LEXMARK INTERNATIONAL GROUP INC
8-K, 1997-10-20
COMPUTER & OFFICE EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           ---------------------------


                                    FORM 8-K


                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): October 20, 1997

                        Lexmark International Group, Inc.
                        ---------------------------------

             (Exact name of registrant as specified in its charter)

      Delaware                      1-14050                       22-3074422
      --------                      -------                       ----------
(State or other jurisdiction     (Commission                    (IRS Employer
     of incorporation)             File No.)                 Identification No.)


    One Lexmark Centre Drive, Lexington, Kentucky                       40550
    ---------------------------------------------                       -----
     (Address of principal executive offices)                            (Zip
                                                                         code)





           Registrant's telephone number, including area code:  (606) 232-2000



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>






Item 5.           Other Events.

                  On October 20, 1997, the Registrant  issued the attached press
release  announcing  its financial  results for the three months and nine months
ended September 30, 1997.



Item 7.           Financial Statements and Exhibits.

                  (c)  Exhibits

                         Exhibit 20 - Press Release dated October 20, 1997.











                                       2
<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                             LEXMARK INTERNATIONAL GROUP, INC.



                                             By:  /s/ David L. Goodnight
                                                  ----------------------
                                                  David L. Goodnight
                                                  Corporate Controller


Date:  October 20, 1997


                                       3


                                                                      


Jim Joseph
Media  relations
Lexmark International, Inc.
(606) 232-2249
[email protected]

Kurt Braun
Investor relations
(606) 232-5108
[email protected]




LEXMARK INTERNATIONAL REPORTS
RECORD THIRD QUARTER

- -- Revenues increase 13 percent, net earnings increase 36 percent --


LEXINGTON,  Ky., October 20, 1997 -- Lexmark  International  Group,  Inc. (NYSE:
LXK) today announced  record  third-quarter  net earnings of $41 million,  or 54
cents per share,  on revenues of $618  million.  Net  earnings per share were 36
percent  higher than the 40 cents  recorded in the third quarter of 1996,  while
revenues  were 13  percent  higher  than the $548  million  reported a year ago.
Revenues  would have increased 19 percent versus last year without the impact of
foreign  currency  translation.  The company also reported record  third-quarter
operating income of $67 million,  an increase of 22 percent over the $55 million
earned in the same period a year ago.

THIRD QUARTER REVIEW:
PRINTERS AND ASSOCIATED SUPPLIES REVENUES UP 18 PERCENT

"We are very  pleased  with our record  quarterly  performance,"  said Marvin L.
Mann, chairman and CEO. "Our double-digit  increases in unit volumes,  revenues,
operating  income and earnings were driven by strong customer  acceptance of our
recent  printer  product  introductions,  the  continuing  contribution  of  our
associated supplies business and our effectiveness in managing product costs and
operating expenses. We have achieved these results despite the challenges of the
largest product  transition in Lexmark history. The integration of our 
development, manufacturing and marketing efforts gives Lexmark a competitive
advantage  that has allowed us to deliver  industry-leading  value  solutions to
customers in a timely and cost-effective manner."

"Our record  results  were driven by printers  and  associated  supplies,  where
revenues  increased 18 percent  versus a year ago,  and would have  increased 25
percent  without the impact of foreign  currency  translation"  noted Mann. "Our
Lexmark Optra S line of network laser printers, introduced in May, accounted for
most of our network laser printer  volume  during the quarter.  This  compatible
family of network  laser  printers  utilizing  common  features  and supplies is
delivering  superior  performance  and  reduced  total cost of  printing  to our
customers.  The modular design, extensive paper handling features, 1,200 x 1,200
dots per inch print  quality  and  leading  network  management  software  allow
Lexmark  printers  to be easily  configured  to meet a wide range of  customers'
needs."

Mann noted that gross profit margins continued to show year-on-year gains in the
quarter.  Gross profit margin was 34.9 percent,  up over 3 points from the third
quarter of 1996. Operating expenses were 24.0 percent of revenues in the quarter
versus  21.7  percent  last year.  Earnings  were  favorably  affected  by lower
interest  expense and a lower income tax rate  compared to the third  quarter of
1996. The tax rate in the third quarter brought the  year-to-date tax rate to 36
percent,  the rate now  expected  for the full  year.  The lower tax rate in the
quarter  added 1 cent to net earnings per share.  Return on average  equity over
the past four  quarters  was 28 percent,  before the  extraordinary  charge from
prepayment of subordinated notes in the first quarter of 1997. At the end of the
quarter,  debt to total capital was 21 percent compared to 17 percent at the end
of the second quarter.

                                       
<PAGE>

During the third quarter,  the company  repurchased  1,127,900 shares of Lexmark
common  stock for  approximately  $36 million at prices  ranging  from $30.38 to
$33.75. The company has now utilized $86 million of the total $200 million board
authorization to repurchase common stock.

THIRD-QUARTER ACHIEVEMENTS:
CONTINUING TECHNOLOGICAL INNOVATION

Lexmark  continues to introduce  innovative  printer  solutions,  including  the
recently announced 7200 series of Color Jetprinters, offering 1,200 x 1,200 dots
per inch print  resolution and print speeds of up to 8 pages per minute in black
draft mode and 3 pages per minute in color draft mode.  The Lexmark  7200 series
works with Windows  3.x,  Windows 95, and Windows NT 4.0,  delivering  six-color
printing  capability and  laser-quality  text printing.  The Lexmark 7200V Color
Jetprinter  lets the user attach a camcorder,  VCR or digital camera directly to
the printer.

New product introductions made during the quarter included:

             *  The Lexmark 1000 Color Jetprinter, targeted for home offices and
             student use, where desk space is limited.  With print  resolutions
             of up to 600 x 600 dpi and a retail  selling  price of about $139,
             the Lexmark  1000 has drawn  positive  reviews  from the trade and
             general press.

             *  Four  new  Lexmark   MarkNet  Pro  print   servers,   delivering
             performance  up to three times faster than  competitive  products.
             The  MarkNet  Pro  print  servers  are  Web-ready  with  links  to
             Lexmark's    internet    site    and    customizable    links   to
             customer-designated sites.

             *  Five  Lexmark  SunReady  laser  printing   solutions   specially
             configured  for users of Sun  Solaris  systems.  The five  Lexmark
             Optra S laser printers come with  Sun-specific  documentation  and
             MarkVision   for   Sun   Systems   for   easy   network    printer
             administration.

Lexmark also continued to make progress during the quarter in  implementation of
state-of-the-art  software applications integrating the company's manufacturing,
order entry,  distribution  and financial data.  Investment in these  integrated
systems  allows  improved  response  to customer  needs and more  cost-effective
transactions processing.

NINE MONTH REVIEW:
OPERATING INCOME UP 19 PERCENT

For  the  nine  months  ended   September  30,  earnings  per  share  before  an
extraordinary  charge from  prepayment of  subordinated  notes were $1.39,  a 27
percent  increase  versus  $1.09 a year ago.  Net  earnings per share were $1.21
after the extraordinary item.  Operating income was $180 million, an increase of
19 percent  over the $152  million  reported  for the first nine months of 1996.
Revenues were $1.758 billion versus $1.691 billion a year ago, with printers and
associated  supplies revenues up 10 percent versus the first nine months of 1996
or 15 percent without the impact of foreign currency translation.


LOOKING FORWARD:

"We  are  pleased  with  our  continuing  success  in  this  highly  competitive
environment and are encouraged by customer acceptance of our printer solutions,"
noted Mann.  "Based on our current outlook,  we are comfortable with the current
range of analyst estimates for fourth-quarter earnings per share."

Lexmark   International   Group,   Inc.   is  the  parent   company  of  Lexmark
International,  Inc., a global  developer,  manufacturer and supplier of printer
solutions  and products,  including  laser,  inkjet and dot matrix  printers and
associated  consumable  supplies  for the office and home  markets.  Lexmark has
executive offices and its largest manufacturing center in Lexington,  Ky.; other
manufacturing centers are in Boulder,  Colo.; Juarez, Mexico; Rosyth,  Scotland;
Orleans,  France and Sydney,  Australia.  More information  about Lexmark can be
found on the company's home page at www.lexmark.com on the internet.

Lexmark, Lexmark with diamond design, Optra and MarkNet are trademarks of
Lexmark International, Inc., registered in the U.S. and/or other countries. 
Color Jetprinter is a trademark of Lexmark International, Inc.  All other 
trademarks are the property of their respective holders.

                                       2
<PAGE>


"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:   Statements  in  this  release  which  are  not   historical   facts  are
forward-looking and involve risks and uncertainties,  including, but not limited
to, the impact of  competitive  products and pricing,  increased  investment  to
support product introductions and enter new geographies,  currency fluctuations,
market  acceptance  of new products and  programs,  product  transitions  by the
company and its  competitors,  management of inventory  levels,  production  and
supply difficulties, intellectual property infringement claims and expenses, and
other  risks  described  in  the  company's  registration  statement  and  other
Securities and Exchange Commission filings.


                                       3
<PAGE>





               LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                     (In Millions, Except Per Share Amounts)
                                   (Unaudited)


                                       Three Months Ended          Percent
                                           September 30            Change
                                       ------------------          ------
                                     1997              1996
                                     ----              ----
Revenues                            $618.3            $547.6          13%
Cost of revenues                     402.7             373.7
                                   -------           -------
        Gross profit                 215.6             173.9          24

Research and development              32.0              28.6
Selling, general and administrative  116.6              90.2
                                   -------          --------
        Operating expenses           148.6             118.8          25
                                   -------           -------

        Operating income              67.0              55.1          22

Interest expense, net                  1.7               5.5
Amortization of deferred financing 
costs and other                        2.2               2.0
                                ----------         ---------

        Earnings before income
              taxes                   63.1              47.6          33
Provision for income taxes            22.1              17.4
                                 ---------          --------
        Net earnings              $   41.0           $  30.2          36
                                  ========           =======


Earnings per common and common 
   equivalent share, primary
   and fully diluted              $   0.54           $  0.40          36
                                  ========           =======


Shares used in  per share 
    calculation                       75.8              75.7
                                 =========          ========



                                       4
<PAGE>



               LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                     (In Millions, Except Per Share Amounts)
                                   (Unaudited)


                                         Nine Months Ended         Percent
                                            September 30           Change
                                         -----------------         ------- 
                                      1997              1996
                                      ----              ----
Revenues                           $1,758.0          $1,690.7          4%
Cost of revenues                    1,149.2           1,162.2
                                  ---------         ---------
        Gross profit                  608.8             528.5         15

Research and development               94.4              92.1
Selling, general and administrative   334.2             279.3
Amortization of intangibles             --                5.1
                                  ---------     ------------
        Operating expenses            428.6             376.5         14
                                  ---------       ----------

        Operating income              180.2             152.0         19

Interest expense, net                   8.0              16.0
Amortization of deferred 
      financing costs and other         6.6               5.8
                               ------------      ------------

        Earnings before income
           taxes and extraordinary
           item                      165.6             130.2          27

Provision for income taxes            59.6              47.6
                               -----------       -----------
        Earnings before 
            extraordinary item       106.0              82.6          28

Extraordinary loss on 
   extinguishment of debt
   (net of related tax benefit
    of $8.4)                         (14.0)                -
                                -----------      -----------
        Net earnings            $     92.0        $     82.6          11
                                 ==========       ==========   
           

Earnings per common and common 
     equivalent share, primary
     and fully diluted:
        Before extraordinary 
            item               $      1.39        $     1.09          27
        Extraordinary loss           (0.18)                -
                               -----------        ----------
        Net earnings            $     1.21        $     1.09          10
                                ==========        ==========   
                                                                

Shares used in  per share 
   calculation                        76.3              75.6
                                ==========        ==========   

                                       5
<PAGE>



               LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
                                  (In Millions)
                                   (Unaudited)

                                                 September 30        December 31
                                                    1997                  1996
                                                    -----                 ----

ASSETS
Current assets:
     Cash and cash equivalents ................... $  55.5          $    119.3
     Trade receivables, net ......................   307.6               304.7
     Inventories .................................   355.1               271.0
     Prepaid expenses and other current assets ...    66.9                70.1
                                                  --------            --------
          Total current assets ..............        785.1               765.1

Property, plant and equipment, net ...........       415.9               434.1
Other assets .................................        21.3                22.3
                                                  --------            --------
          Total assets ........................ $  1,222.3          $  1,221.5
                                                  ========            ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities:
    Short-term debt ...........................   $  104.6            $    2.1
    Current maturities of long-term debt ......       24.5                  --
    Accounts payable ..........................      220.1               197.2
    Accrued liabilities ........................     230.4               222.0
                                                    ------              ------
          Total current liabilities                  579.6               421.3


Long-term debt ..............................         12.9               163.2
Other liabilities ...........................         93.1                96.7
                                                      ----               -----
      Total liabilities                              685.6               681.2


Stockholders' equity:
     Preferred stock .....................              --                  --
     Common stock and capital in excess of par ..    530.5               520.0
     Retained earnings .......................       111.8                19.8
     Accumulated translation adjustment ......       (20.0)                0.5
     Treasury stock ............................     (85.6)                 --
                                                     -----               -----
          Total stockholders' equity .......         536.7               540.3
                                                  --------               -----
          Total liabilities and stockholders' 
                 equity .....                   $  1,222.3            $1,221.5 
                                                  ========            ======== 





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