SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Six Month Period Ended Commission File #0-916-3 June 30, 1994 PLENUM PUBLISHING CORPORATION (Exact name of the Registrant as specified in Charter) Delaware 13-5648711 (State of Incorporation) (I.R.S. Employer Identification No.) 233 Spring Street New York, New York 10013 (Address of principal (Zip Code) executive offices) Registrant's Telephone Number, Including Area Code (212) 620-8000 SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: COMMON STOCK $.10 PAR VALUE Indicate by check mark whether 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes [x] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of 08/12/94: 4,490,447 --------- INDEX PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES PART I. FINANCIAL INFORMATION - - --------------------------------- Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets-- June 30, 1994 and December 31, 1993 3 Condensed consolidated statements of income and retained earnings -- Six and Three months ended June 30, 1994 and 1993 5 Condensed consolidated statements of cash flows -- Six months ended June 30, 1994 and 1993 6 Notes to condensed consolidated financial statements -- June 30, 1994 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. OTHER INFORMATION - - --------------------------- Item 4. Submission of Matters to a Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 - - ---------- PART 1 - FINANCIAL INFORMATION PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS June 30 December 31 1994 1993 ---- ---- (UNAUDITED) (NOTE) ASSETS Current Assets Cash and cash equivalents ($308,476 and $1,441,576)............ $1,370,534 $ 5,030,060 Marketable securities at aggregate market value................ 48,698,001 48,825,213 Interest and dividends receivable.............................. 202,436 224,568 Receivables - net of allowances of $1,086,000 and $848,000................................................ 8,382,240 8,698,080 Advance under the Distribution Agreement....................... 741,248 750,000 Inventories - Note D........................................... 3,937,436 4,179,185 Deferred income tax benefits................................... 3,905,491 2,930,691 ------------ ------------ Total Current Assets....................................... 67,237,386 70,637,797 ------------ ------------ Costs Applicable to Deferred Subscription Income................. 623,220 657,950 ------------ ------------ Property, Plant and Equipment, at cost: Land........................................................... 690,000 690,000 Building, net of accumulated depreciation of $382,066 and $330,826... .............................. 3,151,711 3,202,951 Furniture, Fixtures, equipment and leasehold improvements, net of accumulated depreciation and amortization of $877,054 and $760,100................................ 389,382 454,850 Plate costs, net of accumulated depreciation of $5,331,231 and $4,656,154............................... 3,504,327 3,393,917 ------------ ------------ 7,735,420 7,741,718 ------------ ------------ Deferred Income Tax.............................................. 1,030,309 1,070,309 ------------ ------------ Deferred Charges and Other Assets: Cost of subscription lists of Human Sciences Press and Agathon journals, net of accumulated amortization of $1,571,334 and $1,433,699............................. 3,131,231 3,268,866 Royalties...................................................... 2,039,477 2,075,189 Investment in Gradco Systems, Inc.............................. 1,971,843 1,971,843 Other.......................................................... 590,425 272,476 ------------ ------------ 7,732,976 7,588,374 ------------ ------------ Excess of Cost of Assets Acquired over Book Amount Thereof, net of accumulated amortization of $1,256,573 and $1,229,838...................................... 882,277 909,012 ------------ ------------ Total Assets $85,241,588 $88,605,160 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Due to customers............................................... $462,642 $612,460 Accounts payable............................................... 1,344,384 1,508,098 Due to brokers 710,641 -- Income taxes payable........................................... 1,754,636 2,184,797 Royalties payable.............................................. 2,400,080 3,162,734 Other accrued expenses and sundry liabilities.................. 2,154,504 2,534,040 Dividends payable.............................................. 1,258,880 1,219,267 ------------ ------------ Total Current Liabilities................................ 10,085,767 $11,221,396 Deferred Subscription Income..................................... 21,439,735 25,153,027 Total Liabilities ------------ ------------ 31,525,502 36,374,423 ------------ ------------ Stockholders' Equity -- Note F Preferred Stock, par value $1 per share; Authorized - 1,000,000 shares; none issued Common Stock, par value $.10 per share; Authorized - 12,000,000 shares; Issued -5,847,241 shares................................. 584,724 584,724 Paid-in additional capital..................................... 3,951,526 3,951,526 Retained earnings.............................................. 78,169,017 76,165,428 ------------ ------------ 82,705,267 80,701,678 Less 1,351,241 and 1,331,436 shares of Common Stock held in treasury - at cost......................... 28,989,181 28,470,941 ------------ ------------ Total Stockholders' Equity............................... 53,716,086 52,230,737 ------------ ------------ Total Liabilities and Stockholders' Equity $85,241,588 $88,605,160 ============ ============ <FN> Note: The balance sheet at December 31, 1993 has been derived from the audited consolidated financial statements at that date. See Notes to condensed consolidated financial statements. PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) Six Months Ended June 30 Three Months Ended June 30 --------------------------- -------------------------- 1994 1993 1994 1993 ---- ---- ---- ---- Income: Subscriptions, books, outside journals and other sales, net........ $26,694,853 $26,614,394 $13,186,369 $13,995,497 ------------ ----------- ----------- ------------ Costs and Expenses: Cost of sales...................................................... 10,851,056 10,775,564 5,201,814 5,458,523 Royalties.......................................................... 2,192,653 2,254,374 957,349 1,167,333 Selling, general and administrative expenses....................... 5,639,679 5,851,673 2,839,241 2,933,657 ------------ ----------- ----------- ------------ 18,683,388 18,881,611 8,998,404 9,559,513 ------------ ----------- ----------- ------------ Income From Operations................................ 8,011,465 7,732,783 4,187,965 4,435,984 Dividend income...................................................... 933,412 1,105,326 407,205 514,238 Interest income...................................................... 139,539 530,137 62,975 55,222 Realized (loss) gain on sales of marketable securities............... (1,841,188) 515,526 (862,611) (135,812) Net unrealized (loss) gain on marketable securities.................. (118,636) (1,701,285) 2,535,429 1,319,043 Interest expense..................................................... (16,238) (928,601) (12,713) (278,209) Other investment-related expenses.................................... (102,182) (119,493) (47,566) (53,502) ------------ ----------- ---------- ------------ Income Before Items Shown Below....................... 7,006,172 7,134,393 6,270,684 5,856,964 ------------ ----------- ----------- ------------ Income taxes--Note G: Federal............................................................ 1,900,000 1,763,000 1,870,000 1,571,000 State and City..................................................... 584,000 700,000 492,300 626,000 ------------ ----------- ----------- ------------ 2,484,000 2,463,000 2,362,300 2,197,000 ------------ ----------- ----------- ------------ Income Before Extraordinary Items..................... 4,522,172 4,671,393 3,908,384 3,659,964 ------------ ----------- ----------- ------------ Extraordinary Items -- Note E: Gain on repurchase of 6-1/2% Convertible Subordinated Debentures due April 15, 2007 less applicable income taxes of $2,400...... 3,656 (Loss) from early retirement of 6-1/2% Convertible Subordinated Debentures due April 15, 2007 net of income tax benefit of $674,900.................................................... -- (1,323,450) -- (1,323,450) ------------ ----------- ----------- ------------ Extraordinary Loss.................................... -- (1,319,794) -- (1,323,450) ------------ ----------- ----------- ------------ Net Income........................................................... 4,522,172 3,351,599 3,908,384 2,336,514 Retained earnings - beginning of period.............................. 76,165,428 71,520,740 75,519,513 71,286,530 ------------ ----------- ----------- ------------ 80,687,600 74,872,339 79,427,897 73,623,044 Cash dividends ($.56 and $.54 a share and $.28 and $.27 a share)..... 2,518,583 2,497,422 1,258,880 1,248,127 ------------ ----------- ----------- ------------ Retained earnings - end of period.................................... $78,169,017 $72,374,917 $78,169,017 $72,374,917 ============ =========== =========== ============ Per share of Common Stock - Note H Income before extraordinary items................................. $1.00 $1.01 $0.87 $0.79 Extraordinary loss................................................ (0.29) (0.29) ------------ ----------- ----------- ------------ Net Income.......................................... $1.00 $0.72 $0.87 $0.50 ============ =========== =========== ============ <FN> See notes to condensed consolidated financial statements. PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30 ---------------------------- 1994 1993 ---- ---- Cash flows from operating activities: Net income.......................................................................... $4,522,172 $3,351,599 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of plate costs...................................................... 675,077 917,497 Depreciation and amortization of building, furniture, fixtures, equipment and leasehold improvements.......................................................... 168,194 157,169 Amortization of deferred charges and excess of cost of assets acquired over book amount thereof......................................................................... 1,457,039 1,374,312 Realized loss (gain) on sale of marketable securities...................................................................... 1,841,188 (530,137) Net unrealized loss on marketable securities..................................... 118,636 1,701,285 Extraordinary loss, net of income taxes.......................................... -- 1,319,794 Increase in deferred income tax benefits......................................... (934,800) (1,026,950) Changes in operating assets and liabilities: Decrease (increase) in: Receivables.................................................................. 346,724 (1,682,408) Inventories.................................................................. 241,749 39,438 Other assets................................................................. (1,574,906) (1,531,810) Increase (decrease) in: Accounts payable, accrued expenses and sundry liabilities......................................................... (1,455,722) (2,368,432) Due to brokers............................................................... 710,641 3,182,231 Income taxes payable......................................................... (430,161) 345,414 Deferred subscription income and costs applicable thereto-net..................................................... (3,678,562) (1,952,211) ------------ ------------ Net Cash Provided by Operating Activities............................... 2,007,269 3,296,791 ------------ ------------ Cash flows from investing activities: Additions to plate costs........................................................ (785,487) (888,921) Additions to furniture, fixtures, equipment and leasehold improvements.................................................. (51,486) (126,592) Proceeds from sale and redemption of U.S. Government securities...... -- 32,858,033 Purchases of marketable securities.............................................. (23,849,829) (21,173,849) Proceeds from sale of marketable securities..................................... 22,017,217 19,990,197 ------------ ------------ Net Cash (Used in) Provided by Investing Activities........................ (2,669,585) 30,658,868 ------------ ------------ Cash flows from financing activities: Repurchase of 6-1/2 % Convertible Subordinated Debentures....................... -- (41,755,663) Acquisition of treasury stock................................................... (518,240) (182,585) Dividends paid.................................................................. (2,478,970) (1,249,296) ------------ ------------ Net Cash Used in Financing Activities...................................... (2,997,210) (43,187,544) ------------ ------------ Net Decrease in Cash and Cash Equivalents............................................. (3,659,526) (9,231,885) Cash and cash equivalents at beginning of period...................................... 5,030,060 10,703,199 ------------ ------------ Cash and Cash Equivalents at End of Period................................. $1,370,534 $1,471,314 ============ ============ <FN> See notes to condensed consolidated financial statements. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1994 NOTE A -- BASIS OF PRESENTATION - - ------------------------------- The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 1994 are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1993. NOTE B -- ACCOUNTING CHANGE - - --------------------------- In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for certain Investments in Debt and Equity Securities." The Company adopted the provisions of the new standard for investments held as of or acquired after January 1, 1994. Accordingly, the Company has classified its marketable equity securities held as trading securities on the basis of its intent to trade such securities and has carried them at fair market value, with unrealized gains and losses reported as a component of current earnings. Since at December 31, 1993, the Company valued marketable equity securities as trading securities and reported such securities at the lower of aggregate cost or market, with unrealized losses reported as a component of current earnings, there was no cumulative effect as of January 1, 1994 of adopting Statement 115 on net income. NOTE C -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - - ----------------------------------------------------------- Cash paid during the six months ended June 30, 1994 and 1993 for: 1994 1993 ---- ---- Income Taxes $3,848,961 $3,144,536 Interest 16,238 1,495,705 NOTE D -- INVENTORIES - - --------------------- Inventories at June 30, 1994 and December 31, 1993 are comprised of: 1994 1993 ---- ---- Finished publications $3,550,645 $3,612,257 Work in process 386,791 566,928 ---------- ---------- $3,937,436 $4,179,185 ========== ========== NOTE E -- 6-1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE APRIL 15, 2007 - - ----------------------------------------------------------------------- In February 1993, the Company purchased debentures of $1,149,000 for an aggregate cost (including the write-off of related deferred issuance costs of approximately $28,000) of approximately $1,143,000. On April 30, 1993 (the "Redemption Date"), pursuant to a notice of election to redeem which had been given to the holders on March 24, 1993, the Company redeemed the 6-1/2% Convertible Subordinated Debentures due April 15, 2007 (the "Debentures") which were outstanding on the Redemption Date. In accordance with the terms of the Debentures and the applicable Trust Indenture, the redemption price was equal to 102.60% of the principal amount of outstanding Debentures, and the holders were also paid accrued interest for the period from April 15, 1993 (the date on which the last semi-annual installment of interest was paid) to the Redemption Date. Prior to the Redemption Date, Debentures in the aggregate principal amount of $80,000 were converted into 2,560 shares of Common Stock at the applicable conversion rate of $31.25 per $1,000 of principal amount. On the Redemption Date, Debentures in the aggregate principal amount of $39,598,000 were outstanding, requiring a total payment to the holders of $40,734,793 (including accrued interest). This amount was funded by liquidating a portion of the Company's investments of its excess cash, and from short-term borrowing on the Company's margin account with a broker. The premium paid for the Debentures, the write-off of related deferred issuance costs of approximately $956,000, and professional fees of approx- imately $13,000 incurred for redemption, net of applicable income tax benefit of $675,000 totaled approximately $1,323,000, which had been accounted for as an extraordinary loss. NOTE F -- PER SHARE AMOUNTS - - --------------------------- Net income per share of Common Stock is computed on the basis of the weighted average number of shares outstanding. The number of shares used in this computation for the Six and three months ended June 30, 1994 and 1993 is 4,502,499, 4,626,149, 4,496,735, and 4,625,495 respectively. NOTE G -- INCOME TAXES Total tax expense for the six month periods ended June 30, 1994 and 1993 amounted to $2,484,000 and $2,463,000 (effective rates of 35.45 % and 34.52%), and for the three month periods ended June 30, 1994 and 1993 amounted to $2,362,300 and $2,197,000 (effective rates of 37.67 % and 37.51%), totals different from those computed by applying the U.S. Federal income tax rate of 35% to income before income taxes. The reasons for these differences are as follows: Six Months Ended June 30 Three Months Ended June 30 ----------------------------- ---------------------------- 1994 1993 1994 1993 ------------------------------------------- -------------------------------------------- % of % of % of % of Income Income Income Income Before Before Before Before Income Income Income Income Amount Taxes Amount Taxes Amount Taxes Amount Taxes ------------------------------------------- -------------------------------------------- Computed "expected" tax expense $2,452,000 35.00% $2,497,000 35.00% $2,194,600 35.00% $2,062,700 35.00% Increases (reductions) in tax resulting from: State and local income taxes, net of Federal income tax benefit 379,600 5.41 455,000 6.38 320,000 5.10 406,200 6.93 Nontaxable portion of dividend income (228,700) (3.26) (274,100) (3.84) (99,800) (1.59) (133,400) (2.28) FSC income taxed at a lower rate (175,000) (2.50) (170,200) (2.39) (87,500) (1.40) (87,600) (1.49) Miscellaneous - net 56,100 0.80 (44,700) (0.63) 35,000 0.56 (50,900) (0.65) --------- ------- --------- ------ -------- ------ ---------- ------- Actual Tax Expense $2,484,000 35.45% $2,463,000 34.52% $2,362,300 37.67% $2,197,000 37.51% ========= ======= ========== ====== ========== ====== =========== ======= -9- NOTE H -- CONTINGENCIES - - -------------------------------- In 1991, the Company was named as a co-defendant in an action brought by former executives of Gradco, seeking compensatory and other damages of a material amount. Management of the Company, after consultation with counsel, believes the action will not result in a material loss to the Company and intends to vigorously defend against it. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OPERATIONS - - ---------- Revenues from the Company's publishing operations for the three months ended June 30, 1994 decreased by 5.8%, whereas such revenues for the six months ended June 30, 1994 did not materially change from the comparable period in 1993. Revenues from subscriptions and outside journals for the three months ended June 30, 1994 decreased by 4.5%, whereas such revenues for the six months ended June 30, 1994 did not materially increase from the comparable period in 1993. The decrease in revenues for the second quarter of fiscal year 1994 was primarily due to the following: (a) cessation of the publication of 11 Russian language journals under a contract with an American learned society (which ended with the 1993 volume year - see below), (b) the decrease in revenues from the translation journals resulting from the Company's modified relationship under the Journal Production and Distribution Agreement (see below), (c) non-renewals of subscriptions partially attributable to the reduced buying power of libraries and to changes in the market for the Company's translation of Russian language journals, offset by higher selling prices. Revenues from book sales for the three months ended June 30, 1994 decreased by 10.1%, primarily due to fewer book titles being published. However, despite the reduction in the number of book titles published, such sales for the six months ended June 30, 1994 increased by 1.7%, primarily due to an increase in backlist sales. In April 1993, an American learned society with whom the Company had a contract to produce English translations of 11 Russian language journals for publication by that society gave formal notice that they would not exercise the option of renewing the contract beyond the term ending with the 1993 volume year. The amount of revenue generated from the production of these 11 journals was approximately $142,000 for the three months ended June 30, 1994, compared to $382,000 for the corresponding period in 1993. Such revenues ceased during the second quarter of fiscal 1994. The Journal Production and Distribution Agreement (the "Distribution Agreement") which the Company entered into in December 1993 with the Russian Academy of Sciences and other interested parties relating to translations of certain Russian scientific journals, was described in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Report on Form 10-K for the fiscal year ended December 31, 1993. The new arrangement resulted in decreased revenues from subscription journals for the three months ended June 30, 1994, since the publication of most of the affected translation journals for the 1994 volume year commenced during the second quarter of fiscal 1994. The cost of sales as a percentage of revenues for the three and six months ended June 30, 1994 increased from 39% and 40.5% to 39.4% and 40.6%, respectively, principally due to the adverse impact of the new arrangement under the Distribution Agreement on operating income and the cessation of the publication of 11 Russian language journals under a contract with an American learned society, which had an above average gross margin. The decrease in selling, general and administrative expenses was principally attributable to decreased professional fees, bad debt expense and mailing expenses. The decrease in interest income for the six months ended June 30, 1994 was principally due to lower interest rates and decreased investment in U.S. Government securities, time deposits and money market funds, arising mainly because of the decrease in investment assets utilized for redemption of the Company's Convertible Subordinated Debentures on April 30, 1993. The decrease in dividend income for the three and six months ended June 30, 1994 was due to decreased investment in marketable securities. The Company had a net realized loss of $1,841,188 and an unrealized loss of $118,636 on marketable securities for the six months ended June 30, 1994, as compared to a net realized gain of $515,526 and an unrealized loss of $1,701,285 on marketable securities for the six months ended June 30, 1993. On the other hand, the Company had a net realized loss of $862,611 and an unrealized gain of $2,535,429 on marketable securities for the quarter ended June 30, 1994, as compared to a net realized loss of $135,812 and an unrealized gain of $1,319,043 on marketable securities for the quarter ended June 30, 1993. The decrease in interest expense was primarily due to the redemption of 6-1/2% Convertible Subordinated Debentures on April 30, 1993. The increase in net income for the six months ended June 30, 1994 was principally attributable to increased income from publishing operations and extraordinary loss from early retirement of 6-1/2% Convertible Subordinated Debentures recorded in the second quarter of 1993, offset by the decrease in investment income as discussed in the preceding paragraph. The increase in net income for the three months ended June 30, 1994 was mainly due to extraordinary loss from early retirement of 6-1/2% Convertible Subordinated Debentures recorded in the second quarter of 1993 and the increase in investment income as discussed in the preceding paragraph, offset by decreased income from publishing operations. LIQUIDITY AND SOURCES OF CAPITAL - - -------------------------------- The ratio of current assets to current liabilities is 6.7 to 1 at June 30, 1994 compared to 6.3 to 1 at December 31, 1993. Management anticipates that internally generated funds will exceed the requirements of the operations of the business. The Company also has funds of approximately $50,069,000 at June 30, 1994 invested in marketable securities and in cash, which are available for corporate purposes. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. - - ------- ---------------------------------------------------- (a) The Company's Annual Meeting of Stockholders was held on June 16, 1994. (b) The sole purpose of the meeting was the election of three directors of the Company, to serve for a term of two years (i.e. until the Annual Meeting to be held in 1996). Proxies were solicited by management for its nominees, pursuant to Regulation 14 under the Securities Exchange Act of 1934, and there was no opposing solicitation. All of such nominees were elected as directors by the required plurality of the votes cast. The directors so elected are Martin E. Tash, Mark Shaw and Bernard Bressler. All of such persons were incumbent directors. The other directors (whose current two-year term of office expires at the Annual Meeting to be held in 1995) are N. Bruce Hannay, Howard F. Mathiasen and Earl Ubell. (c) The votes cast for, and withheld from, each of the nominees (out of the 4,496,000 shares of Common Stock outstanding and entitled to vote as of the record date of May 9, 1994) are set forth below. There were no broker non-votes. Nominees For Withheld Martin E. Tash 3,874,798 8,007 Mark Shaw 3,874,798 7,847 Bernard Bressler 3,874,798 8,097 Item 6. Exhibits and Report on Form 8-K (a) Exhibits - None. (b) Reports on Form 8 - K - None. 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. PLENUM PUBLISHING CORPORATION ----------------------------- By:s/Martin E. Tash ---------------- Martin E. Tash Chairman of the Board of Directors and President (Principal Executive Officer) Dated: August 12, 1994 By:s/Ghanshyam A. Patel --------------------- Ghanshyam A. Patel Treasurer and Chief Financial Officer Dated: August 12, 1994