UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10 - Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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: 1-3579
PITNEY BOWES INC.
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
The Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No_____
Number of shares of common stock, $2 par value, outstanding as of March
31, 1996 is 149,693,251.
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 2 of 16
Pitney Bowes Inc.
Index
Page Number
Part I - Financial Information:
Consolidated Statement of Income - Three Months
Ended March 31, 1996 and 1995 3
Consolidated Balance Sheet - March 31, 1996
and December 31, 1995 4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6 - 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 12
Part II - Other Information:
Item 1: Legal Proceedings 13
Item 6: Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit (i) - Computation of Earnings per Share 15
Exhibit (ii) - Computation of Ratio of Earnings
to Fixed Charges 16
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 3 of 16
Part I - Financial Information
Pitney Bowes Inc.
Consolidated Statement of Income
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended March 31,
1996 1995
Revenue from:
Sales $ 384,004 $ 363,396
Rentals and financing 409,078 369,939
Support services 113,183 105,577
Total revenue 906,265 838,912
Costs and expenses:
Cost of sales 238,764 212,726
Cost of rentals and financing 125,752 106,211
Selling, service and administrative 311,016 290,565
Research and development 18,710 20,339
Interest, net 48,584 59,085
Total costs and expenses 742,826 688,926
Income from continuing operations before
income taxes 163,439 149,986
Provision for income taxes 56,930 53,997
Income from continuing operations 106,509 95,989
Discontinued operations - 10,322
Net income $ 106,509 $ 106,311
Income per common and common
equivalent share:
Income from continuing operations $ .70 $ .63
Discontinued operations - .07
Net income $ .70 $ .70
Average common and common equivalent
shares outstanding 151,416,081 152,066,210
Dividends declared per share of
common stock $ .345 $ .30
Ratio of earnings to fixed charges 3.56 3.10
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 4 of 16
Pitney Bowes Inc.
Consolidated Balance Sheet
(Unaudited)
(Dollars in thousands)
March 31, December 31,
1996 1995
Assets
Current assets:
Cash and cash equivalents $ 88,511 $ 85,352
Short-term investments, at cost which
approximates market 2,160 3,201
Accounts receivable, less allowances:
3/96, $12,654; 12/95, $13,050 380,650 386,727
Finance receivables, less allowances:
3/96, $38,159; 12/95, $37,699 1,242,821 1,208,532
Inventories (Note 2) 303,843 311,271
Other current assets and prepayments 137,661 106,014
Total current assets 2,155,646 2,101,097
Property, plant and equipment, net (Note 3) 496,465 495,001
Rental equipment and related
inventories, net (Note 3) 783,646 773,337
Property leased under capital
leases, net (Note 3) 7,834 7,876
Long-term finance receivables, less
allowances:
3/96, $75,771; 12/95, $75,807 3,305,968 3,390,597
Investment in leveraged leases 583,675 570,008
Goodwill, net of amortization:
3/96, $32,066; 12/95, $30,504 206,759 208,698
Other assets 320,050 298,034
Total assets $7,860,043 $7,844,648
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and
accrued liabilities $ 769,148 $ 818,122
Income taxes payable 264,631 232,794
Notes payable and current portion of
long-term obligations 2,327,075 2,138,065
Advance billings 323,994 312,595
Total current liabilities 3,684,848 3,501,576
Deferred taxes on income 609,389 612,811
Long-term debt 849,172 1,048,515
Other noncurrent liabilities 408,053 410,646
Total liabilities 5,551,462 5,573,548
Preferred stockholders' equity in a
subsidiary company 200,000 200,000
Stockholders' equity:
Cumulative preferred stock, $50 par
value, 4% convertible 47 47
Cumulative preference stock, no par
value, $2.12 convertible 2,502 2,547
Common stock, $2 par value 323,338 323,338
Capital in excess of par value 29,437 30,299
Retained earnings 2,241,650 2,186,996
Cumulative translation adjustments (48,042) (46,991)
Treasury stock, at cost (440,351) (425,136)
Total stockholders' equity 2,108,581 2,071,100
Total liabilities and stockholders' equity $7,860,043 $7,844,648
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 5 of 16
Pitney Bowes Inc.
Consolidated Statement of Cash Flows
(Unaudited)
(Dollars in thousands)
Three Months Ended March 31,
1996 1995*
Cash flows from operating activities:
Net income $ 106,509 $ 106,311
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 65,524 65,505
Net change in the strategic focus
initiative (6,421) (8,704)
(Decrease) increase in deferred
taxes on income (3,316) 1,649
Change in assets and liabilities:
Accounts receivable 5,908 (7,231)
Sales-type lease receivables (3,575) (16,263)
Inventories 7,151 (11,310)
Other current assets and prepayments (29,588) 4,310
Accounts payable and accrued
liabilities (42,374) (107,466)
Income taxes payable 31,885 38,522
Advance billings 11,518 12,210
Other, net (28,902) (6,394)
Net cash provided by operating
activities 114,319 71,139
Cash flows from investing activities:
Short-term investments 1,041 (46)
Net investment in fixed assets (69,763) (85,898)
Net investment in direct-finance
lease receivables 52,931 (9,591)
Investment in leveraged leases (14,021) (21,028)
Net cash used in investing
activities (29,812) (116,563)
Cash flows from financing activities:
(Decrease) increase in notes payable (9,268) 113,174
Principal payments on long-term
obligations (1,809) 1,437
Proceeds from issuance of stock 6,298 1,720
Stock repurchases (24,500) (14,932)
Dividends paid (51,855) (45,380)
Net cash (used in) provided by
financing activities (81,134) 56,019
Effect of exchange rate changes on cash (214) 858
Increase in cash and cash
equivalents 3,159 11,453
Cash and cash equivalents at beginning
of period 85,352 75,106
Cash and cash equivalents at end of period $ 88,511 $ 86,559
Interest paid $ 53,894 $ 74,445
Income taxes paid $ 26,477 $ 19,622
<FN>
* Certain prior year amounts have been reclassified to conform with
the 1996 presentation.
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 6 of 16
Pitney Bowes Inc.
Notes to Consolidated Financial Statements
Note 1:
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of Pitney Bowes Inc. ("the company"),
all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of the company as
of March 31, 1996 and the results of its operations and cash flows
for the three months ended March 31, 1996 and 1995 have been
included. Operating results for the three months ended March 31,
1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996. These statements
should be read in conjunction with the financial statements and
notes thereto included in the company's Annual Report to
Stockholders and Form 10-K Annual Report for the year ended December
31, 1995.
Note 2:
Inventories are comprised of the following:
(Dollars in thousands) March 31, December 31,
1996 1995
Raw materials and work in process $ 61,319 $ 57,203
Supplies and service parts 90,556 87,863
Finished products 151,968 166,205
Total $303,843 $311,271
Note 3:
Fixed assets are comprised of the following:
(Dollars in thousands) March 31, December 31,
1996 1995
Property, plant and equipment $1,083,437 $1,072,229
Accumulated depreciation (586,972) (577,228)
Property, plant and equipment, net $ 496,465 $ 495,001
Rental equipment and related
inventories $1,616,079 $1,591,321
Accumulated depreciation (832,433) (817,984)
Rental equipment and related
inventories, net $ 783,646 $ 773,337
Property leased under capital
leases $ 25,775 $ 25,468
Accumulated amortization (17,941) (17,592)
Property leased under capital
leases, net $ 7,834 $ 7,876
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 7 of 16
Note 4:
The company adopted Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" on January 1, 1996 with no material effect to
the company's reported results.
The company also adopted Statement of Financial Accounting Standards
No. 122, "Accounting for Mortgage Servicing Rights" (FAS 122) on
January 1, 1996. FAS 122 requires that capitalized mortgage servicing
rights be assessed periodically for impairment based on the fair value
of those rights. Based on an evaluation performed as of March 31,
1996, no impairment was recognized in the company's mortgage servicing
rights portfolio.
The company adopted Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" (FAS 123), on January
1, 1996. Under FAS 123, companies can elect, but are not required, to
recognize compensation expense for all stock-based awards, using a
fair value methodology. The company has adopted the disclosure only
provisions, as permitted by FAS 123. These disclosures will be
included in the company's 1996 annual report.
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 8 of 16
Pitney Bowes Inc.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Continuing Operations - first quarter of 1996 vs. first
quarter of 1995.
Revenue increased eight percent to $906.3 million in 1996 compared to
$838.9 million in the first quarter of 1995. Income from continuing
operations increased 11 percent to $106.5 million in 1996 from $96.0
million in 1995. Excluding approximately $30 million in PROM (memory chip)
sales that resulted from 1995's first quarter United States Postal Service
(U.S.P.S.) rate change, 1996 first quarter revenue grew 12 percent and income
from continuing operations grew approximately 20 percent.
Sales revenue increased six percent in 1996 comprised of five percent
volume growth and one percent due to increased pricing. The facilities
management business recorded a 17 percent increase in sales as it
continued to expand its facilities management contract base,
especially in the commercial market. Sales revenue comparisons were
also enhanced by strong growth at U.S. mailing and shipping operations
as a result of equipment sales, and the acquisition in 1995 of a
former Japanese joint venture. These growth factors were partly offset
by the inclusion in 1995 first quarter revenue of PROM (memory chip)
sales resulting from the U.S.P.S. rate change discussed above. Excluding
such amount, 1996 sales grew 14 percent.
Rentals and financing revenue increased 11 percent from prior year.
Rental revenue growth reflected a higher number of postage meters on
rental, especially higher yielding Postage By Phone(R) meters, as well
as price increases. First quarter 1996 was also favorably impacted by
the placement of a higher number of plain paper facsimile systems in
service, offset by price declines. The increase in financing revenue
is attributed to a higher earning asset base and an increased
contribution from programs designed to increase fee-based income.
Support services revenue was seven percent above the prior year. The
revenue growth was attributable to volume increases primarily at
Production Mail and mailing operations in Canada and Germany as well
as the acquisition in 1995 of a former Japanese joint venture.
The ratio of cost of sales to sales revenue increased to 62.2 percent
in 1996 from 58.5 percent in 1995. The increased ratio reflects the
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 9 of 16
growing significance of the company's facilities management business
which includes most of its expenses in cost of sales. Additionally,
1995 results benefited from lower cost of sales rates associated with
the U.S.P.S. rate change discussed above.
The ratio of cost of rentals and financing to rentals and financing
revenue increased to 30.7 percent in 1996 from 28.7 percent in 1995.
The increase was due to the growth in the mix of the financing
component of this ratio which has a higher relative cost as well as
increased engineering support for recently introduced meter products.
Selling, service and administrative expense ratio to revenue improved
slightly to 34.3 percent of revenue in 1996 compared to 34.6 percent
in 1995. The slight improvement in this ratio was due to the decrease
in the relative expenses as a component of revenue from continued cost
containment initiatives throughout the company; offset by the
inclusion of a dividend payment on preferred stock of a subsidiary
company.
Research and development expense decreased eight percent to $18.7
million in 1996 from $20.3 million in 1995. This decrease reflected
higher 1995 expenditures for new products approaching the end of their
development cycle. In addition, the company has maintained its cost
containment programs while continuing to significantly invest in cost
effective, advanced product development with emphasis on electronic
technology and software development.
Net interest expense decreased to $48.6 million in 1996 from $59.1
million in 1995. This decrease is due to lower short- and long-term
interest rates, lower average borrowing levels in 1996 reflecting the
impact of the cash generated by the sales of Dictaphone Corporation
(Dictaphone) and Monarch Marking Systems, Inc. (Monarch) in the latter
half of 1995 and the issuance of preferred stock in a subsidiary of
the company to outside institutional investors. The consolidated
statement of income reflects these preferred stock dividends as a
minority interest in "selling, service, and administrative" expense.
The first quarter effective tax rate was 34.8 percent in 1996 compared
to 36.0 percent in 1995. The improvement in the 1996 effective rate
was primarily due to tax benefits attributable to foreign operations.
Nonrecurring Item
As of March 31, 1996, the company has made severance and benefit
payments of approximately $54.9 million to nearly 1,500 employees
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 10 of 16
separated under the strategic focus initiatives commenced in 1994.
Approximately 400 employees with the requisite enhanced skills have
been hired to produce and service advanced product offerings. It is
currently anticipated that upon completion of the actions contemplated
under the strategic initiatives, approximately 1,700 employees will
have been separated from the company.
Accounting Change
The company adopted Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" on January 1, 1996 with no material effect to
the company's reported results.
The company also adopted Statement of Financial Accounting Standards
No. 122, "Accounting for Mortgage Servicing Rights" (FAS 122) on
January 1, 1996. FAS 122 requires that capitalized mortgage servicing
rights be assessed periodically for impairment based on the fair value
of those rights. Based on an evaluation performed as of March 31,
1996, no impairment was recognized in the company's mortgage servicing
rights portfolio.
The company adopted Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" (FAS 123), on January
1, 1996. Under FAS 123, companies can elect, but are not required, to
recognize compensation expense for all stock-based awards, using a
fair value methodology. The company has adopted the disclosure only
provisions, as permitted by FAS 123. These disclosures will be
included in the company's 1996 annual report.
Liquidity and Capital Resources
The current ratio remained essentially unchanged at March 31, 1996 and
December 31, 1995 at .59 to 1 and .60 to 1, respectively. Working
capital has decreased since year-end 1995 primarily due to the
reclassification of $200 million of notes due in February 1997 to
current portion of long term debt. In addition, the company sold
external finance assets in the first quarter 1996.
As part of the company's non-financial services shelf registrations, a
medium-term note facility exists permitting issuance of up to $100
million in debt securities with maturities ranging from more than one
year up to 30 years of which $32 million remain available at March 31,
1996. The company also has an additional $300 million remaining on
its non-financial services shelf registrations filed with the
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 11 of 16
Securities and Exchange Commission (SEC). Amounts available under
credit agreements, shelf registrations and commercial paper and medium-
term note programs, in addition to cash generated internally and by
the sales of Monarch and Dictaphone, are expected to be sufficient to
provide for financing needs in the next several years.
Pitney Bowes Credit Corporation (PBCC) has $750 million of unissued
debt securities available from a shelf registration statement filed
with the SEC in September 1995. Up to $500 million of medium-term
notes may be offered under this registration statement. The $750
million available under this shelf registration statement should meet
PBCC's financing needs for the next two years. PBCC also had unused
lines of credit and revolving credit facilities totaling $1.7 billion
at March 31, 1996, largely supporting its commercial paper borrowings.
The ratio of total debt to total debt and stockholders' equity
including the preferred stockholders' equity in a subsidiary company
in total debt was 61.7% at March 31, 1996 compared to 62.2% at
December 31, 1995. This ratio was favorably impacted by the proceeds
from the sales of Dictaphone and Monarch which were used primarily to
repay short-term debt, partially offset by the repurchase of
approximately 508,000 shares of common stock for $24.5 million in the
first quarter of 1996. Book value per common share increased to
$14.07 at March 31, 1996 from $13.79 at year-end 1995 principally due
to year-to-date income offset by the repurchase of common shares as
noted above.
The company enters into interest rate swap agreements principally
through its financial services businesses. It has been the practice
and objective of the company to use a balanced mix of debt maturities,
variable- and fixed-rate debt and interest rate swap agreements to
control the company's sensitivity to interest rate volatility. The
company utilizes interest rate swap agreements when it considers the
economic benefits to be favorable. Swap agreements, as noted above,
have been principally utilized to fix interest rates on commercial
paper and/or obtain a lower cost on debt than would otherwise be
available absent the swap.
Capital investments
In the first quarter of 1996, net investments in fixed assets included
$21.7 million in net additions to property, plant and equipment and
$47.9 million in net additions to rental equipment and related
inventories compared with $32.6 million and $51.2 million,
respectively, in the same period in 1995. In the case of rental
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 12 of 16
equipment, the additions included the production of postage meters and
the purchase of facsimile and copier equipment for both new placements
and upgrade programs.
As of March 31, 1996, commitments for the acquisition of property,
plant and equipment included plant and manufacturing equipment
improvements as well as rental equipment for new and replacement
programs.
________________________________________________________________
The company wishes to caution readers that any forward-looking
statements contained in this Form 10-Q or made by the management of
the company involve risks and uncertainties, and are subject to change
based on various important factors. The following factors, among
others, could affect the company's financial results and could cause
the company's financial performance to differ materially from the
expectations expressed in any forward-looking statement made by or on
behalf of the company -- the strength of worldwide economies; the
effects of and changes in trade, monetary and fiscal policies and
laws, and inflation and monetary fluctuations; the timely development
of and acceptance of new Pitney Bowes products and the perceived
overall value of these products by users including the features,
pricing, and quality compared to competitors' products; the
willingness of users to substitute competitors' products for Pitney
Bowes products; the success of the company in gaining approval of its
products in new markets where regulatory approval is required; the
ability of the company to successfully enter new markets, including
the ability to efficiently distribute and finance its products; the
impact of changes in postal regulations around the world that directly
regulate the manufacture, ownership and or distribution of postage
meters, or that regulate postal rates and discounts; the willingness
of mailers to utilize alternative means of communication; and the
company's success at managing customer credit risk.
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 13 of 16
Part II - Other Information
Item 1: Legal Proceedings
The company is currently a defendant in a number of lawsuits
arising in the ordinary course of business, none of which
should have, in the opinion of management and legal counsel, a
material adverse effect on the company's financial position or
results of operations.
The company has been advised that the Antitrust Division of the
United States Department of Justice is conducting a civil
investigation of its postage equipment business to determine
whether there is, has been, or may be a violation of the
surviving provisions of the 1959 consent decree between the
company and the U.S. Department of Justice, and or the
antitrust laws. The company intends to cooperate with the
Department's investigation.
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Reg. S-K Status or Incorporation
Exhibits Description by Reference
(11) Computation of earnings See Exhibit (i)
per share. on page 15.
(12) Computation of ratio of See Exhibit (ii)
earnings to fixed charges. on page 16.
(b) Reports on Form 8-K.
On March 13, 1996, the company filed a Form 8-K disclosing the
Preference Share Purchase Rights Agreement dated December 11,
1995 between the company and Chemical Mellon Shareholder
Services, L.L.C., as Rights Agent.
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1996
Page 14 of 16
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.
PITNEY BOWES INC.
May 10, 1996
/s/ C. F. Adimando
C. F. Adimando
Vice President - Finance and
Administration, and Treasurer
(Principal Financial Officer)
/s/ A. F. Henock
A. F. Henock
Vice President - Controller
and Chief Tax Counsel
(Principal Accounting Officer)