------------- 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 October 31, 1995 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-16566 VARITRONIC SYSTEMS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1442400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 Interchange North 300 Highway 169 South Minneapolis, Minnesota 55426 (Address of principal executive offices) (Zip Code) 612-542-1500 (Registrant's telephone number, including area code) 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 ___ On December 8, 1995, there were 2,318,828 shares of the registrant's $.01 par value common stock outstanding. PART I - FINANCIAL INFORMATION Item 1: Financial statements VARITRONIC SYSTEMS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS (UNAUDITED) OCTOBER 31, 1995 JULY 31, 1995 Current assets: Cash $ 1,735,854 $ 1,347,139 Accounts receivable, net 8,617,140 9,058,870 Inventories: Finished goods 4,377,276 5,237,054 Raw materials and component parts 5,930,278 6,090,076 Total inventories 10,307,554 11,327,130 Other current assets 1,208,012 1,317,892 Total current assets 21,868,560 23,051,031 Property and equipment, net 4,338,765 4,513,837 Total assets $26,207,325 $27,564,868 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,127,554 $ 3,918,169 Accrued liabilities 1,079,349 1,066,511 Current maturities on long-term debt 800,000 700,000 Total current liabilities 4,006,903 5,684,680 Long-term debt, less current maturities 3,050,000 3,300,000 Stockholders' equity: Common stock, $.01 par value, 10,000,000 shares authorized; 2,323,828 and 2,328,153 shares issued and outstanding 23,238 23,281 Additional paid-in capital 163,830 228,376 Retained earnings 18,963,354 18,328,531 Total stockholders' equity 19,150,422 18,580,188 Total liabilities and stockholders' equity $26,207,325 $27,564,868 See accompanying notes to unaudited consolidated condensed financial statements VARITRONIC SYSTEMS, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED OCTOBER 31, 1995 1994 Net sales $ 13,256,013 $ 11,858,219 Cost of sales 8,738,341 7,438,295 Gross margin 4,517,672 4,419,924 Operating expenses: Marketing and sales 1,611,762 1,563,992 General and administrative 1,359,888 1,333,845 Product development 544,767 602,707 Total operating expenses 3,516,417 3,500,544 Income from operations 1,001,255 919,380 Interest income 11,815 7,616 Interest expense (88,247) (73,233) Income before income taxes 924,823 853,763 Provision for income taxes 290,000 280,000 Net income $ 634,823 $ 573,763 Net income per share $ .27 $ .25 Weighted average common shares outstanding 2,330,000 2,310,000 See accompanying notes to unaudited consolidated condensed financial statements VARITRONIC SYSTEMS, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED OCTOBER 31, 1995 1994 OPERATING ACTIVITIES: Net income $ 634,823 $ 573,763 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 515,924 455,175 Provision for uncollectible accounts receivable -- 28,883 Provision for inventory valuation allowance -- 125,000 Changes in operating assets and liabilities: Accounts receivable 441,730 917,472 Inventories 1,019,576 (1,561,720) Other current assets 109,880 (261,297) Accounts payable (1,790,615) (11,605) Accrued liabilities 12,838 (221,293) Net cash provided by operating activities 944,156 44,378 INVESTING ACTIVITIES: Additions to property and equipment (340,852) (185,402) Net cash used by investing activities (340,852) (185,402) FINANCING ACTIVITIES: Borrowings under line of credit -- 2,100,000 Repayments under line of credit -- (1,100,000) Payment on current maturities on long-term debt (150,000) -- Repurchases of common stock (203,750) (921,969) Proceeds from sale of common stock under incentive stock option plan and employee stock purchase plan 139,161 133,125 Net cash provided (used) by financing activities (214,589) 211,156 Net increase in cash 388,715 70,132 Cash at beginning of period 1,347,139 209,844 Cash at end of period $ 1,735,854 $ 279,976 See accompanying notes to unaudited consolidated condensed financial statements VARITRONIC SYSTEMS, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. Consolidated Financial Statements: The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securuties 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 these rules and regulations. The year-end balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's report on Form 10-K for the year ended July 31, 1995. The consolidated financial statements as of October 31, 1995, and for the three months then ended, reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations for the interim periods. The results of operations for any interim period are not necessarily indicative of results for the full year. 2. Common Stock Repurchase: The Company repurchased 22,500 of its shares during the quarter ended October 31, 1995, at a total cost of $203,750. At October 31, 1995, there were 277,500 shares remaining for share repurchase under Board of Director authorizations. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales for the first quarter of fiscal 1996 were $13,256,000 compared with net sales of $11,858,000 in the prior year first quarter, an increase of $1,398,000, or 11.8%. Sales of the PosterPrinter(R) product line increased by 10.0% from the first quarter of fiscal 1995 and represented 35.7% of current quarter net sales. EasyStep(R) 4000 product line sales increased by 6.4% from the comparative period and represented 31.2% of current quarter net sales. Sales of the EasyStep(R) 2500/ProPartner(TM) product line were $849,000 for the current quarter. These systems were not offered in the comparable period of one year-ago. The VintageColor(TM) graphics printing system was introduced late in the fourth quarter in fiscal 1995. The VintageColor is a wide-format, full-color printing system which produces output in 24 or 36 inch widths up to 100 feet long. Sales of the VintageColor product line were $347,000 for the current quarter. Overall, machine sales increased by 21.1% from the comparable period in fiscal 1995, and represented 30.7% of total net sales in the first quarter of fiscal 1996 compared to 28.3% in the same period last year. Sales of consumable supplies increased by 7.6% from the first quarter of fiscal 1995 and represented 64.1% of current quarter net sales compared to 66.6% last year. International sales increased by 8.2% from the first quarter of fiscal 1995 due primarily to an increase in EasyStep 4000 product line sales. Sales of mature lettering and labeling products decreased by 11.5% between the comparable periods. This decrease was less than recent quarters as domestic dealers and international distributors purchased greater quantities of mature supply products in the current first quarter in advance of the effective date of a price increase on these supply products. Gross margin decreased to 34.1% in the first quarter of fiscal 1996 compared to 37.3% in the first quarter of fiscal 1995. Machine margins decreased from the year-ago period due to an increase in lower margin sales of the ES4000 machine to a private label customer. In addition, machine margins decreased on the PosterPrinter due to the increased cost of these machines which are imported from Japan. PosterPrinter machines and supplies, and supplies used in certain lettering machines are imported from Japan and are purchased with Japanese yen. The cost of these imported products sold in the current year first quarter was higher than the cost of these same products in the first quarter last year. The Company's current hedge contracts extend to March 1996, and are at more favorable rates than those of the prior five months, which will result in decreased costs of imported inventory in future periods. Supply margins decreased from the first quarter of fiscal 1995 due to the increased cost of the imported products noted above, and a shift in product mix to increased sales of relatively lower margin supplies used with the current products, and decreased sales of the higher margin supplies used with the mature labeling and lettering systems. Total operating expenses for the first quarter of fiscal 1996 increased by $15,000 to $3,516,000 compared to $3,501,000 in the corresponding period in fiscal 1995. Marketing and sales, and general and administrative expenses were comparable to the year-ago levels. Current quarter product development expenses decreased by $58,000, or 9.6% from the same period last year. In the first quarter of last year, the Company incurred costs related to the development of the EasyStep 2500/ProPartner product line. These two labeling systems were launched in the second quarter of fiscal 1995. The Company had a 15% reduction in force in August 1995. The liability for severance expense was recorded in the fourth quarter of fiscal 1995. The Company provided for income taxes in the current year first quarter at its estimated effective annual income tax rate of 31.4%, which compares to the effective income tax rate of 12.1% for fiscal 1995. The low effective rate in fiscal 1995 resulted from greater benefits realized from the Company's foreign sales corporation and from research and experimentation tax credits applied against a relatively lower level of pre-tax income. LIQUIDITY AND CAPITAL RESOURCES As of October 31, 1995, cash totaled $1,736,000, an increase of $389,000 from July 31, 1995. Cash provided by operations was $944,000 in the quarter ended October 31, 1995, compared to cash provided by operations of $44,000 in the same period last year. The increase in cash provided by operating activities in the current quarter was due to a reduction in the level of inventory. Inventory decreased by $1,020,000 in the current year first quarter compared to a $1,562,000 increase in the year-ago period. Accounts payable decreased by $1,791,000 from July 31, 1995 primarily due to a significant inventory payable recorded at that date which was paid during the quarter. Current quarter financing activities include a payment of $150,000 as the first installment on the four-year term loan. The Company repurchased 22,500 of its shares at a total cost of $204,000 in the current year first quarter compared to $922,000 of repurchases in the prior year first quarter. As of October 31, 1995, working capital improved to $17,862,000 from $17,366,000 at July 31, 1995, while the current ratio increased to 5.5 to 1 from 4.1 to 1 as of these same dates. The Company has available an unsecured $6,000,000 bank line of credit through December 31, 1996. There were no borrowings under this line during the quarter ended October 31, 1995. The Company believes cash from operations as well as its line of credit facility will be adequate to meet its operational expenses, capital expenditures and share repurchase needs for at least the next 12 months. DISTRIBUTION RIGHTS The Company has exclusive distribution rights in the United States, Canada, Mexico and certain South American countries for the ProImage PosterPrinter product line under a distribution agreement with Itochu Corporation (a Japanese trading company). The Company has met the minimum order requirements under the agreement and continues to maintain exclusive distribution rights in the noted countries. The distribution agreement expires December 31, 1995. The Company has signed a new contract with Itochu for exclusive distribution rights in the countries noted above for the next generation PosterPrinter machine. The new contract has a term of 27 months beginning January 1996. The Company has non-exclusive distribution rights for the 220 volt ProImage in certain European countries under a letter agreement with Itochu. This letter agreement incorporates by reference substantially all of the terms and conditions of the distribution agreement referred to above. To date, international sales of the PosterPrinter product line have not been material. PART II - OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K a. Exhibit Index Exhibit 27 Financial Data Schedules b. Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended October 31, 1995 SIGNATURE 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. Date: December 11,1995 VARITRONIC SYSTEMS, INC. /s/ Norbert F. Nicpon Norbert F. Nicpon Vice President of Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer)