-----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, PWKg/9rEPLtXAL+41caEpqlFx+ye0rYCWKXYzCdiyTU0Ak2fdbv/U9+qEhM6JAW8 WCmHfDSBOzSg8kV0NF3DZA== 0001144204-04-011823.txt : 20040813 0001144204-04-011823.hdr.sgml : 20040813 20040813143236 ACCESSION NUMBER: 0001144204-04-011823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040813 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 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: 04973558 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 v05649_8k.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) August 13, 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.) One Rockefeller Plaza, 14th 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 August 13, 2004 Item 12. Results of Operations and Financial Condition. On August 13, 2004, PubliCARD, Inc. announced its results of operations for the three and six months ended June 30, 2004. 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: August 13, 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 August 13, 2004 announcing the results of operations for the three and six months ended June 30, 2004 EX-99.1 2 v05649_ex99-1.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 SECOND QUARTER RESULTS NEW YORK - AUGUST 13, 2004 - PubliCARD, Inc. (OTC BB: CARD.OB) reported its financial results for the three and six months ended June 30, 2004. Sales for the second quarter of 2004 declined to $1,028,000, compared to $1,193,000 a year ago. The decrease in revenues was mainly attributable to a $215,000 decline in sales to distribution partners located in the United States. The Company reported a net loss for the quarter ended June 30, 2004 of $783,000, or $0.03 per share, compared with a net loss of $929,000, or $0.04 per share, a year ago. As of June 30, 2004, cash and short-term investments totaled $2,794,000. For the six months ended June 30, 2004, sales were $1,856,000 compared to $2,606,000 a year ago. As a result of several customer implementation and procurement delays, direct sales in the United Kingdom declined by over $300,000 versus the prior year. Also, sales to distribution partners located in the U.S. declined by $383,000 in 2004 as compared to 2003. The 2003 U.S. figures benefited from the final sales associated with a magnetic stripe product that was discontinued in 2003. The Company reported a net loss of $1,286,000, or $.05 per share for the six months ended June 30, 2004 versus net income of $71,000 in 2003. The 2004 and 2003 results include gains of $477,000 and $1,707,000, respectively, relating to settlements with various historical insurers that resolve certain claims (including certain future claims) under policies of insurance issued to the Company by those insurers. 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 and resolving an underfunded pension situation, 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, 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, 2003, and quarterly reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, as filed with the SEC. (table to follow) PUBLICARD, INC. AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (in thousands, except share data) (unaudited)
Three Months Ended Six Months Ended June 30, June 30, ---------------------------- ---------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Revenues $ 1,028 $ 1,193 $ 1,856 $ 2,606 Cost of revenues 480 612 886 1,231 ------------ ------------ ------------ ------------ Gross margin 548 581 970 1,375 ------------ ------------ ------------ ------------ Operating expenses: General and administrative 609 687 1,272 1,391 Sales and marketing 406 523 825 1,005 Product development 171 156 349 245 Amortization of intangibles 10 10 20 20 ------------ ------------ ------------ ------------ 1,196 1,376 2,466 2,661 ------------ ------------ ------------ ------------ Loss from operations (648) (795) (1,496) (1,286) ------------ ------------ ------------ ------------ Other income (expenses): Interest income 6 4 12 7 Interest expense (6) (2) (10) (5) Cost of pensions - non-operating (130) (225) (264) (442) Gain on insurance recoveries -- -- 477 1,707 Other income (expenses), net (5) 89 (5) 90 ------------ ------------ ------------ ------------ (135) (134) 210 1,357 ------------ ------------ ------------ ------------ Net (loss) income $ (783) $ (929) $ (1,286) $ 71 ============ ============ ============ ============ Basic and diluted (loss) earnings per common share $ (.03) $ (.04) $ (.05) $ -- ============ ============ ============ ============ Weighted average common shares outstanding Basic 24,690,902 24,440,902 24,690,902 24,369,473 ============ ============ ============ ============ Diluted 24,690,902 26,103,402 24,690,902 26,103,402 ============ ============ ============ ============
See Note 1 below. PUBLICARD, INC. AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2004 AND DECEMBER 31, 2003 (in thousands, except share data) June 30, December 31, 2004 2003 --------- --------- (unaudited) ASSETS Current assets: Cash, including short-term investments of $2,606 and $3,501 in 2004 and 2003, respectively $ 2,794 $ 3,580 Trade receivables, less allowance for doubtful accounts of $89 and $115 in 2004 and 2003, respectively 1,031 1,133 Inventories 657 635 Prepaid insurance and other 461 440 --------- --------- Total current assets 4,943 5,788 --------- --------- Equipment and leasehold improvements, net 162 191 Goodwill and intangibles 802 822 Other assets 498 598 --------- --------- $ 6,405 $ 7,399 ========= ========= LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Trade accounts payable and overdraft $ 1,571 $ 1,569 Accrued liabilities 6,303 5,206 --------- --------- Total current liabilities 7,874 6,775 Other non-current liabilities 2,747 3,552 --------- --------- Total liabilities 10,621 10,327 --------- --------- Commitments and contingencies Shareholders' deficit: Class A Preferred Stock, Second Series, no par value: 1,000 shares authorized; 565 shares issued and outstanding as of June 30, 2004 and December 31, 2003 2,825 2,825 Common shares, $0.10 par value: 40,000,000 shares authorized; 24,690,902 shares issued and outstanding as of June 30, 2004 and December 31, 2003 2,469 2,469 Additional paid-in capital 108,119 108,119 Accumulated deficit (114,903) (113,617) Other comprehensive loss (2,726) (2,724) --------- --------- Total shareholders' deficit (4,216) (2,928) --------- --------- $ 6,405 $ 7,399 ========= ========= 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 $2.8 million at June 30, 2004. The Company also had a working capital deficit of $2.9 million and an accumulated deficit of $114.9 million at June 30, 2004. 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 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 is not likely to be able to meet its obligations, take advantage of future acquisition opportunities or further develop or enhance its product offering, any of which would have a material adverse effect on its business and results of operations and is likely to 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-----