SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) / / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended OR / X / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from October 3, 1998 to January 1, 1999 Commission file number 1-9348 QMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 63-0737870 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) ONE MAGNUM PASS, MOBILE, AL 36618 (Address of principal executive offices) (Zip Code) (334) 633-4300 (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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of the issuer's common stock, as of the latest practicable date 10,698,810 at January 29, 1999. QMS, INC. AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements Condensed Consolidated Balance Sheets (unaudited) as of January 1, 1999, and October 2, 1998 3 - 4 Condensed Consolidated Statements of Income (unaudited) for the three months ended January 1, 1999, and January 2, 1998 5 Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended January 1, 1999, and January 2, 1998 6 Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended January 1, 1999, and January 2, 1998 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 PART II - OTHER INFORMATION 15 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. (a) Exhibits (b) Reports on Form 8 - K SIGNATURES 16 QMS, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS as of January 1, 1999, and October 2, 1998 (Unaudited) January 1, October 2, in thousands 1999 1998 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 1,707 $ 2,754 Trade Receivables (less allowance for doubtful accounts of $484 at January 1, 1999, and $512 at October 2, 1998) 22,747 21,636 Note Receivable (net) 146 3,239 Inventories: Raw Materials 6,419 5,962 Work in Process 2,132 2,158 Finished Goods 20,767 18,643 Inventory Reserves (3,629) (3,673) ------- ------- Total Inventories, Net 25,689 23,090 Other Current Assets 2,944 2,248 ------- ------- Total Current Assets 53,233 52,967 ------- ------- PROPERTY, PLANT, AND EQUIPMENT 35,990 35,881 Less Accumulated Depreciation 31,255 30,932 ------- ------- Total Property, Plant, and Equipment, Net 4,735 4,949 CAPITALIZED AND DEFERRED SOFTWARE 10,155 9,271 PREPAID RENT (Note 6) 1,300 1,300 OTHER ASSETS, NET 871 868 ------- ------- TOTAL ASSETS $ 70,294 $ 69,355 ======= ======= See Notes to Condensed Consolidated Financial Statements QMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS as of January 1, 1999, and October 2, 1998 (Unaudited) January 1, October 2, in thousands 1999 1998 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 14,363 $ 12,999 Revolving Credit Loan and Short-Term Debt 7,306 5,981 Current Maturities of Capital Lease Obligations 218 330 Employment Costs 3,851 3,713 Deferred Service Revenue 7,453 7,761 Other Current Liabilities : Warranty Accrual 1,298 1,208 Accrued Management Transition Expenses 644 697 Other 3,708 5,298 ------- ------- Total Other Current Liabilities 5,650 7,203 ------- ------- Total Current Liabilities 38,841 37,987 ------- ------- CAPITAL LEASE OBLIGATIONS 326 383 OTHER LIABILITIES Deferred Service Revenue 839 897 Deferred Compensation 2,638 2,718 Accrued Management Transition Expenses 421 424 Other Liabilities 790 908 ------- ------- Total Other Liabilities 4,688 4,947 ------- ------- STOCKHOLDERS' EQUITY 26,439 26,038 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 70,294 $ 69,355 ======= ======= See Notes to Condensed Consolidated Financial Statements QMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended January 1, 1999, and January 2, 1998 (Unaudited) Three Months Ended January 1, January 2, in thousands, except per share amounts 1999 1998 NET SALES Printers and Supplies $ 31,525 $ 20,231 Service 7,813 8,347 ------ ------ Total Net Sales 39,338 28,578 ------ ------ COST OF GOODS SOLD Printers and Supplies 24,451 14,506 Service 4,875 4,999 ------ ------ Total Cost of Goods Sold 29,326 19,505 ------ ------ GROSS PROFIT Printers and Supplies 7,074 5,725 Service 2,938 3,348 ------ ------ Total Gross Profit 10,012 9,073 ------ ------ OPERATING EXPENSES 9,777 8,844 ------ ------ OPERATING INCOME 235 229 OTHER INCOME (EXPENSE) Interest Income 51 98 Interest Expense (193) (80) Miscellaneous Income 23 158 ------- ------- Total Other Income (Expense) (119) 176 ------- ------- INCOME BEFORE INCOME TAXES 116 405 INCOME TAX PROVISION 4 4 ------- ------- NET INCOME $ 112 $ 401 ======= ======= EARNINGS PER COMMON SHARE (Note 3) Basic and Diluted $ 0.01 $ 0.04 SHARES USED IN PER SHARE COMPUTATION (Note 3) Basic 10,697 10,697 Diluted 10,876 10,701 See Notes to Condensed Consolidated Financial Statements QMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended January 1, 1999, and January 2, 1998 (Unaudited) Three Months Ended January 1, January 2, in thousands 1999 1998 Net Income $ 112 $ 401 Other Comprehensive Income, Net of Tax: Canadian Currency Translation Adjustments 43 (213) Japanese Currency Translation Adjustments 241 0 --- ----- Total Other Comprehensive Income 284 (213) --- ----- Comprehensive Income $ 396 $ 188 === ===== See Notes to Condensed Consolidated Financial Statements QMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended January 1, 1999, and January 2, 1998 (Unaudited) Three Months Ended January 1, January 2, in thousands 1999 1998 Cash Flows from Operating Activities: Net Income $ 112 $ 401 Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities: Depreciation of Property, Plant and Equipment 576 529 Amortization of Capitalized and Deferred Software 1,968 1,839 Provision for Losses on Inventory 795 673 Other 0 (125) Net Change in Assets and Liabilities that Provided (Used) Cash: Trade Receivables (1,111) (2,524) Inventories, Net (3,394) (191) Accounts Payable 1,364 3,913 Other (785) (2,681) ------- ------- Net Cash Provided by (Used in) Operating Activities (475) 1,834 ------- ------- Cash Flows from Investing Activities: Collections of Notes Receivable 1,593 0 Purchase of Property, Plant and Equipment (410) (95) Proceeds from Disposal of Property, Plant and Equipment 0 399 Additions to Capitalized and Deferred Software Costs (2,912) (1,372) ------- ------- Net Cash Used in Investing Activities (1,729) (1,068) ------- ------- Cash Flows from Financing Activities: Proceeds from Debt 1,325 0 Payments of Debt and Capital Lease Obligations (168) (726) Other 0 45 ------- ------- Net Cash Provided by (Used in) Financing Activities 1,157 (681) ------- ------- Net Change in Cash and Cash Equivalents (1,047) 85 Cash and Cash Equivalents at Beginning of Period 2,754 612 ------- ------- Cash and Cash Equivalents at End of Period $ 1,707 $ 697 ======= ======= See Notes to Condensed Consolidated Financial Statements QMS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1.MANAGEMENT OPINION In the opinion of management, the condensed consolidated financial statements reflect all adjustments necessary to present fairly the financial position of the Company as of January 1, 1999, the results of operations and changes in cash flows for the three months ended January 1, 1999, and January 2, 1998. The results of operations for the three months ended January 1, 1999, are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 1999. Certain reclassifications have been made to fiscal 1998 amounts to conform to the transitional period ending January 1, 1999, presentation. 2.FISCAL YEAR CHANGE AND TRANSITION PERIOD On October 28, 1998, the Company's Board of Directors modified its accounting periods effective in fiscal 1999, from a fiscal year ending on the Friday closest to September 30 to a fiscal year ending on the Friday closest to December 31. Accordingly, this Form 10-Q is for the three-month transition period ended on January 1, 1999. In connection with this fiscal year change, the Company will include audited financial statements for this three-month transition period ended January 1, 1999, in its annual report on Form 10-K for its new fiscal year ended December 31, 1999. 3.EARNINGS PER SHARE The Company has adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." Basic and diluted earnings per share computations are based on the weighted average number of common shares outstanding during the period and the diluted earnings per share also includes the dilutive effect of the assumed exercise of stock options. 4.COMPREHENSIVE INCOME The Company has adopted the provisions of SFAS No. 130, "Reporting Comprehensive Income." which establishes new rules for the reporting of comprehensive income and its components. Comprehensive income consists of net income and foreign currency translation adjustments and is reflected in the Condensed Consolidated Statements of Comprehensive Income. Due to the Company's available operating loss carryforwards, there was no income tax expense related to the components of other comprehensive income for the three months ended January 1, 1999. 5.RECENTLY ISSUED ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," which will be effective for the Company's annual 1999 financial statements. Management does not expect the adoption of this Statement to have a material impact on the Company's disclosures. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which will be effective for the Company in fiscal 2000. Management has not determined the effect of SFAS No. 133 on its financial statements. 6.PREPAID RENT At October 3, 1997, and October 2, 1998, the Company was not in compliance with the Net Worth covenant contained in the 1997 sale-leaseback agreement for the Mobile headquarters. On December 8, 1997, the Company obtained a one-year waiver of non-compliance through October 5, 1998, from the lessor in exchange for $1.3 million in prepaid rent and an amendment to a related warrant agreement. On November 17, 1998, the Company obtained a continuation of the waiver of non-compliance from the lessor through December 31, 1999, in exchange for continuing the $1.3 million in prepaid rent. At the end of the waiver period, the Company may be out of compliance with one or more covenants contained in the lease agreement. Among the remedies available to the landlord is the acceleration of all rent for the initial lease term, cancellation of the lease, or all other remedies available at law. Management believes over the next year through further negotiations another extension of the waiver or a permanent revision of the covenant will be obtained. 7.COMMITMENTS AND CONTINGENCIES As of January 1, 1999, the Company had a commitment of approximately $15.3 million under contracts to purchase print engines and related components and approximately $8.2 million under contracts to purchase spares and consumables. The Company is a defendant in various litigation and claims in the normal course of business. Based on consultation with the relevant counsel in these matters, management is of the opinion that the ultimate resolution of such litigation and claims will not materially affect the Company's financial position, results of operations, or cash flows. QMS, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ________________________________________________________________________________ Results of Operations Net income for the three months ended January 1, 1999, was $112,000 on net sales of $39.3 million compared to net income of $401,000 for the three months ended January 2, 1998, on net sales of $28.6 million. This reduction in net income is due primarily to lower gross margins, particularly in hardware sales. Table 1 - Net Sales Comparisons for Key Product Groups Three months ended ----------------------------------------------------------------- January 1, January 2, (000's) 1999 1998 Difference Hardware $ 8,951 $ 8,680 $ 271 Consumables 7,074 6,980 94 Service 7,813 8,838 (1,025) Europe 6,045 2,638 3,407 Japan 8,959 1,142 7,817 All Other 496 300 196 ------ ------ ------- Total $ 39,338 $ 28,578 $ 10,760 ====== ====== ======= Table 2 - Hardware and International Sales Comparisons Three months ended ------------------------------------------------------------------ January 1, January 2, (000's) 1999 1998 Difference Hardware Sales U.S./Canada - Direct $ 1,370 $ 6,631 $ (5,261) U.S./Canada - Reseller 5,562 1,304 4,258 Latin America & Other 565 567 (2) OEM 1,454 178 1,276 ----- ----- ------ Total Hardware $ 8,951 $ 8,680 $ 271 ===== ===== ====== Europe Sales Controller Boards $ 3,261 $ 1,260 $ 2,001 Commissions 2,784 1,378 1,406 ----- ----- ------ Total Europe $ 6,045 $ 2,638 $ 3,407 ===== ===== ====== Net sales for the three months ended January 1, 1999, increased 37.7% from net sales for the three months ended January 2, 1998. While service revenues were down by $1.0 million (11.6%), revenues in Europe and Japan increased $3.4 million (129.2%) and $7.8 million (684.5%), respectively. The decrease in service revenue reflects the decreasing cost of new printers and the tendency to replace rather than repair or maintain printers. Europe revenue includes both controller board sales at cost and commissions earned on product sales. Controller board sales and commissions for Europe increased 158.8% and 102.0%, respectively. The increase in Europe revenue is primarily from sales of the magicolor 2(R) product. European demand for magicolor 2 and other color products is expected to remain strong throughout this year. During the three months ended January 2, 1998, Japan revenue included product and commission revenue for Japan, Korea, and other Pacific Rim countries. This revenue was generated through an independent company, QMS Japan KK, which, until September 1998, had exclusive rights to distribute QMS products throughout these countries. In September 1998, the Company reestablished its wholly owned subsidiary in Japan. Sales that had occurred through a master distributor in Japan are now being made through the Company's Japanese subsidiary, thereby eliminating the receipt of commissions on distributor sales. This change enables the Company to pursue and expand OEM agreements with other Japanese companies. Hardware and accessory sales for the three months ended January 1, 1999, were $9.0 million, an increase of 3.1% over the same period ending January 2, 1998. The direct market net sales were down $5.3 million (79.3%) for the three months ended January 1, 1999, compared to the three months ended January 2, 1998, while the reseller and OEM net sales increased by $4.3 million (326.5%) and $1.3 million (716.9%), respectively, for the same periods. This shift reflects the change implemented in February 1998 to move from a direct sales force to distributors and value added resellers, combining direct and reseller sales channels. Management expects a continued increase in the reseller distribution channel and a corresponding decrease in the direct channel over the next several quarters. Overall, the Company's gross profit increased $939,000, from $9,073,000 to $10,012,000, as a result of higher net sales. While the gross profit increased, the gross profit margin decreased from 31.7% to 25.5%. Hardware margins in particular were down approximately 20% compared to the same period in the prior year due to pricing competition. In addition, reestablishing the Japan subsidiary decreased profit margins as distributor commissions were replaced with more typical sales margins. The operating expenses increased $933,000 (from $8,844,000 to $9,777,000 for the three months ended January 2, 1998, and January 1, 1999, respectively) but decreased as a percentage of sales from 30.9% to 24.9%. Of the $933,000 increase in operating expenses, $885,000 was caused by the addition of Japanese operating expenses. The decrease in spending as a percentage of sales is primarily due to the additional Japanese sales but also reflects management's continued focus on cost reduction. Total other income and expense was a net expense of $119,000 for the three months ended January 1, 1999, compared to a net income of $176,000 for the three months ended January 2, 1998. This $295,000 decrease to net profit for the current period is a result of a $193,000 gain on the sale of capital equipment during the three months ended January 2, 1998, and an increase of $113,000 in interest expense due to higher revolving credit balances in the three-month period ended January 1, 1999. Income taxes reflect estimated foreign and domestic income taxes required by foreign tax treaties and federal alternative minimum taxes. The Company has available operating loss carryforwards and income tax credits which reduce the effective alternative minimum tax rate to 2%. Financial Condition Current and long-term notes receivable decreased by approximately $3.1 million from the October 2, 1998, balances, reflecting the payment in full from Europe against their note receivable and $93,000 received from Japan in reduction of their note balance. Accounts receivable and net inventories increased $1.1 million and $2.6 million, respectively, for the three months ended January 1, 1999, due to higher sales and the introduction of new product lines. Accounts payable increased $1.4 million for the same period due to higher purchases. The Company expects accounts receivable and accounts payable to remain at higher levels than the October 2, 1998, balances because of higher sales and production volumes. Liquidity and Capital Resources During the three months ended January 1, 1999, the Company's working capital and capital expenditure requirements came principally from operations. The Company's net working capital as of January 1, 1999, improved to $14.4 million compared to $12.5 million at January 2, 1998. This increase is due entirely to Japanese operations and the additional working capital requirements of a foreign subsidiary in cash and receivables. At January 1, 1999, the Company had borrowings of $7.3 million under the revolving credit facility and cash on hand totaled $1.7 million. Total borrowing capacity under this credit facility is $30.0 million, although availability at any point in time is a function of eligible accounts receivable and inventory levels. At January 1, 1999, total availability was $12.2 million. The revolving credit facility expires in November 1999. The Company is considering renewing the credit facility or pursuing other financing options. Management expects that existing cash plus available credit will be sufficient to meet cash flow requirements during the coming year. Foreign Currency Exchange Rates The Company purchases print engine mechanisms and memory components from several Japanese suppliers. Fluctuations in Japanese yen currency exchange rates will affect the prices of these products. The Company may attempt to mitigate some negative impacts through yen-sharing arrangements with suppliers; however, material price increases resulting from unfavorable exchange rate fluctuations could adversely affect operating results. The effect of yen fluctuations on material prices are also offset in part by yen-based Japanese sales. Roughly 20% of all Company sales are in Japanese yen, which causes sales and profit margins to increase when yen values increase. Sale-Leaseback Agreement At October 3, 1997, and October 2, 1998, the Company was not in compliance with the Net Worth covenant contained in the 1997 sale-leaseback agreement for the Mobile headquarters. On December 8, 1997, the Company obtained a one-year waiver of non-compliance through October 5, 1998, from the lessor in exchange for $1.3 million in prepaid rent and an amendment to a related warrant agreement. On November 17, 1998, the Company obtained a continuance of the waiver of non-compliance from the lessor through December 31, 1999, in exchange for continuing the $1.3 million in prepaid rent. At the end of the waiver period, the Company may be out of compliance with one or more covenants contained in the lease agreement. Among the remedies available to the landlord is the acceleration of all rent for the initial lease term, cancellation of the lease, or all other remedies available at law. Management believes over the next year through further negotiations a further extension of the waiver or a permanent revision of the covenant will be obtained. Year 2000 Compliance State of Readiness - In March 1997, the Company developed and began implementing plans to review its purchased and developed software for Year 2000 compliance. The plan addresses the major areas listed below. 1. IT Systems and Applications The Company has identified 218 internal systems and applications components; of these, 52 were identified as critical. As of January 27, 1999, all but four of these critical systems have been verified as Year 2000 compliant. The remaining four should be compliant by the end of February 1999. The Company has contacted all critical IT (information technology) systems and applications vendors and has received letters of compliance from them and system upgrades as required. The Year 2000 review for IT systems and applications was completed in November 1998. The last of the IT systems upgrades should be complete by February 1999. The Company has performed basic component testing following the guidelines defined by the BSI Year 2000 compliance definition. Because of the testing results to date, the Company does not currently foresee the need for additional contingency plans for these IT components 2. Critical Non-IT Suppliers and Vendors The Company is sending Year 2000 compliance questionnaires to all critical non-IT suppliers and vendors. The Company is not aware of any anticipated Year 2000 non-compliance issues by its vendors or customers that could materially affect its business operations; however, the Company does not control the systems of other companies and cannot assure that such systems will be converted in a timely fashion and, if not converted, would not have an adverse effect on the Company's business operations. The Company is dependent upon a variety of local suppliers and vendors for such items as electrical power, telephone service, water, banking services and other necessary commodities. The Company is not currently aware of any non-compliance by these vendors that will materially affect its business operations; however, the Company does not control these systems and cannot assure that they will be converted in a timely fashion and, if not converted, would not have an adverse effect on the Company's business operations. 3. QMS Products The design of the Company's products precludes the possibility of Year 2000 errors. Date and time information is passed to the QMS printer by the host computer in real time. The real-time clock used to apply the time stamp to the accounting files stores the year as four digits and is designed to correctly handle leap year calculations, including the Year 2000. All QMS hardware and software are designed to function properly at the turn of the century and beyond without any interruption in business. Costs - The Company expects to spend approximately $150,000 in connection with the Year 2000 remediation. The Company has concluded all necessary purchases and has spent approximately $138,000 to date. Risks and Reasonably Likely Worst Case Scenarios - Although the Company has not identified any specific areas of risk, general market Year 2000 problems outside of the Company's control could have an adverse effect on the Company's operating results. Contingency and Business Continuation Plan - The Company will evaluate the need for a formal Year 2000 contingency plan by June 1999. QMS, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ________________________________________________________________________________ The Company is exposed to market risk primarily from changes in foreign currency exchange rates and to a lesser extent interest rates. The following describes the nature of the risks and demonstrates that, in general, such market risk is not material to the Company. Foreign Currency Exchange Risk At October 2, 1998, the Company had sales in over 28 countries worldwide. These sales outside the United States accounted for approximately 25 percent of worldwide sales. In 1999, the Company expects this percentage to increase slightly with approximately 18% of sales being in Japanese yen. Over ninety percent of these foreign sales are denominated in currencies of the local country. As such, the Company's reported profits and cash flows are exposed to changing exchange rates. To date, management has not deemed it cost-effective to engage in a formula- based program of hedging the profits and cash flows of foreign operations using derivative financial instruments. Because the Company's foreign subsidiaries purchase significant quantities of inventory payable in U.S. dollars, managing the level of inventory and related payables and the rate of inventory turnover provides a level of protection against adverse changes in exchange rates. In addition, at any point in time, the Company's foreign subsidiaries hold financial assets and liabilities that are denominated in currencies other than U.S. dollars. These financial assets and liabilities consist primarily of short-term, third-party receivables and payables. Changes in exchange rates affect these financial assets and liabilities. For the most part, however, these gains or losses arise from translation and, as such, do not significantly affect net income. Prior to 1998, the Company on occasion has used derivatives to hedge specific risk situations involving foreign currency exposures. No such derivatives were held at January 1, 1999. Interest Rate Risk The financial liabilities of the Company that are exposed to changes in interest rates are limited to short-term borrowings. The stated rate of interest for borrowings under the revolving credit agreement is one and one-half percent over prime. Management believes interest rate risk for the Company is not significant due to the relatively low short-term debt balance. QMS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company is a defendant in various litigation and claims in the normal course of business. Based on consultation with various counsel in these matters, management is of the opinion that the ultimate resolution of such litigation and claims will not materially affect the Company's financial position, results of operations, or cash flows. ITEM 2 - CHANGES IN SECURITIES - None. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None. ITEM 5 - OTHER INFORMATION - None. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number Description 27 Financial Data Schedule (b) Reports: None. QMS, 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. QMS, INC. (Registrant) Date: February 10, 1999 /s/ Edward E. Lucente Edward E. Lucente President and Chief Executive Officer Date: February 10, 1999 /s/ James A. Wallace James A. Wallace Chief Financial Officer