-----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, AHqDMciSFZx/WrleDJEuXJ1S/nymdsGLjA+2tk0obYfCO+dlyDQTDz3ZiyWxd3i0 0JegsuT2vcSEaSjjuzmFqA== 0001144204-05-015754.txt : 20050516 0001144204-05-015754.hdr.sgml : 20050516 20050516161326 ACCESSION NUMBER: 0001144204-05-015754 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 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: 05834575 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 v017914_8-k.htm
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) May 16, 2005
 
PubliCARD, Inc.

(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania
 
0-29794
 
23-0991870
(State or Other Jurisdiction
 
(Commission File Number)
 
(I.R.S. Employer
of Incorporation)
 
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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


Item 2.02 Results of Operations and Financial Condition

On May 16, 2005, PubliCARD, Inc. announced its results of operations for the three months ended March 31, 2005. 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.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Exhibits

99.1 Press release dated May 16, 2005 announcing the results of operations for the three months ended March 31, 2005
     
 
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.
(Registrant)
 
 
 
 
 
 
Date: May 16, 2005 By:   /s/ Antonio L. DeLise
 
 
Antonio L. DeLise, President, Chief Executive Officer,
Chief Financial Officer
 

 


EXHIBIT INDEX
 
Exhibit
Number
Description
   
99.1 Press release dated May 16, 2005 announcing the results of operations for the three months ended March 31, 2005



EX-99.1 2 v017914_ex99-1.htm
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 FIRST QUARTER RESULTS

NEW YORK - - MAY 16, 2005 - PubliCARD, Inc. (OTC BB: CARD.OB) reported its financial results for the three months ended March 31, 2005.
 
Revenues for the first quarter of 2005 decreased to $751,000, compared to $828,000 in 2004. Foreign currency changes had the effect of increasing revenues by 3%. Excluding the impact of foreign currency changes, revenues in 2005 decreased by 12% driven by a decline in direct sales to customers located in the United Kingdom as well as a decline in shipments to non-U.S. distribution partners. The Company reported a net loss for the quarter ended March 31, 2005 of $719,000, or $0.03 per share, compared with a net loss of $503,000, or $0.02 per share, a year ago. The 2004 results include a gain of $477,000 relating to an agreement to assign to a third party certain insurance claims against a group of historic insurers. The claims involved several historic general liability policies of insurance issued to the Company. As of March 31, 2005, cash and short-term investments totaled $1,527,000.
 
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, 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, 2004, and quarterly report on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission.

(table to follow)



PUBLICARD, INC.
AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
MARCH 31, 2005 AND DECEMBER 31, 2004
(in thousands, except share data) 

   
March 31,
 2005
 
December 31,
  2004
 
   
(unaudited)
     
ASSETS
         
           
Current assets:
         
Cash, including short-term investments of $1,444 and $1,837 in 2005 and 2004, respectively
 
$
1,527
 
$
1,943
 
Trade receivables, less allowance for doubtful accounts of $47 and $48 in 2005 and 2004, respectively
   
605
   
827
 
Inventories
   
531
   
558
 
Prepaid insurance and other
   
406
   
440
 
Total current assets
   
3,069
   
3,768
 
               
Equipment and leasehold improvements, net
   
105
   
127
 
Goodwill and intangibles
   
782
   
782
 
Other assets
   
346
   
396
 
   
$
4,302
 
$
5,073
 
               
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
             
               
Current liabilities:
             
Trade accounts payable and overdraft
 
$
1,280
 
$
1,358
 
Accrued liabilities
   
1,042
   
1,005
 
Total current liabilities
   
2,322
   
2,363
 
               
Note payable
   
7,501
   
7,501
 
Other non-current liabilities
   
346
   
368
 
               
Total liabilities
   
10,169
   
10,232
 
               
Commitments and contingencies
             
               
Shareholders’ deficiency:
             
Class A Preferred Stock, Second Series, no par value: 1,000 shares authorized; 565 shares issued and outstanding as of March 31, 2005 and December 31, 2004
   
2,825
   
2,825
 
Common shares, $0.10 par value: 40,000,000 shares authorized; 24,690,902 shares issued and outstanding as of March 31, 2005 and December 31, 2004
   
2,469
   
2,469
 
Additional paid-in capital
   
108,119
   
108,119
 
Accumulated deficit
   
(119,195
)
 
(118,476
)
Other comprehensive loss
   
(85
)
 
(96
)
Total shareholders’ deficiency
   
(5,867
)
 
(5,159
)
   
$
4,302
 
$
5,073
 
               
               
See Note 1 below.





PUBLICARD, INC.
AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(in thousands, except share data)
(unaudited)

   
 2005
 
 2004
 
           
Revenues
 
$
751
 
$
828
 
               
Cost of sales
   
368
   
406
 
Gross margin
   
383
   
422
 
               
Operating expenses:
             
General and administrative
   
531
   
663
 
Sales and marketing
   
397
   
419
 
Product development
   
176
   
178
 
Amortization of intangibles
   
--
   
10
 
     
1,104
   
1,270
 
Loss from operations
   
(721
)
 
(848
)
               
Other income (expenses):
             
Interest income
   
7
   
6
 
Interest expense
   
(5
)
 
(4
)
Cost of pensions - non-operating
   
--
   
(134
)
Gain on insurance recoveries
   
--
   
477
 
     
2
   
345
 
               
Net loss
 
$
(719
)
$
(503
)
               
               
Basic and diluted loss per common share
 
$
(.03
)
$
(.02
)
Weighted average shares outstanding:
             
Basic
   
24,690,902
   
24,690,902
 
Diluted
   
24,690,902
   
24,690,902
 
               
               
See Note 1 below.




Note 1--Liquidity and Going Concern Considerations

The 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 $1.5 million at March 31, 2005. The Company also had a shareholders’ deficiency of $5.9 million at March 31, 2005.

The Company sponsored a defined benefit pension plan (the “Plan”) that was frozen in 1993. In January 2003, the Company filed a notice with the Pension Benefit Guaranty Corporation (the “PBGC”) seeking a “distress termination” of the Plan. In September 2004, the PBGC proceeded to terminate the Plan and was appointed as the Plan’s trustee. As a result of the Plan termination, the Company’s 2003 and 2004 funding requirements due to the Plan amounting to $3.4 million through September 15, 2004 were eliminated. As such, 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, 2005. However, additional capital will be necessary in order to operate beyond December 31, 2005 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 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’ reports on the Company’s Consolidated Financial Statements for the years ended December 31, 2004, 2003 and 2002 contained emphasis paragraphs concerning substantial doubt about the Company’s ability to continue as a going concern.


# # #


-----END PRIVACY-ENHANCED MESSAGE-----