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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 Quarter ended December 31, 2001 Commission File No.-14841
FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 22-2476703
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Franklin Plaza, Burlington, New Jersey 08016-4907
(Address of principal executive office)
Registrant's telephone number (609) 386-2500
Indicate by check mark whether 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 Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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COMMON STOCK OUTSTANDING AS OF
DECEMBER 31, 2001 - 7,947,882 SHARES
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FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31, March 31,
2001 2001
----------- ------------
(unaudited) (audited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 2,514 $ 2,835
Accounts receivable, less allowance for doubtful accounts of $1,055 and $1,161 14,945 12,094
Preferred stock subscriptions receivable - 3,500
Inventories 17,381 20,879
Income tax receivable 568 568
Prepaids and other assets 2,079 2,798
----------- --------
TOTAL CURRENT ASSETS 37,487 42,674
----------- --------
PROPERTY AND EQUIPMENT 7,236 7,651
----------- --------
OTHER ASSETS:
Deferred income tax asset 5,700 5,700
Trademark, less accumulated amortization of $2,041 and $1,749 13,507 13,798
Advance royalties and licenses 1,147 1,341
Software development costs 7,549 5,878
Other assets 2,491 2,986
----------- --------
TOTAL OTHER ASSETS 30,394 29,703
----------- --------
TOTAL ASSETS $ 75,117 $ 80,028
=========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 12,560 $ 13,647
Notes payable 2,000 2,000
Current portion of long-term liabilities - Other 387 156
----------- --------
TOTAL CURRENT LIABILITIES 14,947 15,803
----------- --------
LONG-TERM LIABILITIES
Notes payable - 8,329
Revolving credit facility 13,795 4,064
Other liabilities 1,799 1,554
----------- --------
TOTAL LONG-TERM LIABILITIES 15,594 13,947
----------- --------
SHAREHOLDERS' EQUITY:
Preferred stock, $2.50 par value, $1,000 liquidation value, authorized 10,000,000
shares, 3,767 issued and outstanding 3,745 -
Preferred stock subscribed - 3,500
Common stock, no par value, authorized 50,000,000 shares, issued
and outstanding, 7,947,882 and 7,952,882 shares 49,967 49,658
Retained earnings (deficit) (8,069) (1,352)
Foreign currency translation adjustment (1,067) (1,528)
----------- --------
TOTAL SHAREHOLDERS' EQUITY 44,576 50,278
----------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 75,117 $ 80,028
=========== ========
See notes to consolidated financial statements.
2
FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except for per share data)
(unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------ -----------------------
2001 2000 2001 2000
---------- --------- --------- ---------
SALES $ 23,284 $ 22,435 $ 58,007 $ 59,997
COST OF SALES 12,250 12,795 33,589 34,086
WRITE-DOWN ON EBOOKMAN INVENTORY - - 2,898 -
---------- --------- --------- ---------
TOTAL COST OF SALES 12,250 12,795 36,487 34,086
---------- --------- --------- ---------
GROSS MARGIN 11,034 9,640 21,520 25,911
---------- --------- --------- ---------
EXPENSES:
Sales and marketing 5,676 5,605 16,204 13,151
Research and development 1,181 798 3,194 2,791
General and administrative 2,107 2,271 6,659 7,042
---------- --------- --------- ---------
Total operating expenses 8,964 8,674 26,057 22,984
---------- --------- --------- ---------
OPERATING INCOME (LOSS) 2,070 966 (4,537) 2,927
Interest expense (493) (440) (1,308) (1,254)
Interest and investment income 52 16 (108) 158
Other, net (247) (18) (497) (666)
---------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES 1,382 524 (6,450) 1,165
INCOME TAX PROVISION (BENEFIT) - - - -
---------- --------- --------- ---------
NET INCOME (LOSS) 1,382 524 (6,450) 1,165
---------- --------- --------- ---------
PREFERRED STOCK DIVIDEND 179 - 267 -
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCK $ 1,203 $ 524 $ (6,717) $ 1,165
========== ========= ========= =========
NET INCOME (LOSS) PER COMMON SHARE:
Basic $ 0.15 $ 0.07 $ (0.85) $ 0.15
========== ========= ========= =========
Diluted $ 0.15 $ 0.06 $ (0.85) $ 0.14
========== ========= ========= =========
WEIGHTED AVERAGE COMMON SHARES:
Basic 7,948 7,941 7,949 7,924
========== ========= ========= =========
Diluted 7,948 8,282 7,949 8,265
========== ========= ========= =========
See notes to consolidated financial statements.
3
FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands, except for share data)
Accumulated
Other Total
Common Stock Preferred Stock Retained Compre- Share-
------------------ ----------------- Earnings hensive holders'
Shares Amount Shares Amount (Deficit) Income* Equity
--------- -------- -------- -------- ----------- ----------- ---------
BALANCE - MARCH 31, 2001 (audited) 7,952,882 $49,658 3,500 $3,500 $(1,352) $(1,528) $50,278
Issuance of shares and amortization of deferred
compensation expense for shares issued for services
(unearned portion $7) (5,000) 2 - - - - 2
Value of stock options granted - 307 307
Preferred stock dividend 267 267 (267) -
Costs incurred in issuance of preferred stock (22) (22)
Loss for the period - - - - (6,450) - (6,450)
Foreign currency translation adjustment - - - - - 461 461
--------- ------- ----- ------ ------- ------- -------
BALANCE - DECEMBER 31, 2001 (unaudited) 7,947,882 $49,967 3,767 $3,745 $(8,069) $(1,067) $44,576
========= ======= ===== ====== ======= ======= =======
* Comprehensive income, i.e., net income (loss), plus, or less, the change in
foreign currency balance sheet translation adjustments, totaled ($5,989) for the
nine months ended December 31, 2001.
See notes to consolidated financial statements
4
FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
December 31,
-----------------------------------------
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ (6,450) $ 1,165
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization 4,226 3,659
Provision for losses on accounts receivable 87 327
Loss (gain) on disposal of property and equipment (75) 4
Provisions for eBookMan inventory, assets and obligations 4,201 -
Stock issued for services 307 26
Source (use) of cash from change in operating assets and liabilities:
Accounts receivable (2,863) (6,205)
Inventories 600 (6,933)
Prepaids and other assets 58 (838)
Accounts payable and accrued expenses (1,497) 4,379
Other, net (10) 28
------------- ---------------
NET CASH USED IN OPERATING ACTIVITIES (1,416) (4,388)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (685) (740)
Proceeds from sale of property and equipment 255 -
Software development costs (3,666) (2,446)
Change in other assets (319) (334)
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NET CASH USED IN INVESTING ACTIVITIES (4,415) (3,520)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of Senior Notes (8,404) -
Proceeds from revolving credit facility 9,731 3,737
Proceeds from issuance of preferred shares 3,478 -
Proceeds from issuance of common shares - 244
Other liabilities 244 (67)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 5,049 3,914
EFFECT OF EXCHANGE RATE CHANGES ON CASH 461 (420)
------------- ---------------
DECREASE IN CASH AND CASH EQUIVALENTS (321) (4,414)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,835 6,899
------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,514 $ 2,485
============= ===============
See notes to consolidated financial statements.
5
FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Reference is made to the financial statements included in the Company's Annual
Report (Form 10-K) filed with the Securities and Exchange Commission for the
year ended March 31, 2001.
The financial statements for the periods ended December 31, 2001 and 2000 are
unaudited and include all adjustments necessary to a fair presentation of the
results of operations for the periods then ended. All such adjustments are of a
normal recurring nature. The results of the Company's operations for any
interim period are not necessarily indicative of the results of the Company's
operations for a full year.
EBOOKMAN PROVISIONS
In February 2001, the Company began shipment of its new eBookMan product that
had been in development for approximately one year. The consumer response to the
retail versions of eBookMan was well below our expectations, resulting in
substantially lower sales of eBookMan than were expected. As a result of the
lower than expected sales, during the quarter ended September 30, 2001 the
Company recorded provisions totaling $4,201 to reduce the carrying value of its
eBookMan inventory and certain related assets and provide for price protection
related to the eBookMan product.
As of December 31, 2001 the Company has eBookMan inventory and related assets
with a total carrying value of approximately $6,964. The Company believes it
will be able to recover this amount primarily through direct sales to
businesses, sales in vertical markets, and sales to certain overseas customers.
If this inventory is not sold, the Company may be required to take an additional
write-down of eBookMan assets, which would not have any impact on the Company's
cash position.
NOTES PAYABLE
In December 2001, the Company prepaid $8,404 of the outstanding principal amount
of its Senior Notes and received a waiver of non-compliance with certain
financial covenants. Funds for the prepayment came from the Company's Revolving
Credit Facility. The remaining $2,000 principal balance of the Senior Notes is
due on or before March 31, 2002.
6
FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
OPERATIONS
Under FAS No. 131 "Disclosure about Segments of an Enterprise and Related
Information", the Company's operations are treated as one operating segment as
it only reports profit and loss information on an aggregate basis to the chief
operating decision maker of the Company. Information about the Company's
product sales are as follows (in thousands):
Three Months Ended Nine Months Ended
-------------------------------------------------------------------------------------------
December 31, December 31,
-------------------------------------------------------------------------------------------
Product Sales 2001 2000 2001 2000
------------------------------------------------- -------------------------------------------------------------------
Reference $18,339 $17,098 $45,886 $48,935
Rolodex 4,423 5,272 10,521 10,847
eBookMan 522 - 1,600 -
Other - 65 - 215
------------------------------------------------- ------------------- ------------------ -------------------
Total Sales $23,284 $22,435 $58,007 $59,997
================================================= =================== ================== ===================
Approximate foreign sources of revenues including export sales were as follows
(in thousands):
Three Months Ended Nine Months Ended
-------------------------------------------------------------------------------------------
December 31, December 31,
-------------------------------------------------------------------------------------------
Product Sales 2001 2000 2001 2000
------------------------------------------------- -------------------------------------------------------------------
Europe $6,565 $6,138 $14,424 $16,192
Other International 2,336 3,196 5,281 5,534
For the three and nine month periods ended December 31, 2001 and 2000, no
customer accounted for more than 10% of the Company's revenues.
7
ISSUANCE OF PREFERRED STOCK
In April 2001, Dr. James H. Simons, the Company's Chairman of the Board, paid
$3.5 million for 3,500 shares of the Company's Series A 10% Convertible
Preferred Stock for which he had subscribed in March 2001. These shares are
entitled to a liquidation preference of one-thousand dollars per share. An
additional 267 shares have been issued through December 31, 2001 as dividends.
For additional information regarding the Preferred Stock issue, refer to the
financial statements included in the Company's Annual Report (Form 10-K) for the
year ended March 31, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets" ("SFAS 142). SFAS No. 142 changes
the accounting for goodwill from an amortization method to an impairment-only
approach. The provisions of this statement are required to be applied starting
with fiscal years beginning after December 15, 2001 and applied to all goodwill
and other intangible assets recognized in its financial statements at that date.
The Company expects to adopt this standard for its fiscal year commencing April
1, 2002 and is currently evaluating the impact of SFAS 142 on its financial
results.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior years' financial
statements to conform to the current year presentation. These reclassifications
had no effect on previously reported results of operations or retained earnings.
8
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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RESULTS OF OPERATIONS (in thousands)
Overview
The retail market for handheld eBook readers has not developed and grown as
anticipated, resulting in substantially lower sales of eBookMan than were
expected. Accordingly, the Company incurred, and reported in the second
quarter, losses from operations of eBookMan and a write-down of inventory and
certain retail marketing and promotion costs pertaining to eBookMan. As a
result, the Company incurred a net loss of $6,450 for the nine-month period
ended December 31, 2001. That loss is wholly attributable to eBookMan
operations and the inventory write down, aggregating $9,098.
As of December 31, 2001 the Company has eBookMan inventory and related assets
with a total carrying value of approximately $6,964. The Company believes it
will be able to recover this amount primarily through direct sales to
businesses, sales in vertical markets, and sales to certain overseas customers.
If this inventory is not sold, the Company may be required to take an additional
write-down of eBookMan assets, which would not have any impact on the Company's
cash position.
Three months ended December 31, 2001 compared with three months ended December
31, 2000:
A comparative summary of the results of operations of the Company's core
business (Reference and ROLODEX(R) Electronics products) and eBookMan product
line is shown below.
For the Quarter Ended For the Quarter Ended
December 31, 2001 December 31, 2000
----------------------------------------- ------------------------------------------
Core eBookMan Total Core eBookMan Total
---------------------------------------- -------------------------------------------
SALES $ 22,762 $ 522 $ 23,284 $ 22,435 $ - $ 22,435
COST OF SALES 11,833 417 12,250 12,795 - 12,795
--------- ------ -------- --------- -------- --------
GROSS MARGIN 10,929 105 11,034 9,640 - 9,640
OPERATING EXPENSES 8,052 912 8,964 7,286 1,388 8,674
--------- ------ -------- --------- -------- --------
OPERATING INCOME (LOSS) 2,877 (807) 2,070 2,354 (1,388) 966
INTEREST AND OTHER (688) (688) (442) - (442)
--------- ------ -------- --------- -------- --------
NET INCOME (LOSS) $ 2,189 $ (807) $ 1,382 $ 1,912 $ (1,388) $ 524
========= ====== ======== ========= ======== ========
Net Sales
Sales of $23,284 for the quarter ended December 31, 2001 were 4% higher than
sales of $22,435 last year as higher reference product sales of $1,241 and
eBookMan sales of $522 were partially offset by a decrease of $849 in sales of
ROLODEX(R) Electronics products.
Gross Margin
Gross Margin was $11,034 or 47% of sales in the current period compared with
$9,640 or 43% of sales last year. The increase in gross margin percentage
resulted primarily from a more favorable sales mix, with higher margin reference
products comprising 81% of core business sales in the current quarter compared
with 76% last year.
Operating Expenses
9
Total operating expenses increased to $8,964 compared with $8,674 in the prior
period. Sales and marketing expenses increased by $71 to $5,676 from $5,605
primarily because of increased customer advertising allowances of $566 relating
to the Company's core products, largely offset by a decrease of $431 in
marketing expenses relating to eBookMan. Research and development expense
increased by $383 to $1,181 from $798 in the prior period primarily because all
costs relating to eBookMan have been expensed in the current quarter while $652
of costs for eBookMan software development were capitalized last year. General
and administrative expenses were reduced to $2,107 from $2,271 in the prior
period mainly due to a lower provision for bad debts of $103.
Other Income/Expense
Interest and other increased to $688 in the current year form $442 in the prior
year as interest expense increased by $53 due to higher average debt levels,
currency transaction losses net of investment income were up by $101 and other,
net in the current year includes a write-off of $92 of deferred financing
expense relating to the prepayment of $8,404 of the Company's Senior Notes.
Net Income (Loss)
Net income for the current quarter was $1,382 compared with net income of $524
last year. The Company's core Reference and ROLODEX(R) Electronics products
business had net income of $2,189 for the current period compared with $1,912
last year while eBookMan losses were $807 in the current year compared with a
loss of $1,388 last year.
Nine months ended December 31, 2001, compared with nine months ended December
31, 2000:
A comparative summary of operations for the Company's core business (Reference
and ROLODEX(R) Electronics products) and eBookMan product lines is shown below.
Nine Months Ended Nine Months Ended
December 31, 2001 December 31, 2000
-------------------------------------------- ------------------------------------------------
Core eBookMan Total Core eBookMan Total
SALES $ 56,407 $ 1,600* $ 58,007 $ 59,997 $ - $ 59,997
COST OF SALES 31,263 2,326 33,589 34,086 - 34,086
PROVISION FOR LOSS ON
EBOOKMAN INVENTORY - 2,898 2,898 -
----------- ------------ ------------ ------------ ------------ ---------------
TOTAL COST OF SALES 31,263 5,224 36,487 34,086 - 34,086
----------- ------------ ------------ ------------ ------------ ---------------
GROSS MARGIN 25,144 (3,624) 21,520 25,911 - 25,911
OPERATING EXPENSES 21,298 4,759 26,057 20,309 2,675 22,984
----------- ------------ ------------ ------------ ------------ ---------------
OPERATING INCOME (LOSS) 3,846 (8,383) (4,537) 5,602 (2,675) 2,927
INTEREST AND OTHER (1,198) (715) (1,913) (1,762) - (1,762)
----------- ------------ ------------ ------------ ------------ ---------------
NET INCOME (LOSS) $ 2,648 $ (9,098) $ (6,450) $ 3,840 $ (2,675) $ 1,165
=========== ============ ============ ============ ============ ===============
*After provisions for returns and price protection of $2,250.
10
Net Sales
Sales of $58,007 for the nine-month period ended December 31, 2001 were $1,990
or 3% lower than sales of $59,997 in the prior period. The primary reasons for
the decline were a reduction $2,242 in European sales of reference products,
caused by the weakening European economy and currencies, a decline of $650 in
sales of reference products in the United States Medical and OEM divisions and a
decline in licensing revenue of $396. These declines were partially offset by
eBookMan sales of $1,600.
Gross Margin
Gross margin in the current period was $21,520 or 37% of sales compared with
$25,911 or 43% of sales in the prior period. The current period includes the
negative effects of accrued price protection and inventory write-downs related
to the eBookMan product line totaling $3,614 or 6%. Gross margin on the
Company's core Reference and ROLODEX(R) Electronics product lines was $25,144 or
45% for the nine months ended December 31, 2001 compared with $25,911 or 43% in
the same period last year.
Operating Expenses
Total operating expenses increased to $26,057 from $22,984 in the prior period.
The increase is attributable to higher sales and marketing expenses of $3,053
caused by an increase of $1,993 in eBookMan operations and $1,060 in the core
business. The eBookMan increase consists primarily of advertising and promotion
expenses of $1,505 while the core business increase is attributable to increased
personnel expenses of $205 and increased customer advertising allowances of
$768. Research and development expense increased to $3,194 compared with $2,791
in the prior period as lower expenses in the current year of $791 were offset
primarily by a reduction of $1,095 in the amount of expense for eBookMan
development which was capitalized. General and administrative expense was
reduced to $6,659 in the current period from $7,042 in the prior period
primarily because of a lower provision for bad debts of $308 and lower
depreciation and amortization of $165.
Other Income/Expense
Interest and other increased to $1,913 in the current year form $1,762 in the
prior year as interest expense increased by $54 due to higher average debt
levels, and a write-off in the current period of $92 of deferred financing
expense relating to the prepayment of $8,404 of the Company's Senior Notes.
Net Income (Loss)
There was a net loss of $6,450 in the current period compared with net income of
$1,165 in the prior period. The current year's loss is wholly attributable to
eBookMan operations and inventory write down aggregating $9,098. The Company's
core Reference and ROLODEX(R) Electronics products business net income in the
current period decreased by $1,192 to $2,648 from $3,840. The reduction in core
business net income results from lower sales of $3,590 and higher operating
expenses of $989 partially offset by lower interest expense and a higher gross
margin percentage.
Changes In Financial Condition - December 31, 2001 compared with March 31, 2001
Inventories decreased to $17,381 from $20,879 at March 31 as the amount of core
business inventory decreased to $12,481 from $12,550 while the carrying value of
eBookMan inventory decreased to $4,900 from $8,329 at March 31, 2001. Accounts
receivable increased to a seasonally higher level of $14,945 from $12,094 at
March 31, 2001. Prepaid expenses decreased to $2,079 at December 31, 2001 from
$2,798 at March 31, 2001 primarily due to the write-off of $587 of prepaid trade
show and other expenses related to eBookMan.
Other assets increased from $29,703 to $30,394 as capitalized software
development costs of $2,557 relating to the Company's new enterprise resource
system were partially offset by net amortization of prior product development
costs and licenses. Accounts payable and accrued expenses decreased to $12,560
from $13,647.
11
In December 2001, the Company prepaid $8,404, of the outstanding principal
amount of its Senior Notes and received a waiver of non-compliance with certain
financial covenants. Funds for the prepayment came from the Company's Revolving
Credit Facility. The remaining $2,000 principal balance of the Senior Notes is
due on or before March 31, 2002.
In April 2001, the Company received $3,500 in payment for the Convertible
Preferred Stock that had been subscribed for in March 2001.
Liquidity and Capital Resources
The Company has a $25,000 secured Revolving Credit Facility with a commercial
lender. In January 2002 the Company amended its agreement with the lender to
extend this Credit Facility until December 7, 2004. As of December 31, 2001,
the Company had outstanding borrowings of $13,795 under this facility and had a
balance of $2,000 outstanding under its Senior Notes. The $2,000 balance of the
Senior Notes is due on or before March 31, 2002.
Management believes that cash flow from operations and the secured Revolving
Credit Facility will be adequate to provide for the Company's liquidity and
capital needs for the foreseeable future. The Company has no material
commitments for capital expenditures in the next twenty-four months.
PART II.
ITEM 3. DEFAULT UPON SENIOR SECURITIES - The Company prepaid $8,404 of the
outstanding principal amount of its Senior Notes in December 2001 and
received a waiver of non-compliance with certain financial covenants in
connection with the Senior Notes. The Company has agreed to pay the
remaining $2,000 principal balance of the Senior Notes on or before
March 31, 2002.
ITEM 5. OTHER INFORMATION - ROLODEX(R) is a registered trademark of Berol
Corporation, a subsidiary of Newel Rubbermaid Inc. Rocket eBook is a
trademark of NuvoMedia Inc.
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.
FRANKLIN ELECTRONIC PUBLISHERS,
INCORPORATED
Registrant
February 14, 2002 /s/ Barry J. Lipsky
----------------- -----------------------------------------------
Date Barry J. Lipsky
President and Chief Executive Officer
(Duly Authorized Officer)
February 14, 2002 /s/ Arnold D. Levitt
----------------- -----------------------------------------------
Date Arnold D. Levitt
Senior Vice President
Principal Financial and Accounting Officer
(Duly Authorized Officer)
12