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 26, 1997 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 the issuer's classes of common stock, as of the latest practicable date. Class of Common Stock Outstanding at February 5, 1998 $ .01 par value 7,694,183 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) Item 6. Exhibits and Reports on Form 8-K (13) Signatures (14) Index to Exhibits (15) PRINTRONIX, INC. AND SUBSIDIARIES FORM 10-Q ------------ FOR THE QUARTER ENDED DECEMBER 26, 1997 ---------------------------------------- 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 28, 1997, as filed with the Securities and Exchange Commission. PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Balance Sheets --------------------------- Assets December 26, 1997 March 28, 1997 (Derived from audited (Unaudited) financial statements) ----------------- --------------------- (In thousands) CURRENT ASSETS: Cash and cash equivalents $18,641 $12,766 Accounts receivable, net of allowances for doubtful accounts of $1,308 as of December 26, 1997 and $1,010 as of March 28, 1997 24,341 23,086 Inventories: Raw materials, subassemblies and work in process 15,991 16,253 Finished goods 2,359 3,775 ----------- ----------- 18,350 20,028 Prepaid expenses 748 792 ----------- ----------- TOTAL CURRENT ASSETS 62,080 56,672 ----------- ----------- Property and equipment, at cost: Machinery and equipment 31,995 32,690 Furniture and fixtures 18,010 13,581 Building and improvements 6,941 6,769 Leasehold improvements 2,105 2,008 ----------- ----------- 59,051 55,048 Less accumulated depreciation and amortization (35,551) (31,520) ----------- ----------- 23,500 23,528 ----------- ----------- Other assets 542 453 ----------- ----------- TOTAL ASSETS $86,122 $80,653 ======= ======= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - continued --------------------------- Liabilities and Stockholders' Equity ------------------------------------ December 26, 1997 March 28, 1997 (Derived from audited (Unaudited) financial statements) ----------------- --------------------- (In thousands) CURRENT LIABILITIES: Accounts payable $8,088 $8,621 Accrued expenses: Payroll and employee benefits 4,665 4,087 Warranty 1,636 1,536 Other 1,579 1,326 Income taxes 722 641 Environmental 214 214 ----------- ----------- TOTAL CURRENT LIABILITIES 16,904 16,425 ----------- ----------- Other long-term liabilities 720 720 ----------- ----------- TOTAL LONG-TERM LIABILITIES 720 720 ----------- ----------- STOCKHOLDERS' EQUITY: Common stock, par value $0.01 Authorized 30,000,000 shares, issued and outstanding 7,783,958 and 8,032,303 shares as of December 26, 1997 and March 28, 1997, respectively. 78 80 Additional paid-in capital 30,538 30,887 Retained earnings 37,882 32,541 ----------- ----------- Total Stockholders' Equity 68,498 63,508 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $86,122 $80,653 ======= ======= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Operations ------------------------------------- (Unaudited) Three Months Ended Nine Months Ended Dec. 26, Dec. 27, Dec. 26,Dec. 27, 1997 1996 1997 1996 (Amounts in thousands, except share data) NET SALES $42,528 $44,521 $126,983 $132,333 COST OF SALES 28,718 32,606 87,057 98,243 -------- -------- -------- -------- Gross Profit 13,810 11,915 39,926 34,090 OPERATING EXPENSES: Engineering and development 3,884 3,486 11,457 10,691 Selling, general and administrative 5,898 5,171 16,950 15,051 -------- -------- -------- -------- Total operating expenses 9,782 8,657 28,407 25,742 -------- -------- -------- -------- INCOME FROM OPERATIONS 4,028 3,258 11,519 8,348 -------- -------- -------- -------- Other income, net (570) (96) (1,287) (99) -------- -------- -------- -------- INCOME BEFORE TAXES 4,598 3,354 12,806 8,447 Provision for income taxes 69 114 896 314 -------- -------- -------- -------- NET INCOME $ 4,529 $ 3,240 $11,910 $ 8,133 ======== ======== ======== ======== EARNINGS PER SHARE: Basic $ 0.56 $ 0.41 $ 1.50 $ 1.03 Diluted $ 0.54 $ 0.39 $ 1.44 $ 0.98 ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 8,048,214 7,923,644 7,945,801 7,883,847 Diluted 8,448,505 8,285,967 8,296,862 8,294,129 ========= ========= ========= ========= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows ------------------------------------- For the Nine Months Ended: December 26, 1997 and December 27, 1996 1997 1996 (UNAUDITED) ($ IN THOUSANDS) Cash flows from operating activities: Net income $11,910 $ 8,133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,340 5,414 Loss on sales of property & equipment 69 36 Compensation expense related to restricted stock plan 1,191 918 Changes in assets and liabilities: Accounts receivable (1,255) (2,002) Inventories 1,678 1,537 Accounts payable (533) (1,291) Payroll and employee benefits 578 877 Accrued income taxes 81 174 Other assets and liabilities, net 308 263 ----------- ----------- Net cash provided by operating activities 19,367 14,059 ----------- ----------- Cash flows from investing activities: Investment in property and equipment (5,433) (7,880) Purchase of building and improvements (173) (5,777) Proceeds from disposition of equipment 225 487 ----------- ----------- Net cash used in investing activities (5,381) (13,170) ----------- ----------- See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows - continued ------------------------------------- For the Nine Months Ended: December 26, 1997 and December 27, 1996 1997 1996 (UNAUDITED) ($ IN THOUSANDS) Cash flows from financing activities: Payment of short-term debt $ -- $ (298) Proceeds from issuance of common stock 702 399 Purchase and retirement of common stock (8,813) -- Increase in long-term debt -- 5,000 ----------- ----------- Net cash provided by financing activities (8,111) 5,101 ----------- ----------- Increase in cash and cash equivalents 5,875 5,990 ----------- ----------- Cash and cash equivalents at beginning of period 12,766 6,486 ----------- ----------- Cash and cash equivalents at end of period $18,641 $12,476 =========== =========== - --------------------------------------------------------------------- Supplementary disclosures of cash flow information: Taxes paid $866 $89 Interest paid 21 214 Capital lease additions -- -- See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements ----------------------------------------------- DECEMBER 26, 1997 ------------------------- (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) Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period's presentation. 5) Statements of Financial Accounting Standards Adopted In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings per Share." This statement required dual presentation of newly defined basic and diluted earnings per share ("EPS") on the face of the income statements for all entities with complex capital structures. The accounting standard is effective for all fiscal years ending after December 15, 1997 and requires restatement of all prior period EPS presented. Earnings per share amounts for fiscal years 1998 and 1997 have been restated to give effect to the application SFAS No. 128, which was adopted by the Company in the third quarter of fiscal 1998. The effect of the restatement on earnings per share was an increase of $0.02 for fiscal 1998 and no effect on fiscal 1997. 6) Bank Borrowings and Debt Arrangements The Company ended the quarter with no outstanding debt against its unsecured lines of credit. PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements ----------------------------------------------- DECEMBER 26, 1997 ------------------------- (Unaudited) 7) 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 basic and diluted shares outstanding: Three Months Ended Nine Months Ended Dec. 26, Dec. 27, Dec. 26, Dec. 27, 1997 1996 1997 1996 Weighted average number of common shares used in basic EPS 8,048,214 7,923,644 7,945,801 7,883,847 Effect of dilutive securities: Stock options 400,291 362,323 351,062 410,282 Weighted average number of common shares used in diluted EPS 8,448,505 8,285,967 8,296,862 8,294,129 8) Capital Stock As authorized by the Board of Directors, the Company repurchased and retired 372,900 shares of common stock during the quarter at a cost of $6.3 million. Purchases of an additional 101,000 shares of common stock were made subsequent to the end of the quarter and future purchases of up to 318,600 shares of common stock may be made at the Company's discretion. 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 28, 1997 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 26, 1997 were $42.5 million, an increase of $1.7 million, or 4.3%, over last quarter and $2.0 million, or 4.5%, below the year-ago quarter. On a year-to-date basis, sales were $5.4 million, or 4.0%, lower than the first nine months of the prior fiscal year. The decrease in revenue for the first nine months of the year compared with the same period last year was primarily due to weaker markets in the Americas and Europe, partially offset by increased sales in Asia Pacific. The decrease in the Americas is due to reduced sales to the Company's larger OEM customers, partially offset by increased sales to the Company's distribution channels. The decrease in European sales is due to reduced sales to both the Company's larger OEM and distribution customers. Regionally, year-to-date sales to customers in the Americas decreased 3.1% compared with the same period of the prior year while sales to customers in Europe, Middle East, and Africa (EMEA) decreased approximately 9.1%. Revenue in Asia Pacific increased 17.4% for the first nine months of fiscal 1998 compared with the same period of the prior year. Revenue from the Company's five largest customers, which primarily represent OEM business, increased 22.4% from the prior quarter and increased 3.7% over the year-ago quarter. The increase as compared to the prior quarter was due to the historically high sales volume from the Company's largest OEM customer in the third quarter. For the first nine months of the fiscal year, sales to these customers were down $7.3 million or 10.0% over the prior year period. Order backlog at quarter-end was $12.4 million compared with $20.8 million at the end of the previous quarter and $13.4 million at the end of the third quarter for the previous fiscal year. The higher backlog at the end of the second quarter was due to orders from the Company's largest OEM customer to support its historically high sales volume in the third quarter. PRINTRONIX, INC. AND SUBSIDIARIES Gross Profit Gross profit as a percentage of sales for the quarter increased to 32.5% compared with 32.3% in the prior quarter and 26.8% in the prior year quarter. The year-to-date gross profit percentage increased to 31.4% from 25.8% for the first nine months of the fiscal year compared with the first nine months of the prior fiscal year. The higher margin on a year-to-date basis is attributable to manufacturing efficiencies and cost reductions from the successful conversion to the ProLine Series line matrix products. Operating Expenses, Other Income and Taxes Engineering expense for the quarter was 4.4% higher than the prior quarter and 11.4% higher than the prior year quarter. On a year-to- date basis, engineering expenses increased by 7.2% to $11.5 million compared with $10.7 million for the first nine months of the prior fiscal year. Selling, general, and administrative expenses increased 2.9% over the prior quarter and increased 14.1% over the prior year quarter. Year-to-date expenses increased by 12.6% to $16.9 million compared with $15.1 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 ProLine series printers and continued efforts on new product development. Other income was $0.2 million higher than the prior quarter and $0.5 million higher than the prior year quarter. On a year-to-date basis, other income increased $1.2 million. The increase in other income was due to increased interest income from higher average cash balances and increased foreign currency gains. The year-to-date income tax provision increased to $0.9 million as compared to $0.3 million in the prior year. The increase in tax provision is due to the full utilization of the California net operating loss carryforwards in the fourth quarter of fiscal 1997. The Company continues utilizing Federal net operating loss carryforwards and is required to provide only for state and foreign taxes. LIQUIDITY AND CAPITAL RESOURCES The Company ended the quarter with cash, net of short-term borrowings, of $18.6 million compared with $23.7 million last quarter and $11.4 million for the year-ago quarter. The Company's current cash position compared with the year-ago quarter results primarily from increased profitability and lower inventory levels. The higher inventory levels in the prior year supported the move of the Singapore manufacturing operations to a new facility without impacting the Company's product availability to its customers. PRINTRONIX, INC. AND SUBSIDIARIES LIQUIDITY AND CAPITAL RESOURCES - CONTINUED Investment in capital equipment for the first nine months of the fiscal year was $5.6 million compared with $13.2 million for the same period in the prior year. Prior year capital expenditures included manufacturing equipment for ProLine printer production and a new facility for Singapore manufacturing. Both the current year and prior year capital expenditures included amounts related to the Company's new business 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 September 26,1997, and in all share and per share data presented. During the quarter ended September 26, 1997, the Company completed the installation of a new business information system which is year 2000 compliant. The cost of the new business information system was capitalized and will be amortized over its useful life. The Company continues to assess the effect of the year 2000 on its operations and does not expect the impact to be significant. 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 28, 1997 and the Company's Report on Form 10Q for the period ended June 27, 1997. Item 6. Exhibits and Reports on Form 8-K ----------------------------------------------------------- (a) Exhibits. 27. Financial Data Schedule (b) Reports. No reports on Form 8-K have been filed by the Registrant for the quarterly period covered by this report. 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 9, 1998 By:/S/ George L. Harwood ------------------------------ George L. Harwood Sr. Vice-President, Finance, Chief Financial Officer, and Secretary (Principal Financial Officer and Duly Authorized Officer) PRINTRONIX, INC. AND SUBSIDIARIES Index to Exhibits to Form 10-Q --------------------------------------------------------------- DECEMBER 26, 1997 ------------------------- EXHIBIT NUMBER DESCRIPTION PAGE ------- ---------------------------- ---- 27 Financial Data Schedule Filed only with EDGAR version