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 27, 2002
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 | |
| incorporation or organization) | Identification No.) | |
| 14600 Myford Road | ||
| Irvine, California | 92606 | |
| (Address of principal executive offices) | (Zip Code) |
(714) 368-2300
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class of Common Stock | Outstanding at October 25, 2002 | |||
$0.01 par value |
5,827,184 | |||
PRINTRONIX, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | ||||||
| PART I. | FINANCIAL INFORMATION | |||||
| Item 1. | Financial Statements | |||||
| Consolidated Balance Sheets at September 27, 2002 and March 29, 2002 | 3 - 4 | |||||
| Consolidated Statements of Operations for the Three and Six-Months Ended September 27, 2002 and September 28, 2001 | 5 |
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| Consolidated Statements of Comprehensive Income for the Three and Six-Months Ended September 27, 2002 and September 28, 2001 | 6 |
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| Consolidated Statements of Cash Flows for the Six-Months Ended September 27, 2002 and September 28, 2001 | 7 |
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| Condensed Notes to Consolidated Financial Statements | 8 | |||||
| Item 2. | Managements Discussion and Analysis of Financial
Condition and Results of Operations |
15 |
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| Item 3. | Quantitative and Qualitative Disclosure about Market Risk | 20 | ||||
| Item 4. | Controls and Procedures | 21 | ||||
| Part II. | OTHER INFORMATION | |||||
| Item 1. | Legal Proceedings | 22 | ||||
| Item 4. | Submission of Matters to a Vote of Security Holders | 22 | ||||
| Item 6. | Exhibits and Reports on Form 8-K | 22 | ||||
| Signatures | 23 | |||||
| Certifications Pursuant to the Sarbanes-Oxley Act of 2002 | 24 | |||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
| September 27, 2002 | March 29, 2002 | |||||||||
ASSETS: |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 26,285 | $ | 22,618 | ||||||
Accounts receivable, net of allowance
for doubtful accounts of $2,714 and
$2,524 as of September 27, 2002 and
March 29, 2002, respectively |
17,114 | 18,232 | ||||||||
Inventories: |
||||||||||
Raw materials, subassemblies and work in process |
10,944 | 12,443 | ||||||||
Finished goods |
2,448 | 2,620 | ||||||||
Total inventory |
13,392 | 15,063 | ||||||||
Prepaid expenses and other current assets |
1,763 | 1,346 | ||||||||
Deferred income tax assets |
4,010 | 4,010 | ||||||||
Total current assets |
62,564 | 61,269 | ||||||||
Property, plant and equipment, at cost: |
||||||||||
Machinery and equipment |
28,851 | 29,154 | ||||||||
Furniture and fixtures |
27,813 | 27,513 | ||||||||
Buildings and improvements |
22,828 | 22,819 | ||||||||
Land |
8,100 | 8,100 | ||||||||
Leasehold improvements |
922 | 792 | ||||||||
| 88,514 | 88,378 | |||||||||
Less: Accumulated depreciation and amortization |
(47,455 | ) | (45,481 | ) | ||||||
Property, plant and equipment, net |
41,059 | 42,897 | ||||||||
Other assets |
217 | 305 | ||||||||
Long-term deferred income tax assets |
488 | 488 | ||||||||
Total assets |
$ | 104,328 | $ | 104,959 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS continued
(Amounts in thousands, except share and per share data)
(Unaudited)
| September 27, 2002 | March 29, 2002 | |||||||||
LIABILITIES AND STOCKHOLDERS EQUITY: |
||||||||||
Current liabilities: |
||||||||||
Short-term debt |
$ | 700 | $ | 700 | ||||||
Accounts payable |
7,135 | 7,546 | ||||||||
Accrued liabilities: |
||||||||||
Payroll and employee benefits |
4,595 | 4,840 | ||||||||
Warranty |
1,262 | 1,304 | ||||||||
Deferred revenue |
1,169 | 1,449 | ||||||||
Other |
4,963 | 4,944 | ||||||||
Total current liabilities |
19,824 | 20,783 | ||||||||
Long-term debt, net of current portion |
15,225 | 15,575 | ||||||||
Other non-current liabilities |
13 | 59 | ||||||||
Commitments and contingencies (See Note 8) |
||||||||||
Stockholders equity: |
||||||||||
Common stock, $0.01 par value
(Authorized 30,000,000 shares, issued and outstanding
5,836,184 and 5,849,864 shares as of
September 27, 2002 and March 29, 2002,
respectively) |
58 | 58 | ||||||||
Additional paid-in capital |
28,889 | 28,815 | ||||||||
Retained earnings |
40,320 | 39,669 | ||||||||
Accumulated other comprehensive income |
(1 | ) | | |||||||
Total stockholders equity |
69,266 | 68,542 | ||||||||
Total liabilities and stockholders equity |
$ | 104,328 | $ | 104,959 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Six-Months Ended | |||||||||||||||||
| Sept. 27, 2002 | Sept. 28, 2001 | Sept. 27, 2002 | Sept. 28, 2001 | |||||||||||||||
Net sales |
$ | 32,006 | $ | 36,519 | $ | 69,309 | $ | 76,126 | ||||||||||
Cost of sales |
20,885 | 24,972 | 45,188 | 52,530 | ||||||||||||||
Gross margin |
11,121 | 11,547 | 24,121 | 23,596 | ||||||||||||||
Operating expenses: |
||||||||||||||||||
Engineering and development |
4,078 | 3,863 | 8,139 | 7,810 | ||||||||||||||
Sales and marketing |
5,022 | 4,747 | 10,599 | 9,512 | ||||||||||||||
General and administrative |
2,099 | 2,203 | 4,485 | 4,423 | ||||||||||||||
Total operating expenses |
11,199 | 10,813 | 23,223 | 21,745 | ||||||||||||||
(Loss) income from operations |
(78 | ) | 734 | 898 | 1,851 | |||||||||||||
Other (income) expense, net |
(114 | ) | 222 | (381 | ) | 689 | ||||||||||||
Income before provision for income taxes |
36 | 512 | 1,279 | 1,162 | ||||||||||||||
Provision for income taxes |
7 | 102 | 256 | 233 | ||||||||||||||
Net income |
$ | 29 | $ | 410 | $ | 1,023 | $ | 929 | ||||||||||
Net income per common share: |
||||||||||||||||||
Basic |
$ | 0.00 | $ | 0.07 | $ | 0.17 | $ | 0.16 | ||||||||||
Diluted |
$ | 0.00 | $ | 0.07 | $ | 0.16 | $ | 0.16 | ||||||||||
Weighted-average common shares: |
||||||||||||||||||
Basic |
5,874,594 | 5,846,839 | 5,870,668 | 5,846,839 | ||||||||||||||
Diluted |
6,111,605 | 5,907,506 | 6,155,806 | 5,887,438 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
| Three Months Ended | Six-Months Ended | |||||||||||||||
| Sept. 27, 2002 | Sept. 28, 2001 | Sept. 27, 2002 | Sept. 28, 2001 | |||||||||||||
Net income |
$ | 29 | $ | 410 | $ | 1,023 | $ | 929 | ||||||||
Other comprehensive
income (expense),
net of tax |
79 | | (1 | ) | | |||||||||||
Comprehensive income |
$ | 108 | $ | 410 | $ | 1,022 | $ | 929 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| Six-Months Ended | |||||||||||
| Sept. 27, 2002 | Sept. 28, 2001 | ||||||||||
Cash flows from operating activities: |
|||||||||||
Net income |
$ | 1,023 | $ | 929 | |||||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
|||||||||||
Depreciation and amortization |
3,790 | 4,336 | |||||||||
Provision for doubtful accounts receivable |
185 | 206 | |||||||||
Loss on disposal of property and equipment |
167 | 506 | |||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts receivable |
933 | (137 | ) | ||||||||
Inventories |
1,671 | 4,077 | |||||||||
Other assets |
(418 | ) | (244 | ) | |||||||
Accounts payable |
(411 | ) | (251 | ) | |||||||
Payroll and employee benefits |
(245 | ) | 528 | ||||||||
Deferred revenue |
(302 | ) | (30 | ) | |||||||
Other liabilities |
(48 | ) | 134 | ||||||||
Net cash provided by operating activities |
6,345 | 10,054 | |||||||||
Cash flows from investing activities: |
|||||||||||
Purchase of property, plant and equipment |
(2,123 | ) | (2,803 | ) | |||||||
Proceeds from disposition of property, plant and equipment |
93 | 26 | |||||||||
Net cash used in investing activities |
(2,030 | ) | (2,777 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
Payments made on long-term note |
(350 | ) | (350 | ) | |||||||
Payments made on line of credit |
| (3,500 | ) | ||||||||
Repurchase and retirement of common stock |
(734 | ) | | ||||||||
Proceeds from the exercise of stock options |
436 | | |||||||||
Net cash used in financing activities |
(648 | ) | (3,850 | ) | |||||||
Net increase in cash and cash equivalents |
3,667 | 3,427 | |||||||||
Cash and cash equivalents at beginning of period |
22,618 | 9,832 | |||||||||
Cash and cash equivalents at end of period |
$ | 26,285 | $ | 13,259 | |||||||
Supplementary disclosures of cash flow information: |
|||||||||||
Income tax paid |
$ | 465 | $ | 649 | |||||||
Interest paid |
$ | 273 | $ | 727 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
PRINTRONIX, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 27, 2002
(Unaudited)
| 1) | Basis of Presentation | |
| The unaudited, consolidated financial statements included herein have been prepared by Printronix, Inc., 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, we believe 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 our latest Annual Report on Form 10-K for the fiscal year ended March 29, 2002, 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. | ||
| Unless the context otherwise requires, the terms we, our, us, Company and Printronix refer to Printronix, Inc. and its consolidated subsidiaries. | ||
| Certain amounts for the previous fiscal year have been reclassified to conform to fiscal year 2003 presentation. | ||
| 2) | Other Assets | |
| Other assets included intangible assets with historical costs of $0.9 million and $1.4 million as of September 27, 2002 and March 29, 2002, respectively. The related accumulated amortization was $0.8 million, leaving a net book value of $60 thousand, as of September 27, 2002. The accumulated amortization was $1.2 million, leaving a net book value of $148 thousand, as of March 29, 2002. | ||
| 3) | Bank Borrowings and Debt Arrangements | |
| On May 1, 2000, we entered into a $17.5 million, seven-year note secured by our Irvine facility and a $10.0 million three-year unsecured line of credit. During the first quarter of fiscal year 2002, we repaid the line of credit borrowings as scheduled and cancelled the $10.0 million unsecured line of credit. Interest on the seven-year note is at variable rates based on London Interbank Offered Rate (LIBOR) plus 1.25%, and is reset at our discretion for periods not exceeding one year. Monthly principal and interest payments are required for the seven-year note. The interest rate on |
8
| the note was 3.125% at September 27, 2002. During the current quarter, the weighted average interest rate on the note was 3.125%. Total interest expense was $0.1 million for the current quarter compared with $0.3 million for the same quarter last year. Total fiscal year to date interest expense was $0.3 million and $0.7 million for the current and prior year periods, respectively. We ended the current quarter with a balance of $15.9 million on the note, which consisted of $15.2 million long-term debt and $0.7 for the current portion of long-term debt. | ||
| At September 27, 2002, one of our foreign subsidiaries maintained unsecured lines of credit for $2.1 million with foreign banks, which included a standby letter of credit of $1.8 million. These credit facilities are subject to parent company guarantees, require payment of certain loan fees, and provide for interest at approximately 0.75% to 1.0% above the banks cost of raising capital. During fiscal year 2002 and for the six-months ended September 27, 2002, there were no cash borrowings against these lines of credit. | ||
| On June 26, 2000, we entered into a credit agreement with a major foreign bank to support our hedging activities. This credit agreement is available to fund any forward currency contracts should we be unable to satisfy our obligations. During fiscal year 2002 and for the six-months ended September 27, 2002, there were no borrowings under this credit agreement. | ||
| 4) | Net Income per Share | |
| Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of shares of common stock outstanding and potential shares outstanding during the period, if dilutive. Net income per share information for the quarters ended September 27, 2002 and September 28, 2001, is as follows: | ||
| (Amounts in thousands, except share and per share data) |
| Three Months Ended | Six-Months Ended | |||||||||||||||
| Sept 27, 2002 | Sept 28, 2001 | Sept 27, 2002 | Sept 28, 2001 | |||||||||||||
Net income |
$ | 29 | $ | 410 | $ | 1,023 | $ | 929 | ||||||||
Basic weighted average shares
outstanding |
5,874,594 | 5,846,839 | 5,870,668 | 5,846,839 | ||||||||||||
Basic net income per share |
$ | 0.00 | $ | 0.07 | $ | 0.17 | $ | 0.16 | ||||||||
Effect of dilutive securities: |
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