LEXMARK INTERNATIONAL GROUP INC
8-K, 1997-01-21
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): January 21, 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
                                                            -------------

                740 New Circle Road, NW, Lexington, Kentucky 40511
             --------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



                                       
<PAGE>




Item 5.           Other Events.

                  On January 21,  1997,   the  Registrant issued  the   attached
press  release announcing its fourth quarter and full year 1996 earnings.



Item 7.           Financial Statements and Exhibits.

                  (c)  Exhibits.

                  Exhibit 20 -  Press Release dated January 21, 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/ Albert L. Luedtke
                                                   ---------------------
                                                   Albert L. Luedtke
                                                   Corporate Controller






Date:  January 21, 1997
       ----------------



                                       3







                                   EXHIBIT 20
                                   ----------



For release:                              Contacts:         Media Relations
Jan. 21, 1997                                               Jim Joseph
                                                            606-232-2249
                                                            [email protected]

                                                            Investor Relations
                                                            Kurt Braun
                                                            606-232-5108
                                                            [email protected]


                          LEXMARK INTERNATIONAL REPORTS
                     RECORD PERFORMANCE FOR YEAR AND QUARTER

      -- 1996 net earnings per share up 45 percent before unusual items --

     LEXINGTON,  Ky., Jan. 21, 1997 -- Lexmark  International Group, Inc. (NYSE:
LXK) today  announced  record revenues and record net earnings for both the full
year and the fourth quarter of 1996. Lexmark also reported a 21 percent increase
in operating income before  amortization of intangibles and a 1995 unusual item,
and a 45 percent  increase  in net  earnings  per share for the full year before
unusual items.

Full-year review:
Revenues reach $2.4 billion

     Revenues in 1996 were $2.4  billion,  an  increase of 10 percent  over 1995
revenues of $2.2 billion;  revenues increased 18 percent, however, when revenues
from the  phased-out  keyboard  business are excluded.  Operating  income before
amortization was $235 million  compared to $195 million before  amortization and
an unusual item reported in 1995.  Operating income after  amortization was $230
million, compared to $169 million before an unusual item in 1995, an increase of
36 percent. Amortization, which is now completed, was $5 million in 1996 and $26
million in 1995.

     Net earnings for 1996 increased 48 percent to $128 million, compared to $87
million  before  unusual items in 1995. Net earnings after unusual items in 1995
were $32 million.  Net  earnings per share were $1.68,  up 45 percent from $1.16
before the unusual  items a year ago. Net earnings per share after unusual items
in 1995 were 43 cents. Unusual items included a non-cash compensation expense of
$39 million after tax in the fourth  quarter of 1995 related to the valuation of
employee  stock  options  at the time of the  initial  public  offering,  and an
extraordinary after-tax charge of $16 million related to early extinguishment of
debt in the second quarter of 1995.




                                       4
<PAGE>



     "We are very pleased with our performance  this year," said Marvin L. Mann,
Lexmark  chairman and CEO,  "particularly in light of our exit from the keyboard
business  at the end of the first  quarter,  significant  inkjet  printer  price
reductions,  a new laser product announcement by Hewlett Packard in April, IBM's
re-entry  into the  desktop  laser  market  in June,  and a less  favorable  IBM
supplies distribution agreement. The company's operating margins strengthened as
we continued to provide highly competitive  printer solutions while aggressively
managing both manufacturing costs and operating expenses.

     "Lexmark's  ability  to  achieve  strong  growth,  in spite of the  factors
mentioned,  was the  result of the  excellent  performance  of our  printer  and
associated  supplies  business.  Revenues from this core  business  increased 24
percent and contributed 77 percent of the corporation's  revenues in 1996 versus
69 percent in 1995.  The success of new products  introduced in our other office
imaging products  division  contributed to  better-than-expected  performance in
that division."

Fourth quarter review:
Net earnings per share reach record 59 cents

     Fourth quarter  revenues were $687 million,  a 9 percent increase over 1995
fourth  quarter  revenues of $630  million;  the revenues  increased 16 percent,
however, when excluding revenues from the phased-out keyboard business. Revenues
from printers and associated  supplies increased 22 percent over the very strong
fourth quarter of 1995.

     Net earnings in the quarter  increased 15 percent to $45 million,  compared
to $39 million  before an unusual item in 1995.  Net earnings  after the unusual
item in 1995  were $1  million.  Net  earnings  per share  were 59 cents,  up 13
percent  from 52 cents  before an unusual  item a year ago. The unusual item was
the non-cash compensation expense described earlier.

     "We are very pleased with Lexmark's fourth quarter results  considering the
changes in our business mentioned previously," Mann added.


Additional achievements:
Return on equity improves to 27 percent

     The company continued to improve its financial position.  Return on average
shareholders'  equity rose to 27 percent  from 25 percent in 1995.  In addition,
total debt was  reduced by a net $30 million to $165  million in 1996,  lowering
the debt-to-capital ratio to



                                       5
<PAGE>

23 percent from 33 percent  last  year. The  debt  reduction  occurred  even  as
capital  expenditures  were a record  $145  million.  Most of these  funds  were
invested in three new inkjet product manufacturing facilities and to support new
products.

     During 1996 the company's  achievements also included continued development
of international  markets,  particularly in the Asia/Pacific  region,  with more
than 50 percent of revenues now coming from products  sold to customers  outside
the United States. A number of product introductions and enhancements, including
the new Optra E and Optra N laser  printers  and the Color  Jetprinter  2030 and
Color  Jetprinter  2050,  extended  the range and  competitiveness  of Lexmark's
printer solutions.

     Lexmark  International  Group,  Inc.  is  the  parent  company  of  Lexmark
International,  Inc., a global developer,  manufacturer and supplier of printing
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 Boulder,  Colo.; Juarez,  Mexico;  Rosyth,  Scotland;
Orleans,  France and Sydney,  Australia. 
                                      ###

97LMI007
1/21/97
















"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,  market  acceptance  of
products, product transitions by the company and its competitors,  management of
inventory levels,  production and supply difficulties,  changes in product sales
mix, and other risks described in the company's registration statement and other
Securities and Exchange Commission filings.


                                       6
<PAGE>


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


                                          Three Months Ended    Percent
                                              December 31       Change
                                          ------------------    -------
                                          1996         1995
                                          ----         ----

Revenues                                 $686.9        $630.3      9%

Cost of revenues                          468.0         427.2
                                          -----         -----
     Gross profit                         218.9         203.1      8

Research and development                   31.8          28.9
Selling, general and
 administrative                           108.7         100.5
Option compensation
 related to IPO (1)                           -          60.6
Amortization of intangibles                   -           5.3
                                          -----         -----
     Operating expenses                   140.5         195.3    (28)
                                          -----         -----

     Operating income                      78.4           7.8     N/A

Interest expense, net                       4.9           6.2
Amortization of deferred
 financing costs and other                  2.1           5.2
                                          -----         -----
     Earnings (loss) before
      income taxes                         71.4          (3.6)    N/A

Provision (benefit) for
 income taxes                              26.2          (4.3)
                                          -----         -----
     Net earnings                         $45.2          $0.7     N/A
                                          =====         =====
Earnings per common and
 common equivalent share,
 primary and fully diluted                $0.59         $0.01     N/A
                                          =====         =====
Shares used in per share
 calculation                               77.0          75.0
                                          =====         =====         


(1) IPO non-cash option compensation recognized for certain of
    the Company's outstanding employee stock options upon
    consummation of the initial public offerings.


                                       7
<PAGE>

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


                                         Years Ended            Percent
                                         December 31,           Change
                                      -----------------         -------
                                       1996       1995
                                       ----       ----

Revenues                             $2,377.6   $2,157.8           10%

Cost of revenues                      1,630.2    1,487.9
                                      -------    -------
     Gross profit                       747.4      669.9           12

Research and development                123.9      116.1
Selling, general and
 administrative                         388.0      359.1
Option compensation
 related to IPO (1)                       -         60.6
Amortization of intangibles               5.1       25.6
                                      -------    -------
     Operating expenses                 517.0      561.4           (8)
                                      -------    -------
     Operating income                   230.4      108.5          112

Interest expense, net                    20.9       35.1
Amortization of deferred
 financing costs and other                7.9       10.1
                                      -------    -------
     Earnings before income
      taxes and extraordinary item      201.6       63.3          218

Provision for income taxes               73.8       15.2
                                      -------    -------
     Earnings before
      extraordinary item                127.8       48.1          165

Extraordinary loss on
 extinguishment of debt
 (net of related
 tax benefit of $6.4)                     -       (15.7)
                                      -------   --------
     Net earnings                      $127.8      $32.4          294
                                      =======   ========

Earnings per common and
 common equivalent share,
 primary and fully diluted:
     Before extraordinary
      item                              $1.68      $0.64          161
     Extraordinary loss                    -       (0.21)
                                      -------   --------
     Net earnings                       $1.68      $0.43          287
                                      =======   ========

Shares used in per share
 calculation                             76.2       74.9
                                      =======   ========


(1) IPO non-cash option compensation recognized for certain of
    the Company's outstanding employee stock options upon
    consummation of the initial public offerings.


                                       8


<PAGE>

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


                                               December 31, 1996
                                               -----------------
                                               1996         1995
                                               ----         ----
ASSETS
Current assets:
 Cash and cash equivalents                    $119.3        $150.5
 Trade receivables, net                        304.7         213.6
 Inventories                                   271.0         296.3
 Prepaid expenses and other
  current assets                                70.1          55.3
                                             -------       ------- 
     Total current assets                      765.1         715.7
Property, plant and
 equipment, net                                434.1         361.2
Other assets                                    22.3          66.0
                                             -------       -------
     Total assets                           $1,221.5      $1,142.9
                                             =======       =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Short-term debt                                $2.1           $ -
 Current portion of
  long-term debt                                 -            20.0
 Accounts payable                              197.2         209.6
 Accrued liabilities                           222.0         258.4
                                             -------       -------
     Total current
      liabilities                              421.3         488.0

Long-term debt                                 163.2         175.0
Other liabilities                               96.7          89.7
                                             -------       -------
     Total liabilities                         681.2         752.7


Stockholders' equity:
 Preferred stock                                  -             -
 Common stock and capital
  in excess of par                             520.0         495.3
 Retained earnings (deficit)                    19.8        (108.0)
 Accumulated translation
  adjustment                                     0.5           2.9
                                             -------       -------
     Total stockholders'equity                 540.3         390.2
                                             -------       -------
     Total liabilities and stockholders'
      equity                                $1,221.5      $1,142.9
                                            ========      ========




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