Form 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 27, 1996 OR [ ] 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.) 17500 Cartwright P.O. Box 19559 Irvine, California 92623 (Address of principal executive offices) (Zip Code) (714) 863-1900 (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. YES X NO Indicate the number of shares outstanding of each of theissuer's classes of common stock, as of the latest practicable date. Class of Common Stock Outstanding at February 4, 1997 $ .01 par value 7,997,515 PRINTRONIX, INC. AND SUBSIDIARIES TABLE OF CONTENTS ------------------------------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statement Regarding Financial Information (2) Consolidated Balance Sheets Assets (3) Liabilities and Stockholders' Equity (4) Consolidated Statements of Operations (5) Consolidated Statements of Cash Flows (6) Condensed Notes to Consolidated Financial Statements (8) Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations (10) PART II. OTHER INFORMATION Item 1. Legal Proceedings (13) Signatures (14) PRINTRONIX, INC. AND SUBSIDIARIES FORM 10-Q ------------ FOR THE QUARTER ENDED DECEMBER 27, 1996 ---------------------------------------- PART I. FINANCIAL INFORMATION ------------------------------------------- Item 1. Financial Statements --------------------------------- Statement Regarding Financial Information --------------------------------------------------------- The financial statements included herein have been prepared by Printronix, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information normally included in the financial statements prepared in accordance with generally accepted accounting principles has been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that the financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended March 29, 1996, as filed with the Securities and Exchange Commission. PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Balance Sheets --------------------------- Assets December 27, 1996 March 29, 1996 (Derived from audited (Unaudited) financial statements) ----------------------------------------------- (In thousands) CURRENT ASSETS: Cash and cash equivalents $12,476 $6,486 Accounts receivable, net of allowances for doubtful accounts of $1,496 as of December 27, 1996 and $937 as of March 29, 1996 25,578 23,576 Inventories Raw materials, subassemblies and work in process 17,408 18,969 Finished goods 3,765 3,741 ----------- ----------- 21,173 22,710 Prepaid expenses 730 753 ----------- ----------- TOTAL CURRENT ASSETS 59,957 53,525 ----------- ----------- Property and Equipment, at cost: Building and improvements 5,777 -- Machinery and equipment 33,800 33,010 Furniture and fixtures 14,131 12,864 Leasehold improvements 2,050 3,448 ----------- ----------- 55,758 49,322 Less-Accumulated depreciation and amortization (32,685) (33,968) ----------- ----------- 23,074 15,354 ----------- ----------- Other assets 452 251 ----------- ----------- TOTAL ASSETS $83,483 $69,130 =========== =========== See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - continued --------------------------- Liabilities and Stockholders' Equity ------------------------------------ December 27, 1996 March 29, 1996 (Derived from audited (Unaudited) financial statements) ----------------------------------------------- (In thousands) CURRENT LIABILITIES: Short-term borrowings 1,111 205 Accounts payable 10,555 11,846 Accrued expenses: Payroll and employee benefits 4,369 3,492 Warranty 1,236 1,136 Environmental 214 214 Other 1,361 1,018 Accrued income taxes 503 329 ----------- ----------- TOTAL CURRENT LIABILITIES 19,349 18,240 ----------- ----------- Long-term debt 3,796 -- Other long-term liabilities 815 817 ----------- ----------- TOTAL LONG-TERM LIABILITIES 4,611 817 ----------- ----------- STOCKHOLDERS' EQUITY: Common stock, par value $0.01- Authorized 27,000,000 shares, issued and outstanding 7,953,652 and 7,823,366 shares as of December 27, 1996 and March 29, 1996, respectively. 80 78 Additional paid-in capital 30,440 29,125 Retained earnings 29,003 20,870 ----------- ----------- Total Stockholders' Equity 59,523 50,073 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $83,483 $69,130 =========== =========== See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Operations ------------------------------------- (Unaudited) Three Months Ended Nine Months Ended Dec. 27, Dec. 29, Dec. 27,Dec. 29, 1996 1995 1996 1995 (Amounts in thousands, except share data) NET SALES $44,521 $37,091 $132,333 $118,812 COST OF SALES 32,606 29,302 98,243 90,352 ---------------------------------------- Gross Profit 11,915 7,789 34,090 28,460 OPERATING EXPENSES: Engineering and development 3,486 3,085 10,691 10,248 Selling, general and administrative 5,171 4,117 15,051 12,970 ---------------------------------------- Total operating expenses 8,657 7,202 25,742 23,218 ---------------------------------------- INCOME FROM OPERATIONS 3,258 587 8,348 5,242 ---------------------------------------- Other income, net (96) (206) (99) (351) ---------------------------------------- INCOME BEFORE TAXES 3,354 793 8,447 5,593 Provision/(credit) for income taxes 114 (37) 314 156 ---------------------------------------- NET INCOME $ 3,240 $ 830 $ 8,133 $ 5,437 ====== ====== ====== ====== EARNINGS PER SHARE: Primary $ .39 $ .10 $ .98 $ .66 Fully Diluted $ .39 $ .10 $ .98 $ .66 ====== ====== ====== ====== WEIGHTED AVERAGE SHARES OUTSTANDING: Primary 8,286,092 8,193,357 8,309,483 8,251,554 Fully Diluted 8,286,092 8,193,357 8,309,483 8,252,676 ========= ========= ========= ========= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows ------------------------------------- For the Nine Months Ended: December 27, 1996 and December 29, 1995 - ---------------------------------------------------------------------- (Unaudited) 1996 1995 Cash flows from operating activities: Net income $8,133 $5,437 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,414 4,218 Loss on sales of property & equipment 36 22 Compensation expense related to restricted stock plan 918 784 Changes in assets and liabilities: Accounts receivable (2,002) 185 Inventories 1,537 714 Accounts payable (1,291) (1,174) Payroll and employee benefits 877 (351) Accrued income taxes 174 (224) Other 263 (783) ----------- ----------- Net cash provided by operating activities 14,059 8,828 ----------- ----------- Cash flows from investing activities: Investment in property and equipment (7,880) (7,136) Purchase of building and improvements (5,777) - Proceeds from disposition of equipment 487 135 ----------- ----------- Net cash used in investing activities (13,170) (7,001) ----------- ------------ See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows - continued ------------------------------------- For the Nine Months Ended: December 27, 1996 and December 29, 1995 - ---------------------------------------------------------------------- (Unaudited) 1996 1995 Cash flows from financing activities: Payment of debt (298) - Proceeds from issuance of common stock 399 661 Proceeds from issuance of long-term debt 5,000 (413) ----------- ----------- Net cash provided by financing activities 5,101 248 ----------- ----------- Increase in cash and cash equivalents 5,990 2,075 ----------- ----------- Cash and cash equivalents at beginning of period 6,486 8,345 ----------- ----------- Cash and cash equivalents at end of period $12,476 $10,420 =========== =========== - --------------------------------------------------------------------- Supplementary disclosures of cash flow information: Taxes paid $89 $303 Interest paid 214 19 Capital lease additions 0 466 See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements ----------------------------------------------- DECEMBER 27, 1996 ------------------------- (Unaudited) 1) Management Opinion In the opinion of management, the consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods presented. 2) Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with maturities of three months or less to be cash equivalents. The effect of exchange rate changes on cash balances held in foreign currencies was not material for the periods presented. 3) Inventories Inventories are priced at the lower of cost (FIFO) or market and include the cost of material, labor and manufacturing overhead. 4) Earnings per Share The number of shares used in computing earnings per share equals the total of the weighted average number of shares outstanding during the periods presented plus common stock equivalents relating to options. Common stock equivalents relating to options represent additional shares which may be issued in connection with their exercise, reduced by the number of shares which could be repurchased with the proceeds at the average market price per share computed on a quarterly basis during the year. The following table shows the calculation for primary and fully diluted shares outstanding: Three Months Ended Nine Months Ended Dec. 27, Dec. 29, Dec. 27, Dec. 29, 1996 1995 1996 1995 Weighted avg. shares outstanding 7,923,644 7,722,425 7,898,617 7,458,842 Common stock equivalents: Options - Primary 362,448 470,932 410,866 792,712 Options - Fully Diluted 362,448 470,932 410,866 793,834 Shares outstanding: Primary 8,286,092 8,193,357 8,309,483 8,251,554 Fully Diluted 8,286,092 8,193,357 8,309,483 8,252,676 PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements ----------------------------------------------- DECEMBER 27, 1996 ------------------------- (Unaudited) 5) Long-term Debt In May 1996, the Company secured a five-year term commitment of $5.0 million with Wells Fargo Bank. At December 27, 1996, $4.9 million was outstanding on this loan which was used to acquire a new manufacturing facility in Singapore. The interest rate on the loan is variable based either on the bank's prime rate or 2% above the LIBOR rate. Principal and interest payments began in December 1996 and will be paid over a term of fifty-four months. 6) Capital Stock In June 1996, Printronix completed a stock split-up effected in the form of a fifty percent (50%) stock dividend. Retroactive effect has been given to the stock split in all share and per share data presented. PRINTRONIX, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------------------ Reference is made to the Company's annual report on Form 10-K for the fiscal year ended March 29, 1996 for a detailed discussion and analysis of the Company's financial condition and results of operations for the periods covered by that report. RESULTS OF OPERATIONS Revenues and Backlog Net sales for the quarter ended December 27, 1996 were 3% higher than last quarter and 20% higher than the year-ago quarter. On a year-to- date basis, sales were up $13.5 million or 11% over the first nine months of the prior fiscal year. The increase in revenue for the first nine months of the year compared with the same period last year is due to higher unit sales of ProLine impact printers to the Company's major OEM customers. Thermal product sales for the quarter increased 41% compared with the prior quarter and continue to represent approximately 2% of the Company's total sales. Regionally, year-to- date sales to U.S. customers increased 5% compared with the same period of the prior year and sales to international customers increased approximately 22%. Revenue from the Company's five largest customers, which primarily represent OEM business, decreased 6% from the prior quarter but increased 25% over the year-ago quarter. For the first nine months of the fiscal year, sales to these customers were up $11.6 million or 19% over the prior year period. Order backlog at quarter-end was $13.4 million compared with $18.0 million at the end of the previous quarter and $18.3 million at the end of the third quarter for the previous fiscal year. The reduction in backlog reflects the continuing conversion of the Company's customers to a just-in-time delivery process. PRINTRONIX, INC. AND SUBSIDIARIES Gross Profit Gross profit as a percentage of sales for the quarter increased to 26.8% compared with 25.9% in the prior quarter and 21.0% in the prior year quarter. The higher margin is attributable to manufacturing efficiencies from higher sales volumes of new line matrix printers, increased production efficiencies from the transition to the new ProLine Series, and the completion of the planned move of the Singapore manufacturing facility. The margins in the year ago quarter were unfavorably impacted by the transition to the new ProLine Series printers. The year-to-date gross profit percentage increased to 25.8% for the first nine months of the fiscal year compared with 24.0% for the first nine months of the prior fiscal year. The increase in margin is due to the transition to the new ProLine Series and increased manufacturing efficiencies from higher sales volumes, partially offset by the move of the Singapore manufacturing facility. Operating and Other Expenses and Taxes Engineering expense for the quarter was 7% lower than the prior quarter and increased 13% over the prior year quarter. On a year-to- date basis, engineering expenses increased to $10.7 million compared with $10.2 million for the first nine months of the prior fiscal year. Selling, general, and administrative expenses increased 4% over the prior quarter and increased 26% over the prior year quarter. Year-to- date expenses increased by 16% to $15.1 million compared with $13.0 million for the corresponding prior year nine months. The increased spending over the prior year periods continues to be driven by higher sales expenses for advertising and marketing due to the rollout of the new ProLine series printers. As a percentage of sales, selling, general, and administrative spending remained flat at 11% for the first nine months of the year. The year-to-date income tax provision increased to $0.3 million as compared with $0.2 million in the prior year. The Company continues utilizing Federal and California net operating loss carryforwards and is required to provide only for certain state and foreign taxes. The Company anticipates fully utilizing its California net operating loss carryforward by year end and accordingly expects to increase its quarterly tax provision percentage from 4% to 10%. LIQUIDITY AND CAPITAL RESOURCES The Company ended the quarter with cash, net of short-term borrowings, of $11.4 million compared with $5.1 million last quarter and $10.1 million for the year-ago quarter. The Company's stronger cash position relative to the prior quarter results primarily from lower inventory levels which declined $4.8 million. The reduction in inventory results partially from the completion of the planned move of the Singapore manufacturing facility and partially due to the Company completing the final phase of the conversion to the new ProLine Series line matrix printers. PRINTRONIX, INC. AND SUBSIDIARIES LIQUIDITY AND CAPITAL RESOURCES - CONTINUED Net investment in capital equipment for the first nine months of the fiscal year was $13.2 million compared with $7.0 million for the same period in the prior year. Year-to-date capital expenditures included manufacturing equipment for ProLine printer production, a new building for Singapore manufacturing, and project expenditures on a corporate information system. In June 1996, the Company completed a split-up effected in the form of a fifty percent (50%) stock dividend. Retroactive effect has been given to the stock dividend in stockholder's equity accounts as of December 27,1996, and in all share and per share data presented (see note 6). The Company believes that its internally-generated funds, together with available financing, will be adequate in providing its working capital requirements, capital expenditures, and engineering development needs through the current fiscal year. PRINTRONIX, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION --------------------------------------------------- Item 1. Legal Proceedings --------------------------------------- See "Item 3. Legal Proceedings" reported in Part I of the Company's Report on Form 10K for the fiscal year ended March 29, 1996. Printronix, Inc. vs. Kentek Information Systems, Inc. On May 16, 1996, the Company filed suit against Kentek Information Systems, Inc. ("Kentek") in the United States District Court for the Central District of California. On or about June 19, 1996, the case was transferred to the United States District Court for the District of Colorado. The suit alleges that Kentek has discriminated against the Company in the prices that it charges the Company for the purchase of consumable products, in violation of the Robinson-Patman Act, and in breach of a contract between the parties governing the purchase of such consumables. The suit seeks damages of $2.5 million for breach of contract and violation of the Robinson-Patman Act (damages for which are trebled) and seeks an injunction against further price discrimination. On December 23, 1996, Kentek's counterclaims against the Company were filed. The counterclaims allege that the Company is in breach of the contract for failing to exercise its best efforts in the sale of Kentek products and that the Company misrepresented its intentions to perform under the contract in the course of negotiations. The counterclaims seek damages and punitive damages in unspecified amounts. The Company believes that the counterclaims are without merit and intends to vigorously defend against them. 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 7, 1997 By: George L. Harwood Sr. Vice-President, Finance, Chief Financial Officer, and Secretary (Principal Financial Officer and Duly Authorized Officer)