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 September 24, 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 of (I.R.S. Employer Identification No.) incorporation or organization) 14600 Myford Road Irvine, California 92606 (Address of principal executive offices) (Zip Code) (714) 368-2300 (Registrant's telephone number, including area code) 17500 Cartwright P.O. Box 19559 Irvine, California 92623 (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 October 22, 1999 $0.01 par value 6,329,626 PRINTRONIX, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of September 24, 1999 and March 26, 1999 Assets (3) Liabilities and Stockholders' Equity (4) Consolidated Statements of Operations for (5) the Three and Six Months Ended September 24, 1999 and September 25, 1998 Consolidated Statements of Cash Flows for (6) the Six Months Ended September 24, 1999 and September 25, 1998 Condensed Notes to Consolidated Financial (8) Statements Item 2. Management's Discussion and Analysis of (10) Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings (16) Item 4. Submission of Matters to a Vote of Security (16) Holders Item 5. Other Matters (16) Item 6. Exhibits and Reports on Form 8-K (16) Signatures (17) Index to Exhibits (18) PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Amounts in thousands) September 24, 1999 March 26, 1999 (Unaudited) --------------- --------------- ASSETS: Current assets: Cash and cash equivalents $ 9,046 $ 11,911 Accounts receivable, net of allowancee for doubtful accounts of $2,485 and $2,302 as of September 24, 1999 and March March 26, 1999, respectively 21,020 23,954 Inventories: Raw materials, subassemblies and work in process 14,144 13,416 Finished goods 1,573 2,037 ------ ------ 15,717 15,453 Prepaid expenses 937 1,044 ------- ------- Total current assets 46,720 52,362 ------- ------- Property, plant and equipment, at cost: Machinery and equipment 27,117 25,320 Furniture and fixtures 20,499 19,529 Land 8,100 8,100 Building and improvements 21,993 11,266 Leasehold improvements 1,943 1,819 ------- ------- 79,652 66,034 Less accumulated depreciation and amortization (34,432) (31,798) -------- -------- 45,220 34,236 Intangible assets, net 784 908 Other assets 1,410 1,360 -------- -------- Total assets $ 94,134 $ 88,866 ======== ======== See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - continued (Amounts in thousands, except share data) September 24, 1999 March 26, 1999 (Unaudited) --------------- --------------- LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Short-term debt $ 3,500 $ - Accounts payable 11,727 12,209 Accrued expenses: Payroll and employee benefits 5,298 4,531 Warranty 2,016 2,001 Other 1,060 1,512 Income taxes 428 97 Environmental 214 214 ------- ------- Total current liabilities 24,243 20,564 ------- ------- Other long-term liabilities 1,674 1,568 Minority interest in subsidiary 269 283 Commitments and contingencies - - Stockholders' equity: Common stock, par value $0.01- Authorized 30,000,000 shares, issued and outstanding 6,370,408 and 6,583,366 shares as of September 24, 1999 and March 26, 1999, respectively 64 66 Additional paid-in caoital 28,809 28,338 Retained earnings 39,075 38,047 ------- ------- Total stockholders' equity 67,948 66,451 ------- ------- Total liabilities and stockholders' equity $ 94,134 $ 88,866 ======= ======= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Amounts in thousands, except per share data) Three Months Six Months Ended Ended -------------------- ------------------ Sept. 24 Sept. 25 Sept. 24 Sept. 25 1999 1998 1999 1998 (Unaudited) (Unaudited) --------- --------- --------- --------- Net Sales $ 45,279 $ 41,728 $ 90,164 $ 87,431 Cost of sales 30,264 28,198 60,228 59,137 ------- ------- ------- ------- Gross profit 15,015 13,530 29,936 28,294 Operating expenses: Engineering and development 4,943 4,342 9,590 8,603 Sales and marketing 4,608 3,883 9,143 7,982 General and administrative 2,334 2,201 4,726 4,656 ------- ------- ------- ------- Total operating expense 11,885 10,426 23,459 21,241 Income from operations 3,130 3,104 6,477 7,053 Other income, net 46 280 273 481 ------- ------- ------- ------- Income before minority interest and provision for income taxes 3,176 3,384 6,750 7,534 Provision for income taxes 1,051 655 2,231 1,505 Minority interest in loss of subsidiary (8) (6) (14) (10) ------- ------- ------- ------- Net income $ 2,133 $ 2,735 $ 4,533 $ 6,039 ======= ======= ======= ======= Net income per common share: Basic $ 0.33 $ 0.38 $ 0.70 $ 0.83 Diluted $ 0.32 $ 0.37 $ 0.67 $ 0.80 ======= ======= ======= ======= Weighted average common shares: Basic 6,467 7,164 6,493 7,306 Diluted 6,767 7,387 6,732 7,564 ======= ======= ======= ======= See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Amounts in thousands) Six Months Ended ------------------------- Sept. 24 Sept. 25 1999 1998 (Unaudited) ---------- ---------- Cash flows from operating activities: Net income $ 4,533 $ 6,039 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,699 3,809 Loss on sale of equipment 136 86 Minority interest (14) (11) Changes in assets and liabilities: Accounts receivable 2,935 4,659 Inventories (264) 1,285 Other assets 57 - Accounts payable (482) (670) Payroll and employee benefits 767 900 Accrued income taxes 1,745 1,003 Other liabilities (438) 53 ------- ------- Net cash provided by operating activities 12,674 17,153 Cash flows from investing activities: Purchase of property and equipment (4,223) (3,159) Construction of new building (10,584) (456) Proceeds from disposition of equipment 111 282 ------- ------- Net cash used in investing activities (14,696) (3,333) ------- ------- See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows - continued (Amounts in thousands) Six Months Ended ------------------------ Sept. 24 Sept. 25 1999 1998 (Unaudited) --------- --------- Cash flows from financing activities: Proceeds from the issuance of debt $ 3,500 $ - Repurchase and retirement of common stock (4,825) (12,554) Proceeds from the exercise of stock options 482 512 ------- ------- Net cash used in financing activities (843) (12,042) Net (decrease) increase in cash and cash equivalents (2,865) 1,778 Cash and cash equivalents at beginning of period 11,911 10,264 ------- ------- Cash and cash equivalents at end of period $ 9,046 $ 12,042 ======= ======= - ------------------------------------------ Supplementary disclosures of cash flow information Income taxes paid $ 538 $ 743 Interest paid $ 30 $ - See accompanying notes to consolidated financial statements PRINTRONIX, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements SEPTEMBER 24, 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 in the prior period financial statements have been reclassified to conform to the current period's presentation. 2) Bank Borrowings and Debt Arrangements The Company ended the quarter with borrowings of $3.5 million against its unsecured lines of credit. The borrowing was to finance the completion of the new corporate facility in Irvine. 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 and yearly 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 Six Months Ended ------------------- ------------------- Sept. 24 Sept. 25 Sept. 24 Sept. 25 1999 1998 1999 1998 --------- --------- --------- --------- Basic weighted-average common shares outstanding 6,466,701 7,164,310 6,493,076 7,306,191 Effect of dilutive stock options 300,472 222,404 238,721 257,646 --------- --------- --------- --------- Diluted weighted-average common shares outstanding 6,767,173 7,386,714 6,731,797 7,563,837 ========= ========= ========= ========= 4) Common Stock As authorized by the Board of Directors, the Company repurchased and retired 162,100 shares of common stock during the second quarter at prices ranging from $14.06 to $24.56 per share, at a cost of $2.8 million. Purchases of an additional 43,300 shares of common stock were made subsequent to the end of the quarter and future purchases of up to 642,200 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 FORWARD-LOOKING STATEMENTS Except for historical information, this report contains "forward- looking statements" about Printronix, within the meaning of the Private Securities Reform Act of 1995. Terms such as "objectives," "believes," "expects," "plans," "intends," "estimates," "anticipates," and variations of such words and similar expressionsare 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: the impact of issues related to the Year 2000; adverse business conditions and a failure to achieve growth in the computer 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; 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 attract and retain key personnel; 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. RESULTS OF OPERATIONS Revenues Consolidated revenues for the three months ended September 24, 1999, were $45.3 million, an increase of $3.6 million, or 8.5%, compared to the same period a year ago. The increase was due to strong sales in EMEA (Europe, Middle East, and Africa) and in Asia Pacific. EMEA sales increased 13.7% to $15.8 million compared to the year ago quarter. Sales to the Asia Pacific market increased 50.0% to $4.1 million compared to the same quarter a year ago. The growth in the Asia Pacific market for the current quarter is from sales into the ASEAN countries with growth coming from almost every country, and also from China. Sales in the Americas were essentially flat from the year ago quarter at $24.4 million. Americas Distribution increased 12.1% over the prior year quarter as a result of the additional channel partners added over the last several years and the continued success of the Company's Major Accounts Development Program; however, this was offset by a decrease in sales to Americas OEMs. RJS sales increased 40.5%, to $1.0 million compared to the same period last year. For the six months ended September 24, 1999, revenues were $90.2 million, a $2.7 million increase compared to the same period last year. Sales in EMEA and Asia Pacific increased by 8.9% and 43.3%, respectively, compared to the same period a year ago. This increase was offset by a $2.4 million decrease in the Americas. This decrease was caused by a one time event 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 first 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 current quarter, sales by channel were 44% OEM and 56% distribution compared to 47% OEM and 53% distribution for the same quarter last year. Sales to OEM customers and distributors increased 1.8% and 13.7%, respectively, compared to the same quarter a year ago. For the six months ended September 24, 1999, sales by channel were 44% OEM and 56% distribution compared to 49% OEM and 51% distribution for the same period last year. Sales to OEM customers decreased 8.1% over the same period last year, while sales to distributors increased 14.0%. The decrease in sales to OEM customers is the result of the one time event of the Company's largest customer converting to direct shipment in the U.S. The growth in distribution for both the three and six months ended September 24, 1999 was primarily due to adding new channel partners, the success of the Major Accounts program and more effective sales and marketing programs. Line matrix sales for the second quarter were $37.5 million, an 8.1% increase compared to the year ago quarter. Thermal sales were $1.2 million, an increase of 28.1% compared to the same quarter last year. Laser sales were $5.6 million, an increase of 3.7% over the same period last year. Line matrix sales for the six months ended September 24, 1999, were $74.5 million, a 1.7% increase compared to the same period a year ago. The increase was minimal due to the negative effect of the Company's largest customer converting to direct shipment. Thermal sales were $2.6 million, an 28.1% increase compared to the same period last year. Laser sales were $11.3 million, a 5.9% increase compared to the same period a year ago. For the second quarter, sales to the largest customer, IBM, represented 30.6% of the total sales, compared to 30.4% in the year ago quarter. Sales to IBM grew 8.9% over the year ago quarter. Sales to the second largest customer represented 7.7% of total sales for the current quarter, compared to 9.1% in the year ago quarter. Sales to other OEMs were lower than the prior year, primarily due to two large contracts in the year ago quarter. For the six months ended September 24, 1999, sales to IBM represented 29.5% of total sales, compared to 31.0% of total sales for the same period last year. Sales to the second largest customer represented 8.0% of total sales for the period as compared to 8.6% in the year ago period. Gross Profit The current quarter's gross profit was 33.2%, up from 32.4% a year ago. The gross profit for the six months ended September 24, 1999 was 33.2%, up from 32.4% last year. The improved performance over the prior year was due to higher volumes, manufacturing efficiencies and cost reductions. Operating Expenses, Other Income and Taxes Operating expenses consist of engineering and development, sales and marketing, and general and administrative costs. For the three and six months ended September 24, 1999, total operating expenses increased 14.0% and 10.4%, respectively, compared to the same periods last year. Additional engineering and development spending reflects continued work on the ThermaLine 5000 (T5000) product family introduced at the Scan Tech trade show in October. Increased spending was also due to higher salaries required to stay competitive in hiring and retaining engineering personnel. The higher sales and marketing expenses over last year are primarily due to the implementation of new sales and marketing programs and the increased number of regional sales offices. For the three months ended September 24, 1999, engineering and development expenses were $4.9 million, compared to $4.3 million for the same period last year. As a percentage of sales, engineering and development were 10.9% for the current quarter and 10.4% for the same quarter last year. Expenses for sales and marketing were $4.6 million compared to $3.9 million for the same quarter last year. As a percentage of sales, sales and marketing expenses were 10.2% for the current quarter and 9.3% for the same quarter last year. General and administrative expenses were $2.3 million, compared to $2.2 million for the same period a year ago. As a percentage of sales, general and administrative expenses were 5.2% for the current quarter compared to 5.3% for the year ago quarter. For the six months ended September 24, 1999, engineering and development expenses were $9.6 million, compared to $8.6 million for the same period last year. As a percentage of sales, engineering and development expenses were 10.6% for the current period and 9.8% for the same period last year. Expenses for sales and marketing increased to $9.1 million compared to $8.0 million for same period last year. As a percentage of sales, sales and marketing expenses were 10.1% for the current period and 9.1% for the same period last year. General and administrative expenses remained at $4.7 million for the first six months of fiscal 1999 and 2000. As a percentage of sales, general and administrative expenses were 5.2% for the current period compared to 5.3% in the same period a year ago. For the three and six months ended September 24, 1999, other income decreased by $0.2 million from the same periods a year ago due to lower interest income and higher interest expense in the current quarter, and higher exchange gains in prior periods. For the three and six months ended September 24, 1999, the income tax provision increased 60.5% and 48.2% respectively from the same periods last year. In the prior fiscal year, 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 effective tax rate will be 33% for fiscal year 2000. LIQUIDITY AND CAPITAL RESOUCES The Company ended the second quarter with cash and cash equivalents of $5.5 million, net of debt, down $6.4 million from the beginning of the fiscal year. The current cash position includes the purchase and retirement of 162,100 shares of Printronix common stock at an average share price of $17.53, totaling $2.8 million for the quarter. Capital expenditures for the current quarter were $7.2 million, of which $5.1 million was for the completion of new manufacturing and corporate headquarters in Irvine. Inventories were $15.7 million, an increase of $0.3 million from the beginning of the fiscal year. Inventories increased due to a large sales order placed by one of RJS's customers, production of sub- assemblies in preparation for the move into the new Irvine facility and manufacturing of the new T5000 thermal printers. 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 CONSIDERATION 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 contain a clock. 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 that to indicate the wrong date on 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 business partners. The assessment of key business partners included inquiries of key suppliers and customers related to their own Year 2000 issues. The Company's business critical operating systems including accounting, financial reporting, manufacturing and sales, were converted to a Year 2000 compliant enterprise wide system, SAP R/3, in August 1997. The only exception is the customer service repair system. The customer service repair system is scheduled to be compliant by November 30, 1999. The Company moved to a new corporate facility in October 1999. All building systems are Year 2000 compliant. These systems include telephone, elevator, security, HVAC, utilities, lighting, fire control and parking. The Company believes the most significant Year 2000 compliance risk is that 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. If any significant disruption of business occurs with key customers, suppliers and third party service providers there could be a material adverse impact on the Company's revenues, income, cash flows or financial condition. Based upon the Company's assessment and the suppliers' and customers' representations, the Company believes the systems of its key suppliers and customers either are Year 2000 compliant or will be by the end of the year. However, contingency plans for increasing inventory have been discussed with key business partners. The Company has also evaluated internal operations to identify any issues that might arise as a result of Year 2000 issues. Contingency planning addressing any Year 2000 issues will continue to be reviewed and refined through the end of the year. The Company has recently implemented and tested a company wide disaster recovery plan which will be used in the event of an emergency, such as interruption of utility services. 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. 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 10-K for the fiscal year ended March 26, 1999. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of stockholders of the Company was held on August 17, 1999, at which five persons, constituting the entire board of directors, were elected to serve until the next annual meeting of stockholders. The names of the persons elected as directors are as follows: Shares For Shares Withheld Robert A. Kleist 6,046,719 25,355 Bruce T. Coleman 6,046,939 25,135 John R. Dougery 6,047,149 24,925 Chris W. Halliwell 6,046,992 25,082 Erwin A. Kelen 6,046,712 25,362 At the annual meeting, the stockholders also voted upon and approved the following matter: 1. To approve an amendment to the 1994 Stock Incentive Plan to increase by 300,000 the number of shares available for awards. For Against Abstain Broker Non-Vote 5,201,125 823,971 46,978 0 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: November 5, 1999 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 SEPTEMBER 24, 1999 EXHIBIT NUMBER DESCRIPTION PAGE 27 Financial Data Schedule Filed only with EDGAR version