-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EXji0zuJgtoYH+xAAHFp4i461YqQHj+Ue0Wfuo8Aaj3I9pVd/Bq5UQI5rNoPRGxi gV/pp+sWnGfTFYzQELYs6Q== 0001047469-98-034417.txt : 19980915 0001047469-98-034417.hdr.sgml : 19980915 ACCESSION NUMBER: 0001047469-98-034417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980818 ITEM INFORMATION: FILED AS OF DATE: 19980914 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECEPT BUSINESS SERVICES INC CENTRAL INDEX KEY: 0001051285 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 752487353 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23735 FILM NUMBER: 98708505 BUSINESS ADDRESS: STREET 1: 1909 WOODALL ROGERS FREEWAY STREET 2: STE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147546000 MAIL ADDRESS: STREET 1: PO BOX 219008 CITY: DALLAS STATE: TX ZIP: 75201 8-K 1 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): August 18, 1998 ------------------- Commission file number: 000-23735 ------------- PRECEPT BUSINESS SERVICES, INC. (Exact name of registrant as specified in its charter) Texas 75-2487353 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1909 Woodall Rodgers Freeway, Suite 500 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 754-6600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 7 FINANCIAL STATEMENTS Item 7(a) Condensed Operating Results and Balance Sheet for Years ended June 30, 1998 and 1997 Included as Exhibit 99.1 is the Company's press release dated August 18, 1998 in which the Company announced its preliminary operating results and financial position for fiscal year 1998. Item 7(c) Exhibits 99.1 Press release dated August 18, 1998 - Fiscal Year 1998 Operating Results. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly issued this report to be signed on its behalf by the undersigned hereunto duly authorized. PRECEPT BUSINESS SERVICES, INC. September 11, 1998 By: William W. Solomon, Jr. Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE PRECEPT BUSINESS SERVICES ANNOUNCES FY 1998 OPERATING RESULTS COMPANY WELL-POSITIONED AS CONSOLIDATOR IN $20 BILLION GRAPHICS AND $4 BILLION CORPORATE TRANSPORTATION INDUSTRIES DALLAS, Texas (August 18, 1998) - Precept Business Services, Inc. (NASDAQ: "PBSIA") the nation's largest independent distributor of printed business products and document management services, today announced operating results for its fourth quarter and fiscal year ended June 30, 1998. Precept's operating income for the fourth quarter of 1998 increased by 306% to $1.4 million and its EBITDA, a measure of operating cash flow, increased by 452% to $2.0 million. For the full fiscal (FY) 1998, Precept's operating income increased 50% to $3.9 million and its EBITDA increased to $5.3 million from $0.6 million. For the fourth quarter ended June 30, 1998, the Company's revenues increased 18% ($6.1 million) to $33.5 million, when compared with revenues of $28.4 million in the fourth quarter of FY 1997. Revenues from the Company's products businesses rose $2.9 million from the year-earlier period, while revenues from Precept's transportation division increased $2.2 million, reflecting acquisition of the limousine and livery operations of U. S. Transportation Systems in a merger which was completed in March 1998. Cross profit during the fourth quarter of FY 1998 increased 32% to $9.6 million (28.6% of revenues), versus $7.3 million (25.5% of revenues) in the same quarter last year. Selling, general and administrative (SG&A) expenses in the fourth quarter of 1998 amounted to 22.9% of revenues, an increase from 22.2% a year earlier. The $1.4 million increase in SG&A expenses reflected higher operating costs associated with businesses acquired during the 1998 fiscal year. Net income from continuing operations for the quarter ended June 30, 1998 increased 381% to $592,809 ($0.01 per share), compared with net income of $137,710 ($0.00 per share). Earnings per share were calculated on 52.2 million average shares of common stock outstanding during the most recent quarter, versus 42.6 million shares in the prior-year period. The increase in common shares outstanding was primarily due to the issuance of additional common stock in the acquisition of U. S. Transportation Systems. For the fiscal year ended June 30, 1998, revenues approximated $123.0 million, which represented a 6% increase when compared with FY 1997 revenues of $115.9 million. The higher revenues for FY 1998 primarily reflect the impact of business products distribution and transportation companies acquired during the past twelve months. Gross profit of $37.7 million in FY 1998 compared with $36.2 million in the previous fiscal year while the SG&A expense ratio improved to 26.0% of revenues, versus 27.4% in FY 1997. Net income from continuing operations reached $1,185,814 ($0.03 per share) in the fiscal year ended June 30, 1998 compared with net income from continuing operations of $1,155,790 ($0.03 per share) in the previous fiscal year. "During Precept's first quarter operating as a public company and as a consolidator in the business products and transportation industries, Precept realized solid revenue and EBITDA growth as well as improved earnings per share," stated David Neely, Precept's chairman and chief executive officer. "The fourth quarter reflects our success as an aggressive consolidator." "Fiscal 1998 was a very important year for Precept Business Services, Inc.," commented Neely. "Not only were we able to report an increase in net income during a very difficult year in the printed business products industry, but we completed a number of significant acquisitions and became a publicly traded company through our acquisition of U. S. Transportation Systems." During the last quarter of FY 1998, the Company announced the acquisitions of Infographix and MBF Corporation, two business products distribution companies based in Boston, Massachusetts and Monroe, Louisiana, respectively. Since the end of its 1998 fiscal year, the Company has acquired two additional business products distribution businesses in Salt Lake City, Utah and Houston, Texas. "Our annualized revenue 'run rate' now exceeds $130 million, and we believe that Precept is ideally positioned to move forward aggressively to consolidate the highly fragmented graphics and corporate transportation industries," continued Neely. "Our objectives in Fiscal 1999 are focused upon improving operating margins and realizing important economies from the acquisitions completed during the past year, while continuing to make strategic acquisitions on a selective basis." Page 2 of 6 Precept Business Services, Inc. is the nation's largest nationwide independent distributor of printed business products and document management services. The Company also provides corporate transportation services in Texas, New York, Ohio and Michigan. Recent acquisitions have diversified the Company's revenue base and positioned Precept as a consolidator within the $20 billion business products and document management services industry, and the $4 billion corporate transportation industry. The Company is headquartered in Dallas, Texas and its common stock is traded on NASDAQ under the symbol "PBSIA". THIS PRESS RELEASE INCLUDE STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING" STATEMENTS, USUALLY CONTAINING THE WORDS "BELIEVE", "ESTIMATE", "PROJECT", "EXPECT" OR SIMILAR EXPRESSIONS. THESE STATEMENTS ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INHERENTLY INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS. FACTORS THAT WOULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, CONTINUED ACCEPTANCE OF THE COMPANY'S PRODUCTS IN THE MARKETPLACE, COMPETITIVE FACTORS, DEPENDENCE UPON THIRD-PARTY VENDORS, AND OTHER RISKS DETAILED IN THE COMPANY'S PERIODIC REPORT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. BY MAKING THESE FORWARD-LOOKING STATEMENTS, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE STATEMENTS FOR REVISIONS OR CHANGES AFTER THE DATE OF THIS RELEASE. FOR FURTHER INFORMATION, PLEASE CONTACT: BILL SOLOMON, CFO AT (214)-754-6620 R. JERRY FALKNER, CFA, INVESTOR RELATIONS COUNSEL AT (800) 377-9893 (FINANCIAL HIGHLIGHTS FOLLOW) Page 3 of 6 PRECEPT BUSINESS SERVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATING RESULTS QUARTER ENDED JUNE 30, 1998 AND 1997 (Unaudited)
1998 1997 ----------- ----------- Revenue: Business products $29,609,538 $26,702,946 Transportation and other 3,919,871 1,695,584 ----------- ----------- 33,529,409 28,398,530 ----------- ----------- Costs and expenses: Cost of goods sold 23,933,268 21,144,189 Selling, general and administrative 7,671,384 6,312,423 Depreciation and amortization 547,655 491,947 ----------- ----------- 32,152,307 27,948,559 ----------- ----------- Operating income 1,377,102 449,971 Interest and other expense (income) 389,087 190,779 ----------- ----------- Income from continuing operations 988,015 259,192 Provision for income taxes 395,206 121,482 ----------- ----------- Net income from continuing operations 592,809 137,710 Loss from discontinued operations and disposal of discontinued operations (33,023) (497,971) ----------- ----------- Net income (loss) $ 559,786 $ (360,261) ----------- ----------- ----------- ----------- Basic income per share data: Income from continuing operations $ 0.01 $ -- Loss from discontinued operations -- (0.01) ----------- ----------- Basic income (loss) per common share $ 0.01 $ (0.01) ----------- ----------- ----------- ----------- Weighted average common shares outstanding 52,235,880 42,623,332 ----------- ----------- ----------- ----------- Diluted income per share data: Income from continuing operations $ 0.01 $ -- Loss from discontinued operations -- (0.01) ----------- ----------- Basic income (loss) per common share $ 0.01 $ (0.01) ----------- ----------- ----------- ----------- Weighted average common shares outstanding 53,045,559 42,623,332 ----------- ----------- ----------- ----------- EBITDA $ 2,006,538 $ 443,947 ----------- ----------- ----------- -----------
Page 4 of 6 PRECEPT BUSINESS SERVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATING RESULTS FISCAL YEARS ENDED JUNE 30, 1998 AND 1997 (Unaudited)
1998 1997 ------------ ------------ Revenue: Business products $113,536,213 $109,396,670 Transportation and other 9,455,575 6,565,838 ------------ ------------ 122,991,788 115,962,508 ------------ ------------ Costs and expenses: Cost of goods sold 85,281,274 79,729,325 Selling, general and administrative 31,959,950 31,843,921 Depreciation and amortization 1,837,109 1,787,624 ------------ ------------ 119,078,333 113,360,870 ------------ ------------ Operating income 3,913,455 2,601,638 Interest and other expense (income) 1,937,098 617,750 ------------ ------------ Income from continuing operations 1,976,357 1,983,889 Provision for income taxes 790,543 828,099 ------------ ------------ Net income from continuing operations 1,185,814 1,155,790 Loss from discontinued operations and disposal of discontinued operations (467,393) (3,839,082) ------------ ------------ Net income (loss) $ 718,421 $ (2,683,292) ------------ ------------ ------------ ------------ Basic income per share data: Income from continuing operations $ 0.03 $ 0.03 Loss from discontinued operations (0.01) (0.09) ------------ ------------ Basic income (loss) per common share $ 0.02 $ (0.06) ------------ ------------ ------------ ------------ Weighted average common shares outstanding 45,362,272 42,623,332 ------------ ------------ ------------ ------------ Diluted income per share data: Income from continuing operations $ 0.03 $ 0.03 Loss from discontinued operations (0.01) (0.09) ------------ ------------ Basic income (loss) per common share $ 0.02 $ (0.06) ------------ ------------ ------------ ------------ Weighted average common shares outstanding 46,190,596 42,623,332 ------------ ------------ ------------ ------------ EBITDA $ 5,301,548 $ 554,391 ------------ ------------ ------------ ------------
Page 5 of 6 PRECEPT BUSINESS SERVICES, INC CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1998 AND 1997 (Unaudited)
1998 1997 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 2,291,303 $ 2,432,202 Trade accounts receivable 16,782,141 14,190,979 Inventories 5,133,484 3,225,470 Prepaid expenses and other current assets 2,839,632 3,353,418 Net assets of discontinued operations 1,115,125 3,560,246 ----------- ----------- Total current assets 28,161,685 26,762,315 Property, plant and equipment, net 6,345,317 3,475,389 Goodwill and other intangible assets, net 19,732,593 5,039,906 Other assets 3,663,488 2,013,936 ----------- ----------- Total assets $57,903,083 $37,291,546 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,603,316 $ 5,964,754 Accrued liabilities 7,791,066 4,922,140 Notes payable and current portion of long-term debt 1,421,477 2,477,450 ----------- ----------- Total current liabilities 15,815,860 13,364,344 Long-term debt 20,084,756 7,820,773 Shareholders' equity: Common stock 522,357 491,145 Paid in capital 21,703,022 17,377,653 Accumulated deficit (31,641) (750,062) Treasury stock (191,271) (191,271) Shareholder notes receivable -- (821,036) ----------- ----------- Total shareholders' equity 22,002,467 16,106,428 ----------- ----------- Total liabilities and shareholders' equity $57,903,083 $37,291,546 ----------- ----------- ----------- -----------
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