-----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, QILld+iSnaohARI4wm+7yp1ASY/hTiKgIPRBunrOIu+Q7uJPWol0V8HFxaMhDu8y Dl3V1oAdR/UGfiv0Uky+4A== 0001144204-04-003596.txt : 20040326 0001144204-04-003596.hdr.sgml : 20040326 20040326161814 ACCESSION NUMBER: 0001144204-04-003596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040326 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLICARD INC CENTRAL INDEX KEY: 0000081050 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 230991870 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03315 FILM NUMBER: 04693195 BUSINESS ADDRESS: STREET 1: 620 FIFTH AVENUE ROCKEFELLER CENTER STREET 2: 7TH FLOORR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126513102 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE ROCKEFELLER CENTER STREET 2: FIFTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: PUBLICKER INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 v02244.txt UNITED STATES 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) March 26, 2004 -------------- PubliCARD, Inc. ---------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Pennsylvania -------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-29794 23-0991870 ---------------------- ---------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 620 Fifth Avenue, 7th Floor, New York, NY 10020 - ---------------------------------------- -------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 651-3102 -------------- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits 99.1 Press release dated March 26, 2004 Item 12. Results of Operations and Financial Condition. On March 26, 2004, PubliCARD, Inc. announced its results of operations for the three and twelve months ended December 31, 2003. A copy of the press release announcing the results of operations is filed as Exhibit 99.1. The information in this report, including the exhibit, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section. Furthermore, the information in this report, including the exhibit, shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing. 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 hereunto duly authorized. PubliCARD, Inc. Date: March 26, 2004 /s/ Antonio L. DeLise ----------------------------------------------- Antonio L. DeLise, President, Chief Executive Officer, Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated March 26, 2004 announcing the results of operations for the three and twelve months ended December 31, 2003 EX-99.1 3 v02244_ex991.txt Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Antonio L. DeLise President, Chief Executive Officer & Chief Financial Officer PubliCARD, Inc. (212) 651-3120 PubliCARD, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2003 RESULTS NEW YORK - March 26, 2004 - PubliCARD, Inc. (OTC BB: CARD.OB) reported its financial results for the fourth quarter and year ended December 31, 2003. Sales for the fourth quarter of 2003 declined to $758,000, compared to $1,092,000 a year ago. The Company experienced substantially reduced volume through its United States distribution partners as well as a decline in direct sales in the United Kingdom. The Company reported a net loss for the quarter ended December 31, 2003 of $915,000, or $0.04 per share, compared with a net loss of $2,354,000, or $0.10 per share, a year ago. The 2003 results include a gain of $2,885,000 relating to an insurance settlement and a charge of $3,000,000 to write-down the investment in a minority-owned company. The fourth quarter 2002 results include a charge of $1,365,000 to recognize the impairment of goodwill and certain intangibles associated with the Company's remaining smart card solutions business. As of December 31, 2003, cash and short-term investments totaled $3,580,000. For the year ended December 31, 2003, sales increased to $4,781,000 compared to $4,605,000 a year ago driven by a 6% increase from foreign currency changes. Excluding the impact of foreign currency changes, sales in 2003 decreased by 2%. The Company reported a net loss from continuing operations of $1,593,000, or $.07 per share, for 2003 versus a net loss of $8,259,000, or $.34 per share, in 2002. In addition to the minority-owned investment charge, the 2003 results include a total gain of $4,590,000 relating to three separate settlements with various historical insurers that resolve certain claims (including certain future claims) under policies of insurance issued to the Company by those insurers. The 2002 results include the goodwill and intangible impairment loss referenced above and a charge of $2,068,000 to write-down a minority investment. In February 2004, the Company entered into a binding agreement to assign to a third party certain insurance claims against a group of historic insurers. The claims involve several historic general liability policies of insurance issued to the Company. After allowance for associated expenses and offsetting adjustments, the Company expects to receive net proceeds of approximately $475,000 by mid-April 2004. About PubliCARD, Inc. Headquartered in New York, NY, PubliCARD, through its Infineer Ltd. subsidiary, designs smart card solutions for educational and corporate sites. The Company's future plans revolve around a potential acquisition strategy that would focus on businesses in areas outside the high technology sector while continuing to support the expansion of the Infineer business. However, the Company will not be able to implement such plans unless it is successful in obtaining additional funding, as to which no assurance can be given. More information about PubliCARD can be found on its web site www.publicard.com. Special Note Regarding Forward-Looking Statements: Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements. Such factors include general economic and business conditions, the ability to fund operations and need to raise capital, the ability to identify and consummate acquisitions and strategic alliances, business and product development, time to market, the loss of market share, ability to attract and retain employees, development of competitive products by others, ability to protect our intellectual property, impact of pending litigation, continued listing and liquidity of our common shares, market makers choosing not to make a market for our common shares on the OTC Bulletin Board and other factors over which PubliCARD has no control. For more information on the potential factors which could affect financial results, refer to the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2002, as amended, and quarterly reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, as filed with the SEC. (table to follow)
PUBLICARD, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002 (in thousands, except share data) Three Months Ended Twelve Months Ended December 31, December 31, ---------------------------- ---------------------------- (unaudited) 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Net sales $ 758 $ 1,092 $ 4,781 $ 4,605 Cost of sales 440 651 2,316 2,455 ------------ ------------ ------------ ------------ Gross margin 318 441 2,465 2,150 ------------ ------------ ------------ ------------ Operating expenses: General and administrative 641 730 2,708 3,235 Sales and marketing 424 511 1,844 1,877 Product development 170 213 584 605 Amortization of goodwill and intangibles 10 144 40 576 Impairment of goodwill and intangibles -- 1,365 -- 1,365 ------------ ------------ ------------ ------------ 1,245 2,963 5,176 7,658 ------------ ------------ ------------ ------------ Loss from operations (927) (2,522) (2,711) (5,508) ------------ ------------ ------------ ------------ Other income (expenses): Interest income 5 2 15 71 Interest expense (4) -- (12) (39) Cost of pensions - nonoperating (206) (146) (903) (795) Write-down of minority investment (3,000) -- (3,000) (2,068) Gain on insurance recoveries 2,885 -- 4,590 -- Other income 332 312 428 80 ------------ ------------ ------------ ------------ 12 168 1,118 (2,751) ------------ ------------ ------------ ------------ Net loss from continuing operations (915) (2,354) (1,593) (8,259) Discontinued operations -- -- -- 1,066 ------------ ------------ ------------ ------------ Net loss $ (915) $ (2,354) $ (1,593) $ (7,193) ============ ============ ============ ============ Basic and diluted earnings (loss) per common share: Continuing operations $ (.04) $ (.10) $ (.07) $ (.34) Discontinued operations -- -- -- .04 ------------ ------------ ------------ ------------ $ (.04) $ (.10) $ (.07) $ (.30) ============ ============ ============ ============ Weighted average common shares outstanding 24,597,152 24,190,902 24,469,748 24,179,364 ============ ============ ============ ============
See Note 1 below.
PUBLICARD, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2003 AND 2002 2003 2002 ---- ----- (in thousands, except share data) ASSETS Current assets: Cash, including short-term investments of $3,501 and $1,138 in 2003 and 2002, respectively $ 3,580 $ 1,290 Trade receivables, less allowance for doubtful accounts of $115 and $103 in 2003 and 2002, respectively 1,133 853 Inventories 635 885 Prepaid insurance and other 440 375 ---------- --------- Total current assets 5,788 3,403 Equipment and leasehold improvements, net 191 379 Goodwill and intangibles 822 862 Other assets 598 3,295 ---------- --------- $ 7,399 $ 7,939 ========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Trade accounts payable and overdraft $ 1,569 $ 1,269 Accrued liabilities 5,206 2,682 ---------- --------- Total current liabilities 6,775 3,951 Other non-current liabilities 3,552 4,990 ---------- --------- Total liabilities 10,327 8,941 ---------- --------- Commitments and contingencies Shareholders' equity (deficit): Class A Preferred Stock, Second Series, no par value: 1,000 shares authorized; 565 and 765 issued and outstanding as of December 31, 2003 and 2002, respectively 2,825 3,825 Common shares, $0.10 par value: 40,000,000 shares authorized; 24,690,902 and 24,190,902 shares issued and outstanding as of December 31, 2003 and 2002, respectively 2,469 2,419 Additional paid-in capital 108,119 107,169 Accumulated deficit (113,617) (112,024) Other comprehensive loss (2,724) (2,391) ---------- --------- Total shareholders' equity (deficit) (2,928) (1,002) ---------- --------- $ 7,399 $ 7,939 ========== =========
See Note 1 below. Note 1--Liquidity and Going Concern Considerations The condensed consolidated statements of operations and balance sheets presented above contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses, a substantial decline in working capital and negative cash flow from operations for a number of years. The Company has also experienced a substantial reduction in its cash and short term investments, which declined from $17.0 million at December 31, 2000 to $3.6 million at December 31, 2003. The Company also had a working capital deficit of $1.0 million and an accumulated deficit of $113.6 million at December 31, 2003. If the distress termination of the Company's defined benefit pension plan for which the Company has applied is completed, for which no assurance can be given, the Company's 2003 and 2004 funding requirements to the plan could be eliminated, in which case management believes that existing cash and short term investments may be sufficient to meet the Company's operating and capital requirements at the currently anticipated levels through December 31, 2004. However, additional capital will be necessary in order to operate beyond December 2004 and to fund the current business plan and other obligations. While the Company is actively considering various funding alternatives, the Company has not secured or entered into any arrangements to obtain additional funds. There can be no assurance that the Company will eliminate the 2003 or 2004 funding requirements for the defined benefit pension plan or be able to obtain additional funding on acceptable terms or at all. If the Company cannot raise additional capital to continue its present level of operations it may not be able to meet its obligations, take advantage of future acquisition opportunities or further develop or enhance its product offering, any of which could have a material adverse effect on its business and results of operations and could lead the Company to seek bankruptcy protection. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The independent auditors' report on the Company's Consolidated Financial Statements for the year ended December 31, 2003 contained an emphasis paragraph concerning substantial doubt about the Company's ability to continue as a going concern. -----END PRIVACY-ENHANCED MESSAGE-----