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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 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.

(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    
P. O. Box 19559, Irvine, California   92623
(Address of principal executive offices)   (Zip Code)

(714) 368-2300
(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, 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 issuer’s 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  

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


Table of Contents

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.  
Management’s 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  

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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.

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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.

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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.

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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.

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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

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    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:

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    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.”

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      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 company’s 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

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    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: