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 25, 1999 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 (I.R.S. Employer of incorporation or Identification No.) organization) 17500 Cartwright P.O. Box 19559 Irvine, California 92623 (Address of principal (Zip Code) executive offices) (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 23, 1999 $0.01 par value 6,478,688 PRINTRONIX, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at June 25, 1999 and March 26, 1999 Assets (3) Liabilities and (4) Stockholders' Equity Consolidated Statements of Operations for (5) the Three Months Ended June 25, 1999 and June 26, 1998 Consolidated Statements of Cash Flows for (6) the Three Months Ended June 25, 1999 and June 26, 1998 Condensed Notes to Consolidated (8) Financial Statements Item 2. Management's Discussion and Analysis (10) of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings (15) Item 6. Exhibits and Reports on Form 8-K (15) Signatures (16) Index to Exhibits (17) PART I. FINANCIAL INFORMATION Item 1. Financial Statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Amounts in thousands) June 25,1999 March 26,1999 (Unaudited) ____________ _____________ ASSETS Current assets: Cash and cash equivalents $ 9,532 $ 11,911 Accounts receivable, net of allowance for doubtful accounts of $2,372 and $2,302 as of June 25, 1999 and March 26, 1999, respectively 24,808 23,954 Inventories: Raw materials, 12,778 13,416 subassemblies and work in process Finished goods 1,789 2,037 ___________ ___________ 14,567 15,453 Prepaid expenses 1,066 1,044 ___________ ___________ Total current assets 49,973 52,362 Property and equipment, at cost: Machinery and equipment 26,239 25,320 Furniture and fixtures 20,019 19,529 Land 8,100 8,100 Building and improvements 16,865 11,266 Leasehold improvements 1,929 1,819 ___________ __________ 73,152 66,034 Less accumulated depreciation and (33,229) (31,798) amortization ___________ ___________ 39,923 34,236 Intangible assets, net 847 908 Other assets 1,363 1,360 __________ __________ Total assets $ 92,106 $ 88,866 ========== =========== See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - continued (Amounts in thousands, except share data) June 25, 1999 March 26, 1999 (Unaudited) ____________ _____________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 13,056 $ 12,209 Accrued expenses: Payroll and 5,596 4,531 employee benefits Warranty 2,016 2,001 Other 1,195 1,512 Income taxes 1,125 97 Environmental 214 214 ___________ ___________ Total current 23,202 20,564 liabilities Minority interest in 277 283 subsidiary Other long-term 1,567 1,568 liabilities Commitments and contingencies Stockholders' equity: Common stock, par value 65 66 $0.01- Authorized 30,000,000 shares, issued and outstanding 6,491,891 and 6,583,366 shares as of June 25, 1999 and March 26, 1999, respectively Additional paid-in 27,884 28,338 capital Retained earnings 39,111 38,047 ___________ __________ Total stockholders' 67,060 66,451 equity ----------- ----------- Total liabilities and stockholders' equity $ 92,106 $ 88,866 ============ =========== 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 25, 1999 June 26, 1998 (Unaudited) ___________ ___________ Net sales $ 44,885 $ 45,703 Cost of sales 29,964 30,939 __________ ___________ Gross profit 14,921 14,764 Operating expenses: Engineering and 4,647 4,261 development Sales and marketing 4,535 4,099 General and 2,392 2,455 administrative __________ _________ Total operating expenses 11,574 10,815 ---------- --------- Income from 3,347 3,949 operations Minority interest in loss of 6 4 subsidiary Other income, net 227 201 ___________ __________ Income before provision for income 3,580 4,154 taxes Provision for income taxes 1,180 850 ____________ _____________ Net income $ 2,400 $ 3,304 ============ ============= Net income per common share Basic $ 0.37 $ 0.44 Diluted $ 0.36 $ 0.43 ============ ============= Weighted average common shares Basic 6,536,853 7,448,073 Diluted 6,702,957 7,740,391 ============ ============= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Amounts in thousands) Three Months Ended June 25, 1999 June 26, 1998 (Unaudited) ______________ ______________ Cash flows from operating activities: Net income $ 2,400 $ 3,304 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,804 1,865 Compensation expense related to -- 236 restricted stock plan Loss (gain) on sale of equipment 42 (80) Minority interest (6) (4) Changes in assets and liabilities: Accounts receivable (854) 2,584 Inventories 886 1,046 Other assets 36 411 Accounts payable 847 (183) Payroll and employee benefits 1,065 673 Accrued income taxes 1,028 663 Other liabilities (303) (127) ________ ________ Net cash provided by operating 6,945 10,388 activities Cash flows from investing activities: Purchase of property and (2,060) (1,765) equipment Construction of new building (5,534) -- Proceeds from disposition of 61 252 equipment __________ ___________ Net cash used in investing (7,533) (1,513) activities See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows - continued (Amounts in thousands) Three Months Ended June 25, 1999 June 26, 1998 (Unaudited) ______________ _____________ Cash flows from financing activities: Repurchase and retirement of common (1,964) (6,668) stock Proceeds from the exercise of stock 173 181 options ____________ ____________ Net cash used in financing (1,791) (6,487) activities Net (decrease) increase in cash and (2,379) 2,388 cash equivalents Cash and cash equivalents at 11,911 10,264 beginning of period ------------ ------------- Cash and cash equivalents at end of $ 9,532 $ 12,652 period ============ ============= Supplementary disclosures of cash flow information Income taxes paid $ 134 $ 255 Interest paid $ 4 $ -- See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements JUNE 25, 1999 (Unaudited) 1) Basis of Presentation The unaudited consolidated financial statements included herein have been prepared by Printronix, Inc. (the "Company"), 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, the Company believes 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 to present fairly the financial position and results of operations 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 the Company's latest Annual Report on Form 10-K for the fiscal year ended March 26, 1999, as filed with the Securities and Exchange Commission. The results of operations for such interim periods are not necessarily indicative of the results for the full year. Certain amounts from the prior year consolidated financial statements have been reclassified to conform to the current year presentation. 2) 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 JUNE 25, 1999 (Unaudited) 3) Earnings per Share The number of shares used in computing diluted earnings per share equals the total of the weighted-average number of common shares outstanding during the periods presented plus the dilutive effect of stock options. The dilutive effect of stock options represents 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 reduction in the number of shares outstanding from 1998 to 1999 is due to the Company's authorized share repurchase program (See Note 4). The following table shows the calculation for basic and diluted shares outstanding: Three Months Ended June 25, June 26, 1999 1998 ____________ ____________ Basic weighted-average common shares 6,536,853 7,448,073 outstanding Effect of dilutive stock 166,104 292,318 options ----------- ----------- Diluted weighted-average common shares 6,702,957 7,740,391 outstanding =========== =========== 4) Common Stock As authorized by the Board of Directors, the Company repurchased and retired 145,000 shares of common stock during the quarter at prices ranging from $11.37 to $15.12 per share, at a cost of $2.0 million. Purchases of an additional 24,100 shares of common stock were made subsequent to the end of the quarter and future purchases of up to 823,500 shares of common stock may be made at the Company's discretion. PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PRINTRONIX, INC. AND SUBSIDIARIES FORWARD-LOOKING STATEMENTS Certain statements contained in this filing may be considered forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which provides a "safe harbor" for these types of statements. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects upon the Company. These forward-looking statements are subject to certain risks and uncertainties, including those identified below, which could cause actual results to differ materially from historical results or those anticipated. Terms such as "objectives," "believes," "expects," "plans," "intends," "estimates," "anticipates," and variations of such words and similar expressions are intended to identify such forward looking statements. Among these risks and uncertainties are the impact of the Year 2000, the market's acceptance of the Company's existing products, the Company's ability to develop new products that meet customers' needs, the timing of the release of new products, competitors' introduction of new technologies and products offering improved features and functionality, and political and economic uncertainties in emerging growth markets throughout the world. RESULTS OF OPERATIONS Revenues Consolidated revenues for the first quarter ended June 25, 1999, were $44.9 million, a decrease of 1.8% compared to the same period last year. The decrease is the result of the Company's largest customer converting to direct shipment in the U.S., effective July 1999. As a result of this conversion, the customer no longer needs to maintain any U.S. inventory. Therefore, sales to it during the quarter were lower than usual as it depleted its existing inventory. Direct shipment provides quick, just in time delivery to the end user, reduces the amount of inventory in the total supply chain, and couples the Company's orders directly to end user demand. Conversion to direct shipment means this customer will no longer need to place orders for U.S. shipments in advance for the upcoming quarter. To date, the majority of the Company's customers have converted to just in time delivery and direct shipment, so that order backlog is no longer an indicator of future sales. At the end of the first quarter, backlog was $7.7 million. Excluding this one time event, first quarter revenue increased over the same period last year due to increased sales in Americas Distribution, EMEA and Asia Pacific, where sales where up 36.3%. In comparison to the prior quarter, revenue decreased 3.3% due to lower sales to the Americas and seasonality in Asia Pacific, slightly offset by higher sales to EMEA and by RJS. Sales to the Americas were $24.6 million, a decrease of 9.0% compared to the year-ago quarter and a decrease 4.6% compared to the previous quarter. Sales to Americas Distribution increased over the prior year quarter; however, this increase was offset by the decrease in Americas OEM, due to the conversion of the Company's largest customer to direct shipment. EMEA sales were $16.0 million, an increase of 4.5% compared to the same period last year and 0.9% compared to the previous quarter. Sales to Asia Pacific were $3.5 million, an increase of 36.3% compared to the same quarter last year and a decrease of 15.0% compared to the previous quarter. The increase in sales compared to the prior year quarter is due to the improved economics in the region. The decrease in sales from the previous quarter is the result of seasonal buying trends in the Asia Pacific market. Sales by RJS remained relatively flat at $0.8 million. Line matrix revenue for the first quarter was $37.0 million, a 4.0% decrease compared to the same period last year and a 3.5% decrease compared to the previous quarter. The decrease compared to the prior year and prior quarter was the result of the conversion to direct shipment by the Company's largest customer. Thermal sales for the current quarter were $1.3 million, an increase of 28.1% compared to the same period last year, and an increase of 1.7% compared to the previous quarter. Laser sales were $5.7 million for the first quarter, an increase of 8.0% over the same period last year and a decrease of 5.5% compared to the previous quarter. Sales by channel were 44% OEM and 56% distribution, as compared to 42% and 58% last quarter. A year ago, sales were 51% OEM and 49% distributors. The growth in the distribution channel business is primarily due to adding new channel partners, and more effective sales and marketing programs. Sales to the largest customer, IBM, represented 28.5% of the total sales for the three months ended June 25, 1999, compared to 31.5% and 27.9% for the same period last year and the previous quarter, respectively. Sales to IBM were impacted by their conversion to direct shipment. Excluding this one time event, sales to IBM were up approximately 6%. Sales to the second largest customer represented 8.4% of the total sales for the first quarter compared to 8.1% and 9.7% for the same period last year and the previous quarter, respectively. Gross Profit Gross profit for the quarter ended June 25, 1999, was 33.2% of sales compared to 32.3% for the same quarter last year and 33.9% for the prior quarter. The increase over the same quarter last year was attributable to manufacturing efficiencies and cost reductions achieved over the past year. The decrease compared to the prior quarter was due to the reduction in production volumes. Operating Expenses, Other Income and Taxes Operating expenses consist of engineering and development, sales and marketing, and general and administrative costs. For the three months ended June 25, 1999, total operating expenses were $11.6 million compared to $10.8 million for the same period a year ago. For the current quarter, engineering and development expenses were $4.6 million, an increase of 9.1% compared to the same quarter for 1998. As a percentage of sales, engineering and development expenses were 10.4% for the current quarter and 9.3% for the same quarter last year. Higher engineering and development expenses over the prior fiscal year reflect the Company's commitment to product development of the Printronix ThermaLine, P5000 series line matrix and LaserLine industrial strength printers, as well as higher salaries required to stay competitive in hiring and retaining engineering personnel. Sales and marketing expenses increased 10.6% to $4.5 million compared to the same period a year ago. Sales and marketing expenses were 10.1% of sales compared to 9.0% of sales for the same period last year. The increase in spending was due to global expansion of sales coverage and marketing capabilities. General and administrative expenses decreased slightly to $2.4 million for the current quarter compared to $2.5 million for the prior year quarter. As a percentage of sales, general and administrative expenses for the current quarter were 5.3% compared to 5.4% for the same quarter in 1998. Other income increased 12.9% for the three months ended June 25, 1999, compared to the same period a year ago, primarily due to foreign currency remeasurement gains in 1999 compared to losses in 1998. The income tax provision increased to $1.2 million from $0.9 million for the same quarter last year. In prior fiscal years, the Company had net operating loss carryforwards and had been paying minimal income taxes. During the fiscal year 1999, the Company fully utilized the net operating loss carryforwards it had enjoyed in prior years. The effective tax rate for fiscal year 1999 was 20%. The Company estimates that its fully taxed rate will be 33% for fiscal year 2000. LIQUIDITY AND CAPITAL RESOURCES The Company ended the quarter with cash and cash equivalents of $9.5 million compared to $11.9 million in the previous quarter. The Company's current cash position compared to the previous quarter reflects expenditures for the construction of the new corporate headquarters in Irvine, which totaled $5.5 million. In addition, the Company repurchased and retired 145,000 shares of Printronix common stock at an average share price of $13.57, totaling $2.0 million. Inventories decreased due to the Company's continued improvement in its just in time manufacturing system. The Company's increased manufacturing efficiencies have reduced the time from order to shipment, which in turn, has enabled the Company to attain lower inventory levels. 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 This Year 2000 Readiness Disclosure Statement is made in accordance with the "Year 2000 Information and Readiness Disclosure Act" of the United States of America. The Company's products are inherently Year 2000 compliant. No Printronix printer or Printronix printer application software performs relative date calculations using internal clocks. Such clocks are not necessary for the printer to operate because the printer is only concerned with converting host data into printed images. Therefore, all Printronix products are Year 2000 compliant. The Company is the majority shareholder of RJS Systems International ("RJS"), a manufacturer of bar code scanning and print quality verification devices. RJS reports that none of its products perform date calculations or contains a cloak. However, one product, Autoscan II, is shipped together with a personal computer manufactured by a third party. The computer operates under the DOS operating system. Accordingly, at the turn of the century, the date on the computer will revert to 1980. This has no effect on the operation of the Autoscan II product, other than to indicate the wrong date on the printouts of scanning results. The problem is easily corrected by entering the correct date using the DOS "Date" command. The Company has completed an assessment of the impact of the Year 2000 on its information systems and hardware. The assessment phases of the Company's information system and hardware included the identification of the systems or processes to be reviewed, evaluation of current systems or processes, risk assessment and development of contingency plans. The scope of the assessment addressed the information technology systems, such as the accounting and financial reporting systems, mainframe computers, personal computers and the distributed network, and also addressed the non-information technology systems, such as facilities, plant equipment, lab and test equipment, distribution systems, security systems, communication systems, key services provided by third parties, and key suppliers and customers. The Company has partially completed an assessment of the impact on its significant business partners and expects to finish the assessment by fall 1999. The assessment includes inquiries of key suppliers and customers related to their own Year 2000 issues. The Company's objective is to be fully Year 2000 compliant for all business critical systems by fall 1999 and to develop contingency plans in the event it fails to complete its Year 2000 projects. To date, the Company has not had to accelerate the replacement of systems due to Year 2000 issues. The Company's business critical operating system, accounting and financial reporting systems, including manufacturing and sales, were converted to a certified Year 2000 compliant enterprise wide software package in August 1997, with the exception of the customer service and fixed asset systems. The fixed assets system was converted in April 1999, and the customer service system is expected to be compliant by fall 1999. The Company is planning to move the Irvine operations from the current buildings to a new facility in October 1999. All building systems are being selected to be Year 2000 compliant. These systems include telephone, elevator, security, HVAC, utilities, lighting, fire control and parking. Based upon its assessment and the suppliers' and customers' representations, the Company believes the systems of its key suppliers and customers are either Year 2000 compliant or will be made so by fall 1999. The Company believes the most significant Year 2000 compliance risk is that the key customers, suppliers and third party service providers may fail to complete their remediation efforts in a timely manner particularly in areas outside the United States where less attention is given to Year 2000 compliance. Any significant disruption of business with key customers, suppliers and third party service providers could have a material adverse impact on the Company's revenues, income, cash flows or financial condition. Contingency plans addressing these issues are expected to be complete by fall 1999. In fiscal 1999 and 1998, the cost of Year 2000 assessment efforts and remediation projects was not material and was funded from current operations. Future expenditures are not expected to be material and will continue to be funded from operations. PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qaulitative Disclosure About Market Risk PRINTRONIX, INC. AND SUBSIDIARIES MARKET RISK The United States dollar is the functional currency for all of the Company's foreign sudsidiaries. For these subsidaries, the assets and liabilities have been remeasured at the end of the period exchange rates, except inventories and property and equipment which have been remeasured at historical rates. The statements of operations have been remeasured at average rates of exchange for the period, except cost of sales and depreciation which have been remeasured at historical rates. The Company's Singapore operation may be impacted by foriegn currency fluctuations. The Company is not aware of any significant risks with respect to its foreign business other than those inherent in the competitive nature of the business and fluctuations in foreign currency exchange rates. The impact of foreign currency flucuations has not been material to the Company. PART II. OTHER INFORMATION PRINTRONIX, INC. AND SUBSIDIARIES Item 1. Legal Proceedings See "Item 3. Legal Proceedings" reported in Part I of the Company's Report on Form 10-K for the fiscal year end March 26, 1999. 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 9, 1999 By: 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 25, 1999 EXHIBIT NUMBER DESCRIPTION PAGE 27 Financial Data Filed only with EDGAR Schedule version