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 June 26, 1998 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) (949) 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 July 24, 1998 $0.01 par value 7,222,444 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 JUNE 26, 1998 ------------------------------------ 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 27, 1998, as filed with the Securities and Exchange Commission. PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Balance Sheets --------------------------- Assets (Amounts in thousands) June 26, 1998 March 27, 1998 (Unaudited) ------------ --------------- Current Assets: Cash and cash equivalents $12,652 $10,264 Accounts receivable, net of allowances for doubtful accounts of $2,228 and $1,920 as of June 26, 1998 and March 27, 1998, respectively 24,155 26,739 Inventories: Raw materials, subassemblies and work in process 14,526 15,782 Finished goods 2,036 1,826 ----------- ----------- 16,562 17,608 Prepaid expenses 626 1,015 ----------- ----------- Total current assets 53,995 55,626 ----------- ----------- Property and equipment, at cost: Machinery and equipment 33,167 32,740 Furniture and fixtures 18,715 18,435 Land 8,100 8,100 Building and improvements 7,053 7,046 Leasehold improvements 2,127 2,104 ----------- ----------- 69,162 68,425 Less-accumulated depreciation and amortization (38,168) (37,159) ----------- ----------- 30,994 31,266 ----------- ----------- Intangible assets, net 1,106 1,166 Other assets 844 806 ----------- ----------- Total assets $86,939 $88,864 =========== =========== See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - continued --------------------------- Liabilities and Stockholders' Equity ------------------------------------ (Amounts in thousands, except share data) June 26, 1998 March 27, 1998 (Unaudited) ------------ --------------- Current Liabilities: Accounts payable $9,805 $9,988 Accrued expenses: Payroll and employee benefits 5,263 4,590 Warranty 1,681 1,681 Other 1,299 1,385 Income taxes 1,423 760 Environmental 214 214 ----------- ----------- Total current liabilities 19,685 18,618 Other long-term liabilities 964 1,009 Commitments and contingencies Stockholders' Equity: Common stock, par value $0.01- Authorized 30,000,000 shares, issued and outstanding 7,281,597 and 7,649,901 shares as of June 26, 1998 and March 27, 1998, respectively 73 77 Additional paid-in capital 28,826 30,054 Retained earnings 37,391 39,106 ----------- ----------- Total stockholders' equity 66,290 69,237 ----------- ----------- Total liabilities and stockholders' equity $86,939 $88,864 ======= ======= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Operations ------------------------------------- (Amounts in thousands, except share data) Three Months Ended June 26, June 27, 1998 1997 (Unaudited) -------- -------- Net sales $45,703 $43,667 Cost of sales 30,939 30,743 ---------- ---------- Gross profit 14,764 12,924 Operating expenses: Engineering and development 4,261 3,851 Sales and marketing 4,099 3,612 General and administrative 2,455 1,710 ---------- ---------- Total operating expenses 10,815 9,173 ---------- ---------- Income from operations 3,949 3,751 Other income, net (205) (313) ---------- ---------- Income before provision for income taxes 4,154 4,064 Provision for income taxes 850 425 ---------- ---------- Net income $ 3,304 $ 3,639 ========== ========== Net income per common share Basic $ 0.44 $ 0.46 Diluted $ 0.43 $ 0.45 ========== ========== Weighted average common shares Basic 7,448,073 7,903,278 Diluted 7,740,391 8,153,606 ========== ========== See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows ------------------------------------- (Amounts in thousands) Three Months Ended June 26, June 27, 1998 1997 (Unaudited) -------- -------- Cash flows from operating activities Net income $3,304 $3,639 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,865 2,009 Compensation expense related to restricted stock plan 236 397 (Gain) on sale of equipment (80) (18) Changes in assets and liabilities: Accounts receivable 2,584 (222) Inventories 1,046 1,254 Accounts payable (183) 1,186 Payroll and employee benefits 673 852 Accrued income taxes 663 412 Other 280 381 ----------- ----------- Net cash provided by operating activities 10,388 9,890 ----------- ----------- Cash flows from investing activities Purchases of property and equipment (1,765) (2,068) Purchase of building and improvements -- (35) Proceeds from disposition of equipment 252 132 ----------- ----------- Net cash used in investing activities (1,513) (1,971) ----------- ----------- See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows - continued --------------------------------------------- (Amounts in thousands) Three Months Ended June 26, June 27, 1998 1997 (Unaudited) -------- -------- Cash flows from financing activities Repurchase and retirement of common stock ($6,668) ($2,252) Proceeds from issuance of common stock 181 32 ----------- ----------- Net cash used in financing activities (6,487) (2,220) ----------- ----------- Increase in cash and cash equivalents 2,388 5,699 ----------- ----------- Cash and cash equivalents at beginning of period 10,264 12,766 ----------- ----------- Cash and cash equivalents at end of period $12,652 $18,465 =========== =========== - ------------------------------------- Supplementary disclosures of cash flow information Taxes paid $255 $114 Interest paid $ -- $ 21 See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements ----------------------------------------------- JUNE 26, 1998 ------------- (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) Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period's presentation. 3) Bank Borrowings and Debt Arrangements The Company ended the quarter with no outstanding debt against its unsecured lines of credit. 4) Earnings per Share The number of shares used in computing earnings per share equals the total of the weighted average number of common 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 June 26, June 27, 1998 1997 Basic weighted-average common shares outstanding 7,448,073 7,903,278 Effect of dilutive stock options 292,318 250,328 --------- --------- Diluted weighted-average common shares outstanding 7,740,391 8,153,606 ========= ========= PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements ----------------------------------------------- JUNE 26, 1998 ------------- (Unaudited) 5) Common Stock As authorized by the Board of Directors, the Company repurchased and retired 417,000 shares of common stock during the quarter at prices ranging from $14.81 to $17.00 per share, at a cost of $6.7 million. Purchases of an additional 130,000 shares of common stock were made subsequent to the end of the quarter and future purchases of up to 711,600 shares of common stock may be made at the Company's discretion. 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 27, 1998 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 June 26, 1998 increased $2.0 million over the same quarter in the prior year and $2.3 million compared with the prior quarter, an increase of 5% over both quarters. Sales in the current quarter increased compared with the prior year quarter due to increased sales to the Company's largest customer and sales from the Company's subsidiary, RJS, which was acquired in January 1998. The sales increase compared with the prior quarter was due to sales to the Company's largest customer and increased sales by RJS, partially offset by declines in sales to certain distribution customers. Americas (North, Central, and South Americas) sales ended the quarter at $27.6 million, compared to $25.1 million last quarter and $25.4 million in the year-ago quarter. EMEA (Europe, Middle East, and Africa) sales for the quarter increased to $15.4 million compared to $15.1 million in the previous quarter and remained flat compared to the year-ago quarter. Sales to the Asia Pacific market decreased to $2.7 million in the current quarter compared to $3.2 million in the previous quarter and $2.9 million in the same quarter in the previous year. Despite the generally slow Asia Pacific market conditions, sales to China and India remain strong. Sales to OEM customers for the quarter increased to $23.4 million as compared to $19.5 million in the previous quarter and $22.8 in the same quarter in the previous year. Sales to distributors were $22.3 million for the quarter compared to $23.9 in the previous quarter and $20.9 million in the same quarter in the previous year. Sales to OEM customers increased in the current quarter due to increased sales to the Company's largest customer. PRINTRONIX, INC. AND SUBSIDIARIES Revenues and Backlog - Continued Sales to the largest customer, IBM, represented 31% of total sales for the first quarter as compared to 23% in the previous quarter and 29% in the year-ago quarter. Sales to the second largest customer represented 8% of total sales for the quarter as compared to 11% in the previous quarter and 8% in the year-ago quarter. Order backlog at quarter-end was $6.6 million compared to $16.1 million at the end of the previous quarter and $14.0 million at the end of the year-ago quarter. June 26, 1998 backlog levels reflect orders placed for only a portion of the second quarter of fiscal 1999 by the Company's largest customer. Another factor contributing to the decreased backlog, to a lesser degree, is other customers increasing reliance on the Company's ability to ship with ever decreasing lead times. Gross Profit Gross profit as a percentage of sales for the quarter remained flat at 32.3% compared with the previous quarter and increased from 29.6% in the year-ago quarter. The increase in gross margin over the year-ago quarter was due to manufacturing efficiencies and cost reductions achieved over the past year, partially offset by reduced prices. Operating Expenses and Other Income and Taxes Engineering expenses for the quarter increased to $4.3 million as compared to $4.2 million in the previous quarter. Engineering expenses increased 11%, or $0.4 million, from $3.9 million in the year- ago quarter. As a percent of sales, engineering and development expenses remained constant at approximately 9% for both the current and year-ago quarter but decreased from approximately 10% in the prior quarter. Current Engineering spending reflects the Company's commitment to continuous improvement of the Printronix P5000 Series line matrix, LaserLine and ThermaLine industrial strength printers. Sales and marketing expenses increased $0.2 million to $4.1 million for the current quarter as compared to the previous quarter and increased $0.5 million, or 13%, compared with the same quarter in the previous year. As a percent of sales, sales and marketing expenses remained flat at approximately 9% for the current quarter compared with the previous quarter but increased from 8% in the year-ago quarter. The increase in sales and marketing expenses over the year- ago quarter was due to increased sales coverage and marketing emphasis on developing the Americas, Europe, Middle East, and Asia Pacific markets. PRINTRONIX, INC. AND SUBSIDIARIES Operating Expenses and Other Income and Taxes -Continued General and administrative expenses increased to $2.5 million compared with $2.3 million in the prior quarter and $1.7 million in the prior year quarter. As a percent of sales, general and administrative expenses remained flat at 5% compared with the prior quarter and increased from 4% in the prior year quarter. General and administrative expenses increased compared with the prior year quarter as a result of increased provision for bad debts, increased depreciation expense related to the Company's new information system and increased administrative labor. The income tax provision increased to $0.9 million compared to a tax benefit of $0.1 million in the previous quarter and a provision of $0.4 million in the year-ago quarter. The Company has net operating loss carryforwards and has been paying minimal income taxes. These carryforwards are expected to be fully utilized during the current fiscal year. The Company estimates that its effective income tax rate for fiscal year 1999 will be approximately 20% and has increased the quarterly provision accordingly. Once the net operating loss carryforwards are fully utilized, the Company estimates its world-wide effective tax rate will be approximately 30%. The prior quarter's income tax benefit was due to the tax effect of a one-time write-off of in-process engineering expenses related to the acquisition of RJS. LIQUIDITY AND CAPITAL RESOURCES The Company ended the quarter with cash and cash equivalents of $12.7 million compared to $10.3 million last quarter. The current cash position includes the purchase and retirement of 417,000 shares of Printronix common stock at an average share price of $15.99, totaling $6.7 million for the quarter, funded by current operating activity. 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. Year 2000 Considerations During fiscal 1998, the Company completed the implementation of a year 2000 compliant enterprise-wide information system. The Company has also initiated an assessment project, both within the Company and with its business partners, which addresses those other significant systems that may have year 2000 compliance issues. The Company presently believes that with the implementation of the new system and modification to existing software, year 2000 compliance will not pose a significant operational challenge for the Company and the future costs to the Company will not be material. However, if these modifications are not completed on a timely basis, including implementation by its business partners, the Company's financial position, results of operations, and cash flows may materially and adversely be affected. 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 27, 1998. 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: August 7, 1998 By: 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 ----------------------------------------------- JUNE 26, 1998 ----------------- EXHIBIT NUMBER DESCRIPTION PAGE ------- ------------------------------- ----- 27 Financial Data Schedule Filed only with EDGAR version