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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 27, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition 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 ROAD 92623
P.O. BOX 19559, IRVINE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (949) 863-1900
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01,
INCLUDING COMMON SHARE PURCHASE RIGHTS
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
On May 22, 1998, there were 7,376,597 shares of the Registrant's Common
Stock outstanding. The aggregate market value of the Common Stock (based upon
the closing price of $16.25 per share in the over-the-counter market on May 22,
1998) held by non-affiliates of the Registrant was $90,412,108.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended March 27, 1998 are incorporated by reference into Parts I, II,
and IV of this report.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on August 11, 1998 are incorporated by reference into
Part III of this report.
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PART I
ITEM 1. BUSINESS
Certain geographic information for Item 1 is contained in the
Company's 1998 Annual Report to Stockholders on page 22, which information is
incorporated herein by reference (and except for that page, the Company's
Annual Report to Stockholders for the fiscal year ended March 27, 1998 is not
deemed filed as part of this report).
GENERAL
Printronix, Inc. designs, manufactures, and markets medium and high
speed printers used on a wide range of computer systems and associated
networks. Printronix printers produce "hard copy" output using line matrix,
laser and thermal printing technologies. The Company's products are designed
primarily for business and industrial applications where performance and
reliability are paramount. All of the Company's printers have extensive
graphics capabilities allowing them to support most popular graphics
languages while printing most output types such as text, reports, tabular
data, computer graphics, bar codes, forms, labels, logos, etc.
Printronix, Inc. was incorporated in California in 1974 and was
reincorporated in Delaware in December 1986. Unless the context otherwise
requires, the terms "Company" and "Printronix" refer to Printronix, Inc. and
its consolidated subsidiaries.
ACQUISITION
In January 1998, the Company, through a 91.5% majority-owned
subsidiary, acquired the assets and rights to the bar code verification
business and the RJS name from Eltron International Inc. in a cash
expenditure of $2.9 million in a business combination accounted for as a
purchase. The Subsidiary, RJS System International is primarily engaged in
barcode verification products. See Note 2 of Notes to Consolidated Financial
Statements for more detail on the acquisition.
COMPUTER PRINTERS
Computer printers are output devices that use electromechanical
techniques to convert digitized information sent from a host computer to
printed form. The printed output produced can then be read by people and/or
machines, depending upon the format of the output. Such devices can print on
paper and other substances, such as card stock or mylar, by means of impact
or non-impact technologies.
Impact printers are generally classified as being either text or
graphics printers and as either serial or line printers. Text printers print
a predetermined set of fully formed characters. Graphics printers print dots
anywhere on the paper and are used for text and graphics applications. Serial
printers print one character at a time and line printers print one line at a
time. Impact printers can print both single-part and multi-part forms.
Graphic printers form characters by printing dots in combinations
of patterns. Such printers are called dot matrix or line matrix printers.
Serial dot matrix printers create characters one at a time in horizontal
sweeps across the page. Printronix manufactures line matrix printers, which
print a complete line of dots, thus combining the flexibility of the matrix
printing technique with the reliability and durability of a line printer.
Non-impact printers print on paper by means of thermal,
electrostatic, inkjet, laser, LED, and other techniques that deliver high
resolution printed output for letter quality and graphics applications, but
print only single-part forms.
TECHNOLOGY
Printronix products include line matrix printers, laser printers
and thermal printers. This product line is unified by a common printer
controller architecture called Printronix System Architecture ("PSA(TM)").
This architecture permits all three printing technologies to be application
compatible by supporting common graphics languages and computer host
communication protocols.
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LINE MATRIX PRINTERS
The Printronix line matrix printers, the Printronix P5000 Series,
operate at 500, 800, 900, 1200 and 1400 lines per minute as summarized below.
Printing is accomplished as the hammer bank shuttles a small distance
back and forth, enabling the hammers to place dots anywhere along a row across
the paper. Successive dot rows are produced by the paper advancing while the
hammer bank reverses for printing the next dot row. Dots overlap horizontally
and vertically to produce graphics as well as alphanumeric characters.
LINE MATRIX SPEED
PRINTER MODEL (LINES PER MINUTE) HAMMERS
------------- ------------------ -------
P5X05 500 28
P5X08 800 49
P5X09 900 49
P5212 1,200 91
P5214 1,400 91
The dot placement of Printronix line matrix printers is very precise,
permitting accurate character alignment. The combination of precise dot
placement anywhere on the page and the use of overlapping dots rather than fully
formed characters enables Printronix printers, under computer control, to
produce graphic output. Another key feature of the line matrix technology is
that hammer energy is optimized to print only dots, resulting in improved print
quality on multi-part forms.
A new option offered for the Printronix P5000 Series line printers in
fiscal 1998 was PrintNet(TM), which is a network interface card that can be
installed in a Printronix P5000 Series printer during manufacturing or in the
after market as a kit. The interface card allows the user to remotely manage the
printer through the network (intranet) or the Internet using a web browser.
LASER PRINTERS
The Company's laser printers create images on paper electrographically
like a copier machine. The image is fixed to the paper with toner in the same
manner as copiers. The controllers, designed by the Company, are integrated with
print engines purchased from outside suppliers. All models are available with
optional power stackers.
During the fourth quarter of fiscal 1998, the Company introduced the
L5020 (20 pages per minute) for continuous form applications utilizing a wide
array of paper and label material, including cloth-type synthetics. The printer
uses a flash fusing process, which fuses via a xenon lamp rather than heat or
pressure typically employed by others, enabling printing on different materials.
Also introduced in the fourth quarter of fiscal 1998 was the L5035 (35 pages per
minute) which replaces the L5031 (31 pages per minute). The L5031 was completely
phased out of production by the end of the fiscal year.
SPEED (PAGES DPI
LASER MODEL PAPER PER MINUTE) (DOTS PER INCH)
----------- ----- ------------ ---------------
L1024 A-Size Continuous Form 24 PPM 300
L5020 14.6 Print Width Continuous Form 20 PPM 300
L5035 14.6 Print Width Continuous Form
and Cutsheet 35 PPM 300
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THERMAL PRINTERS
The Company's thermal printers create images on paper by heating thermal
sensitive media. The image is created either by heating an ink-based ribbon
which transfers its ink to the paper label material (transfer) or by heating
paper label material in which the thermally sensitive ink is already impregnated
(direct). This type of printer is especially useful in "on-demand" label
applications. These models use print engines purchased from outside suppliers
and are integrated with PSA(TM).
DIRECT OR SPEED DPI
THERMAL MODEL PRINT WIDTH TRANSFER (INCHES PER SECOND) (DOTS PER INCH)
------------- ----------- --------- ------------------- ---------------
T1006 6.3 Inch Label Both 6 IPS 203
T2204 4.1 Inch Label Both 6 IPS 203
T3204 4.1 Inch Label Both 10 IPS 203
T3306 6.4 Inch Label Both 8 IPS 300
T3308 8.5 Inch Label Both 5 IPS 300
PRODUCTS
Line matrix models include the new Printronix P5000 Series line
printer family with speeds ranging from 500 to 1400 lines per minute. The new
P5000 Series models were introduced in fiscal 1996 and replace the Company's
previous generation models in the MVP, P3000, P4000, P6000, and P9000 series.
The 800 and 1200 line per minute models are in the process of being phased
out of production and have been upgraded to 900 and 1400 lines per minute.
After the introductory phase, these upgrades were accomplished without an
increase in price to our distribution or OEM customers. Applications for
line matrix printers include reports, multi-part forms, bar codes, labels,
and program listings.
The new L5035 continuous form laser printer began shipping in Q4 of
fiscal 1998 and replaces the older L5031. The L5035 operates at up to 35
pages per minute and has a unique flash fusing process, known as
DuraFusion(TM), which produces output of exceptional durability and quality.
And, unlike other laser printers, the L5035 can print on a wide variety of
media including synthetics and plastic cards. The L5035's wide carriage, duty
cycle, and durability of the output makes it particularly well suited for
high volume utility type billing and labeling applications.
The L1024 continuous form laser printer operates at up to 24 pages
per minute. Utilizing the more conventional heat/pressure fusing process, the
L1024, with its 8-1/2 inch wide carriage and more modest duty cycle, is
primarily used for medium volume billing and labeling applications.
The ThermaLine(TM) family of thermal printers is dedicated to bar
code/label printing applications. Ranging in print width from 4.1 to 8.5
inches and in speed from 10 to 5 inches per second, respectively. ThermaLine
printers address a wide range of label printing applications in the
manufacturing, distribution, retail, and healthcare sectors.
The Company's Printronix P5000 Series, LaserLine(TM), and
ThermaLine(TM) printers employ PSAt design which provides software
compatibility among its printer families. All of the Company's printers
support Printronix IGP/PGL(R)[GRAPHIC OMITTED] and IGP/VGL bar code label
printing languages.
MARKETING AND CUSTOMERS
The market for the Company's products is related to the market for
computer and bar code systems. Printronix printers are marketed worldwide
directly to original equipment manufacturers ("OEM's") and to end users
through a network of full-service distributors and resellers.
The Company's 10 largest customers accounted for an aggregate of
approximately 59%, 62%, and 64% of net sales during the fiscal years ended
March 1998, 1997, and 1996, respectively. During fiscal 1998, the Company
sold its products to OEMs, and distributors/resellers, which accounted for
approximately 49% and 51% of net sales, respectively.
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In fiscal 1998, the Company had two customers which individually
represented 10 percent or more of consolidated net sales. Sales to the
largest customer, IBM, represented 28%, 29% and 30% of net sales for fiscal
years 1998, 1997, and 1996, respectively. Sales to the second largest
customer represented 10% of consolidated net sales for fiscal years 1998,
1997, and 1996. A significant decline in sales to either customer could have
an adverse effect on the Company's operations.
COMPETITION
The Company has a wide range of printers that compete in the
overall market for medium and high speed computer printers. The overall
market includes serial, line matrix, band, laser, and thermal transfer
printers. This overall market includes a large captive market which consists
of computer systems manufacturers that formerly produced their own printers
and in the past have not bought from independent printer manufacturers. Due
to the increasing competitive nature and the level of investment now required
for ongoing printer development, most of these OEMs are now buying from
independent manufacturers. The Company competes on a direct basis with
several companies of varying sizes, including some of the largest businesses
in the United States and Japan, in the non-captive market. Competing products
include high end serial printers, medium and high speed line printers, laser
printers, thermal printers, and other non-impact technologies.
Competitive factors in the Company's markets include reliability,
durability, price, print quality, versatility of special performance
features, and after-sales support. The Company believes that its printers are
highly competitive with regard to price/performance and cost of ownership,
and that the Company rates highly in after-sales support.
The Company has periodically evaluated other printing technologies
and intends to continue to do so. Introduction of products with superior
performance or substantially lower prices could adversely affect the
Company's business.
ORDER BACKLOG
The Company's order backlog at March 27, 1998 was approximately
$16.1 million, compared with $13.4 million at March 28, 1997 and $23.7
million at March 29, 1996. The increase over prior year represents increased
orders from the Company's largest customer. The decrease over 1996 reflect
the conversion of the Company's customers to a just-in-time delivery process.
The backlog represents orders for which the majority of products have a
delivery date and expected ship date of three months or less.
RAW MATERIALS
The Company purchases basic mechanical and standard electronic
components from numerous outside vendors. Most of those components used in
the Company's impact printers are immediately available from alternate
sources. The Company also purchases certain components from sole sources and
has no reason to believe that it will be unable to obtain those components.
However, if the Company were to lose any sole source for a component, there
could be a delay in shipment of printers using those components until an
alternate source begins production. The Company's laser and thermal printer
products are designed to use specific print engines and printer assemblies
manufactured by outside vendors. The Company has entered into written
purchase agreements for these printer components and has no reason to believe
that it will be unable to obtain the materials required.
ENGINEERING AND DEVELOPMENT
The Company operates in an industry which is subject to rapid
technological change, and its ability to compete successfully depends upon,
among other things, its ability to react to change. Accordingly, the Company
is committed to the development of new products. The Company's engineering
and development expenditures incurred were approximately $15.6 million in
fiscal 1998 (excluding a one time charge of $0.9 million for in-process
engineering related to the acquisition of RJS) $14.3 million in fiscal 1997,
and $13.7 million in fiscal 1996. Engineering personnel are located in all
three key regions, the Americas; Europe, Middle East, and Africa; and Asia
Pacific. Substantially all expenditures were Company sponsored in fiscal 1998
and a substantial portion of engineering and development expenditures were
associated with the continued development of lower cost and higher speed line
matrix printers, laser and printers, and software development of PSA(TM) and
the next generation PSA2(TM) for laser, thermal, and line matrix printers.
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PATENTS AND LICENSES
The Company has been issued 35 United States patents, and related
foreign patents (primarily in Canada, the United Kingdom, France, and
Germany) associated with various aspects of its printers. Two of the United
States patents will expire in March and July 1998, respectively. The Company
believes that its patented line matrix printing technology has competitive
value and intends to continue its practice of enforcing its patent rights
against potential infringers where it deems appropriate. Although there can
be no assurance that the Company will be successful in defending its rights
to any of its patents, the Company believes that its patents are valid.
The Company has no material licenses from others pertaining to the
manufacture of its products, including those under development, and believes
that none are currently required. The Company believes that, based on
industry practice, any such licenses as might be required in the future could
be obtained on terms which would not have a material effect on it. However,
the Company does have licenses for the use of IPDS and PCL5 graphic
languages.
IPDS is a registered trademark of International Business Machines
Corporation. PCL 5 is a trademark of Hewlett-Packard Corporation.
EMPLOYEES
The Company had 922 employees as of March 27, 1998 including 520 in
the United States, 337 in Singapore, and 65 in Europe.
None of the Company's employees in North America or Singapore are
subject to a collective bargaining agreement. Printronix Nederland BV is a
member of the Employers Union F.M.E., and some of its employees have elected
to become members of an employee union. This employee union is not government
sponsored and is supported by contributions from its members. The Company
believes that its relationship with its employees is good.
FOREIGN OPERATIONS
The Company has manufacturing facilities in Singapore, wherein line
matrix, printer products and some printed circuit board assemblies are
produced. Also provided out of the Singapore facility are product support
and customer service for the Asia Pacific region. In the Netherlands, the
Company has a facility that provides product support, customer service, line
matrix, and thermal product distribution and assembly of selected models of
laser printers. International sales represented approximately 44%, 44%, and
41% of the Company's total sales in fiscal years 1998, 1997, and 1996,
respectively. The Company has sales offices within Germany, France, the
United Kingdom, Austria, and Singapore. 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. Selected financial information regarding
foreign and export sales by geographic area is set forth in Note 8 of Notes
to Consolidated Financial Statements.
ITEM 2. PROPERTIES
The Company's executive, manufacturing, engineering,
administrative, and marketing offices are located in a total of approximately
169,000 square feet of leased facilities in Irvine, California. During the
fourth quarter of fiscal 1998, the Company purchased land in Irvine for $8.1
million to consolidate into one complex the corporate headquarters, research
and development, and manufacturing, which are currently housed in five
buildings in the area. Construction of the new complex is scheduled to begin
the summer of 1998 with an expected move date during the fall of 1999.
The Company's foreign operations are located in the Netherlands and
Singapore. The Netherlands operations are in leased facilities of
approximately 34,000 square feet. The Singapore operations were moved to a
new 74,000 square foot state-of-the-art building purchased in fiscal 1997 for
approximately $3.8 million with an additional $3.0 million spent in capital
improvements in fiscal 1997. The Company also leases several small offices,
generally on short-term leases, throughout the United States and Europe for
sales or service. See Note 9 of Notes to Consolidated Financial Statements
for a summary of the expiration dates and lease or rental commitments.
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ITEM 3. LEGAL PROCEEDINGS
ENVIRONMENTAL ASSESSMENT
In January 1994, the Company was notified by the California
Regional Water Quality Control Board - Santa Ana Region ("the Board") that
groundwater monitoring reports indicated that the groundwater under one of
the Company's former production plants was contaminated with various
chlorinated volatile organic compounds ("VOCs"). Evidence adduced from site
studies undertaken to date indicates that compounds containing the VOCs were
used by the prior tenant during its long-term occupancy of the site. The
tests also indicate that the composition of the soil is such that off-site
migration of contamination is very slow and contamination is most likely
confined to the site. Investigation indicates that the prior occupant is a
well established business enterprise which has substantial assets and is
affiliated with a publicly traded company.
In March 1996, the Company received a request from the Board for
information regarding chemicals used by the Company or others on property
adjacent to the former production plant site. Although the Company previously
occupied a small portion of this adjacent property, primarily for office
space and a machine shop, initial review indicates that the Company did not
use compounds containing VOCs on this adjacent property.
There are presently no Board remediation orders outstanding against
the Company. As of March 27, 1998, the Company has reserved $214,000 to cover
further legal fees or any additional expenses related to environmental tests
which could be requested by the Board at the site. To date, the Company has
incurred only minimal expense in its initial response to the Board's request
for information and for environmental testing. However, the Company could be
subject to charges related to remediation of the site. These charges on a
preliminary (and very general) basis, could be estimated as follows:
Remediation involves a two-step procedure. The first step would
include the installation of a soil vapor extraction system. The cost of
installation could range from $50,000 to $100,000. There would also be annual
operating costs of up to $50,000 for a period of several years. The second
step would be the installation of a pump and water treatment system to
cleanse the groundwater. The cost of installation would range from $100,000
to $200,000. The annual operating costs which could be as high as $100,000
for a period which cannot now be ascertained.
The Company is convinced that it bears no responsibility for any
contamination at the site and intends to vigorously defend any action which
might be brought against it in respect thereto. Furthermore, the Company
believes it has adequately accrued for any future expenditures in connection
with further legal fees or additional environmental tests that could be
requested by the Board at the site, and that such expenditures will not have
a materially adverse effect on its financial condition or results of
operations. However, because of the uncertainty of this matter there is no
assurance the actual costs will not exceed management's estimate.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter during the fourth quarter of
the fiscal year covered by this report to a vote of security holders, through
the solicitation of proxies or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their ages as of May 22,
1998 are as follows:
Robert A. Kleist 69 President, Chief Executive Officer and Director
J. Edward Belt, Ph.D. 64 Senior Vice President, Engineering, Chief
Technical Officer, and Assistant Corporate
Secretary
George L. Harwood 53 Senior Vice President, Finance and Information
Systems (IS), Chief Financial Officer, and
Corporate Secretary
C. Victor Fitzsimmons 50 Senior Vice President, Worldwide Manufacturing
Richard A. Steele 53 Senior Vice President, Sales and Marketing
Officers are appointed by and hold office at the pleasure of the
Board of Directors.
Mr. Kleist is one of the founders of the Company and has served as
a director and its President and Chief Executive Officer since its formation
in 1974. In addition, Mr. Kleist served as Chief Financial Officer from
February 1987 to October 1988, a position he also held from August 1985 until
January 1986. Mr. Kleist is a director of Seagate Technology, a manufacturer
of computer disk drives.
Dr. Belt joined the Company in December 1985 as Vice President,
Engineering, Line Matrix Division. In February 1987, he was appointed Senior
Vice President, Engineering and Chief Technical Officer. Dr. Belt was
appointed to the additional position of Assistant Corporate Secretary in
August 1989. From October 1984 to December 1985, Dr. Belt was Manager of
Engineering, Large Communication Systems Division of Rolm Corp. From December
1979 to October 1984, he was Manager of Engineering, Schlumberger Sentry. In
prior years, Dr. Belt has held engineering management positions at General
Electric Co. and Pertec Computer Corp. He was also a founder and Engineering
Vice President of Courier Terminal Systems in 1969.
Mr. Harwood joined the Company in October 1988 as Senior Vice
President, Finance and Chief Financial Officer. Mr. Harwood was appointed to
the additional office of Corporate Secretary in January 1989. In October
1994, Mr. Harwood assumed responsibility for the Company's Information
Systems. From December 1984 to October 1988, Mr. Harwood was Chief Financial
Officer and Vice President, Finance at Qume Corporation. From December 1982
to December 1984, Mr. Harwood was Group Controller of ITT Automotive
Products, Worldwide. In prior years, Mr. Harwood has held various senior
financial positions at ITT in Brussels, London, and Zambia. Mr. Harwood is a
Fellow of the Institute of Chartered Accountants in England and has had seven
years of public accounting experience, primarily at Price Waterhouse LLP.
Mr. Fitzsimmons joined the Company in September 1985 as Director of
Information Systems. In December 1988, he was appointed Vice President,
Information Systems. In May 1990, Mr. Fitzsimmons assumed responsibility for
Printronix B.V., the Company's Netherlands subsidiary. Mr. Fitzsimmons was
appointed to the additional office of Vice President, Irvine Manufacturing in
October 1990. In July 1991, he assumed responsibility for Printronix A.G.,
the Company's Singapore subsidiary. From May 1992 to October 1994 Mr.
Fitzsimmons was Senior Vice President, Manufacturing and Information Systems.
In October 1994, he was appointed Senior Vice President, Worldwide
Manufacturing. From September 1979 to September 1985, Mr. Fitzsimmons held
various senior IS positions at Magnavox.
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Mr. Steele joined the Company in July 1991 as Senior Vice President,
Sales and Marketing. From May 1990 to June 1991, Mr. Steele was Senior Vice
President, Sales and Marketing at DataWare. From May 1989 to May 1990, Mr.
Steele was Vice President, Sales and Marketing at Talaris. From April 1972 to
January 1987, Mr. Steele held various positions including District Sales
Manager, National Sales Manager, and Vice President, Sales and Marketing at
Datagraphix. In January 1987, Datagraphix became Anacomp, Inc. and Mr. Steele
was appointed Senior Vice President, Sales and Marketing, a position he held
until October 1988. In prior years, Mr. Steele held various positions in sales
management and systems engineering at IBM.
PART II
Information for Items 5, 6, 7, and 8 is contained in the Company's
1998 Annual Report to Stockholders on the following pages, which information
is incorporated herein by reference (and except for these pages, the
Company's Annual Report to Stockholders for the fiscal year ended March 27,
1998 is not deemed filed as part of this report):
ANNUAL REPORT TO
STOCKHOLDERS
ITEM NO. TITLE PAGE REFERENCE
- -------- ----- ----------------
Item 5. Market for Registrant's Common Equity and 15, 24, back cover
Related Stockholder Matters
Item 6. Selected Financial Data inside cover
Item 7. Management's Discussion and Analysis of 8-10
Results of Operations and Financial
Condition
Item 8. Financial Statements and Supplementary 11-24
Data
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Information required under Item 10 "Directors and Executive
Officers of the Registrant" (except for certain information concerning the
Executive Officers provided in Part I of this report), Item 11 "Executive
Compensation," Item 12 "Security Ownership of Certain Beneficial Owners and
Management," and Item 13 "Certain Relationships and Related Transactions" has
been omitted from this report. Such information is hereby incorporated by
reference from Printronix's Proxy Statement for its Annual Meeting of
Stockholders to be held on August 11, 1998, which the Company intends to file
with the Securities and Exchange Commission not later than July 10, 1998.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Financial Statements *Page in
Annual Report
1. Financial Statements included in Part II of this report:
Report of Independent Public Accountants 24
Consolidated Balance Sheets as of March 27, 1998 and March 28, 1997 11
Consolidated Statements of Income for each of the three years in
the period ended March 27, 1998 12
Consolidated Statements of Stockholders' Equity for each of the
three years in the period ended March 27, 1998 13
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 27, 1998 14
Notes to Consolidated Financial Statements 15-23
* Incorporated by reference from the indicated pages of the Company's Annual
Report to Stockholders for the fiscal year ended March 27, 1998 (and except
for these pages, the Company's Annual Report to Stockholders for the fiscal
year ended March 27, 1998, is not deemed filed as part of this report).
2. Schedules supporting the Consolidated Financial Statements: Page in this report
Report of Independent Public Accountants on Schedules 11
Schedule II - Valuation and Qualifying Accounts 13
All schedules except Schedule II have been omitted for the reason that the
required information is shown in financial statements or notes thereto, the
amounts involved are not significant or the schedules are not applicable.
(b) Reports on Form 8-K
None
(c) Exhibits
Reference is made to the Index of Exhibits beginning at page 14 of
this report which index is incorporated herein by reference.
(d) Other Financial Statements
There are no financial statements required to be filed by Regulation
S-X which are excluded from the annual report to stockholders by Rule
14a-3(b)(1).
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Printronix, Inc.:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in Printronix, Inc.'s annual report
to stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated April 24, 1998. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index above is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange Commission
rules and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Orange County, California
April 24, 1998
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: June 25, 1998
PRINTRONIX, INC.
BY ROBERT A. KLEIST
---------------------------
Robert A. Kleist, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
ROBERT A. KLEIST President, Chief June 25, 1998
- ---------------- Executive Officer and
Robert A. Kleist Director (Principal Executive
Officer)
GEORGE L. HARWOOD Senior Vice President, June 25, 1998
- ----------------- Finance & IS, Chief
George L. Harwood Financial Officer and
Corporate Secretary
(Principal Accounting
and Financial Officer)
BRUCE T. COLEMAN Director June 25, 1998
- ----------------
Bruce T. Coleman
JOHN R. DOUGERY Director June 25, 1998
- ----------------
John R. Dougery
RALPH GABAI Director June 25, 1998
- ----------------
Ralph Gabai
ERWIN A. KELEN Director June 25, 1998
- ----------------
Erwin A. Kelen
-12-
13
PRINTRONIX, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For Each of the Three Years in the Period Ended March 27, 1998
Additions
-------------------------------
Balance at Charged to Charged Balance
Beginning Cost and to Other at End
Description of Period Expenses Accounts Deductions of Period
- ------------------------ ---------- ---------- ----------- ----------- ----------
YEAR ENDED
MARCH 27, 1998
Allowance for
doubtful accounts $1,010,000 $1,089,000 $ -- $ 179,000 A $1,920,000
========== ========== =========== =========== ==========
YEAR ENDED
MARCH 28, 1997
Allowance for
doubtful accounts $ 937,000 $ 961,000 $ -- $ 888,000 A $1,010,000
========== ========== =========== =========== ==========
YEAR ENDED
MARCH 29, 1996
Allowance for
doubtful accounts $ 908,000 $ 141,000 $ -- $ 112,000 A $ 937,000
========== ========== =========== =========== ==========
Descriptions of other additions and deductions:
A - Write-off of bad debt
-13-
14
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Printronix, Inc.
3.2 By-laws of Printronix, Inc. currently in effect
(incorporated by reference to Exhibit 3.2 to the
Company's Report on Form 10-K for fiscal year ended
March 31, 1989).
4.1 Copies of certain instruments, which in accordance with
paragraph (b)(4)(iii) of Item 601 of Regulation S-K are
not required to be filed as exhibits to Form 10-K, have
not been filed by Printronix. Printronix agrees to
furnish a copy of any such instrument to the Securities
and Exchange Commission upon request.
4.2 Common Shares Rights Agreement dated as of March 17,
1989 between Printronix, Inc. and Chemical Trust Company
of California, including the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A
and B, respectively (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on
Form 8-A filed on or about March 17, 1989).
10.1 Printronix, Inc. 1980 Employee Stock Purchase Plan, as
amended (incorporated by reference to Exhibits 4.1 and
4.2 to Post-Effective Amendment No. 5 to Registration
Statement No. 2-70035 on Form S-8).
10.2 Printronix, Inc. 1984 Stock Incentive Plan, as amended
(incorporated by reference to Exhibits 4.3 and 4.4 to
Registration Statement No. 33-14288 on Form S-8).
10.3 Form of Indemnification Agreement between Printronix,
Inc. and its directors (incorporated by reference to
Exhibit 10.4 to the Company's Report on Form 10-K for
the fiscal year ended March 27, 1987).
10.4 Printronix, Inc. Executive Health Insurance Plan
(incorporated by reference to Exhibit 10.5 to the
Company's Report on Form 10-K for the fiscal year ended
March 29, 1985).
10.5 Restricted Stock Purchase Agreement dated July 6, 1990
between the Company and Robert A. Kleist (incorporated
by reference to Exhibit 10.7 to the Company's Report on
Form 10-K for the fiscal year ended March 29, 1991).
10.6 Restricted Stock Purchase Agreement dated July 6, 1990
between the Company and J. Edward Belt (incorporated by
reference to Exhibit 10.8 to the Company's Report on
Form 10-K for the fiscal year ended March 29, 1991).
10.7 Restricted Stock Purchase Agreement dated July 6, 1990
between the Company and George L. Harwood (incorporated
by reference to Exhibit 10.9 to the Company's Report on
Form 10-K for the fiscal year ended March 29, 1991).
10.8 Restricted Stock Purchase Agreement dated May 7, 1992
between the Company and C. Victor Fitzsimmons
(incorporated by reference to Exhibit 10.10 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1992).
10.9 Restricted Stock Purchase Agreement dated May 7, 1992
between the Company and Richard A. Steele (incorporated
by reference to Exhibit 10.11 to the Company's Report on
Form 10-K for the fiscal year ended March 27, 1992).
10.10 Printronix, Inc. 1994 Stock Incentive Plan (incorporated
by reference to Exhibit 10.10 to the Company's Report on
Form 10-K for the fiscal year ended March 25, 1994).
-14-
15
INDEX OF EXHIBITS (CONTINUED)
EXHIBIT NUMBER DESCRIPTION
10.11 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Robert A. Kleist.
10.12 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and J. Edward Belt.
10.13 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and George L. Harwood.
10.14 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and C. Victor Fitzsimmons.
10.15 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Richard A. Steele.
10.16 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Gordon B. Barrus.
10.17 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Theodore A. Chapman.
10.18 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Philip Low Fook.
10.19 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Bruce T. Coleman.
10.20 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and John R. Dougery.
10.21 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Ralph Gabai.
10.22 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Erwin A. Kelen.
11 Computation of net income per share for the three years
ended March 27, 1998.
13 The Company's Annual Report to Stockholders for the
fiscal year ended March 27, 1998, (with the exception of
the information incorporated by reference into Items 5,
6, 7, and 8 of this report, the Annual Report to
Stockholders is not deemed to be filed as part of this
report).
21 List of Printronix's subsidiaries.
23 Consent of Independent Public Accountants, Arthur
Andersen LLP, to the incorporation of their reports
herein to Registration Statement Nos. 2-70035, 33-14288,
and 33-83156.
27 Financial Data Schedule (This schedule contains summary
financial information extracted from the Company's
Annual Report for the fiscal year ended March 27, 1998
and is qualified in its entirety by reference to such
financial statements.)