Form 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) | |
| OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended June 27, 2003 | ||
| 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.
| Delaware | 95-2903992 | |
| (state or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 14600 Myford Road | ||
| P. O. Box 19559, Irvine, California | 92623 | |
| (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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of the Exchange Act).
YES [ ] NO [X]
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 July 25, 2003 | |||
| $0.01 par value | 5,589,687 | |||
PRINTRONIX, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
| Page | ||||||||||||
| PART I. | FINANCIAL INFORMATION | |||||||||||
| Item 1. | Financial Statements (Unaudited) |
|||||||||||
Consolidated Balance Sheets at
June 27, 2003 and March 28, 2003 |
3 | |||||||||||
Consolidated Statements of
Operations for the Three Months
Ended June 27, 2003 and June
28, 2002 |
5 | |||||||||||
Consolidated Statements of Cash
Flows for the Three Months
Ended June 27, 2003 and June
28, 2002 |
6 | |||||||||||
Condensed Notes to Consolidated
Financial Statements |
7 | |||||||||||
| Item 2. | Managements Discussion and
Analysis of Financial Condition
and Results of Operations |
14 | ||||||||||
| Item 3. | Quantitative and Qualitative
Disclosure about Market Risk |
19 | ||||||||||
| Item 4. | Controls and Procedures |
20 | ||||||||||
| Part II. | OTHER INFORMATION | |||||||||||
| Item 1. | Legal Proceedings |
21 | ||||||||||
| Item 6. | Exhibits and Reports on Form 8-K |
21 | ||||||||||
| Signatures | 22 | |||||||||||
| Certifications Pursuant to the Sarbanes Oxley Act of 2002 | 23 - 26 | |||||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| June 27, 2003 | March 28, 2003 | |||||||||
| ($ in thousands) | ||||||||||
ASSETS |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 29,398 | $ | 29,617 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $2,609 and $2,610 as of
June 27, 2003 and March 28, 2003, respectively |
15,325 | 18,741 | ||||||||
Inventories: |
||||||||||
Raw materials, subassemblies and work in process |
10,096 | 9,788 | ||||||||
Finished goods |
3,006 | 2,890 | ||||||||
Total inventory |
13,102 | 12,678 | ||||||||
Prepaid expenses and other current assets |
2,203 | 1,526 | ||||||||
Deferred income tax assets |
4,216 | 4,216 | ||||||||
Total current assets |
64,244 | 66,778 | ||||||||
Property, plant and equipment, at cost: |
||||||||||
Machinery and equipment |
28,830 | 28,672 | ||||||||
Furniture and fixtures |
26,607 | 25,874 | ||||||||
Buildings and improvements |
22,671 | 22,655 | ||||||||
Land |
8,100 | 8,100 | ||||||||
Leasehold improvements |
949 | 937 | ||||||||
| 87,157 | 86,238 | |||||||||
Less: Accumulated depreciation and amortization |
(48,997 | ) | (47,457 | ) | ||||||
Property, plant and equipment, net |
38,160 | 38,781 | ||||||||
Long-term deferred income tax assets, net |
380 | 380 | ||||||||
Other assets |
153 | 148 | ||||||||
Total assets |
$ | 102,937 | $ | 106,087 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS continued
(Unaudited)
| June 27, 2003 | March 28, 2003 | |||||||||
| ($ in thousands, except share and per share data) | ||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||
Current liabilities: |
||||||||||
Current portion of long-term debt |
$ | 700 | $ | 700 | ||||||
Accounts payable |
5,393 | 6,520 | ||||||||
Accrued liabilities: |
||||||||||
Payroll and employee benefits |
4,159 | 5,044 | ||||||||
Warranty |
1,413 | 1,356 | ||||||||
Deferred revenue |
1,982 | 2,214 | ||||||||
Other |
4,371 | 4,245 | ||||||||
Income taxes |
| 29 | ||||||||
Total current liabilities |
18,018 | 20,108 | ||||||||
Long-term debt, net of current portion |
14,700 | 14,875 | ||||||||
Deferred revenue, net of current portion |
23 | 28 | ||||||||
Commitments and contingencies |
| | ||||||||
Stockholders equity: |
||||||||||
Common stock, $0.01 par value (Authorized 30,000,000 shares;
issued and outstanding 5,529,757 and 5,611,480 shares as of
June 27, 2003 and March 28, 2003, respectively) |
55 | 56 | ||||||||
Additional paid-in capital |
28,877 | 29,248 | ||||||||
Accumulated other comprehensive expense |
(56 | ) | (28 | ) | ||||||
Retained earnings |
41,320 | 41,800 | ||||||||
Total stockholders equity |
70,196 | 71,076 | ||||||||
Total liabilities and stockholders equity |
$ | 102,937 | $ | 106,087 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | |||||||||
| June 27, 2003 | June 28, 2002 | ||||||||
| . | ($ in thousands, except share and per share data) | ||||||||
Revenue |
$ | 30,538 | $ | 37,303 | |||||
Cost of sales |
19,495 | 24,303 | |||||||
Gross margin |
11,043 | 13,000 | |||||||
Operating expenses: |
|||||||||
Engineering and development |
3,814 | 4,061 | |||||||
Sales and marketing |
5,084 | 5,577 | |||||||
General and administrative |
2,056 | 2,386 | |||||||
Total operating expenses |
10,954 | 12,024 | |||||||
Income from operations |
89 | 976 | |||||||
Other income (expense): |
|||||||||
Foreign currency gains, net |
126 | 285 | |||||||
Interest and other expenses, net |
(166 | ) | (18 | ) | |||||
Income before income taxes |
49 | 1,243 | |||||||
Provision for income taxes |
2 | 249 | |||||||
Net income |
$ | 47 | $ | 994 | |||||
Net income per share: |
|||||||||
Basic |
$ | 0.01 | $ | 0.17 | |||||
Diluted |
$ | 0.01 | $ | 0.16 | |||||
Shares used in computing net income per share: |
|||||||||
Basic |
5,544,078 | 5,866,743 | |||||||
Diluted |
5,671,206 | 6,099,181 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | |||||||||||
| June 27, 2003 | June 28, 2002 | ||||||||||
| ($ in thousands) | |||||||||||
Cash Flows From Operating Activities: |
|||||||||||
Net income |
$ | 47 | $ | 994 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||||||
Depreciation and amortization |
1,741 | 1,915 | |||||||||
Provision for doubtful accounts receivable |
3 | 185 | |||||||||
(Gain) loss on disposal of property and equipment |
(10 | ) | 77 | ||||||||
Changes in operating assets and liabilities: |
|||||||||||
Accounts receivable |
3,413 | (2,842 | ) | ||||||||
Inventories |
(424 | ) | 1,496 | ||||||||
Prepaid expenses and other assets |
(682 | ) | (614 | ) | |||||||
Accounts payable |
(1,127 | ) | (226 | ) | |||||||
Payroll and employee benefits |
(885 | ) | (457 | ) | |||||||
Accrued income taxes |
(29 | ) | 368 | ||||||||
Deferred revenue |
(237 | ) | (83 | ) | |||||||
Other liabilities |
156 | 550 | |||||||||
Net cash provided by operating activities |
1,966 | 1,363 | |||||||||
Cash Flows From Investing Activities: |
|||||||||||
Purchases of property, plant and equipment |
(1,142 | ) | (740 | ) | |||||||
Proceeds from disposition of property, plant and equipment |
32 | 61 | |||||||||
Net cash used in investing activities |
(1,110 | ) | (679 | ) | |||||||
Cash Flows From Financing Activities: |
|||||||||||
Payments made on seven-year note |
(175 | ) | (175 | ) | |||||||
Repurchase and retirement of common stock |
(1,061 | ) | | ||||||||
Proceeds from the exercise of employee stock options |
161 | 263 | |||||||||
Net cash (used in) provided by financing activities |
(1,075 | ) | 88 | ||||||||
Net (decrease) increase in cash and cash equivalents |
(219 | ) | 772 | ||||||||
Cash and cash equivalents at beginning of period |
29,617 | 22,618 | |||||||||
Cash and cash equivalents at end of period |
$ | 29,398 | $ | 23,390 | |||||||
Supplementary disclosures of cash flow information: |
|||||||||||
Income tax paid |
$ | 154 | $ | 170 | |||||||
Interest paid |
$ | 125 | $ | 132 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
PRINTRONIX, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 27, 2003
(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 for a fair statement of 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 28, 2003, as filed with the Securities and Exchange Commission. The consolidated balance sheet as of March 28, 2003, presented herein has been derived from the audited consolidated balance sheet contained in our latest Annual Report on Form 10-K. The results of operations for the interim periods presented 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 the fiscal year 2004 presentation. | ||
| 2) | Intangible Assets | |
| During the three months ended June 28, 2002, the company recorded $45 thousand of intangible amortization expense, related to unpatented technology. As of March 28, 2003, all intangible assets had been fully amortized. | ||
| 3) | Bank Borrowings And Debt Arrangements | |
| Seven-Year Note | ||
| On May 1, 2000, we obtained a credit facility with a United States bank for a $17.5 million, seven-year note secured by our Irvine facility. The seven-year note contains customary default provisions, no restrictive covenants and requires monthly principal and interest payments, with a balloon payment of $12.6 million due June 1, 2007. Interest on the note is at variable rates based upon LIBOR plus 1.25%, and is reset for periods from one |
7
| month up to one year, at our discretion. The interest rate on the note at June 27, 2003 and the weighted average interest rate on the note for the current quarter was 2.6%. Total interest expense on the note was $0.1 million for both the current and year ago quarter. We ended the current quarter with a balance of $15.4 million on the note, which consisted of $14.7 million long-term debt and $0.7 million for the current portion of long-term debt. | ||
| Foreign Lines Of Credit | ||
| At June 27, 2003, 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 and certain standard financial covenants. No fees are charged for the unused portion of the lines of credit. Any borrowings on the lines of credit would be subject to interest rates at approximately 0.25% to 1.0% above the prime lending rate. There were no cash borrowings against these lines of credit for the fiscal periods presented. | ||
| Credit Agreement For Hedging Activity | ||
| On June 26, 2000, we entered into a $0.9 million credit agreement with a major foreign bank to support our hedging activities. This credit agreement has no restrictive covenants and is available to fund any forward currency contracts should we be unable to satisfy our obligations. The agreement automatically renews annually, subject to certain compliance requirements. There are no annual fees under this agreement if no amounts are borrowed. Any borrowings under this agreement would be subject to interest rates available at that time. No amounts were borrowed under this credit agreement for the fiscal periods presented. | ||
| 4) | Net Income Per Share | |
| Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of shares of common stock outstanding and potential shares outstanding during the period, if dilutive. Net income per share data for the three months ended June 27, 2003 and June 28, 2002, is as follows: |
8
| Three Months Ended | ||||||||
| June 27, 2003 | June 28, 2002 | |||||||
| ($ in thousands, except share and per | ||||||||
| share data) | ||||||||
Net income |
$ | 47 | $ | 994 | ||||
Basic weighted average shares outstanding |
5,544,078 | 5,866,743 | ||||||
Basic net income per share |
$ | 0.01 | $ | 0.17 | ||||
Effect of dilutive securities: |
||||||||
Basic weighted average shares outstanding |
5,544,078 | 5,866,743 | ||||||
Dilutive effect of stock options |
127,128 | 232,438 | ||||||
Dilutive weighted average shares outstanding |
5,671,206 | 6,099,181 | ||||||
Diluted net income per share |
$ | 0.01 | $ | 0.16 | ||||
| The dilutive weighted average shares outstanding does not include the antidilutive impact of 799,517 and 132,898 stock options for the three months ended June 27, 2003 and June 28, 2002, respectively, because the exercise price of the stock options exceeded the average market value of the stock in the periods presented. | ||
| 5) | Stock-Based Compensation | |
| We account for stock-based compensation issued to employees using the intrinsic-value-based method as prescribed by the Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Under the intrinsic-value-based method, compensation is the excess, if any, of the fair market value of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. Compensation expense, if any, is recognized over the applicable service period, which is usually the vesting period. No stock-based employee compensation cost is reflected in net income for the periods presented as all options granted under the stock-based compensation plan had an exercise price equal to the market value of the underlying common stock on the date of grant. | ||
| The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation and is provided in accordance with SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. |
9
| Three Months Ended | |||||||||
| June 27, 2003 | June 28, 2002 | ||||||||
| ($ in thousands, except per share data) | |||||||||
Net income, as reported |
$ | 47 | $ | 994 | |||||
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects |
(196 | ) | (657 | ) | |||||
Pro forma net income (loss) |
$ | (149 | ) | $ | 337 | ||||
Earnings (loss) per share: |
|||||||||
Basic as reported |
$ | 0.01 | $ | 0.17 | |||||
Basic pro forma |
$ | (0.03 | ) | $ | 0.11 | ||||
Diluted as reported |
$ | 0.01 | $ | 0.16 | |||||
Diluted pro forma |
$ | (0.03 | ) | $ | 0.11 | ||||
| 6) | Common Stock | |
| In the fourth quarter of fiscal year 2002, the Board of Directors authorized the company to purchase up to 500,000 shares of the companys outstanding common stock. Purchases may be made from time-to-time in the open market. During the first quarter of fiscal year 2004, 106,700 shares of common stock were repurchased at prices ranging from $9.70 to $10.61 per share for a total cost of $1.1 million. Future purchases of 227,395 shares of common stock may be made at our discretion. | ||
| Stock options exercised totaled 24,977 and 33,014 for the three months ended June 27, 2003 and June 28, 2002. | ||
| 7) | Stock Incentive Plan | |
| Under our 1994 Stock Incentive Plan, options may be granted to purchase shares of our common stock. As of June 27, 2003, there were 1,276,647 stock options outstanding and 716,174 stock options available to grant. | ||
| 8) | Restructuring Charges | |
| During fiscal year 2001, we completed a plan to restructure certain line matrix, thermal and verifier manufacturing, and support operations. The restructuring was initiated to reduce production costs by relocating certain line matrix and thermal manufacturing processes into our Singapore facility and by consolidating the manufacture of critical line matrix components into the Irvine facility. Also, configuration activities for printers for the domestic market were consolidated into the Irvine facility from the Memphis facility, and |
10
| the verifier operations were relocated to the Irvine facility from another California location. In total, 72 positions were eliminated, or approximately 7.1% of the worldwide workforce. | ||
| During the current quarter, we utilized $24 thousand of the remaining restructuring accrual for leasehold and rental costs on the unoccupied portion of the Memphis facilities. The remaining accrual of $35 thousand as of June 27, 2003, is for the leasehold and rental costs on the unoccupied portion of the Memphis facilities and will be fully utilized in the next fiscal quarter. | ||
| 9) | Warranty Costs | |
| Our financial statements reflect reserves for potential warranty claims based upon our claims experience and other known factors. Printronix offers either a 90-day on-site or a 12-month return-to-factory standard parts-and-labor warranty on printer and verifier products to most customers. Defective printers and verifiers can be returned to us for repairs or replacement in the applicable warranty period at no cost to the customer. Supplies are warranted for the shelf life of the products, which can be up to two years. Estimated costs of future warranty obligations are charged to cost of sales in the period in which the products are sold. The following is a summary of our accrued warranty obligation for the quarter ended June 27, 2003: |