461,727
<FN>
(A) Income in 1999, 1998, 1997 and 1996 includes the benefit of reducing the valuation
allowance of the Company's deferred tax asset by $7,100, $2,700, $5,065 and $1,135,
respectively.
(B) Includes the discontinuance of the apparel and retail segments in 1994.
(C) Net of Preferred Stock dividend requirements.
(D) Common Stockholders' Equity and Stockholders' Equity Per Common Share are computed net of
the face value of Preferred Stock.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of 1999 and 1998
In 1999, the Company removed the entire $7,100,000 valuation allowance
related to its deferred tax assets, the effect of which was the
recognition of those deferred tax assets in 1999. This action was taken
because the Company determined that it is more likely than not that it
will be able to fully utilize its deferred tax assets, although the
timing of such utilization is uncertain. The $4,928,000 benefit for
income taxes in 1999 primarily resulted from this recognition. Had these
tax assets been fully recognized prior to 1999, the Company would have
recorded a tax provision in 1999 of $2,172,000, net income of $2,169,000,
and basic and dilutive earnings per common share of $0.36 rather than the
net income of $9,269,000 and basic and dilutive earnings per common share
of $2.25. Because the Company has now recognized all of its deferred tax
assets, future provisions for income taxes should more closely
approximate the statutory rates. This paragraph contains forward looking
statements. The recognition of the deferred tax assets by the Company is
not necessarily indicative of the Company's ability to generate taxable
income in any particular future year. A number of factors could affect
the timing of such utilization, including changes in technology,
competitive pressures, raw material price increases, patent issues, and
other factors which affect businesses generally.
The change in sales and gross profit percentage in 1999 from 1998 was
primarily the result of an increase in sales at the construction products
business offset by a decrease in sales at the Company's printer supplies
business, which sells supplies for both impact and non-impact printing
devices as well as labeling supplies and machines. The Company's
construction products business historically achieves a lower gross profit
and the mix of sales at the construction products business in 1999
weighted more heavily toward lower gross profit products. The decrease
in sales in the printer supplies business is largely attributable to the
decline in sales of supplies for impact printers. This decline is
expected to continue as additional impact printers in the marketplace are
replaced by other types of printing devices. Sales of label machines and
supplies also declined in 1999. Although the Company's label printers
are now manufactured offshore, the lower manufacturing costs are being
passed on to customers in the form of lower prices. The Company recently
introduced new products for its printer supplies business, however, any
impact on sales will not begin until the year 2000. No assurance can be
given that these new product introductions will be successful. A number
of factors could affect their success, including changes in technology,
competitive pressures, raw material costs, patent issues and other
factors which affect businesses generally.
<PAGE>
The increase in selling, general and administrative expenses during 1999
was primarily the result of an increase in such expenses at the Company's
construction products business caused by new product introduction, trade
show participation, and sales commissions and other expenses, all of
which were associated with the increase in sales at the construction
products business.
Gains from sales of securities were $7,000 in 1999 compared to $595,000
in 1998. This is reflected in other income, net.
Comparison of 1998 and 1997
Income before income taxes and minority interest increased in 1998 from
1997 primarily because of an increase in income at the Company's printer
supplies business, which since October 20, 1997 has included Kroy, a
producer of commercial and industrial labeling equipment and supplies.
Sales increased in 1998 from 1997 primarily because of the inclusion of
Kroy.
Gross profit percentage increased in 1998 from 1997 primarily because of
the inclusion of Kroy.
Selling, general and administrative expenses increased in 1998 from 1997
primarily because of the inclusion of Kroy.
The decrease in interest income in 1998 from 1997 is primarily the result
of the purchase and funding of Kroy.
In the year ended December 31, 1997, in accordance with SFAS No. 109,
"Accounting for Income Taxes", the Company's valuation allowance on its
deferred tax assets related to net operating loss carryforwards and
certain deductible temporary differences was reduced. The decrease in
benefit in 1998 reflects the usage of a portion of the deferred tax asset
that was recognized at December 31, 1997 offset by a slight decrease in
the valuation allowance in 1998. Refer to Note I -- Income Taxes in the
Notes to Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net operating loss carryforwards have been fully utilized
and the Company will be subject to tax on its future income.
At December 31, 1999, the Company had $27,357,000 of cash, cash
equivalents, marketable securities and other short-term investments and
$771,000 of long term debt. The Company's marketable securities and
other short term investments continue to be subject to risk of loss and
fluctuations in value. The income generated from the marketable
securities and other short-term investments may not be the same from year
to year or period to period. The Company will continue to buy, hold and
<PAGE>
sell marketable securities and other short term investments to the extent
funds are not required to make additional acquisitions of operating
businesses.
The Company has a $2,500,000 working capital line for its printer
supplies business. At December 31, 1999, there were no borrowings under
this line of credit. The Company also has a $3,000,000 working capital
line of credit for its construction products business. At December 31,
1999, borrowing under this line of credit was $770,872. The Company also
has a $10,000,000 line of credit which it uses for the issuance of
letters of credit and which can be used for other purposes, including
acquisitions. At December 31, 1999, there were no borrowings under this
line, however, letters of credit aggregating approximately $3,124,000
were outstanding. The Company is continually reviewing business
acquisition opportunities.
The Company has commitments for capital expenditures of approximately
$1,100,000, most of which is for equipment for the printer supplies
business. The Company will pay these amounts in 2000 primarily from
existing funds.
In October, 1995, the Company announced that it would purchase, from time
to time, in the open market, up to 175,000 of its shares. On October 31,
1995, the Company purchased 2,000 shares at $6.00 per share for a total
of $12,000. Between October 28, 1999 and February 25, 2000, the Company
purchased an addtional 13,164 shares at an average price of approximately
$7.944 per share for a total of $104,580.
Stockholders' equity of $53,894,000 at December 31, 1999 includes Common
and Preferred stockholders' equity. In order to calculate Common
stockholders' equity at December 31, 1999, the face value of the
Preferred Stock ($7,000,000) and any unpaid cumulative dividends on the
Preferred Stock must be subtracted from total stockholders' equity.
There were no unpaid cumulative preferred stock dividends outstanding at
December 31, 1999.
EFFECT OF YEAR 2000 ON THE COMPANY'S OPERATIONS
The Company did not experience any malfunctions or errors in its
operating or business systems when the date changed from 1999 to 2000.
Based on operations since January 1, 2000, the Company does not anticpate
any significant impact on its ongoing business as a result of the Year
2000 issue. It is possible, however, that the full impact of the date
change has not been fully recognized. The Company believes that any
subsequent impact would likely be minor and correctable at moderate
cost. While the Company is unaware that any of its customers or
suppliers were adversely impacted by their own Year 2000 problems, the
Company could be adversely impacted should such events occur. The
Company spent approximately $375,000 between 1997 and 1999 on Year 2000
readiness, consisting primarily of evaluating and replacing outdated and
noncompliant hardware and software.
<PAGE>
NEW ACCOUNTING STANDARDS
On April 3, 1998, the Accounting Standards Executive Committee of the
AICPA issued Statement of Position 98-5 -- Reporting on the Costs Of
Start-Up Activities (the "SOP"). Prior to 1999, the Company capitalized
its start-up costs. The Company adopted the provisions of the SOP in its
financial statements for the year ended December 31, 1999. The effect of
the adoption of the SOP was to decrease income from operations in 1999 by
$224,000 net of income taxes.
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Derivative Financial Instruments. The Company does not hold or issue
derivative financial instruments for trading purposes.
Interest Rate Risk. The Company is exposed to market risk from changes in
interest rates on its borrowings and investing activities. The Company has
investments in various domestic and foreign debt securities which mature
between the year 2001 and 2009. These investments had a market value of
over $11,000,000 at December 31, 1999. Substantially all of these
investments are denominated in US dollars at fixed rates of interest.
Increases and decreases in prevailing interest rates generally translate to
decreases and increases in market value of those debt instruments. Based
upon recent interest rate fluctuations, the Company does not believe that
near term changes in interest rates will materially affect the Company's
consolidated financial position, results of operations or cash flows. In
addition, these instruments may be affected by the creditworthiness of the
issuer, prepayment options, relative values of alternative investments,
liquidity of the instruments, and other general market conditions. Interest
rates on lines of credit are variable, based upon prime or LIBOR rates.
Outstanding borrowings at December 31, 1999 were not significant.
Foreign Currency Risks. The Company is also exposed to foreign currency
exchange rate risk. The Company's European operations expose it to
translation risk when the local currency financial statements are translated
to US Dollars and certain of those funds are repatriated to the United
States. These currency exchange rate fluctuations may affect comparability
of revenues and expenses from year to year. The European subsidiary is not
significant to the Company's consolidated operations and, therefore, its
operations do not result in any significant exposure to the Company from
foreign currency exchange rate fluctuations. In the normal course of
business, the Company's US operations make purchases that are denominated in
foreign currency. One of the Company's US based operations enters into
foreign currency exchange contracts with banks in order to fix its trade
payables denominated in foreign currency. At year-end, contracts totalling
$3,100,000 were outstanding.
Foreign Currency Securities Purchases. From time to time, the Company
purchases securities denominated in foreign currency. In addition to
valuation fluctuations, fluctuations in the exchange rate between US
currency and the currency those securities are denominated in could affect
the value of such holdings and the rate of return experienced by the Company.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
PUBCO CORPORATION AND SUBSIDIARIES
DECEMBER 31, 1999
<PAGE>
Ernst & Young LLP
222 South Main Street
Akron, OH 44308
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Pubco Corporation
We have audited the accompanying consolidated balance sheets of Pubco
Corporation and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1999.
Our audits also included the financial statement schedule listed in the
index at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Pubco Corporation and subsidiaries at December 31, 1999 and
1998, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999,
in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
Akron, Ohio
March 28, 2000
<PAGE>
CONSOLIDATED BALANCE SHEETS
PUBCO CORPORATION AND SUBSIDIARIES
($ in 000's except share amounts)
December 3l
1999 1998
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 9,868 $ 9,816
Marketable securities and other
investments available for sale 17,489 16,376
Trade receivables (less allowances of
$772 in 1999 and $848 in 1998) 7,890 7,972
Inventories 11,262 11,625
Deferred income tax assets 1,600 1,600
Prepaid expenses and other current assets 2,465 1,449
-------- --------
TOTAL CURRENT ASSETS 50,574 48,838
PROPERTY AND EQUIPMENT 6,096 5,488
INTANGIBLE ASSETS ARISING FROM ACQUISITIONS
(at cost less accumulated amortization of
$1,132 in 1999 and $1,294 in 1998) 3,547 3,891
OTHER NONCURRENT ASSETS 34,213 27,142
-------- --------
TOTAL ASSETS $ 94,430 $ 85,359
======== ========
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED BALANCE SHEETS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
($ in 000's except share amounts)
December 3l
1999 l998
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,977 $ 6,118
Accrued liabilities 7,515 8,492
-------- --------
TOTAL CURRENT LIABILITIES 13,492 14,610
LONG TERM DEBT 771 1,689
DEFERRED CREDITS AND NONCURRENT LIABILITIES 25,562 23,197
MINORITY INTERESTS 711 684
STOCKHOLDERS' EQUITY
Preferred Stock:
Preferred Stock-par value $.01; 2,000,000
shares authorized, 70,000 shares issued
and outstanding in 1999 and 1998 ($7,000
aggregate liquidation preference) 1 1
Convertible preferred stock-par value $1;
20,000 shares authorized, none issued - -
Common Stock:
Common Stock-par value $.01; 5,000,000
shares authorized; 3,201,276 issued
and 3,189,112 outstanding in 1999
and 3,201,131 issued and 3,199,131
outstanding in 1998 32 32
Class B Stock-par value $.01; 2,000,000
shares authorized; 553,197 issued and
outstanding in 1999 and 553,342 issued
and outstanding in 1998 6 6
Additional paid in capital 32,221 32,180
Retained earnings 21,175 12,729
Accumulated other comprehensive income 551 243
-------- --------
53,986 45,191
Treasury stock at cost, 12,164 shares
in 1999 and 2,000 shares in 1998 (92) (12)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 53,894 45,179
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 94,430 $ 85,359
======== ========
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
PUBCO CORPORATION AND SUBSIDIARIES
($ in 000's except share amounts)
<TABLE>
<CAPTION>
Year Ended December 3l
1999 1998 1997
<S> <C> <C> <C>
Net sales $ 67,353 $ 68,660 $ 53,902
Cost of sales 45,588 45,747 37,510
--------- --------- ---------
GROSS PROFIT 21,765 22,913 16,392
Selling, general and administrative expenses 19,518 19,086 13,470
Interest expense 95 120 48
Interest income (2,213) (2,370) (2,777)
Other income, net (126) (701) (786)
--------- --------- ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 4,491 6,778 6,437
(Benefit) for income taxes (4,928) (696) (3,955)
--------- --------- ---------
INCOME BEFORE MINORITY INTEREST 9,419 7,474 10,392
Minority interest (150) (136) (168)
--------- --------- ---------
NET INCOME 9,269 7,338 10,224
Preferred stock dividend requirements 823 875 857
--------- --------- ---------
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS $ 8,446 $ 6,463 $ 9,367
========= ========= =========
BASIC AND DILUTIVE EARNING PER SHARE $ 2.25 $ 1.72 $ 2.50
========= ========= =========
Weighted average number of shares outstanding 3,752,066 3,752,473 3,752,473
========= ========= =========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PUBCO CORPORATION AND SUBSIDIARIES
<TABLE>
($ in 000's except share amounts)
Three Years Ended December 3l, l999
<CAPTION>
Accumu-
Pre- lated
ferred Common Class B Addi- Other
Stock Stock Stock tional Retained Compre-
Par Par Par Paid In Earnings hensive Treasury
Value Value Value Capital (Deficit) Income Stock Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1996 $ 1 $32 $ 6 $32,180 $ (3,101) $ 2,229 $ (12) $31,335
Net income for 1997 10,224 10,224
Other comprehensive
Income 1,347 1,347
Total comprehensive
income 11,571
Preferred Stock
dividends paid at
$12.25 per share (857) (857)
--- --- --- ------- -------- ------- ------ -------
Balance at December 31,
1997 1 32 6 32,180 6,266 3,576 (12) 42,049
Net income for 1998 7,338 7,338
Other comprehensive
Income (3,333) (3,333)
Total comprehensive
income 4,005
Preferred Stock
dividends paid at
$12.50 per share (875) (875)
--- --- --- ------- -------- ------- ------- -------
Balance at December 31,
1998 1 32 6 32,180 12,729 243 (12) 45,179
Net income for 1999 9,269 9,269
Other comprehensive
Income 308 308
Total comprehensive
income 9,577
Preferred Stock
dividends paid at
$11.75 per share (823) (823)
Stock based compensation 41 41
Purchase of Treasury Stock (80) (80)
---
Balance at December 31,
1999 $ 1 $32 $ 6 $32,221 $ 21,175 $ 551 $ (92) $53,894
=== === === ======= ======== ======= ===== =======
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUBCO CORPORATION AND SUBSIDIARIES
<TABLE>
($ in 000's except share amounts)
<CAPTION>
Year Ended December 3l
1999 1998 1997
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 9,269 $ 7,338 $ 10,224
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,015 1,031 1,180
Stock based compensation 41 - -
Deferred income taxes (5,210) (954) (4,265)
Net (gain) on sales of securities (7) (595) (779)
Net loss on disposal of fixed assets 12 1 71
Minority interest 27 22 54
Changes in operating assets and liabilities
net of acquisitions:
Trade receivables 82 (423) 34
Inventories 363 (625) (1,149)
Accounts payable (141) (1,800) 387
Other current liabilities (977) (3,013) (1,023)
Other, net (663) 428 422
--------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,811 1,410 5,156
INVESTING ACTIVITIES
Purchases of marketable securities (1,813) (1,692) (9,971)
Proceeds from sales of marketable securities 1,277 8,404 11,323
Purchases of fixed assets (1,482) (851) (154)
Proceeds from the sale of fixed assets 80 11 27
Acquisition of Kroy - - (273)
--------- -------- --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (1,938) 5,872 952
FINANCING ACTIVITIES
Proceeds from long-term debt 23,785 16,822 24,325
Principal payments on long-term debt (24,703) (15,133) (29,395)
Dividends paid on preferred stock (823) (875) (857)
Purchase of treasury stock (80) - -
--------- -------- --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (1,821) 814 (5,927)
--------- -------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 52 8,096 181
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 9,816 1,720 1,539
--------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 9,868 $ 9,816 $ 1,720
========== ======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUBCO CORPORATION AND SUBSIDIARIES
December 3l, l999
($ in 000's except share amounts)
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements of Pubco
Corporation ("Company" or "Pubco") include the accounts of the Company and its
wholly-owned and majority-owned subsidiaries. Intercompany balances and
transactions have been eliminated in consolidation.
On October 20, 1997, Pubco acquired all of the outstanding stock of Kroy, Inc.
(which later became Kroy LLC). The operations of Kroy from the date of its
acquisition are included in the consolidated statements of operations and its
assets and liabilities are included in the consolidated balance sheets.
The Company includes its Buckeye Business Products, Inc. division ("Buckeye")
and its Aspen Imaging International, Inc. ("Aspen") subsidiary which
manufacture and market computer and data processing supplies, and Pubco owns
approximately 85% of Allied Construction Products, Inc. ("Allied"), which
manufactures and distributes products for the construction and related
industries. Pubco also owns other income producing assets.
Cash and Cash Equivalents: Cash equivalents are composed of all highly liquid
investments generally with a maturity of three months or less at the time of
purchase, carried at cost, which approximates fair value.
Marketable Securities and Other Investments: Marketable securities and other
investments are classified as available for sale and, accordingly, are stated
at fair value, with the unrealized gains and losses reported in a separate
component of stockholders' equity. Realized gains and losses, and declines in
value judged to be other-than-temporary, are included in "other income, net"
in the consolidated statements of operations. The cost of securities sold is
based on the specific identification method.
Inventories: Inventories are stated at the lower of cost (first-in,
first-out) or market.
Financial Instruments: The Company's financial instruments recorded on the
balance sheet include cash and cash equivalents and marketable securities,
other investments and long term debt. Long term debt is at market rates of
interest that adjust frequently. The carrying amount of long term debt
approximates fair value.
Off balance sheet financial instruments include foreign currency exchange
agreements. In the normal course of business, the Company's construction
products subsidiary purchases components from a German supplier and from time
to time, enters into foreign currency exchange contracts with banks in order
to fix its trade payables denominated in the Deutsche Mark. The Company had
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED
$3,100 outstanding at December 31, 1999 and no amounts outstanding at
December 31, 1998.
Long-lived Assets: Property and equipment are recorded at cost with
depreciation and amortization principally computed by the straight-line method
over the following estimated useful lives: buildings, 10 to 30 years;
machinery, equipment and fixtures, 5 to 10 years; and leasehold improvements,
5 to 10 years.
Intangible assets ("goodwill") represents the excess of the purchase price
over the fair value of the net assets of acquired businesses and is being
amortized by the straight-line method, in most cases over 10 to 20 years. The
carrying amount of goodwill is reviewed if facts and circumstances suggest
that it may be impaired. If this review indicates that goodwill will not be
recoverable, as determined based on the estimated undiscounted cash flows of
the entity acquired over the remaining amortization period, the carrying
amount of the goodwill is reduced by the estimated shortfall of cash flows.
Impairment of long-lived assets is recognized when events or changes in
circumstances indicate that the carrying amount of the asset or related groups
of assets may not be recoverable. Measurement of the amount of impairment may
be based on appraisal, market values of similar assets or estimated discounted
future cash flows resulting from use and ultimate disposition of the asset.
Revenue Recognition: Revenue is recognized generally upon shipment.
Research and Development Costs: The Company performs research and development
on present and future products and all costs are expensed as incurred. Total
expenditures amounted to $1,322, $1,380 and $638 for the years ended December
31, 1999, 1998 and 1997.
Per Common Share Amounts: Per common share amounts are computed after
preferred dividend requirements on the basis of the weighted average number of
shares of Common Stock outstanding. The Company had no dilutive securities
outstanding for any period presented. Accordingly, basic and diluted earnings
per share are the same.
Stock Options: The Company accounts for stock options in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees."
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED
expenses during the reporting period. Actual results could differ from those
estimates.
Effect of Year 2000 On the Company's Operations: The Company did not
experience any malfunctions or errors in its operating or business systems
when the date changed from 1999 to 2000. Based on operations since January 1,
2000, the Company does not anticpate any significant impact on its ongoing
business as a result of the Year 2000 issue. The Company believes that any
subsequent impact would likely be minor and correctable at moderate cost. The
Company spent approximately $375,000 between 1997 and 1999 on Year 2000
readiness, consisting primarily of evaluating and replacing outdated and
noncompliant hardware and software.
New Accounting Standards: In June, 1998, the Financial Accounting Standards
Board (FASB) issued Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities, which is required to be adopted in years beginning
after June 15, 2000. The Statement permits early adoption as of the beginning
of any fiscal quarter after its issuance. The Statement will require the
Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of the derivative will either be offset against the
change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's
change in fair value will be immediately recognized in earnings.
The Company has not yet determined what the effect of Statement No. 133 will
be on its earnings and financial position and has not yet determined the
timing or method of adoption. However, the Statement could increase
volatility in earnings and comprehensive income.
On April 3, 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position 98-5 -- Reporting on the Costs Of Start-Up
Activities (the "SOP"). Prior to 1999, the Company capitalized its start-up
costs. The Company adopted the provisions of the SOP in its financial
statements for the year ended December 31, 1999. The effect of the adoption
of the SOP was to decrease income from operations in 1999 by $224, net of
income taxes.
Reclassifications: Certain amounts presented in prior years' financial
statements and the notes thereto have been reclassified to conform with the
1999 presentation.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE B--OTHER COMPREHENSIVE INCOME
Other comprehensive income consists of the following:
<TABLE>
<CAPTIONS>
Year Ended December 31
l999 l998 1997
<S> <C> <C> <C>
Other Comprehensive Income:
Unrealized holding gains (losses)
on investments available for sale
arising during the period, net of tax $ 366 $(2,728) $ 2,136
Less reclassification adjustment
for gains on investments available
for sale (7) (595) (779)
Unrealized currency translation
adjustments arising during the period (51) (10) (10)
------- ------- -------
Total Other Comprehensive Income $ 308 $(3,333) $ 1,347
======= ======= =======
Accumulated Other Comprehensive Income:
Unrealized holding gains (losses)
on investments available for sale,
net of tax $ 622 $ 263 $ 3,586
Cumulative translation adjustment (71) (20) (10)
------- ------- -------
Total accumlated other comprehensive
income $ 551 $ 243 $ 3,576
======= ======= =======
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE C--MARKETABLE SECURITIES
The following is a summary of available for sale securities:
<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains (Losses) Value
<S> <C> <C> <C> <C>
December 31, 1999
US Corporate Equity Securities $ 5,855 $ 973 $ (480) $ 6,348
US Corporate Debt Securities 5,324 260 (106) 5,478
Foreign Government Debt Securities 635 381 - 1,016
Foreign Corporate Debt Securities 4,687 8 (48) 4,647
-------- -------- -------- --------
$ 16,501 $ 1,622 $ (634) $ 17,489
======== ======== ======== ========
December 31, 1998
US Corporate Equity Securities $ 4,835 $ 1,124 $ (698) $ 5,261
US Corporate Debt Securities 5,716 132 (541) 5,307
Foreign Government Debt Securities 719 256 - 975
Foreign Corporate Debt Securities 4,688 145 - 4,833
-------- -------- -------- --------
$ 15,958 $ 1,657 $ (1,239) $ 16,376
======== ======== ======== ========
</TABLE>
The gross realized gains on sales of securities available for sale totaled
$177, $998 and $855 for 1999, 1998 and 1997, respectively. The gross
realized losses totaled $170, $403 and $76 in 1999, 1998 and 1997,
respectively.
The cost and estimated fair value of debt securities at December 31, 1999,
by estimated maturity, are shown below. Expected maturities may differ
from contractual maturities because the issuers of the securities may have
the right to prepay obligations without prepayment penalties.
Estimated
Cost Fair Value
Due after one year through five years $ 8,486 $ 8,623
Due after five years 2,160 2,518
-------- --------
$ 10,646 $ 11,141
======== ========
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE D--STOCKHOLDERS' EQUITY
The Company's Common Stock has one vote per share and Class B Stock has ten
votes per share. Transferability of Class B Stock is restricted and,
accordingly, there is no market for Class B Stock. However, Class B Stock
is convertible into Common Stock on a share-for-share basis. Conversions
of Class B Stock were 145, 260 and 2,783 shares during 1999, 1998 and 1997,
respectively.
The Company's non-voting Preferred Stock Series A requires cumulative
annual dividends on the $100 face value per share at four percent above the
averaged base lending rate of three large commercial banks. No dividend
may be paid on Common Stock while there is any dividend arrearage on the
Preferred Stock. In 1999, the Company paid $823 ($11.75 per share) of
Preferred Stock Series A dividends. The Company's Preferred Stock is
subject to redemption, in whole or in part, at the Company's option at a
redemption price equal to the face value of the Preferred Stock (and any
unpaid cumulative dividends). As of December 31, 1999, there were no
undeclared and unpaid dividends on the Preferred Stock.
Stockholders' equity of $53,894 at December 31, 1999 includes Common and
Preferred stockholders' equity. In order to calculate Common stockholders'
equity at December 31, 1999, the face value of the Preferred Stock ($7,000)
and any unpaid cumulative dividends on the Preferred Stock must be
subtracted from total stockholders' equity.
The 1998 Equity Incentive Plan provides for the grant of (i) incentive and
non-statutory stock options, (ii) stock bonuses, (iii) rights to purchase
restricted stock, and (iv) stock appreciation rights, to key employees,
officers and consultants of the Company and its affiliates. The maximum
number of shares of Common Stock issuable under the Plan as approved by the
stockholders is 200,000. No stock awards were issued under the plan in
1998. During 1999, the Board amended the Plan, subject to stockholder
approval which was given in September, 1999, to increase the number of
shares issuable under the Plan by 120,000 shares to 320,000 shares. Also
in 1999, the Board granted non-statutory stock options to purchase 240,000
shares at $9.00 per share. None of these stock options were exercisable,
forfeited or expired during 1999. The options vest ratably over four years.
The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its incentive
plan. Of the shares granted, compensation cost has been recognized for
220,000 shares issued under the Company's fixed option plan because the
exercise price on the date of grant was below the market price of the
Company's stock on that date. Had the compensation cost for the stock
options granted been determined based upon the fair value at the grant
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE D--STOCKHOLDERS' EQUITY-CONTINUED
date, consistent with the fair value method of FASB Statement 123
"Accounting for Stock-Based Compensation," the Company's net earnings and
earnings per share would have been reduced by $151 ($.04 per share) in
1999. The weighted-average fair value of stock options granted per share
was $4.46 for 1999. The fair value of the stock options at the grant date
was estimated using the Black-Scholes Option Pricing Model with an assumed
risk-free interest rate of 4.7%, stock price volatility of 5.3% and a
weighted average expected life of four years.
NOTE E--RETIREMENT PLANS
The Company maintains two discretionary non-qualified profit sharing plans
to provide retirement benefits for certain of its key employees. The
assets are segregated, and are included in Other Noncurrent Assets. The
liabilities associated with these plans are included in Other Liabilities.
The Company maintains a 401(k) plan for its printer supplies business and
its corporate employees. The construction products business also maintains
a 401(k) plan. The Company partially matches employee deferrals under
these plans. Expenses under these various plans aggregated approximately
$453, $419 and $391 for the years ended December 3l, 1999, l998 and l997,
respectively.
The Company makes contributions to a collectively-bargained, multiemployer
defined benefit pension plan. The Company contributed and charged to
expense $79, $77 and $55 for the years ended December 3l, l999, l998 and
1997, respectively, for the plan. These contributions are determined in
accordance with the provisions of a negotiated labor contract and generally
are based on the amount of wages earned. Information as to the Company's
portion of the accumulated plan benefits, plan net assets and unfunded
vested benefits, if any, is not determinable. In the event of a withdrawal
from the plan, the Company may be subject to a withdrawal liability under
the provisions of the Multiemployer Pension Plan Amendments Act of 1980.
Management does not intend to take any action that would subject the
Company to any such liability under the plan.
The Company maintains a noncontributory defined benefit pension plan
covering employees who are under a collective bargaining agreement and
sponsors a pension plan for terminated employees of a former operation of a
predecessor company. The excess actuarial present value of accumulated
plan benefits over net assets available for benefits under these plans was
approximately $363 and $381 at December 31, 1999 and 1998, respectively,
which amounts have been reflected in the accompanying balance sheets.
Expenses under these plans were approximately $70, $74 and $73 for 1999,
1998 and 1997, respectively.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE E--RETIREMENT PLANS-CONTINUED
Since 1986, the Company's President has deferred his salary under the terms
of deferred compensation plans established for his benefit. As
compensation is earned by him, it is paid by the Company to deferred
compensation trusts and included in selling, general and administrative
expenses. Amounts are being distributed to him by the trusts in accordance
with the terms of the deferred compensation plans. The securities included
in these trusts are classified as trading and, accordingly, are stated at
fair value. Unrealized gains (losses) were $1,549, ($3,313) and ($1,055)
for the years ended December 31, 1999, 1998 and 1997, respectively.
Realized and unrealized gains and losses, interest, dividends and plan
expenses are reflected in other income, net, and total $2,485, ($59) and,
$4,615 for the years ended December 31, 1999, 1998 and 1997, respectively.
There is no resulting effect on net income, because these are matched by
adjustments to deferred compensation expense, which are also included in
other income, net. The amounts of these charges were ($2,485), $59 and
($4,615) for the years ended December 31, 1999, 1998 and 1997, respectively.
The Company provides life insurance benefits and/or contributes to the cost
of medical insurance for certain retired salaried and commission basis
employees. The accumulated postretirement benefit obligation and related
expense recorded for each year are not material to the balance sheet or the
results of operations.
NOTE F--FINANCING ARRANGEMENTS
The Company has a $10,000 revolving credit facility at LIBOR plus 1.5% or
the lending bank's prime rate ("Prime"), at the Company's option, expiring
in 2003, with no outstanding borrowings at December 31, 1999. However,
Letters of Credit issued under this facility aggregating approximately
$3,124 were outstanding at December 31, 1999. The Company has a $2,500
demand credit facility at LIBOR plus 2% or Prime, at the Company's option,
with no outstanding balance at December 31, 1999. The Company has a $3,000
revolving credit facility at LIBOR plus 2.5% or Prime, at the Company's
option, expiring in 2003, with $771 outstanding at weighted average
interest rate of 8.5 % at December 31, 1999.
Total interest payments by the Company were $98, $113 and $59 for the years
ended December 31, 1999, 1998 and 1997, respectively.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE G--OTHER INFORMATION
December 31
1999 1998
Inventories:
Raw materials and supplies $ 5,838 $ 6,770
Work in process 321 303
Finished goods 6,048 5,222
12,207 12,295
-------- --------
Less inventory reserves (945) (670)
-------- --------
$ 11,262 $ 11,625
======== ========
Property and equipment:
Land and buildings $ 1,475 $ 1,475
Machinery, equipment and fixtures 13,662 12,344
Leasehold improvements 3,141 3,192
Construction in progress 42 237
18,320 17,248
Less accumulated depreciation and
amortization (12,224) (11,760)
-------- --------
$ 6,096 $ 5,488
======== ========
Other noncurrent assets:
Assets held for deferred compensation $ 22,203 $ 19,394
Deferred income tax assets 9,200 4,200
Other 2,810 3,548
-------- --------
$ 34,213 $ 27,142
======== ========
Accrued liabilities:
Payroll and other employee benefits $ 2,358 $ 2,462
Accrued taxes 743 1,687
Other 4,414 4,343
-------- --------
$ 7,515 $ 8,492
======== ========
Deferred credits and non-current
liabilities:
Deferred compensation liability $ 22,203 $ 19,394
Other 3,359 3,803
-------- --------
$ 25,562 $ 23,197
======== ========
Under current accounting rules, assets of the deferred compensation trusts
must be accounted for as if they are assets of the Company although the assets
are not available for general corporate use by the Company and could only be
available to creditors of the Company in the event of the Company's bankruptcy.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE H--INCOME TAXES
Pubco and its consolidated subsidiaries file a consolidated federal income tax
return. The benefit for income taxes consists of the following components:
Year Ended December 3l
1999 1998 1997
Federal provision-current $ 200 $ 190 $ 199
Deferred benefit (5,210) (954) (4,265)
State and local provision-current 82 68 111
------- ------- -------
$(4,928) $( 696) $(3,955)
======= ======= =======
Income taxes paid by the Company were $282, $258 and $310 for the years ended
December 31, 1999, 1998 and 1997, respectively.
A reconciliation of the statutory federal income tax rate to the effective
rate is as follows:
Year Ended December 3l
1999 1998 1997
Statutory federal rate 34.0% 34.0% 34.0%
State and local tax, net of
federal tax benefit 1.2 .3 1.0
Reduction of valuation allowance
for deferred tax assets (158.1) (39.8) (95.1)
Other 13.2 (4.8) (1.3)
------- ----- -----
(109.7%) (10.3%) (61.4%)
====== ===== =====
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities, for financial
reporting purposes, and the amounts used for income tax purposes. Significant
components of the Company's federal and state deferred tax assets and
liabilities are as follows:
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE H--INCOME TAXES--CONTINUED
1999 1998
Deferred tax assets:
Net operating loss carryforwards
and credits $ 1,100 $ 2,800
Deferred compensation 7,500 7,200
Other 3,000 3,600
Total deferred tax assets 11,600 13,600
-------- --------
Deferred tax liabilities:
Tax over book depreciation 500 500
Other 300 200
-------- --------
Total deferred tax liabilities 800 700
-------- --------
Net deferred tax assets 10,800 12,900
Valuation allowance for
deferred tax assets - (7,100)
-------- --------
Net deferred taxes $ 10,800 $ 5,800
======== ========
At December 31, 1999, the Company has investment tax credit carryforwards of
approximately $28 which expire in 2000 and alternative minimum tax credit
carryforwards of approximately $862. In addition, the Company has $7,700 of
state net operating loss carryforwards at December 31, 1999.
SFAS No. 109, "Accounting for Income Taxes," requires that deferred tax assets
be reduced by a valuation allowance if it is more likely than not that some
portion or all of the deferred tax assets will not be realized. In 1999, the
Company determined that the valuation allowance was no longer necessary based
upon the Company's history of prior earnings and its expectations that the
deferred tax assets will more likely than not be realized. The realization of
a significant portion of the deferred tax assets will occur over an extended
period of time.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE I--LEASING ARRANGEMENTS
Pubco and certain of its subsidiaries are parties to separate leasing
arrangements for office and factory space in an approximately 312,000 square
foot building owned and operated by a partnership that is controlled by the
majority stockholder of the Company. The Company's printer supplies business
and construction products business conduct substantially all of their business
activities from this building. Pubco has its corporate offices at this
building. The leases expire in 2005. The leases require annual payments
aggregating $549. Rent expense associated with these leases was $549 for each
of the years ended December 31, 1999, 1998 and 1997.
The Company and its subsidiaries lease certain facilities and equipment under
non-cancellable leases for periods ranging from 1 to 10 years. Total rental
expense from continuing operations under all operating leases is summarized
below:
Year Ended December 31
1999 1998 1997
Minimum rentals $ 967 $ 1,491 $ 867
Sublease rental income (67) (67) (66)
------- ------- -------
$ 900 $ 1,424 $ 801
======= ======= =======
At December 3l, l999, the commitments under non-cancellable operating leases
are as follows:
Operating
Leases
2000 937
2001 722
2002 679
2003 659
2004 497
Thereafter 280
-------
$ 3,774
=======
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE J--INDUSTRY SEGMENT INFORMATION
<TABLE>
Summarized industry segment information is as follows:
<CAPTION>
Printer Construction
Supplies Products
Business Business Corporate Consolidated
<S> <C> <C> <C> <C>
1999
Net sales $ 39,617 $ 27,736 $ - $ 67,353
Trade receivables 4,944 2,936 10 7,890
Income (loss) before income taxes
and minority interest 2,687 1,871 (67) 4,491
Identifiable assets 17,499 10,016 66,915 94,430
Capital expenditures 1,253 184 45 1,482
Depreciation and amortization 530 235 250 1,015
1998
Net sales $ 44,272 $ 24,388 $ - $ 68,660
Trade receivables 5,200 2,762 10 7,972
Income before income taxes and minority interest 4,655 1,577 546 6,778
Identifiable assets 19,846 10,210 55,303 85,359
Capital expenditures 579 225 47 851
Depreciation and amortization 401 373 257 1,031
1997
Net sales $ 29,373 $ 24,529 $ - $ 53,902
Trade receivables 4,969 2,460 120 7,549
Income before income taxes and minority interest 3,840 1,992 605 6,437
Identifiable assets 22,195 9,257 54,494 85,946
Capital expenditures 29 94 31 154
Depreciation and amortization 160 390 630 1,180
</TABLE>
The Company's operations are classified into two reportable business
segments. The Company's two reporting business segments are managed
separately based upon fundamental differences in their operations.
The Company has a subsidiary which sells printer supplies in Europe and
contributes approximately 8% to the Company's consolidated sales and
represents approximately 2% of the Company's consolidated assets. Total
long-lived assets of this subsidiary are not material.
Corporate includes income producing assets, certain amounts related to the
previously discontinued segments and amounts held for deferred compensation
arrangements. The printer supplies business includes the operations of Kroy
which was acquired in October, 1997.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES
NOTE K--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The Company's unaudited quarterly results of operations in 1999 and 1998 are set
forth below.
1999
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
Net sales $ 18,302 $ 17,787 $ 17,389 $ 13,875
======== ======== ======== ========
Gross profit $ 5,805 $ 5,750 $ 5,467 $ 4,743
======== ======== ======== ========
Net income $ 1,236 $ 895 $ 391 $ 6,747
======== ======== ======== ========
Income applicable to
Common Stockholders $ 1,030 $ 690 $ 185 $ 6,541
======== ======== ======== ========
Basic and diluted earnings
per common share $ .27 $ .19 $ .05 $ 1.74
======== ======== ======== ========
1998
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
Net sales $ 20,035 $ 17,286 $ 16,531 $ 14,808
======== ======== ======== ========
Gross profit $ 6,551 $ 5,712 $ 5,858 $ 4,792
======== ======== ======== ========
Net income $ 1,567 $ 1,281 $ 1,327 $ 3,163
======== ======== ======== ========
Income applicable to
Common Stockholders $ 1,348 $ 1,062 $ 1,109 $ 2,944
======== ======== ======== ========
Basic and diluted earnings
per common share $ .36 $ .28 $ .30 $ .78
======== ======== ======== ========
A change in the Company's effective tax rates in the 4th quarter of 1999 and the
4th quarter of 1998 primarily resulted in an adjustment to net income of $7,100
and $2,700, respectively, due to the reduction of the valuation allowance of the
Company's deferred tax asset.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors and Executive Officers
Glenn E. Corlett, age 56, Director since February, 1997, has been
Dean of the Business School at Ohio University since July 1, 1997.
Between November, 1996 and June 30, 1997, Mr. Corlett was an independent
business consultant. Prior to November, 1996, Mr. Corlett was the
Executive Vice President and Chief Operating Officer of N.W. Ayer,
Incorporated, an advertising agency he joined in 1990.
William A. Dillingham, age 56, Director, has been President of the
Company's printer supplies business for more than the past five years.
Mr. Dillingham was appointed a Director of the Company in December, 1997.
Jack Howard, age 38, Director since 1999, has been a principal of
Mutual Securities, Inc., an NASD registered Broker/Dealer for more than
the past five years. Mr. Howard is a Director of Gateway Industries,
Inc. and Web Financial Corporation.
Harold L. Inlow, age 66, Director, is an independent business
consultant who consulted for the Company between 1995 and 1999. Mr.
Inlow was President of the Company's former retail subsidiary prior to
1995. Mr. Inlow was appointed a Director of the Company in December,
1997.
Stephen R. Kalette, age 49, has been a Director of Pubco since
December, 1983 and has been an executive officer of Pubco since April,
1984. Mr. Kalette currently serves as its Vice President,
Administration, General Counsel and Secretary.
Robert H. Kanner, age 52, has been a Director and executive officer
of Pubco since December, 1983. Mr. Kanner currently serves as its
Chairman, President and Chief Executive Officer.
Leo L. Matthews, age 60, has been President of the Company's
construction products business since it was acquired in March, 1993.
Maria Szubski, age 40, has been the Chief Financial Officer of the
Company since June 30, 1999. Between January 1, 1995 and that date, Ms.
Szubski acted as the Company's controller.
Family Relationships
There are no familial relationships between any Director and
executive officer of Pubco.
<PAGE>
Board of Directors
The Board of Directors establishes broad corporate policies which are
carried out by the officers of Pubco who are responsible for day-to-day
operations. In 1999, the Board held two meetings and took action by
unanimous written consent on one other occasion. No Director was absent
during the year from any of the meetings of the Board of Directors or of
any of the committees of the Board on which he served.
Committees of the Board of Directors
Pubco has a standing Audit Committee. The Audit Committee consists
of Mr. Corlett, Mr. Howard and Mr. Inlow. The Audit Committee (i)
reviews the internal controls of Pubco and its financial reporting; (ii)
meets with the Chief Financial Officer and such other officers as it,
from time to time, deems necessary; (iii) meets with Pubco's independent
public auditors and reviews the scope and results of auditing procedures,
the degree of such auditors' independence, audit and non-audit fees
charged by such auditors, and the adequacy of the Company's internal
accounting controls; and (iv) recommends to the Board the appointment of
the independent auditors.
Section 16(a) Beneficial Ownership Reporting Compliance
Due to the Company's delay in drafting a Form 3, Initial Statement of
Beneficial Ownership of Securities, for Director Jack Howard after his
election to the Company's Board of Directors on September 9, 1999, Mr.
Howard failed to timely file such form. The form was filed before the
end of 1999. There were no other known failures to file by Mr. Howard or
any other Director of the Company.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
<TABLE>
The following table discloses compensation paid or accrued, during each of the Company's last three
fiscal years, to the Company's Chief Executive Officer and to its other executive officers.
<CAPTIONS>
Long-Term Compensation
Annual Compensation Awards Payouts
Name and Other Annual Restricted LTIP All Other
Principal Bonus Compensation Stock Options Payouts Compensation
Position Year Salary($) ($) ($) Awards ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. Kanner(1)
Chairman, CEO, 1999 $525,000 --- $85,631(2) --- --- --- $173,092(3,4,5)
President 1998 525,000 --- 74,710 --- --- --- 181,605
1997 525,000 --- 72,014 --- --- --- 184,691
Stephen R. Kalette
VP-Admin., 1999 $330,000 --- $28,844(6) --- 20,000 --- $ 32,494(4,5)
General Counsel 1998 330,000 --- 27,600 --- --- --- 35,757
& Secretary 1997 330,000 --- 26,416 --- --- --- 35,799
William A. Dillingham(7)
President of 1999 $450,000 --- $ 9.189(7) --- 100,000 --- $ 25,000(5,8)
Printer Supplies 1998 450,000 --- 10,091 --- --- --- 31,000
Business 1997 450,000 --- 5,473 --- --- --- 31,000
Leo L. Matthews(9)
President of 1999 $133,789 $ 60,084 $ 7,431(10) --- --- --- $ 10,816(11)
Allied 1998 130,000 70,000 5,703 --- --- --- 11,000
1997 130,000 65,055 5,163 --- --- --- 10,847
Maria Szubski
Chief Financial 1999 $137,812 --- $ 3,418(12) --- 10,000 --- $ 13,095(4,5)
Officer
<PAGE>
<FN>
(1) Mr. Kanner deferred his entire salary for each of the years reported under the terms
of deferred compensation plans established for his benefit. The amounts reported
for each year are the amounts deferred for that year. As compensation is earned by
Mr. Kanner, it is paid by the Company to deferred compensation trusts. These
amounts are being distributed to Mr. Kanner by the trusts in accordance with the
terms of the deferred compensation plans.
(2) Of the amount shown in the table, $81,087 in 1999, $70,258 in 1998 and $67,620 in
1997 represents the premiums on life insurance paid for by the Company on Mr.
Kanner's life, and for which the Company is not a beneficiary; and $4,544 in 1999,
$4,452 in 1998 and $4,394 in 1997 represents the cost of providing Mr. Kanner with
use of an automobile during the year.
(3) Of the amount reflected, $118,500 in 1999, $122,100 in 1998 and $125,400 in 1997
represents a payment by the Company toward the premium on split dollar life
insurance on Mr. Kanner's life and for which the Company is not the beneficiary.
The amounts will be repaid to the Company out of the death proceeds from such policy.
(4) In 1988, the Company adopted a non-qualified plan to provide retirement benefits for
executive officers and other key employees. The plan provides benefits upon
retirement, death or disability of the participant and benefits are subject to a
restrictive vesting schedule. $53,592 in 1999, $58,505 in 1998 and $58,291 in 1997
of the amounts shown in the table for Mr. Kanner and $31,494 in 1999, $34,757 in
1998 and $34,799 in 1997 of the amounts shown in the table for Mr. Kalette and
$12,095 of the amount shown in the table for Ms. Szubski are amounts contributed to
such plan for the benefit of such executive officers with respect to the years
noted. Vesting of benefits under the plan is phased in over 20 years and only a
portion of the amount contributed for each year has fully vested.
(5) In 1997, the Company adopted a 401-K plan to provide retirement benefits for
employees of Pubco and the Company's printer supplies business, including officers.
Participating employees make voluntary contributions to the Plan, a portion of which
the Company matches. Of the amounts shown in the 1999, 1998 and 1997 tables for Mr.
Kalette, Mr. Kanner and Ms. Szubski, $1,000 was contributed by Pubco to such plan.
Of the amount shown in the 1999, 1998 and 1997 tables for Mr. Dillingham, $1,000 was
contributed by Buckeye to such plan. Vesting of benefits under the plan is phased
in over five years.
(6) Of the amount shown in the table, $24,124 in 1999, $23,085 in 1998 and $22,210 in
1997 represents the premiums on life insurance paid for by the Company on Mr.
Kalette's life, and for which the Company is not a beneficiary; and $4,251 in 1999,
$4,057 in 1998 and $3,725 in 1997 represents the cost of providing Mr. Kalette with
use of an automobile during the year.
(7) All of the amounts shown as paid to or for Mr. Dillingham were paid by the Company's
printer supplies business. Of the amount shown in the table, $4,995 in 1999, $4,425
in 1998 and $3,885 in 1997 represents the premiums on life insurance paid for by the
Company's printer supplies business on Mr. Dillingham's life, and for which it is
not a beneficiary; and $4,194 in 1999, $5,666 in 1998 and $1,588 in 1997 represents
the cost of providing Mr. Dillingham with use of an automobile during the year.
<PAGE>
(8) In 1988, the Company's printer supplies business adopted a non-qualified plan to
provide retirement benefits for executive officers and other key employees. The
plan provides benefits upon retirement, death or disability of the participant and
benefits are subject to arestrictive vesting schedule. Of the amount shown in the
table for Mr. Dillingham, $24,000 in 1999 and $30,000 in 1998 and 1997 was
contributed to such plan for the benefit of such executive officer with respect to
each of the years noted. Vesting of benefits under the plan is phased in over 20
years and only a portion of the amount contributed for each year has fully vested.
(9) All of the amounts shown as paid to or for Mr. Matthews were paid by the Company's
construction products business. Mr. Matthews has an employment agreement with such
business providing for a minimum $130,000 per year base salary; a share of Allied's
earnings in excess of its operating plan earnings, if any, and discretionary bonuses.
(10) Of the amount shown in the table, $2,126 in 1999, $1,710 in 1998 and $1,710 in 1997
represents the premiums on life insurance paid for by the construction products
business on Mr. Matthew's life, and for which it is not a beneficiary; and $5,305 in
1999, $3,993 in 1998 and $3,453 in 1997 represents the cost of providing Mr.
Matthews with use of an automobile during that year.
(11) In 1993, the Company's construction products business adopted a 401-K plan (with a
profit sharing component) to provide retirement benefits for its employees,
including officers. Participating employees make voluntary contributions to the
Plan, a portion of which such business matches. All of the amount shown in the
table for Mr. Matthews was contributed by Allied to such plan. Vesting of benefits
under the plan is phased in over three years.
(12) The amount shown in the table represents the cost of providing Ms. Szubski with use
of an automobile during the year.
</TABLE>
1998 Equity Incentive Plan
In July, 1998, the Board of Directors adopted the Company's 1998
Equity Incentive Plan, subject to approval by the Company's stockholders
which was obtained at the Annual Meeting of Stockholders held on
September 14, 1998. The Plan provides for the grant of (i) incentive and
non-statutory stock options, (ii) stock bonuses, (iii) rights to purchase
restricted stock, and (iv) stock appreciation rights, to key employees,
officers and consultants of the Company and its affiliates. The maximum
number of shares of Common Stock issuable under the Plan as approved by
the stockholders is 200,000. No stock awards were issued under the Plan
during 1998. During 1999, the Board amended the Plan which was approved
by the Stockholders in September, 1999, to increase the number of shares
issuable under the Plan by 120,000 shares to 320,000 shares. No awards
of stock bonuses, restricted stock or stock appreciation rights have been
granted under the Plan. The Board made the following grants of stock
options to executive officers in 1999:
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
Percent
Number Of
Of Totals
Shares Options Exer-
Under- Granted cise Market Grant
lying In Price Price Expira- Date
Options Fiscal Per At tion Present
Name Granted Year Share Grant Date Value
Robert H. Kanner -- -- -- -- -- --
Stephen R. Kalette 20,000 8.33 $9.00 $9.75 01/20/09 $ 93,800
William A. Dillingham 100,000 41.67 $9.00 $9.75 01/20/09 $469,000
Leo R. Matthews -- -- -- -- -- --
Maria Szubski 10,000 4.17 $9.00 $9.75 01/20/09 $ 46,900
The grant date present value, calculated using the Black-Scholes calculation
method, is based on certain assumptions as to the interest rates, stock
price volatility and future dividend yield. There is no assurance that
these assumptions will be true in the future. The actual value, if any,
that an executive will realize upon exercise of an option, will be the
excess of the stock price over the exercise price.
AGGREGATE OPTIONS EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options At Options At
Shares Fiscal Year- Fiscal Year
Acquired Value End (#) End ($)
On Realized Exercisable/ Exercisable/
Name Exercise # $ Unexercisable Unexercisable
Robert H. Kanner -- -- -- --
Stephen R. Kalette -- -- 0/100,000 0/0
William A. Dillingham -- -- 0/ 20,000 0/0
Leo R. Matthews -- -- -- --
Maria Szubski -- -- 0/ 10,000 0/0
As of January 21, 2000, the options became exercisable for 1/4 of the
number of shares shown in the table. The remaining options become
exercisable over the next three years.
<PAGE>
Unless covered by an employment agreement with the Company, officers
serve for one year terms or until their respective successors are duly
elected and qualified.
Compensation of Directors
The Company pays its outside Directors an annual fee of $15,000,
payable monthly. The Company also reimburses its Directors for any
expense reasonably incurred while performing services for the Company.
Directors who are employees of the Company or otherwise receive
compensation from the Company do not receive any fee for acting as
Directors of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As Directors of the Company, Mr. Kanner and Mr. Kalette participate
in Board of Directors' deliberations and decisions concerning executive
officer compensation. Mr. Kanner and Mr. Kalette are executive officers
of the Company.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 1, 2000 (i) the number of
shares of Pubco's stock owned, directly or indirectly, by each Director
and executive officer of the Company and by all Directors and officers as
a group, and (ii) the number of shares of Pubco's stock held by each
person who was known by Pubco to beneficially own more than 5% of Pubco's
stock:
<TABLE>
<CAPTION>
Common Stock Class B Stock Aggregate
Amount and Nature Amount and Nature Percent of
of Beneficial Percent of of Beneficial Percent of Voting
Name of Holder Ownership(1)(2)(5) Class(5) Ownership (1)(2) Class Power(5)
<S> <C> <C> <C> <C> <C>
Glenn E. Corlett -- -- -- -- --
Jack Howard(6) 9,867 * -- -- *
Harold L. Inlow -- -- -- -- --
Stephen R. Kalette(5) 5,166 * 13,759 2.5 1.6
Robert H. Kanner(3) 2,066,894 64.9 514,044 92.9 82.7
William A. Dillingham(5) 28,725 * -- -- *
Leo L. Matthews(4) -- -- -- -- --
Maria Szubski(5) 2,550 * -- -- *
3830 Kelley Avenue
Cleveland, OH 44114
All Directors and
officers as a group 2,118,202 65.7 527,803 95.4 84.5
(9 persons)(3)(5)
FMR Corp. (7)
82 Devonshire Street
Boston, MA 02109 319,500 9.9 -- -- 3.7
<FN>
* indicates less than 1%.
</TABLE>
(1) Except as set forth below, each owner has sole voting and investment
power with respect to the shares beneficially owned by him.
(2) Class B Stock is convertible into Common Stock on a share for share
basis. Therefore, ownership of Class B Stock may also be deemed to
be beneficial ownership of the same number of shares of Common Stock.
(3) Does not include 800 shares of Common Stock owned by Mr. Kanner as
custodian for his children, as to which shares he disclaims
beneficial ownership.
(4) Mr. Matthews owns approximately 3.6% of the Common Stock of Allied.
(5) Includes for each respective person and the group, the following
number of shares of Common Stock which may be acquired within 60 days
on exercise of stock options: Kalette - 5,000, Dillingham - 25,000,
Szubski - 2,500, all officers and directors as a group - 37,500.
<PAGE>
(6) Does not include 1,100 shares of Common Stock owned by Mr. Howard's
wife as custodian for his children, as to which shares he disclaims
beneficial ownership.
(7) Information concerning FMR Corp. is based upon disclosure contained
in a Schedule 13(G) filed with the SEC and the Company as of February
1, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases a general purpose 312,000 square foot building in
Cleveland, Ohio (the "Building") on a triple net basis. The premises are
used for executive and administrative facilities, the manufacturing and
administrative operations of the Company's printer supplies business and
the manufacturing and administrative operations of the Company's
construction products business. Pubco subleases a portion of the
Building to an unrelated party. The annual rental for the Building is
approximately $548,700. The Partnership that owns the Building is 80%
owned and controlled by Mr. Kanner. Mr. Dillingham, Mr. Kalette and five
other individuals have a minority interest in the Partnership.
<PAGE>
PART IV
ITEM l4. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) l. List of Financial Statements
Page Number
Consolidated Balance Sheets at
December 3l, l999 and l998........................ 14
Consolidated Statements of Income
for each of the three years in the
period ended December 3l, l999.................... 16
Consolidated Statements of Stockholders'
Equity for each of the three years in
the period ended December 3l, l999................ 17
Consolidated Statements of Cash Flows
for each of the three years in the
period ended December 3l, l999.................... 18
Notes to Consolidated Financial Statements........ 19
2. List of Financial Statement Schedules
Schedule II - Valuation and Qualifying
Accounts.......................................... S-1
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been
omitted.
3. List of Exhibits
Exhibit
No. Description
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
<PAGE>
The following exhibits were previously filed with the Commission as
indicated in the bracketed [] references and are hereby incorporated
by reference.
Exhibit
No. Description
3.1 Certificate of Incorporation of Pubco, as amended
[Form 10-K for year ended December 31, 1987,
Exhibit 3.1 and Information Statement dated June
27, 1990 for August 14, 1990 Annual Meeting of
Stockholders, Appendix I].
3.2 By-Laws of Pubco, as amended [Form 10-K for year
ended December 31, 1986, Exhibit 3.2(a)].
10.19 Credit Facility and Security Agreement dated
March 1, 1993 between Allied Construction
Products, Inc. and Society National Bank [Form
10-K for year ended December 31, 1993, Exhibit
10.19].
10.20 Amendments to Credit Facility and Security
Agreement dated March 1, 1993 between Allied
Construction Products, Inc. and Society National
Bank [Form 10-K for year ended December 31, 1994,
Exhibit 10.20].
10.21 June 30, 1995 (Fifth) Amendment to Credit
Facility and Security Agreement dated March 1,
1993 between Allied Construction Products, Inc.
and Society National Bank. [Form 10-K for year
ended December 31, 1995, Exhibit 10.21]
10.22 December 4, 1996 (Sixth) Amendment to Credit
Facility and Security Agreement dated March 1,
1993 between Allied Construction Products, Inc.
and KeyBank National Association. [Form 10-K for
year ended December 31, 1996, Exhibit 10.22]
10.25 Stock Purchase Agreement between Pubco and Kroy
Holding Company. [Form 8-K dated October 20,
1997, Exhibit 10.25]
10.26 Stock Purchase Agreement between Pubco and Marion
and Warren Pollock. [Form 8-K dated October 20,
1997, Exhibit 10.26]
10.27 Stock Purchase Agreement between Pubco and Quest
Equities Corp. [Form 8-K dated October 20, 1997,
Exhibit 10.27]
<PAGE>
10.28 June 30, 1997 (Seventh) Amendment to Credit
Facility and Security Agreement dated March 1,
1993 between Allied Construction Products, Inc.
and KeyBank National Association. [Form 10-K for
year ended December 31, 1997, Exhibit 10.28]
10.29 July 11, 1997 (Eighth) Amendment to Credit
Facility and Security Agreement dated March 1,
1993 between Allied Construction Products, Inc.
and KeyBank National Association. [Form 10-K for
year ended December 31, 1997, Exhibit 10.29]
10.30 Amended and Restated Master Promissory Note,
Pledge and Security Agreement dated November 25,
1997, between Pubco Corporation and KeyBank
National Association. [Form 10-K for year ended
December 31, 1997, Exhibit 10.30]
10.31 Second Amended and Restated Master Promissory
Note and Security Agreement dated November 25,
1997, between Pubco Corporation and KeyBank
National Association for the Buckeye Business
Products, Inc. Division. [Form 10-K for year
ended December 31, 1997, Exhibit 10.31]
10.32 August 26, 1998 (Ninth) Amendment to Credit
Facility and Security Agreement dated March 1,
1993 between Allied Construction Products, Inc.
and KeyBank National Association. [Form 10-K for
year ended December 31, 1998, Exhibit 10.32]
10.33 Pubco Corporation 1998 Equity Incentive Plan.
[Information Statement for September 14, 1998
Annual Meeting of Stockholders, Appendix A]
(b) Reports on Form 8-K Filed during Fourth Quarter
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
PUBCO CORPORATION
By: /s/ Robert H. Kanner
----------------------------------
Robert H. Kanner,
Chairman of the Board, President,
Chief Executive Officer
By: /s/ Maria Szubski
----------------------------------
Maria Szubski
Chief Financial Officer
Date: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant, on the date indicated above:
/s/ Robert H. Kanner
----------------------------------
Robert H. Kanner, Director
/s/ Stephen R. Kalette
----------------------------------
Stephen R. Kalette, Director
/s/ Glenn E. Corlett
----------------------------------
Glenn E. Corlett, Director
/s/ William A. Dillingham
----------------------------------
William A. Dillingham, Director
/s/ Jack Howard
----------------------------------
Jack Howard, Director
/s/ Harold L. Inlow
----------------------------------
Harold L. Inlow, Director
<PAGE>
PUBCO CORPORATION
AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(000's)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
Balance at Additions Balance at
Beginning Charged to: End of
Description of Period Cost/Expense Other Deductions Period
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts-trade receivables
Year ended December 31, 1999 $ 848 $ 106 $ - $ 182 (A) $ 772
Year ended December 31, 1998 931 $ 42 $ - $ 125 (A) $ 848
Year ended December 31, 1997 $ 269 $ 17 $ 672 (B) $ 27 (A) $ 931
<FN>
(A) Bad-debt writeoffs.
(B) Allowances for doubtful accounts acquired.
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
3.1 Certificate of Incorporation of Pubco, as amended
[Form 10-K for year ended December 31, 1987, Exhibit
3.1 and Information Statement dated June 27, 1990 for
August 14, 1990 Annual Meeting of Stockholders,
Appendix I].
3.2 By-Laws of Pubco, as amended [Form 10-K for year ended
December 31, 1986, Exhibit 3.2(a)].
10.19 Credit Facility and Security Agreement dated March 1,
1993 between Allied Construction Products, Inc. and
Society National Bank [Form 10-K for year ended
December 31, 1993, Exhibit 10.19].
10.20 Amendments to Credit Facility and Security Agreement
dated March 1, 1993 between Allied Construction
Products, Inc. and Society National Bank. [Form 10-K
for year ended December 31, 1994, Exhibit 10.20].
10.21 June 30, 1995 (Fifth) Amendment to Credit Facility and
Security Agreement dated March 1, 1993 between Allied
Construction Products, Inc. and Society National Bank.
[Form 10-K for year ended December 31, 1995, Exhibit
10.21]
10.22 December 4, 1996 (Sixth) Amendment to Credit Facility
and Security Agreement dated March 1, 1993 between
Allied Construction Products, Inc. and KeyBank
National Association.[Form 10-K for year ended
December 31, 1996, Exhibit 10.22]
10.25 Stock Purchase Agreement between Pubco and Kroy
Holding Company. [Form 8-K dated October 20, 1997,
Exhibit 10.25]
10.26 Stock Purchase Agreement between Pubco and Marion and
Warren Pollock. [Form 8-K dated October 20, 1997,
Exhibit 10.26]
<PAGE>
10.27 Stock Purchase Agreement between Pubco and Quest
Equities Corp. [Form 8-K dated October 20, 1997,
Exhibit 10.27]
10.28 June 30, 1997 (Seventh) Amendment to Credit Facility
and Security Agreement dated March 1, 1993 between
Allied Construction Products, Inc. and KeyBank
National Association. [Form 10-K for year ended
December 31, 1997, Exhibit 10.28]
10.29 July 11, 1997 (Eighth) Amendment to Credit Facility
and Security Agreement dated March 1, 1993 between
Allied Construction Products, Inc. and KeyBank
National Association. [Form 10-K for year ended
December 31, 1997, Exhibit 10.29]
10.30 Amended and Restated Master Promissory Note, Pledge
and Security Agreement dated November 25, 1997,
between Pubco Corporation and KeyBank National
Association. [Form 10-K for year ended December 31,
1997, Exhibit 10.30]
10.31 Second Amended and Restated Master Promissory Note and
Security Agreement dated November 25, 1997, between
Pubco Corporation and KeyBank National Association for
the Buckeye Business Products, Inc. Division. [Form
10-K for year ended December 31, 1997, Exhibit 10.31]
10.32 August 26, 1998 (Ninth) Amendment to Credit Facility
and Security Agreement dated March 1, 1993 between
Allied Construction Products, Inc. and KeyBank
National Association. [Form 10-K for year ended
December 31, 1997, Exhibit 10.32]
10.33 Pubco Corporation 1998 Equity Incentive Plan.
[Information Statement for September 14, 1998 Annual
Meeting of Stockholders, Appendix A]
21 Subsidiaries of the Registrant.
27 Financial Data Schedule
<PAGE>
PUBCO CORPORATION
Subsidiaries of the Registrant
The Company directly or indirectly owns 100% of the captial stock of
the following significant subsidiaries:
Subsidiaries State of Incorporation
Buckeye Business Products, Inc., Division
Aspen Imaging International, Inc. Delaware
Kroy LLC Nevada
The Company owns an indirect 85% plus interest in Allied Construction
Products, Inc., a Delaware corporation.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEET AT 12/31/1999 AND CONSOLIDATED STATEMENT
OF INCOME FOR THE YEAR ENDED 12/31/1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 9,868
<SECURITIES> 17,489
<RECEIVABLES> 8,662
<ALLOWANCES> 772
<INVENTORY> 11,262
<CURRENT-ASSETS> 50,574
<PP&E> 18,320
<DEPRECIATION> 12,224
<TOTAL-ASSETS> 94,430
<CURRENT-LIABILITIES> 13,492
<BONDS> 771
0
1
<COMMON> 38
<OTHER-SE> 53,855
<TOTAL-LIABILITY-AND-EQUITY> 94,430
<SALES> 67,353
<TOTAL-REVENUES> 67,353
<CGS> 45,588
<TOTAL-COSTS> 45,588
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95
<INCOME-PRETAX> 4,491
<INCOME-TAX> (4,928)
<INCOME-CONTINUING> 9,419
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,269
<EPS-BASIC> 2.25
<EPS-DILUTED> 2.25
</TABLE>
