<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM l0-Q
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF l934
For the period ended March 31, 2000
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
NA
(Former name, former address and former fiscal year,
if changed since last report.)
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
Number of Common Shares Outstanding as of May 1, 2000: 3,720,509
<PAGE>
PUBCO CORPORATION
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of
March 31, 2000 and December 31, 1999. . . . . . . . 3
Consolidated Statements of Operations
for the Three Months Ended
March 31, 2000 and 1999. . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows
for the Three Months Ended March 31,
2000 and 1999. . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . 9
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . 11
Item l. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote
of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)--Note A.
PUBCO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000's except share amounts)
March 31 December 31
2000 1999
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,842 $ 9,868
Marketable securities and other
investments available for sale 23,525 17,489
Trade receivables (less allowances of
$822 in 2000 and $772 in 1999) 9,497 7,890
Inventories--Note B 13,606 11,262
Deferred income taxes 1,643 1,600
Prepaid expenses and other current assets 2,810 2,465
-------- --------
TOTAL CURRENT ASSETS 54,923 50,574
PROPERTY AND EQUIPMENT (at cost
less accumulated depreciation,
amortization of $12,441 in 2000
and $12,224 in 1999) 6,016 6,096
INTANGIBLE ASSETS
(at cost less accumulated amortization of
$1,185 in 2000 and $1,132 in 1999) 3,494 3,547
OTHER ASSETS 34,008 34,213
-------- --------
TOTAL ASSETS $ 98,441 $ 94,430
======== ========
See notes to consolidated financial statements.
<PAGE>
PUBCO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets--Continued
($ in 000's except share amounts)
March 31 December 31
2000 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,899 $ 5,977
Accrued liabilities 6,407 7,515
-------- --------
TOTAL CURRENT LIABILITIES 15,306 13,492
LONG-TERM DEBT 1,940 771
DEFERRED CREDITS AND NONCURRENT LIABILITIES 25,805 25,562
MINORITY INTEREST 740 711
STOCKHOLDERS' EQUITY
Preferred Stock:
Convertible Preferred Stock - par value $1;
20,000 shares authorized, none issued - -
Preferred Stock - par value $.01;
2,000,000 shares authorized, 70,000
Series A shares issued and outstanding
($7,000 aggregate liquidation preference) 1 1
Common Stock:
Common Stock - par value $.01; 5,000,000
shares authorized; 3,201,382 issued and
3,186,218 outstanding in 2000 and 3,201,276
issued and 3,189,112 outstanding in 1999 32 32
Class B Stock - par value $.01; 2,000,000
shares authorized, 553,091 issued and
outstanding in 2000 and 553,197 issued
and outstanding in 1999 6 6
Additional paid in capital 32,231 32,221
Retained earnings 22,141 21,175
Accumulated other comprehensive income 356 551
-------- --------
54,767 53,986
Treasury stock at cost,
15,164 shares in 2000 and
12,164 shares in 1999 (117) (92)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 54,650 53,894
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 98,441 $ 94,430
======== ========
See notes to consolidated financial statements.
<PAGE>
PUBCO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
($ in 000's except share amounts)
Three Months Ended
March 31
2000 l999
Net sales $ 15,939 $ 18,302
Cost of sales 10,723 12,497
-------- --------
GROSS PROFIT 5,216 5,805
Costs and expenses:
Selling, general and
administrative expenses 4,135 4,480
Interest expense 31 34
Interest income (549) (604)
Other expense (income) net (333) 8
-------- --------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST 1,932 1,887
Provision for income taxes 718 597
-------- --------
INCOME BEFORE MINORITY INTEREST 1,214 1,290
Minority interest (29) (54)
-------- --------
NET INCOME $ 1,185 $ 1,236
======== ========
Preferred stock dividend requirements 219 206
-------- --------
NET INCOME APPLICABLE
TO COMMON STOCKHOLDERS $ 966 $ 1,030
======== ========
BASIC AND DILUTIVE EARNINGS PER SHARE $ .26 $ .27
======== ========
Weighted average number
of shares outstanding 3,741,056 3,752,473
========= =========
See notes to consolidated financial statements.
<PAGE>
PUBCO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
($ in 000's except share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,185 $ 1,236
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 273 252
Stock based compensation 10 -
Deferred income taxes 644 801
Net (gain) on sales of securities (383) (61)
Net (gain) on disposal of fixed assets - (80)
Minority interest 29 54
Changes in operating assets and liabilities:
Trade receivables (1,607) (1,673)
Inventories (2,344) (1,333)
Accounts payable 2,922 3,980
Other current liabilities (1,108) (1,071)
Other, net (717) (329)
-------- --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,096) 1,776
INVESTING ACTIVITIES
Purchases of marketable securities (6,848) (27)
Proceeds from sale of marketable securities 1,133 301
Purchases of fixed assets (140) (515)
Proceeds from the sale of fixed assets - 80
-------- --------
NET CASH (USED IN) INVESTING ACTIVITIES (5,855) (161)
FINANCING ACTIVITIES
Proceeds from long-term debt 6,440 5,651
Principal payments on long-term debt (5,271) (6,305)
Dividends paid (219) (206)
Purchase of treasury stock (25) -
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 925 (860)
-------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (6,026) 755
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,868 9,816
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,842 $ 10,571
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
PUBCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in 000's except share amounts)
March 31, 2000
NOTE A -- Basis of Presentation
The financial information presented herein should be read in conjunction
with the consolidated financial statements and footnotes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
The consolidated balance sheet as of December 31, 1999 has been derived from
the audited financial statements at that date.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included, all of which are of a normal recurring nature.
Earnings per common share has been computed by dividing net income after
preferred dividend requirements by the weighted average number of shares of
Common Stock and Class B Stock outstanding during the periods. The
Preferred Stock dividend requirement is an annual variable dividend,
currently $12.50 per share.
The Company's financial instruments recorded on the balance sheet include
cash and cash equivalents. Because of their short maturity, the carrying
amount of cash and cash equivalents 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 $2,600 and $3,100 outstanding at March 31, 2000 and December 31,
1999, respectively.
Certain prior year amounts have been reclassified to conform to the 2000
presentation.
<PAGE>
PUBCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in 000's except share amounts)
March 31, 2000
NOTE B -- Inventories
The components of inventories consist of the following:
March 31 December 31
2000 1999
Raw materials and supplies $ 7,017 $ 5,838
Work in process 664 321
Finished goods 6,905 6,048
------- -------
14,586 12,207
Less inventory reserves (980) (945)
------- -------
$13,606 $11,262
======= =======
NOTE C -- Comprehensive Income
Total comprehensive income consists of the following for the three months
ended March 31
2000 1999
Net Income $ 1,185 $ 1,236
Other Comprehensive Income:
Unrealized holding gains on
investments available for sale
arising during the period 344 483
Less reclassification adjustment
for gains on investments available
for sale (383) (61)
Unrealized currency translation adjustments
arising during the period (4) (47)
Pension adjustment (152) -
------- -------
Total Other Comprehensive (Loss) Income (195) 375
------- -------
Total Comprehensive Income $ 990 $ 1,611
======= =======
<PAGE>
PUBCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in 000's except share amounts)
March 31, 2000
NOTE D -- Industry Segment Information
Summarized industry segment information is as follows:
<TABLE>
<CAPTION>
Printer Construction
Supplies Products
Business Business Corporate Consolidated
<S> <C> <C> <C> <C>
Three months ended
March 31, 2000
Net sales $ 9,158 $6,781 - $15,939
Income before income taxes and
minority interest 984 351 $597 1,932
Three months ended
March 31, 1999
Net sales 10,391 7,911 - 18,302
Income before income taxes and
minority interest 1,075 698 114 1,887
</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.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 2000 and 1999
Sales declined in 2000 from 1999 because of decreases in sales at both the
Company's construction products business and its printer supplies business.
The decrease in sales in the construction products business is primarily
attributable to lower unit sales. The decrease in sales in the printer
supplies business, which sells supplies for both impact and non-impact
printing devices as well as labeling supplies and machines, is primarily
attributable to the decline in sales of supplies for impact printers.
The gross profit decrease in 2000 from 1999 is primarily the result of the
decrease in sales. Gross profit percentage increased in 2000 from 1999
primarily because of an increase in gross profit percentage at the Company's
label supplies business. The Company's label supplies business introduced
its first direct-to-end-user catalog in the first quarter of 2000 which
resulted in higher gross profits on label supplies sold. The label supplies
business also closed its label coating plant in the first quarter of 2000,
which has reduced the cost of materials. Income before income taxes and
minority interest increased slightly. The gross profit decrease in 2000 was
offset partially by a reduction in operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had $27,367,000 of cash, cash equivalents,
marketable securities and other short-term investments. The Company's
marketable securities and other short term investments are 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 sell
marketable securities and other short term investments to the extent funds
are not required to make acquisitions of operating businesses.
The Company also has a $2,500,000 working capital line for its printer
supplies business. At March 31, 2000, 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 March 31, 2000, borrowing
under this line of credit was $1,940,000. 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
March 31, 2000, letters of credit aggregating approximately $2,370,000 were
outstanding, but there were no borrowings under this line. The Company is
continually reviewing business acquisition opportunities.
<PAGE>
The Company has commitments for capital expenditures of approximately
$1,000,000, 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. Between October 31,
1995 and April 30, 2000, the Company purchased 33,964 shares at an average
price of approximately $7.618 per share for a total of $258,733.
Stockholders' equity of $54,650,000 at March 31, 2000 includes Common and
Preferred stockholders' equity. In order to calculate Common stockholders'
equity at March 31, 2000, 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 March 31, 2000.
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>
PART II - OTHER INFORMATION
Item l. LEGAL PROCEEDINGS. Not Applicable
Item 2. CHANGES IN SECURITIES. None
Item 3. DEFAULTS UPON SENIOR SECURITIES. None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None
Item 5. OTHER INFORMATION. None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
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 thereunto duly authorized.
PUBCO CORPORATION
/s/ Robert H. Kanner
----------------------------
Robert H. Kanner
Chief Executive Officer
/s/ Maria Szubski
----------------------------
Maria Szubski
Chief Financial Officer
Dated: May 15, 2000
<PAGE>
EXHIBIT INDEX
Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEET AT 03/31/2000 AND CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE 3 MONTHS ENDED 03/31/2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,842
<SECURITIES> 23,525
<RECEIVABLES> 10,319
<ALLOWANCES> 822
<INVENTORY> 13,606
<CURRENT-ASSETS> 54,923
<PP&E> 18,457
<DEPRECIATION> 12,441
<TOTAL-ASSETS> 98,441
<CURRENT-LIABILITIES> 15,306
<BONDS> 1,940
0
1
<COMMON> 38
<OTHER-SE> 54,611
<TOTAL-LIABILITY-AND-EQUITY> 98,441
<SALES> 15,939
<TOTAL-REVENUES> 15,939
<CGS> 10,723
<TOTAL-COSTS> 10,723
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31
<INCOME-PRETAX> 1,932
<INCOME-TAX> 718
<INCOME-CONTINUING> 1,185
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,185
<EPS-BASIC> .26
<EPS-DILUTED> .26
</TABLE>
