Back to GetFilings.com
1
===============================================================================
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 [FEE REQUIRED]
For the fiscal year ended March 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 Identification No.)
Incorporation or Organization)
17500 CARTWRIGHT ROAD 92713
P.O. BOX 19559, IRVINE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (714) 863-1900
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(X) 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 12, 1995, there were 5,016,710 shares of the Registrant's Common
Stock outstanding. The aggregate market value of the Common Stock (based upon
the closing price of $ 23.13 per share in the over-the-counter market on May 12,
1995) held by non-affiliates of the Registrant was approximately $88,329,654.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended March 31, 1995 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 15, 1995 are incorporated by reference into
Part III of this report.
===============================================================================
2
PART I
ITEM 1. BUSINESS
Certain geographic information for Item 1 is contained in the Company's
1995 Annual Report to Stockholders on page 16, 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 31, 1995 is not deemed filed as
part of this report).
GENERAL
Printronix, Inc. designs, manufactures, and markets medium and high
speed printers which support a wide range of computer systems and software
platforms. Printronix printers produce "hard copy" through the application of
impact printing and non-impact printing technologies. The Company's product line
is designed primarily for business and industrial applications, quickly and
reliably producing every type of printed computer output, from reports and
graphics to bar code labels. The Company also produces and markets the
Intelligent Graphics Printing which resides in the printer, enabling it to
produce bar codes, forms, and logos.
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.
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 humans 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 generally
print a predetermined set of fully formed characters. Graphics printers, also
referred to as All Points Addressable (APA), can place 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. Most serial
printers produced today are serial matrix printers, which use serial graphics
technology to print text one character at a time. Higher speed line printers,
that also print fully formed characters, use high speed mechanical devices, such
as metal bands, upon which alphanumeric characters are embossed. With these
devices, a hammer presses the paper and ribbon against the proper character when
the band moves past the appropriate print location. Band printers and line
matrix printers are examples of line printers.
Matrix printers form characters by printing dots in combinations of
patterns. Most manufacturers who use the matrix technique produce serial matrix
printers, which create characters one at a time in horizontal sweeps across the
page. Printronix manufactures line matrix printers. The Company's line matrix
printers print a complete line of dots at a time, thus combining the flexibility
of the matrix 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.
TECHNOLOGY
The current Printronix product line encompasses impact line matrix
printers, and three non-impact printer technologies: laser printers, LED
printers, and thermal printers. The Company's line matrix printers are designed
for heavy duty cycle, medium and high speed printing and plotting; Printronix
laser, LED and thermal printers offer medium speed, high quality text and
graphics printing.
Printronix line matrix printers electromechanically create an image
on paper in a manner similar to the "raster scan" method by which a television
creates a picture on its screen. The printers utilize small leaf-spring ham-
-2-
3
mers and electromagnetic coils combined in a row or "bank" of hammers. When at
rest, the hammers are held retracted by a permanent magnet; this "stored energy"
is selectively released by electrical pulses passing through the coils.
Printronix line matrix printer models operate between 200 and 1200 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.
Model Speed (LPM) Hammers Hammer Speed
(Impacts per Second)
- ----------------------------------------------------------------------
MVP Series 200 22 1350
- ----------------------------------------------------------------------
P3000 Series 400 34 1292
- ----------------------------------------------------------------------
P6040/P6240 400 44 1000
- ----------------------------------------------------------------------
P6080/P6280 800 66 1400
- ----------------------------------------------------------------------
P4000 Series 800 47 2700
- ----------------------------------------------------------------------
P9000 Series 1200 88 1800
- ----------------------------------------------------------------------
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 dots only, resulting in improved print
quality on multi-part forms.
The Company's non-impact page printers create images on paper
electrographically. Laser printers direct a laser beam onto a drum by means of a
rotating mirror; LED array printers use fixed, light emitting diodes (LEDs) to
image each dot position onto a belt. Both processes are facilitated by an
electronic controller which provides intelligence to the printer by converting
data sent from the host computer system into a raster image. The image is
subsequently fixed to the paper with toner in the same manner as copiers. The
intelligent controllers that are designed by the Company are integrated with
print engines purchased from outside suppliers.
MODEL PAPER TECHNOLOGY SPEED
(PAGES PER MINUTE)
- ----------------------------------------------------------------------------
L1016 A-Size Continuous Form Laser 16 PPM
- ----------------------------------------------------------------------------
L1024 A-Size Continuous Form Laser 24 PPM
- ----------------------------------------------------------------------------
T1006 6.3 Inch Label Thermal 6 inches per second
- ----------------------------------------------------------------------------
L5031 13.6 Inch Continuous LED 31 PPM
Form and B-Size Cut
Sheet
- ----------------------------------------------------------------------------
The Company's thermal printer creates an image 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 or by heating paper
label material in which the thermally sensitive ink is already impregnated. This
type of printer is especially useful in "on-demand" label applications. As in
the case of the Company's other non-impact printers, this process is facilitated
by an electronic controller which provides intelligence to the printer by
converting data sent from the host computer system into a raster image. The same
intelligent controllers, designed by the Company and also used on its page
printers, are integrated with a print engine purchased from an outside supplier.
-3-
4
PRODUCTS
Line matrix printer models include the P4000 Series with speeds up to
800 lines per minute; the P9000 Series with speeds up to 1200 lines per minute;
the P6000L Series with speeds up to 800 lines per minute; the P3000 Series with
speeds up to 400 lines per minute; and the MVP Series with speeds up to 200
lines per minute. Applications for line matrix printers include reports,
multi-part forms, electronic forms generation, bar code labels and program
listings.
The L5031 Multifunction Page Printer is an LED Printer that prints
continuous forms at 31 pages per minute, A-Size, and cut sheet applications at
25 pages per minute. The L5031 has a unique Xenon flash fusing process which
produces output of exceptionally high quality. It can handle continuous forms up
to 12" x 16" and cut sheet stock up to 11" x 17" and has a duty cycle of 200,000
pages per month. The LED array imaging of the L5031 provides precise 300x300
dot-per-inch resolution. Both 400x400 or 240x240 dot-per-inch resolutions are
available as options.
The L1016 Continuous Form Laser Printer combines 300 x 300 dot-per-inch
resolution with the convenience and data integrity of continuous form operation.
Printing at 16 pages per minute, the L1016 supports a variety of emulations,
including bar code label, text and forms applications. A built-in disk drive
makes it easy to load emulations, fonts, and upgrades. The L1024 is a 24 page
per minute version.
The T1006 Thermal Printer operates at a speed of 6 inches per second,
has a resolution of 203 dots-per-inch, and has a wide throat design to
accommodate media up to 6.7 inches wide. Supporting both direct thermal and
thermal transfer printing, the T1006 can print in either batch or on-demand
mode. The T1006 serves a wide variety of label printing needs. A built-in disk
drive makes it easy to load emulations, fonts, and upgrades.
All of the Company's printers are supported by the Intelligent Graphics
Printing (IGP trademark) Series. This graphics productivity tool enables users
to generate on-line forms, bar codes, logos, expanded/compressed text, and
reversed and rotated print. IGPs are available with either Printronix Graphics
Language or QMS Code V trademark protocols.
MARKETING AND CUSTOMERS
The market for the Company's products is related to the market for
computer systems. Printronix printers are marketed worldwide directly to
original equipment manufacturers (OEMs) 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 66, 57, and 51 percent of net sales during the fiscal years ended
March 1995, 1994, and 1993, respectively. During fiscal 1995, the Company sold
its products to OEMs and full-service distributors/resellers, which accounted
for approximately 47 percent and 48 percent of net sales, respectively. In
addition, the Company sold consumables to end users, accounting for
approximately 5 percent of fiscal 1995 net sales.
In fiscal 1995, the Company had two customers which individually
represented greater than 10 percent of consolidated net sales. Sales to the
largest customer, IBM, represented 28.8 percent and 10.7 percent of net sales
for fiscal years 1995 and 1994, respectively. No sales were made to the largest
customer in fiscal 1993. On a geographic basis, fiscal 1995 sales to the largest
customer represented 30.2 percent of domestic net sales and 26.6 percent of
international net sales. A significant decline in sales to our largest customer
could have an adverse effect on the Company's operations. Sales to the second
largest customer represented 10.5 percent, 14.6 percent and 13.7 percent of
consolidated net sales for fiscal years 1995, 1994, and 1993, respectively.
-4-
5
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 and non-impact printers. This overall market includes
a large captive market which consists of computer systems manufacturers that
produce 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, more of these OEMs
are now either buying or considering 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 31, 1995 was approximately
$17,559,000, compared with approximately $18,533,000 at March 25, 1994 and
$11,258,000 at March 24, 1993. During fiscal 1995, the Company's improved
product availability, achieved through reductions in the required time to build
printers and faster response time on customer orders, resulted in a decline in
the customers' lead time on product orders. The order backlog represents orders
for which a delivery date within six months has been specified by the customer
and the Company expects to ship within six months.
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 non-impact printer products are designed to use
specific print engines manufactured by outside vendors. The Company has entered
into written purchase agreements for each of the printer engines and has no
reason to believe that it will be unable to obtain the engines it requires.
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. During fiscal 1995, 1994, and
1993, its engineering and development expenditures incurred were approximately
$12,666,000, $10,201,000, and $10,186,000, respectively. Substantially all
expenditures were Company sponsored. A substantial portion of engineering and
development expenditures were associated with the continued development of lower
cost line matrix printers, software and hardware development of the Printronix
System Architecture for both non-impact printers and line matrix printers.
New products under development in fiscal 1995 included the following:
(1) higher performance and lower cost fourth generation (P4200) line matrix
printers with twinax, coax, and IPDS emulation capabilities; (2) customized
versions of standard model printers for major OEM customers; and (3) non-impact
printers including the L1024 and the L5031 with IBM, IPDS, IGP, and HP PCL 5
emulation capabilities.
-5-
6
PATENTS AND LICENSES
The Company has been issued 40 United States patents, and related
foreign patents (primarily in Canada, the United Kingdom, France and Germany)
associated with various aspects of its printers. None of these patents will
expire before 1996. The Company believes that its patented line dot 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, POSTSCRIPT and PCL5 graphic languages.
The Company previously entered into a limited number of agreements
granting others certain rights to manufacture printers using one or more of the
Company's patents. The final agreement expired in March 1993 and the Company did
not earn any royalty income in fiscal 1995 or 1994.
IGP is a trademark of Printronix, Inc. PCL 5 is a trademark of Hewlett-Packard
Corporation. IPDS is a registered trademark of International Business Machines
Corporation. Code V is a trademark of QMS, Inc.
EMPLOYEES
The Company had approximately 880 employees as of March 31, 1995
including 486 in the United States, 342 in Singapore and 52 in Europe.
None of the Company's employees in North America or Singapore is subject
to a collective bargaining agreement. Printronix Nederland BV is a member of the
Employers Union F.M.E., and some of its 41 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.
In The Netherlands, the Company has a facility that provides assembly of
selected models of impact and non-impact printers, product support and customer
service, and product distribution. Foreign sales, including exports from the
United States, represented approximately 38 percent, 38 percent, and 35 percent
of the Company's total sales in fiscal years 1995, 1994, and 1993, respectively.
The Company has sales offices within Germany, France, the United Kingdom 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 4 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.
The Company's foreign operations are located in The Netherlands and
Singapore in leased facilities of 41,000 and 79,000 square feet, respectively.
The Company also leases several small offices, generally on short-term leases,
throughout the United States and Europe for sales or service. The Company has
certain idle facilities of approximately 7,500 square feet in The Netherlands.
See Note 2 of Notes to Consolidated Financial Statements for a summary of the
expiration dates and lease or rental commitments.
-6-
7
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 indicate that the groundwater under one of the Company's
former production plants is contaminated with various chlorinated volatile
organic compounds (VOCs).
Evidence adduced from site studies undertaken to date indicate that
compounds containing the VOCs were not used by the Company during its tenancy,
but 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. Accordingly, the Board is presently devoting its attention
to the predecessor occupant of 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.
Because of the focus of the Board's investigation, there are no further
orders outstanding against the Company. Therefore, there are no recurring costs,
capital expenditures or other mandated expenditures. As of March 31, 1995, the
Company has reserved $214,000 which is expected to be more than adequate 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 would range up to $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.
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.
-7-
8
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their ages as of May 12, 1995
are as follows:
Robert A. Kleist 66 President, Chief Executive Officer
and Director
J. Edward Belt, Ph.D. 61 Senior Vice President, Engineering, Chief
Technical Officer, and Assistant Corporate
Secretary
George L. Harwood 50 Senior Vice President, Finance and Management
Information Systems, Chief Financial Officer,
and Corporate Secretary
C. Victor Fitzsimmons 47 Senior Vice President, Worldwide Manufacturing
Richard A. Steele 50 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
memory 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 Management 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.
Mr. Fitzsimmons joined the Company in September 1985 as Director of
Management Information Systems. In December 1988, he was appointed Vice
President, Management 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 Management
Information Systems. In October 1994, he was appointed Senior Vice President,
Worldwide Manufacturing. From September 1979 to September 1985, Mr. Fitzsimmons
held various senior MIS positions at Magnavox Government and Industrial
Electronics Company.
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
-8-
9
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 1995
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 31, 1995 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 15, 20
and Related Stockholder Matters
Item 6. Selected Financial Data 1
Item 7. Management's Discussion and Analysis 9-10
of Financial Condition and Results of
Operations
Item 8. Financial Statements and Supplementary Data 11-21
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' Proxy Statement for its Annual Meeting of Stockholders to be held on
August 15, 1995, which the Company intends to file with the Securities and
Exchange Commission not later than July 11 , 1995.
-9-
10
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 20
Consolidated Balance Sheets as of March 31, 1995 and
March 25, 1994 11
Consolidated Statements of Operations for Each of the
Three Years in the Period Ended March 31, 1995 12
Consolidated Statements of Stockholders' Equity for Each
of the Three Years in the Period Ended March 31, 1995 12
Consolidated Statements of Cash Flows for Each of the
Three Years in the Period Ended March 31, 1995 13
Notes to Consolidated Financial Statements 14-19
* Incorporated by reference from the indicated pages of the Company's
Annual Report to Stockholders for the fiscal year ended March 31, 1995
(and except for these pages, the Company's Annual Report to
Stockholders for the fiscal year ended March 31, 1995, 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).
-10-
11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 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 26, 1995. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index 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 26, 1995
12
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 28, 1995
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 Executive June 28, 1995
Robert A. Kleist Officer and Director (Principal
Executive Officer)
GEORGE L. HARWOOD Senior Vice President, June 28, 1995
George L. Harwood Finance, Chief Financial
Officer and Corporate
Secretary (Principal Accounting
and Financial Officer)
BRUCE T. COLEMAN Director June 28, 1995
Bruce T. Coleman
JOHN R. DOUGERY Director June 28, 1995
John R. Dougery
RALPH GABAI Director June 28, 1995
Ralph Gabai
ERWIN A. KELEN Director June 28, 1995
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 31, 1995
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 31, 1995
Allowance for
product warranty $769,000 $1,458,000 $- $1,091,000 A $1,136,000
======== ========== == ========== ==========
Allowance for
doubtful accounts $677,000 $ 330,000 $- $ 99,000 B $ 908,000
======== ========== == ========== ==========
YEAR ENDED
MARCH 25, 1994
Allowance for
product warranty $769,000 $1,046,000 $- $1,046,000 A $ 769,000
======== ========== == ========== ==========
Allowance for
doubtful accounts $922,000 $ 120,000 $- $ 365,000 B $ 677,000
======== ========== == ========== ==========
YEAR ENDED
MARCH 26, 1993
Allowance for
product warranty $797,000 $ 745,000 $- $ 773,000 A $ 769,000
======== ========== == ========== ==========
Allowance for
doubtful accounts $738,000 $ 220,000 $- $ 36,000 B $ 922,000
======== ========== == ========== ==========
DESCRIPTIONS OF OTHER ADDITIONS AND DEDUCTIONS:
A - Expenses incurred in providing warranty services
B - Write-off of bad debt
14
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Certificate of Incorporation of Printronix, Inc.
(incorporated by reference to Exhibit 3.1 to the Company's
Report on Form 10-K for the fiscal year ended March 27,
1987).
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).
4.3 Corporate Guarantee for Tat Lee Bank Limited dated April 12,
1995.
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).
-14-
15
INDEX OF EXHIBITS (continued)
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
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).
13 The Company's Annual Report to Stockholders for the fiscal
year ended March 25, 1994, (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' 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 31, 1995 and is
qualified in its entirety by reference to such financial
statements.")
-15-