Printronix (PTNX) 10-Q 2005 Q3 Quarterly report

Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 24, 2004
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transaction period from _________ to __________

Commission file number 0-9321

PRINTRONIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-2903992
(state or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
14600 Myford Road
P.O. Box 19559, Irvine, California	92623
(Address of principal executive offices)	(Zip Code)

(714) 368-2300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the 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, and (2) has been subject to such filing requirements for the past 90 days.

YESþ NOo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of the Exchange Act).

YESo NOþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of Common Stock	Outstanding at January 21, 2005
$0.01 par value	6,398,073

PRINTRONIX, INC.

INDEX TO FORM 10-Q

			PAGE
PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets as of December 24, 2004 and March 26, 2004		3
		Consolidated Statements of Operations for the Three and Nine Months Ended December 24, 2004 and December 26, 2003		5
		Consolidated Statements of Cash Flows for the Nine Months Ended December 24, 2004 and December 26, 2003		6
		Condensed Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)			15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			26
Item 4.	Controls and Procedures			27
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings			28
Item 6.	Exhibits and Reports on Form 8-K			28
SIGNATURES				29
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PRINTRONIX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
As of December 24, 2004 and March 26, 2004
(Unaudited)

	December 24,			March 26,
	2004			2004
	($ in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	41,892		$	36,671
Accounts receivable, net of allowance for doubtful accounts of $1,536 as of December 24, 2004 and $1,675 as of March 26, 2004		17,730			18,408
Inventories:
Raw materials		8,409			7,567
Subassemblies		2,827			2,947
Work in process		303			224
Finished goods		3,349			2,768
Total inventory		14,888			13,506
Prepaid expenses and other current assets		1,836			3,845
Deferred income tax assets, net		3,087			3,087
Total current assets		79,433			75,517
Property, plant and equipment, at cost:
Machinery and equipment		28,658			29,206
Furniture and fixtures		26,143			26,322
Buildings and improvements		23,020			22,671
Land		8,100			8,100
Leasehold improvements		682			942
		86,603			87,241
Less: Accumulated depreciation and amortization		(53,183	)		(52,170	)
Property, plant and equipment, net		33,420			35,071
Long-term deferred income tax assets, net		987			987
Other assets		275			234
Total assets	$	114,115		$	111,809

The accompanying notes are an integral part of these consolidated financial statements.

3

PRINTRONIX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
As of December 24, 2004 and March 26, 2004continued
(Unaudited)

	December 24,			March 26,
	2004			2004
	($ in thousands, except share
	and per share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	700		$	700
Accounts payable		8,164			6,965
Accrued liabilities:
Payroll and employee benefits		4,810			4,944
Warranties		851			1,033
Deferred revenue		1,520			2,407
Other		3,734			3,363
Income taxes		416			215
Total current liabilities		20,195			19,627
Long-term debt, net of current portion		13,650			14,175
Deferred revenue, net of current portion		919			430
Long-term deferred income tax liabilities		1,384			1,384
Commitments and contingencies (Note 8)		—			—
Stockholders’ equity:
Common stock, $0.01 par value (Authorized 30,000,000 shares; shares issued and outstanding 6,398,073 as of December 24, 2004 and 6,029,819 as of March 26, 2004)		64			60
Additional paid-in capital		34,840			34,092
Accumulated other comprehensive (loss) income		(117	)		136
Retained earnings		43,180			41,905
Total stockholders’ equity		77,967			76,193
Total liabilities and stockholders’ equity	$	114,115		$	111,809

The accompanying notes are an integral part of these consolidated financial statements.

4

PRINTRONIX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 24, 2004 and December 26, 2003
(Unaudited)

	Three Months Ended					Nine Months Ended
	December 24,			December 26,		December 24,			December 26,
	2004			2003		2004			2003
				($ in thousands, except share and per share data)
Revenue	$	33,928		$	33,909	$	99,014		$	93,506
Cost of sales		20,410			20,181		60,148			58,093
Gross margin		13,518			13,728		38,866			35,413
Operating expenses:
Engineering and development		4,137			4,014		12,051			11,808
Sales and marketing		6,041			5,726		18,224			16,183
General and administrative		2,208			2,195		6,495			6,069
Total operating expenses		12,386			11,935		36,770			34,060
Income from operations		1,132			1,793		2,096			1,353
Other (income) expenses:
Foreign currency losses (gains), net		12			54		41			(52	)
Interest and other (income) expenses, net		(125	)		56		(85	)		276
Income before income taxes		1,245			1,683		2,140			1,129
Provision for income taxes		309			209		865			542
Net income	$	936		$	1,474	$	1,275		$	587
Net income per share:
Basic	$	0.15		$	0.25	$	0.20		$	0.10
Diluted	$	0.14		$	0.24	$	0.20		$	0.10
Shares used in computing net income per share:
Basic		6,373,220			5,794,137		6,331,818			5,660,517
Diluted		6,575,396			6,044,303		6,524,264			5,863,057

The accompanying notes are an integral part of these consolidated financial statements.

5

PRINTRONIX,INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 24, 2004 and December 26, 2003
(Unaudited)

	Nine Months Ended
	December 24, 2004			December 26, 2003
	($ in thousands)
Cash flows from operating activities:
Net income	$	1,275		$	587
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,183			5,117
(Benefit) provision for doubtful accounts receivable		(64	)		187
Loss (gain) on disposal of property and equipment		513			(13	)
Changes in operating assets and liabilities:
Accounts receivable		742			1,835
Inventories		(1,382	)		(915	)
Prepaid expenses and other assets		1,968			(78	)
Accounts payable		1,199			100
Payroll and employee benefits		(134	)		(254	)
Accrued warranties		(182	)		—
Deferred revenue		(398	)		(686	)
Other liabilities		126			150
Accrued income taxes		201			135
Net cash provided by operating activities		8,047			6,165
Cash flows from investing activities:
Purchases of plant and equipment		(3,089	)		(2,391	)
Proceeds from disposition of equipment		44			127
Net cash used in investing activities		(3,045	)		(2,264	)
Cash flows from financing activities:
Payments made on seven-year note		(525	)		(525	)
Repurchase and retirement of common stock		—			(1,061	)
Proceeds from employee stock incentive plans		744			3,222
Net cash provided by financing activities		219			1,636
Net increase in cash and cash equivalents		5,221			5,537
Cash and cash equivalents at beginning of period		36,671			29,617
Cash and cash equivalents at end of period	$	41,892		$	35,154
Supplementary disclosures of cash flow information:
Income tax paid	$	613		$	441
Interest paid	$	343		$	348

The accompanying notes are an integral part of these consolidated financial statements.

6

PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 24, 2004 and March 26, 2004 and
for the Three and Nine Months Ended December 24, 2004 and December 26, 2003
(Unaudited)

Note 1 Basis Of Presentation

The unaudited, consolidated financial statements included herein have been prepared by Printronix, Inc., pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, the consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) considered necessary for a fair statement of the financial position and results of operations and cash flows as of and for the periods presented. These consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our latest Annual Report on Form 10-K for the fiscal year ended March 26, 2004, as filed with the Securities and Exchange Commission. The consolidated balance sheet as of March 26, 2004, presented herein has been obtained from the audited consolidated balance sheet contained in our latest Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year.

Unless the context otherwise requires, the terms “we,” “our,” “us,” “company” and “Printronix” refer to Printronix, Inc. and its consolidated subsidiaries.

Stock-Based Compensation

We account for stock-based compensation issued to employees using the intrinsic-value-based method as prescribed by the Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under the intrinsic-value-based method, compensation is the excess, if any, of the fair market value of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. Compensation expense, if any, is recognized over the applicable service period, which is usually the vesting period. No stock-based employee compensation cost was recorded for the periods presented as all options granted under the stock-based compensation plan had an exercise price equal to the market value of the underlying common stock on the date of grant.

The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation and is provided in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.”

	Three Months Ended						Nine Months Ended
	December 24,			December 26,			December 24,			December 26,
	2004			2003			2004			2003
	($ in thousands, except per share data)
Net income, as reported	$	936		$	1,474		$	1,275		$	587
Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects		(63	)		(96	)		(145	)		(326	)
Pro forma net income	$	873		$	1,378		$	1,130		$	261
Earnings per share:
Basic — as reported	$	0.15		$	0.25		$	0.20		$	0.10
Basic — pro forma	$	0.14		$	0.24		$	0.18		$	0.05
Diluted — as reported	$	0.14		$	0.24		$	0.20		$	0.10
Diluted — pro forma	$	0.13		$	0.23		$	0.17		$	0.04

7

PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 2 Inventories

We record a provision to value our inventory at the lower of the actual cost to purchase and/or manufacture the inventory, or the current estimated market value of the inventory, based upon assumptions about future demand and market conditions. We also perform regular reviews of our inventory and record a provision for estimated excess and obsolete items based upon forecasted demand, and any other known factors at the time. Inventories, which include material, labor and overhead costs, are valued at the lower of cost (first-in, first-out method) or market.

Note 3 Bank Borrowings And Debt Arrangements

Secured Note

As of December 24, 2004, we have a $14.4 million note with a United States bank secured by our Irvine facility. The note contains customary default provisions, no restrictive covenants and requires monthly principal and interest payments, with a balloon payment of $12.6 million due June 1, 2007. Interest on the note is at variable rates based upon the London Interbank Offered Rate (“LIBOR”) plus 1.25%, and is reset for periods from one month up to one year, at our discretion. The interest rate on the note at December 24, 2004 was 3.75%. The weighted average interest rate on the note was 3.4% and 2.9%, for the three and nine months ended December 24, 2004, respectively. Total interest expense on the note was $0.1 million for both the current and year ago quarter. Total fiscal year to date interest expense was $0.3 million for both the current and prior year periods. The note consisted of $13.7 million long-term debt and $0.7 million for the current portion of long-term debt, as of December 24, 2004.

Lines Of Credit

At December 24, 2004, one of our foreign subsidiaries maintained unsecured lines of credit for $1.8 million with foreign banks, which included a standby letter of credit of $1.5 million. These credit facilities are subject to certain standard financial covenants. We were in compliance with these financial covenants for all fiscal periods presented. The parent company guarantees any amounts outstanding on these lines of credit. There were no cash borrowings against these lines of credit for the fiscal periods presented. No fees are charged for the unused portion of the lines of credit. Any borrowings on the lines of credit would be subject to interest rates at approximately 0.25% to 1.0% above the prime lending rate.

In September 2004, the company increased its standby letter of credit related to its workers’ compensation program from $0.2 million to $0.4 million. The line of credit is secured by a cash deposit and is subject to an automatic renewal. There were no cash borrowings against this letter of credit for the fiscal periods presented. Any borrowings would be subject to interest rates at 2.0% above the prime-lending rate, subject to certain maximum limits.

Credit Agreement For Hedging Activity

We have a credit agreement for $2.7 million with a major foreign bank to support our hedging activities. This credit agreement has no restrictive covenants and is available to fund any forward currency contracts should we be unable to satisfy our obligations. The agreement automatically renews annually, subject to certain compliance requirements. There are no annual fees under this agreement if no amounts are borrowed. Any borrowings under this agreement would be subject to interest rates available at that time. No amounts were borrowed under this credit agreement for the fiscal periods presented.

8

PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of interest and other (income) expense, net, in the consolidated statement of operations for the three and nine months ended December 24, 2004 and December 26, 2003 were as follows:

	Three Months Ended						Nine Months Ended
	December 24,			December 26,			December 24,			December 26,
	2004			2003			2004			2003
				($ in thousands)
Interest expense	$	134		$	113		$	363		$	476
Interest income		(247	)		(65	)		(429	)		(213	)
Other (income) expense		(12	)		8			(19	)		13
Interest and other (income) expense, net	$	(125	)	$	56		$	(85	)	$	276

Note 4 Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of shares of common stock outstanding and potential shares outstanding during the period, if dilutive.

Net income per share data for the three and nine months ended December 24, 2004 and December 26, 2003, is as follows:

	Three Months Ended				Nine Months Ended
	December 24,		December 26,		December 24,		December 26,
	2004		2003		2004		2003
	($ in thousands, except share and per share data)
Net income	$	936	$	1,474	$	1,275	$	587
Basic weighted average shares outstanding		6,373,220		5,794,137		6,331,818		5,660,517
Basic net income per share	$	0.15	$	0.25	$	0.20	$	0.10
Effect of dilutive securities:
Basic weighted average shares outstanding		6,373,220		5,794,137		6,331,818		5,660,517
Dilutive effect of stock options		202,176		250,166		192,446		202,540
Dilutive weighted average shares outstanding		6,575,396		6,044,303		6,524,264		5,863,057
Diluted net income per share	$	0.14	$	0.24	$	0.20	$	0.10

The dilutive weighted average shares outstanding does not include the antidilutive impact of 103,825 and 34,850 weighted average shares for the three months and 58,708 and 73,557 weighted average shares for the nine months ended December 24, 2004 and December 26, 2003, respectively. The above shares were antidilutive because the exercise price of the stock options exceeded the average market value of the stock in the periods presented.

Note 5 Common Stock

In the fourth quarter of fiscal year 2002, the Board of Directors authorized the company to purchase up to 500,000 shares of the company’s outstanding common stock. Purchases may be made from time-to-time in the open market. During fiscal years 2002 and 2003, 165,905 shares of common stock were repurchased at prices ranging from $9.03 to $11.87 for a total cost of $1.7 million. We repurchased 106,700 shares of common stock at prices ranging from $9.70 to $10.61 per share for a total cost of $1.1 million during fiscal year 2004. No shares of common stock were repurchased during the first nine months of fiscal year 2005. Future purchases of 227,395 shares of common stock may be made at our discretion.

Stock options exercised totaled 51,118 and 78,254 for the three and nine months ended December 24, 2004, respectively. For the three and nine months ended December 26, 2003, stock options exercised totaled 95,763 and 325,459, respectively.

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PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6 Stock Incentive Plan

Under our 1994 Stock Incentive Plan, options may be granted to purchase shares of our common stock. As of December 24, 2004, there were 703,795 stock options outstanding and 420,530 stock options available to grant.

During the first quarter of fiscal year 2005, 56,722 and 310,000 shares under the Stock Incentive Plan were reserved for future issuance as restricted stock. The 56,722 shares were reserved for future issuance to the non-employee Board of Directors members and key employees. As of December 24, 2004, none of the 56,722 shares were issued and outstanding.

During fiscal year 2005, 290,000 of the 310,000 reserved shares were granted to certain officers of the company and other employees and are issued and outstanding. These shares are performance based and vest only if the company achieves certain financial targets over the next 6 fiscal years. In addition, 20,000 shares are not issued and outstanding but may be purchased by an employee if the performance criteria are met. As of December 24, 2004, we have not met nor is there any indication that we will meet any of the performance targets. Accordingly, no compensation expense has been recorded as of December 24, 2004.

Note 7 Product Warranties And Guarantees

Product Warranties

Our financial statements reflect reserves for potential warranty claims based upon our evaluation of our claims experience. Printronix generally offers either a 90-day on-site or a 12-month return-to-factory standard parts-and-labor warranty on printer and verifier products to most customers. Defective printers and verifiers can be returned to us for repairs or replacement in the applicable warranty period at no cost to the customer. Supplies are warranted for the shelf life of the products, which can be up to two years. Estimated costs of future warranty obligations are charged to cost of sales in the period in which the products are sold.

A summary of our accrued warranty obligation for the periods presented is as follows:

	Nine Months Ended
	December 24,			December 26,
	2004			2003
	($ in thousands)
Beginning balance, warranty reserves	$	1,033		$	1,356
Add warranty expense		744			749
Accrual adjustments to reflect actual experience		(154	)		(29	)
Deduct warranty charges incurred		(772	)		(858	)
Ending balance, warranty reserves	$	851		$	1,218

Guarantees

In the normal course of business to facilitate sales of its products, the company may indemnify customers and hold them harmless against losses arising from intellectual property infringement claims. The term of these indemnification agreements is generally perpetual any time after execution of the agreement subject to statute of limitations restrictions. The maximum potential amount of future payments we could be required to make under these agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal and have not recorded a liability for these agreements. The company has also agreed to hold harmless a former officer of the company in the event of an unfavorable outcome of ongoing litigation. During the quarter, Printronix won this case in summary judgment and the plaintiff has agreed not to appeal. Accordingly, there is no liability associated with this guarantee.

In addition, in connection with the standby letter of credit agreement obtained for our workers’ compensation insurance program, we have agreed to indemnify the bank from any third party claims related to its performance on our behalf.

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PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The term of this indemnification agreement extends beyond the term of the standby letter of credit agreement. We believe the fair value of this indemnification agreement is minimal and have not recorded a liability for it.

Note 8 Commitments And Contingencies

Contractual Obligations And Commercial Commitments

We are obligated under certain borrowing and lease commitments. Additional information on our borrowing obligations can be found in Note 3. There were no material changes in our borrowing and operating lease agreements as of December 24, 2004 from that reported in our Annual Report on Form 10-K, except for the increase in our workers’ compensation letter of credit from $0.2 million to $0.4 million.

Operating Leases

With the exception of Singapore, we conduct our foreign operations, Memphis operations and United States sales offices using leased facilities under non-cancelable operating leases that expire at various dates from fiscal year 2005 through fiscal year 2008. We own the building in Singapore and have a land lease that expires in fiscal year 2057. In September 2004, management closed the Memphis facility. We do not expect the closure of this facility to have a material impact on our financial position or results of operations. Related expenditures are expected to be approximately $0.4 million, and have been substantially incurred and recorded in the first nine months of fiscal year 2005.

Environmental Assessment

In January 1994 and March 1996, we were notified by the California Regional Water Quality Control Board — Santa Ana Region (the “Board”) that ground under one of our former production plants and ground adjacent to property previously occupied by us was thought to be contaminated with various chlorinated volatile organic compounds (“VOCs”). Evidence adduced from site studies undertaken to date indicates that compounds containing the VOCs were not used by Printronix during our tenancy, but were used by the prior tenant during its long-term occupancy of the site.

In August 2002, we responded to an inquiry from the California Department of Toxic Substance Control (the “Department”) regarding our operations at the site of our former production plant. In February 2004, the Department submitted a proposed Corrective Action Consent Agreement to Printronix, which would require Printronix to perform an investigation of the site which would be used as a basis to determine what, if any, remediation activities would be required of Printronix. We are convinced that we bear no responsibility for any contamination at the site and we intend to defend vigorously any action that might be brought against us with respect thereto. As of December 24, 2004, we continued to maintain an accrual for $0.2 million, included in accrued liabilities other, which we believe is a reasonable estimate for additional expenses related to environmental tests that could be requested by the Board or the Department.

In August 2004, Printronix was notified by the Environmental Protection Agency (EPA) that clean up costs had been incurred at an authorized facility used by Printronix and approximately 2,000 other companies for the disposal of certain toxic wastes. Printronix has joined with a group of the companies contacted by the EPA and the group has submitted a written notice of intent to negotiate, requesting a written offer of settlement from the EPA. We believe negotiations will be most probably continue through the next few quarters. We estimate Printronix’s liability to be $0.1 million and have recorded an accrual included in accrued liabilities other at December 24, 2004.

We believe that we have adequately accrued for future expenditures in connection with environmental matters and that such expenditures will not have a materially adverse effect upon our financial condition or results of operations.

Legal Matters

We are involved in various claims and legal matters in the ordinary course of business. We do not believe that these matters will have a materially adverse effect upon our results of operations or financial condition.

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PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 9 Other Comprehensive Income (Loss)

Other comprehensive income (loss) represents unrealized gains and losses on our Euro foreign currency forward exchange contracts that qualify for hedge accounting. The aggregate amount of such gains or losses that have not yet been recognized in net income is reported in the equity portion of the consolidated balance sheets as accumulated other comprehensive income (loss).

Under our foreign currency-hedging program, we can enter into foreign currency forward exchange contracts with maturities from 30 to 180 days with a major financial institution. We do not use the contracts for speculative or trading purposes. As of December 24, 2004, we had outstanding forward exchange contracts with an aggregate notional amount of $4.0 million. Based on the fair value of these contracts at December 24, 2004, we recorded a net liability of $0.3 million.

The following table reconciles net income to comprehensive income for the fiscal periods presented:

	Three Months Ended				Nine Months Ended
	December 24,		December 26,		December 24,		December 26,
	2004		2003		2004		2003
	($ in thousands)
Net income	$	936	$	1,474	$	1,275	$	587
Other comprehensive loss, net of tax		62		78		252		117
Comprehensive income	$	874	$	1,396	$	1,023	$	470

Note 10 Segment And Customer Data

We manufacture and sell a variety of printers and associated products that have similar economic characteristics as well as similar customers, production processes and distribution methods. We therefore have aggregated similar products and report one segment.

Sales By Customer

Percent of total sales by customer for the fiscal periods presented were as follows:

	Three Months Ended						Nine Months Ended
	December 24,			December 26,			December 24,			December 26,
Customer	2004			2003			2004			2003
Largest customer — IBM		22.7	%		19.7	%		22.1	%		23.5	%
Second largest customer		7.9	%		9.1	%		7.9	%		8.7	%
Top ten customers		52.5	%		53.0	%		51.5	%		51.7	%

Note 11 Income Taxes

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” Accordingly, we record a valuation allowance to reduce our deferred tax assets when management believes that deferred tax assets more likely than not will not be realized. In assessing the need for a valuation allowance, we consider all available evidence, including the expected timing of reversals of existing temporary differences, estimated future taxable income, prudent and feasible tax planning strategies, and recent financial performance. Under SFAS No. 109, we must place greater weight upon our history of United States operating losses than on our projections of future United States operating income.

12

PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We have subsidiaries in various countries and are therefore subject to varying income tax rates. We had a favorable pioneer tax status in Singapore which exempted income generated from manufacturing the Printronix P5000 Series line matrix products from income tax, resulting in a reduced consolidated effective tax rate. The pioneer status expired March 26, 2004 and we are in the process of negotiating an extension. We expect to receive a favorable ruling in the fourth fiscal quarter. The tax provision for the three and nine months ended December 24, 2004, reflects the tax provision of our foreign operations and changes to the valuation allowance related to net operating loss carryforwards generated in the United States. The tax provision for the three and nine months ended December 26, 2003, reflects the realization of certain deferred tax assets due to our ability to carryback and the lower income tax rates in foreign countries in which we operate.

Congress passed the American Jobs Creation Act of 2004 on October 22, 2004 (“the Act”). The Act contains numerous changes to existing tax laws including, but not limited to, incentives to repatriate foreign accumulated earnings and other international tax provisions regarding foreign tax credits.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (“FSP No. 109-1”) and FASB Staff Position No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP No. 109-2”). Both FSP No. 109-1 and 109-2 are effective upon issuance.

FSP No. 109-1 clarifies the application of SFAS No. 109 to this new Deduction for Qualified Production Activities by stating the deduction should be accounted for as a special deduction under SFAS No. 109, rather than as a tax-rate deduction, and should be reported no earlier than the year in which it is reported on the tax return.

We believe it is probable that this deduction will not be available to Printronix because of our existing domestic net operating losses.

FSP No. 109-2 addresses the impact of the Act’s one-time 85% dividends received deduction for repatriated foreign earnings, provided they are reinvested in the permitted uses specified in the Act. FSP No. 109-2 allows companies additional time to determine whether any foreign earnings will be repatriated under the Act and evaluate how the law affects whether undistributed earnings continue to qualify for SFAS No. 109’s exception from recognizing deferred tax liabilities.

We have not completed our evaluation of the effects of this Act and have not reached a conclusion that it is probable that foreign earnings will be repatriated. Therefore, we cannot conclude on what the associated tax effects may be and have not recorded any such tax effects in our fiscal year 2005 financial results. We expect to complete our evaluation during fiscal year 2006.

Note 12 New Pronouncements

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs – an amendment of ARB 43, Chapter 4.” SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The company is currently evaluating the financial statement impact of the implementation of SFAS No. 151.

In December 2004, the FASB issued FSP No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” and FSP No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” See discussion regarding the company’s adoption of these statements in Note 11 above.

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PRINTRONIX,INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In December 2004, the FASB issued SFAS No. 123®, “Share-Based Payment.” SFAS No. 123® requires all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value and to recognize cost over the vesting period. SFAS No. 123® is effective for public entities (other than those filing as small business issuers) for interim or annual periods beginning after June 15, 2005, the second quarter of our fiscal year 2006. SFAS No. 123® applies to new awards and to awards modified, repurchased or cancelled after the required effective date, as well as to the unvested portion of awards outstanding as of the required effective date (modified prospective application). Upon adoption, prior periods may be, but are not required to be, restated. The company is currently evaluating the financial statement impact of the implementation of SFAS No. 123®.

Note 13 Subsequent Events

On January 16, 2005, the company announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share to be paid on February 16, 2005 to shareholders of record as of February 2, 2005. The cash effect of the dividend is expected to be approximately $320 thousand per quarter. The Board of Directors intends to continue to declare quarterly dividends at approximately the same rate for the foreseeable future, subject to Printronix’s continued profitable financial performance and liquidity.

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PART I. FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

PRINTRONIX, INC. AND SUBSIDIARIES

Forward-Looking Statements

Except for historical information, this Form 10-Q contains “forward-looking statements” about Printronix, within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “objectives,” “believes,” “expects,” “plans,” “intends,” “should,” “estimates,” “anticipates,” “forecasts,” “projections,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including: adverse business conditions and a failure to achieve growth in the computer peripheral industry and in the economy in general; the ability of the company to achieve growth in the Asia Pacific market; adverse political and economic events in the company’s markets; a worsening of the global economy due to general conditions; a worsening of the global economy resulting from terrorist attacks or risk of war; a worsening of the global economy resulting from a resurgence of SARS (Severe Acute Respiratory Syndrome); the ability of the company to maintain our production capability in our Singapore plant or obtain product from our Asia Pacific suppliers should a resurgence of SARS occur; the ability of the company to hold or increase market share with respect to line matrix printers; the ability of the company to successfully compete against entrenched competition in the thermal printer market; the ability of the company to adapt to changes in requirements for RFID products by Wal-Mart and/or the Department of Defense (the “DOD”) and others; the ability of the company to attract and to retain key personnel; the ability of the company’s customers to achieve their sales projections, upon which the company has in part based its sales and marketing plans; the ability of the company to retain its customer base and channel; the ability of the company to compete against alternate technologies for applications in our markets; and the ability of the company to continue to develop and market new and innovative products superior to those of the competition and to keep pace with technological change. The company does not undertake to publicly update or revise any of its forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized.

Message from the President

The third fiscal quarter sales of $33.9 million were essentially flat to the year ago quarter. Net income was $0.9 million, down from $1.5 million a year ago, principally due to lower gross margins and higher operating expenses. During the quarter, we achieved growth in line matrix and thermal printer sales, which we believe is partly a result of our strategic initiatives to support and expand our installed base with new products and partly a result of an increase in sales to IBM in EMEA due to IBM’s conversion to a direct ship method in the year ago quarter. Our strategic initiatives included new demand generation programs within our installed base, the IBM sales growth program and channel expansion of sales coverage, including new geographic regions. RFID sales, which were consistent with the prior quarter, have supported the strong year-over-year thermal printer product line growth of 35.6% as customers started to comply with the Wal-Mart/DOD requirements. RFID revenue represented 10% of printer and options revenue for the Americas in this quarter. We continued to see growing interest in our RFID printing solutions and we have just introduced a new line of RFID-ready thermal printers that address European standards.

Cash balances increased by $5.2 million during the nine months ended December 24, 2004. Shortly after the end of the current fiscal quarter, we announced a quarterly cash dividend totaling approximately $320 thousand per quarter. The Board of Directors intends to continue to declare quarterly dividends at approximately the same rate for the foreseeable future, subject to Printronix’s continued profitable financial performance and liquidity.

RESULTS OF OPERATIONS

Revenue

Compared with the Prior Year Quarter — Overview

Consolidated revenue for the current quarter was $33.9 million, flat with the year ago quarter. Higher sales in EMEA and Asia Pacific were offset by lower sales in the Americas. Thermal sales were up substantially but were offset by lower sales of other products. Thermal sales were up $1.7 million, or 36.2%, over the year ago quarter partly due to our RFID initiatives, which are generating increased revenue for both RFID and non-RFID thermal products, as we gain exposure to

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businesses we had not previously sold to. EMEA sales were up due to lower sales in the year ago quarter as a result of IBM’s conversion to a direct ship method in EMEA and a favorable Euro impact.

Sales by Geographic Region

Sales by geographic region, related percent changes and percent of total sales for the third quarter of fiscal year 2005 and 2004 were as follows:

	Three Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Geographic Region
Americas	$	15,625	$	16,835		(7.2	)%		46.0	%		49.6	%
EMEA		12,000		11,209		7.1	%		35.4	%		33.1	%
Asia Pacific		6,303		5,865		7.5	%		18.6	%		17.3	%
	$	33,928	$	33,909		0.1	%		100.0	%		100.0	%

Americas sales were down due to lower sales into both the distribution and OEM channels. EMEA sales were up due primarily to an increase in IBM sales due to IBM’s conversion to a direct ship method in the year ago quarter. EMEA sales also included a favorable revenue impact of $0.4 million from the effects of the Euro. Asia Pacific sales increased in the distribution channel, particularly into China where sales were up 86.1%, or $1.1 million, to $2.5 million. We continue to place special emphasis on geographic expansion to fully capitalize on the growth in emerging markets, particularly into China.

Sales by Product Technology

Sales by product technology, related percent changes and percent of total sales for the third quarter of fiscal year 2005 and 2004 were as follows:

	Three Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Product Technology
Line matrix	$	24,076	$	24,477		(1.6	)%		70.9	%		72.2	%
Thermal *		6,331		4,649		36.2	%		18.7	%		13.7	%
Laser		3,016		4,119		(26.8	)%		8.9	%		12.1	%
Verification products		505		664		(23.9	)%		1.5	%		2.0	%
	$	33,928	$	33,909		0.1	%		100.0	%		100.0	%
*RFID	$	875	$	75		1,066.7	%		2.6	%		0.2	%

The reduction in line matrix sales is primarily due to lower sales of spares and repairs in the current quarter. We believe we continue to hold approximately 60% market share of line matrix printers. We intend to maintain and grow our market share through a continued focus on our telemarketing efforts to the Printronix and IBM installed base in order to create greater upgrading within the installed base and increase our share of the post-sale recurring revenue stream. We believe line matrix printers offer a lower cost, reliable and robust alternative to laser printing as they can withstand harsh operating conditions.

We believe we have increased our market share of the high-performance thermal printer market to over 8%. We believe the activities generated by RFID printing requirements are also generating increased sales of our T5000 thermal printer. Our strategy is to continue to grow market share by delivering compelling solutions around our thermal products, including RFID products.

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Sales by Channel

Sales by channel, related percent changes, and percent of total sales for the third quarter of fiscal year 2005 and 2004 were as follows:

	Three Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Channel
OEM	$	9,917	$	9,862		0.6	%		29.2	%		29.1	%
Distribution		22,343		21,967		1.7	%		65.9	%		64.8	%
Direct		1,668		2,080		(19.8	)%		4.9	%		6.1	%
	$	33,928	$	33,909		0.1	%		100.0	%		100.0	%

For the current quarter, sales through the OEM channel were flat overall compared with the year ago period as gains in EMEA were offset by lower sales in the Americas and Asia Pacific. Distribution sales increased from the year ago period primarily in Asia Pacific.

Sales by Customer

Sales by customer, related percent changes and percent of total sales for the third quarter of fiscal year 2005 and 2004 were as follows:

	Three Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Customer
Largest customer — IBM	$	7,706	$	6,671		15.5	%		22.7	%		19.7	%
Second largest customer	$	2,663	$	3,098		(14.0	)%		7.9	%		9.1	%
Top ten customers	$	17,829	$	17,976		(0.8	)%		52.5	%		53.0	%

We believe the increase in sales to our largest customer is mainly due to the conversion in the prior year to a direct ship method in EMEA but also partially attributable to our telemarketing efforts to their U.S. installed base and our collaborative work with IBM field sales personnel and resellers on their major accounts.

Recurring Revenue

Recurring revenue from the installed base was $12.2 million in the current quarter, down from $12.9 million a year ago. As a percentage of sales, recurring revenue from the installed base decreased to 35.9% for the current quarter, down from 37.9% for the same quarter last year. The reduction from the year ago quarter was due to lower spares and repairs sales into our North American OEMs. Recurring revenue includes line matrix ribbons, laser consumables, spares sales, sales under the advance exchange program, printer maintenance and depot repair services. We intend to grow our recurring revenue by focused marketing to our installed base of customers and by adding sales channels to market.

Impact of the Euro

Changes in the Euro’s value in the current quarter compared with the year ago quarter increased revenue by $0.4 million.

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Compared with the Prior Year To Date — Overview

Consolidated revenues for the nine-month periods ended December 24, 2004 and December 26, 2003 were $99.0 million and $93.5 million, respectively, and increased by $5.5 million, or 5.9%. Thermal sales, including RFID sales, increased substantially over the year ago period, line matrix sales increased moderately and the remaining product line sales decreased. Thermal sales increased $4.6 million, or 35.6%, partly due to our RFID initiatives, which are generating sales of both non-RFID and RFID thermal products. EMEA and Asia Pacific sales increased but were somewhat offset by lower sales into the Americas. The valuation of the Euro contributed $1.5 million to EMEA revenues.

Sales by Geographic Region

Sales by geographic region, related percent changes and percent of total sales for the nine months ended December 24, 2004 and December 26, 2003 were as follows:

	Nine Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Geographic Region
Americas	$	46,147	$	48,612		(5.1	)%		46.6	%		52.0	%
EMEA		35,520		31,135		14.1	%		35.9	%		33.3	%
Asia Pacific		17,347		13,759		26.1	%		17.5	%		14.7	%
	$	99,014	$	93,506		5.9	%		100.0	%		100.0	%

The decrease in sales in the Americas was principally due to a decrease in the OEM channel due to lower sales to IBM in the first fiscal quarter. Sales into EMEA increased mainly as a result of stronger sales in the distribution channel and partially as a result of an increase in sales to IBM. In the prior year period, IBM was converting to a direct ship method in EMEA and was reducing their inventory as a result. Asia Pacific sales were up partially to the effect of SARS earlier in the year ago period and partially through the distribution channel into China, where sales were $6.1 million, an increase of $2.2 million.

Sales by Product Technology

Sales by product technology, related percent changes and percent of total sales for the nine months ended December 24, 2004 and December 26, 2003 were as follows:

	Nine Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Product Technology
Line matrix	$	70,220	$	67,909		3.4	%		70.9	%		72.6	%
Thermal *		17,586		12,971		35.6	%		17.7	%		13.9	%
Laser		9,565		10,745		(11.0	)%		9.7	%		11.5	%
Verification products		1,643		1,881		(12.6	)%		1.7	%		2.0	%
	$	99,014	$	93,506		5.9	%		100.0	%		100.0	%
*RFID	$	1,882	$	75		2,409.3	%		1.9	%		0.1	%

Line matrix sales increased, we believe, partially as a direct result of our demand generation programs to our installed base and that of our largest customer. In addition, line matrix sales also increased as a result of IBM’s conversion to a direct ship method in EMEA in the year ago period. We believe the opportunities presented by RFID are also generating interest in and sales of our non-RFID thermal printers, as we gain exposure to businesses we had not previously sold to.

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Sales by Channel

Sales by channel, related percent changes, and percent of total sales for the nine months ended December 24, 2004 and December 26, 2003 were as follows:

	Nine Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Channel
OEM	$	29,313	$	30,775		(4.7	)%		29.6	%		32.9	%
Distribution		63,827		57,845		10.3	%		64.5	%		61.9	%
Direct		5,874		4,886		20.2	%		5.9	%		5.2	%
	$	99,014	$	93,506		5.9	%		100.0	%		100.0	%

OEM sales were down principally in the Americas as a result of lower sales to our largest customer earlier in the fiscal year. Distribution sales increased in EMEA and in Asia Pacific, on stronger sales into China. Also the Asia Pacific region had been impacted by SARS earlier in the prior fiscal year. Direct sales increased primarily in EMEA and Asia Pacific.

Sales by Customer

Sales by customer, related percent changes and percent of total sales for the nine months ended December 24, 2004 and December 26, 2003 were as follows:

	Nine Months Ended							Percent of Total Sales
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)
Customer
Largest customer — IBM	$	21,845	$	21,939		(0.4	)%		22.1	%		23.5	%
Second largest customer	$	7,867	$	8,108		(3.0	)%		7.9	%		8.7	%
Top ten customers	$	50,955	$	48,327		5.4	%		51.5	%		51.7	%

Sales to our largest customer were flat overall over the year ago period. Gains in EMEA as a result of IBM’s conversion to a direct ship method in the prior fiscal year were offset by lower sales in the Americas during the first fiscal quarter.

Recurring Revenue

Recurring revenue from the installed base was $37.6 million, up from $37.4 million a year ago. As a percentage of sales, recurring revenue decreased to 38.0% of total sales as a result of higher sales in the current year, down from 40.0% a year ago.

Impact of the Euro

Changes in the Euro’s value in the current year to date period compared with the year ago period increased revenue by $1.5 million.

Radio Frequency Identification (“RFID”)

Industry projections indicate that RFID will change the annual growth of high-performance thermal printers from 10% in 2003 to a range of 30-40% per year as RFID deployment takes place. However, the evolving standards, the delay in availability of GEN2 RFID chips, the need for a variety of label antennas for different materials, label quality, and ROI considerations, create an environment of uncertainty in which RFID deployment exists today. Despite this uncertainty, there is a growing worldwide interest in the potential of RFID to improve supply chain efficiency. During the current quarter,

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Printronix responded to this growing worldwide interest by introducing a new line of RFID ready thermal printers with multi-protocol encoding that comply with European standards to support users with RFID pilot programs and RFID deployment within the European market. Also, during the quarter, we installed demonstration units within several Asian countries to provide suppliers with an introduction to RFID.

Wal-Mart is maintaining a RFID deployment schedule that requires an additional 200 suppliers to be RFID compliant by January 2006. EPC Global has endorsed a GEN2 RFID protocol. Implementation of this standard will likely take several quarters, but once implemented it is expected to cause an acceleration of RFID adoption. As a result of these developments, RFID continues to be a viewed as having great potential to improve the efficiency of global supply chains. We believe that Printronix is well positioned with RFID printing solutions and global support to participate in this opportunity.

Gross Margin

Gross margin for the current quarter was 39.8%, down from 40.5% for the same quarter last year. The decrease from the prior year quarter is primarily due to product mix. The impact of the Euro contributed a $0.3 million, or 0.9%, improvement in the gross margin over the prior year quarter.

Gross margin was 39.3% for the nine-month period ended December 24, 2004, up from 37.9% for the nine-month period ended December 26, 2003. The improvement over the prior year period was primarily due to higher sales volumes and a stronger Euro, somewhat offset by product mix changes. The impact of the Euro caused a $1.2 million improvement, or 1.2%, in the gross margin over the prior year to date period.

Operating Expenses

Compared with the Prior Year Quarter

Engineering and development, sales and marketing and general and administrative expenses, related percent changes and percent of total sales for the third quarter of fiscal year 2005 and 2004 are as follows:

	Three Months Ended							Three Months Ended
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)							Percent of Total Sales
Engineering and development	$	4,137	$	4,014		3.1	%		12.2	%		11.8	%
Sales and marketing		6,041		5,726		5.5	%		17.8	%		16.9	%
General and administrative		2,208		2,195		0.6	%		6.5	%		6.5	%
Total operating expenses	$	12,386	$	11,935		3.8	%		36.5	%		35.2	%

Engineering and development expenses for the current quarter increased compared with the same quarter last year due primarily to a one-time charge to write-off tooling.

Expansion of sales and marketing efforts, including marketing efforts related to launching RFID in Europe and demand generation activities, increased over the prior year.

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Compared with the Prior Year To Date

Engineering and development, sales and marketing and general and administrative expenses, related percent changes and percent of total sales for the nine months ended December 24, 2004 and December 26, 2003 are as follows:

	Nine Months Ended							Nine Months Ended
	December 24,		December 26,		Percent			December 24,			December 26,
	2004		2003		Change			2004			2003
	($ in thousands)							Percent of Total Sales
Engineering and development	$	12,051	$	11,808		2.1	%		12.2	%		12.6	%
Sales and marketing		18,224		16,183		12.6	%		18.4	%		17.3	%
General and administrative		6,495		6,069		7.0	%		6.5	%		6.5	%
Total operating expenses	$	36,770	$	34,060		8.0	%		37.1	%		36.4	%

Engineering and development expenses for the nine-month period ended December 24, 2004 increased due to higher product development costs earlier in the year for three new offerings for RFID Smart Label printing solutions that include field upgradeable thermal printers, and an RFID label applicator, co-developed with FOX IV Technologies, Inc. In addition, the increase is also attributable to the current third quarter one-time charge to write-off tooling.

Year to date sales and marketing expenses increased compared with the same period last year mainly due to expansion of sales and marketing efforts, including geographic expansion, demand generation activities, and RFID market introduction programs.

General and administrative expenses for the year to date period increased mainly as a result of higher consulting costs associated with satisfying Sarbanes-Oxley requirements and higher legal costs.

Foreign Currency (Gains) Losses, Net

Current quarter foreign currency transactions and remeasurements were losses of $12 thousand versus losses of $54 thousand a year ago. For the nine months ended December 24, 2004, foreign currency transactions and remeasurements were losses of $41 thousand versus gains of $52 thousand a year ago. Changes in foreign currency transactions and remeasurements for the three and nine months ended December 24, 2004 compared with the prior comparable periods were principally due to the effect of changes in the value of the Euro.

Interest and Other Expenses, Net

Interest expense decreased to $363 thousand in the current year to date period, down from $476 thousand a year ago, due to a one-time charge in the year ago period. Interest income for the three and nine months ended December 24, 2004 includes a one-time benefit of $117 thousand related to resolving a federal income tax credit. The components of interest and other expenses, net, for the three and nine months ended December 24, 2004 compared with the prior comparable periods, were as follows:

	Three Months Ended						Six Months Ended
	December 24,			December 26,			December 24,			December 26,
	2004			2003			2004			2003
Interest expense	$	134		$	113		$	363		$	476
Interest income		(247	)		(65	)		(429	)		(213	)
Other expense (income)		(12	)		8			(19	)		13
Interest and other (income) expenses, net	$	(125	)	$	56		$	(85	)	$	276

Income Taxes

We have subsidiaries in various countries and are therefore subject to varying income tax rates. The tax provision for the three and nine months ended December 24, 2004 reflects the tax provision of our foreign operations and changes to the valuation allowance related to net operating loss carryforwards generated in the United States. The tax provision for the

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three and nine months ended December 26, 2003, reflects the realization of certain deferred tax assets due to our ability to carryback and the lower income tax rates in foreign countries in which we operate.

The current year to date effective tax rate of 40% exceeded our range of estimates for fiscal year 2005 which were between 25% and 30%, primarily due to a delay in obtaining an extension of our favorable pioneer tax status in Singapore for income generated from the manufacture of the Printronix P5000 series line matrix products. We expect to obtain a favorable tax ruling during the fourth fiscal quarter.

Congress passed the American Jobs Creation Act of 2004 on October 22, 2004 (“the Act”). The Act contains numerous changes to existing tax laws including, but not limited to, incentives to repatriate foreign accumulated earnings and other international tax provisions regarding foreign tax credits.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (“FSP No. 109-1”) and FASB Staff Position No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP No. 109-2”). Both FSP No. 109-1 and 109-2 are effective upon issuance.

FSP No. 109-1 clarifies the application of FASB Statement No. 109, “Accounting for Income Taxes” (“SFAS No.109”), to this new Deduction for Qualified Production Activities by stating the deduction should be accounted for as a special deduction under SFAS No. 109, rather than as a tax-rate deduction, and should be reported no earlier than the year in which it is reported on the tax return.

We believe it is probable that this deduction will not be available to Printronix because of our existing domestic net operating losses.

FSP No. 109-2 addresses the impact of the Act’s one-time 85% dividends received deduction for repatriated foreign earnings, provided they are reinvested in the permitted uses specified in the Act. FSP No. 109-2 allows companies additional time to determine whether any foreign earnings will be repatriated under the Act and evaluate how the law affects whether undistributed earnings continue to qualify for SFAS No. 109’s exception from recognizing deferred tax liabilities.

We have not completed our evaluation of the effects of this Act and have not reached a conclusion that it is probable that foreign earnings will be repatriated. Therefore, as a result, we cannot conclude on what the associated tax effects may be and have not recorded any such tax effects in our fiscal year 2005 financial results. We expect to complete our evaluation during fiscal year 2006.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity has historically been cash generated from operations. We ended the quarter with cash and cash equivalents of $41.9 million, an increase of $5.2 million from the beginning of the fiscal year. Approximately $8.0 million was provided by operations. Capital expenditures totaling $3.1 million were the major use of funds for the fiscal year to date.

A subsidiary of the company maintains an unsecured line of credit with a foreign bank for $1.8 million. The company also maintains a credit agreement in the amount of $2.7 million with a foreign bank to support our hedging activities. In September 2004, the company increased its standby letter of credit related to its workers’ compensation program from $0.2 million to $0.4 million. During and as of the periods presented, no amounts were borrowed under these agreements. The company also has a $14.4 million seven-year note, secured by our Irvine facility. The note requires monthly principal and interest payments and a balloon payment of $12.6 million on June 1, 2007. We ended the current fiscal quarter with long-term debt of $13.7 million and $0.7 million for the current portion on the note.

The remaining shares that can be repurchased at the discretion of management under our stock buyback program totaled 227,395 shares at December 24, 2004.

We do not anticipate any significant changes to our capital expenditure needs, or our cash requirements for quarterly dividend payments, in the foreseeable future, which we expect to fund from cash from operations.

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As of December 24, 2004, there have been no material changes in the company’s significant contractual obligations and commercial commitments as disclosed in its Annual Report on Form 10-K, other than increasing our workers’ compensation letter of credit as discussed above.

If demand for our products decreased, there could be a risk that cash provided from operations would diminish. We believe we could obtain bank financing secured by collateral. However, we can offer no assurances that such financing would be available on favorable terms, or at all. We believe that our internally generated funds will adequately provide for working capital requirements, capital expenditures, engineering and development needs and other financial commitments for the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

The company’s off-balance sheet arrangements consist of operating leases, credit facilities and guarantees. There were no material changes in our operating lease agreements as of December 24, 2004 from that reported in our Annual Report on Form 10-K. Information regarding our credit facilities can be found in the preceding section and in Note 3. We have not recorded a liability for the fair value of the guarantees made by the company, as we believe that value to be minimal.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare the consolidated financial statements of Printronix in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available to us at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures of contingent assets and liabilities for the periods presented. We continuously evaluate our estimates, judgments and assumptions, including those related to product returns, customer programs and incentives, doubtful accounts, inventories, warranty obligations, intangible assets, other long-lived assets, income taxes, contingencies and litigation. Actual results may differ from these estimates under different assumptions or conditions.

We believe the most critical accounting policies used to prepare the accompanying consolidated financial statements are the following:

Revenue Recognition

We recognize revenue in accordance with various authoritative guidance including, but not limited to, Staff Accounting Bulletin (SAB) 104, “Revenue Recognition.” The application of the authoritative guidance requires judgment to determine whether revenue has been realized or is realizable and earned. Judgment is required to record provisions for future product returns, customer programs and incentive offerings, including special pricing, rebates or other programs. Judgment is also required to determine the appropriate period to recognize previously deferred revenue related to service agreements. Any significant change in estimates or circumstances could have a materially adverse impact upon our operating results for the period or periods in which such information is known.

Allowance for Doubtful Accounts

We use judgment based upon historical experience, overall economic conditions, and any specific customer collection issues we have identified to determine our allowance for estimated doubtful accounts. Although bad debt losses historically have been within our expectations and the allowance we have established, we cannot guarantee that we will continue to experience the same bad debt loss rates that we have in the past. Any significant change in estimates or circumstances could have a materially adverse impact upon our operating results for the period or periods in which such information is known. Our accounts receivable include substantial receivables from a few large resellers, and a significant change in the liquidity or financial position of any one of these resellers, or other significant changes in estimates or circumstances with other customers, could result in an additional allowance that could have a materially adverse effect upon our operating results and financial condition for the period or periods in which such information is known.

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Inventories

The valuation of our inventory at the lower of the actual cost to purchase and/or manufacture the inventory, or the current estimated market value of the inventory, is based upon judgments about future demand and market conditions. Estimated future demand could prove to be inaccurate, in which case the company may experience product shortages, or may only be able to obtain the necessary components at a higher cost. Conversely, an inaccurate estimate of future demand may also result in additional charges for excess and obsolete inventories. Unanticipated changes in demand or changes in technology could have a materially adverse effect upon our results of operation and financial condition for the period or periods in which such information is known.

Research and Development Costs

We account for research and development costs in accordance with several accounting pronouncements, including SFAS No. 2, “Accounting for Research and Development Costs” and SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.” Judgment is required in the application of these pronouncements and in determining when technological feasibility is established. Any significant change in estimates or circumstances could have a materially adverse impact upon our operating results for the period or periods in which such information is known.

Warranties

We record an estimate for warranty related costs based on our judgment about actual historical return rates and repair costs at the time of sale. Although our warranty costs historically have been within our expectations and the provisions we have established, we cannot guarantee that we will continue to experience the same warranty return rates or repair costs that we have in the past. A significant increase in product failure rates, product return rates, or a significant increase in the cost to repair our products, could have a materially adverse impact upon our operating results and financial condition in the period or periods in which such information is known.

Long-Lived Assets

Long-lived assets are assessed in accordance with accounting guidance, including, but not limited to, SFAS No. 142, “Goodwill and Other Intangible Assets” and SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” Judgment is required in the application of the authoritative guidance and in determining the recoverability of assets. Any major unanticipated change in estimates or circumstances could have a materially adverse effect upon the recoverability of long-lived assets and upon our operating results and financial condition.

Income Taxes

SFAS No. 109, “Accounting for Income Taxes” establishes financial accounting and reporting standards for the effect of income taxes. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is also required to determine if deferred tax assets will be realized and to determine the expected timing of the reversals of existing temporary differences. If the provision for income tax is inadequate, or if we are unable to realize deferred tax assets, or if the tax laws change unfavorably, we could experience income tax charges in excess of the reserves established. Likewise, if the provisions for current and deferred taxes are in excess of those eventually needed, or if we are able to realize additional deferred tax assets, or if tax laws change favorably, we could experience reduced income tax charges.

We have operations in multiple international taxing jurisdictions and are subject to audit in those jurisdictions. These audits can involve complex issues. While we believe we have made adequate provision for any such issues, an unfavorable resolution of such issues could have an adverse effect upon our results of operations and financial condition.

Contingencies

We account for loss contingencies in accordance with various accounting guidance, including, but not limited to, SFAS No. 5 “Accounting for Contingencies” and Financial Accounting Standards Board Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness of Others.” Judgment is required to evaluate the degree of probability of an unfavorable outcome and our ability to reasonably estimate

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the loss related to legal claims, tax related audits, guarantees, including indirect guarantees of the indebtedness of others, and other known issues, and we will record a charge to earnings if appropriate. Any significant change in estimates or circumstances could have a materially adverse impact upon our operating results for the period or periods in which such information is known.

NEW ACCOUNTING STANDARDS

In November 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs – an amendment of ARB 43, Chapter 4.” SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The company is currently evaluating the financial statement impact of the implementation of SFAS No. 151.

In December 2004, the FASB issued FSP No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” and FSP No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” See discussion regarding the company’s adoption of these statements in the Management’s Discussion and Analysis of Income Taxes above.

In December 2004, the FASB issued SFAS No. 123®, “Share-Based Payment.” SFAS No. 123® requires all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value and to recognize cost over the vesting period. SFAS No. 123® is effective for public entities (other than those filing as small business issuers) for interim or annual periods beginning after June 15, 2005, the second quarter of our fiscal year 2006. SFAS No. 123® applies to new awards and to awards modified, repurchased or cancelled after the required effective date, as well as to the unvested portion of awards outstanding as of the required effective date (modified prospective application). Upon adoption, prior periods may be, but are not required to be, restated. The company is currently evaluating the financial statement impact of the implementation of SFAS No. 123®.

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PART I. FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosure About Market Risk

PRINTRONIX, INC. AND SUBSIDIARIES

MARKET RISK

The company operates on a global basis and may be impacted by foreign currency exchange rate fluctuations. We have a foreign currency-hedging program in order to mitigate currency rate fluctuation exposure related to foreign currency cash inflows. Under the program, we can enter into foreign currency forward exchange contracts with maturities from 30 to 180 days with a major financial institution. We do not use the contracts for speculative or trading purposes. As of December 24, 2004, we had outstanding forward exchange contracts with a notional amount of $4.0 million. Based on the fair value of these contracts at December 24, 2004, we recorded a net liability of $0.3 million.

We have financial instruments that are subject to interest rate risk, principally debt obligations. Long-term borrowings, consisting of a note secured by our Irvine facility, are at variable rates based on the London Interbank Offered Rate (“LIBOR”), and are reset at our discretion for periods not exceeding one year. During the current quarter and for the current year to date period, the weighted average interest rate on the note was 3.4% and 2.9%, respectively. If interest rates were to increase by 10% (34 or 29 basis points on the note), the impact on our pre-tax earnings would not be material.

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PART I. FINANCIAL INFORMATION

Item 4. Controls and Procedures

PRINTRONIX, INC. AND SUBSIDIARIES

CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q. Based on their evaluation, our principal executive officer and principal accounting officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports filed with the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 24, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, BDO Seidman, LLP (“BDO”), our independent auditors, have identified matters they believe to be significant deficiencies under standards established by the Public Company Accounting Oversight Board. BDO and management have reported to the audit committee that these matters are not material weaknesses. The matters involve internal controls over certain limited aspects of our quarterly closing process related to accrued liabilities. Management has addressed these control deficiencies by adding additional procedures and adding additional accounting personnel.

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PART II. OTHER INFORMATION

PRINTRONIX, INC. AND SUBSIDIARIES

Item 1.Legal Proceedings

See “Item 3. Legal Proceedings” reported in Part 1 of our Annual Report on Form 10-K for the fiscal year ended March 26, 2004.

Item 6.Exhibits and Reports on Form 8-K

Exhibits
	31.1	Certification Pursuant to Rule 13a-14(a) and15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification Pursuant to Rule 13a-14(a) and15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

A Current Report on Form 8-K dated October 7, 2004 was furnished by the company to the Securities and Exchange Commission announcing its results for the second quarter of fiscal year 2005.

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PRINTRONIX, INC. AND SUBSIDIARIES

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.

	PRINTRONIX, INC.      (Registrant)
Date: February 4, 2005	By:	/s/ George L. Harwood
		George L. Harwood
		Sr. Vice President, Finance, Chief Financial Officer, and Secretary (Principal Financial Officer and Duly Authorized Officer)

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Exhibit Index

31.1	Certification Pursuant to Rule 13a-14(a) and15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to Rule 13a-14(a) and15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002