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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission File Number
0-27678
TRIDENT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-6403301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1114 Federal Road, Brookfield, Connecticut 06804
(Address of principal executive offices) (Zip Code)
(203) 740-9333
(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 (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 [ ]
The number of shares outstanding of the registrant's Common Stock, par value
$.01 per share, as of May 2, 1997 was 7,139,810.
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TRIDENT INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1996 and March 31, 1997...................... 3
Condensed Consolidated Statements of Operations
for the three months and six months ended March 31, 1996
and 1997................................................... 4
Condensed Consolidated Statements of Cash Flows
for the six months ended March 31, 1996 and
1997....................................................... 5
Notes to Condensed Consolidated Financial Statements......... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 13
Signatures................................................... 13
</TABLE>
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PART 1. FINANCIAL INFORMATION
This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company's actual results could differ materially from those set
forth in the forward-looking statements. Factors that might cause such a
difference are discussed in the section entitled "Business Environment and
Future Results" on page 11 of this Form 10-Q.
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TRIDENT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's Omitted)
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September 30, 1996 March 31, 1997
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ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents .......................... $17,349 $20,643
Accounts receivable, net ........................... 3,915 4,356
Inventories ........................................ 1,563 1,846
Deferred income taxes .............................. 431 440
Other current assets ............................... 167 200
------- -------
Total current assets ........................... 23,425 27,485
LEASEHOLD IMPROVEMENTS AND EQUIPMENT, net ................ 1,443 1,566
DEFERRED INCOME TAXES .................................... 919 822
INTANGIBLE ASSETS, net ................................... 12,544 12,143
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$38,331 $42,016
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................... $ 999 $ 1,015
Accrued expenses ................................... 1,101 968
Income taxes payable ............................... 269 344
------- -------
Total current liabilities ...................... 2,369 2,327
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STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 30,000,000
shares authorized; 7,010,234 and 7,135,036 shares
issued and outstanding at September 30, 1996 and
March 31, 1997 .................................. 70 71
Additional paid-in capital ......................... 40,059 40,102
Retained earnings (deficit) ........................ (4,167) (484)
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Total stockholders' equity ..................... 35,962 39,689
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$38,331 $42,016
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</TABLE>
See accompanying notes.
3
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TRIDENT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000's Omitted, except per share data)
(Unaudited)
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Three Months Ended Six Months Ended
---------------------------- ----------------------------
March 31, March 31, March 31, March 31,
1996 1997 1996 1997
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NET SALES ............................................ $ 6,180 $ 7,743 $ 12,227 $ 14,287
COST OF SALES ........................................ 2,253 2,762 4,600 4,982
---------- ---------- ---------- ----------
Gross profit .................................... 3,927 4,981 7,627 9,305
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Marketing and selling ........................... 365 585 630 1,026
Research and development ........................ 551 759 998 1,371
Write-off of purchased in-process
research and development .................... 3,052 -- 3,052 --
General and administrative ...................... 899 536 1,432 1,014
Amortization of intangibles ..................... 201 199 401 400
Amortization of deferred compensation ........... 147 -- 443 --
---------- ---------- ---------- ----------
Total operating expenses .................. 5,215 2,079 6,956 3,811
---------- ---------- ---------- ----------
Operating income (loss) ................... (1,288) 2,902 671 5,494
OTHER (INCOME) EXPENSE:
Interest (income) expense, net .................. 182 (259) 612 (495)
Redeemable warrant interest charge .............. 568 -- 1,710 --
---------- ---------- ---------- ----------
Income (loss) before income taxes .......... (2,038) 3,161 (1,651) 5,989
PROVISION (BENEFIT) FOR INCOME TAXES ................. (510) 1,217 283 2,306
---------- ---------- ---------- ----------
Net income (loss) before extraordinary
item ................................... (1,528) 1,944 (1,934) 3,683
EXTRAORDINARY ITEM, net of income tax benefit of
$1,253 ........................................ (1,803) -- (1,803) --
---------- ---------- ---------- ----------
NET INCOME (LOSS) .................................... (3,331) 1,944 (3,737) 3,683
INCREASE IN REDEMPTION VALUE
OF PREFERRED STOCK ............................... (33) -- (83) --
---------- ---------- ---------- ----------
INCOME (LOSS) APPLICABLE TO COMMON
STOCKHOLDERS ..................................... $ (3,364) $ 1,944 $ (3,820) $ 3,683
========== ========== ========== ==========
NET INCOME (LOSS) PER COMMON SHARE:
Net income (loss) before extraordinary item ..... $ (0.44) $ 0.27 $ (0.79) $ 0.51
Extraordinary item, net of tax .................. (0.50) -- (0.70) --
---------- ---------- ---------- ----------
Net income (loss) ............................... $ (0.94) $ 0.27 $ (1.49) $ 0.51
========== ========== ========== ==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING ...................................... 3,574,327 7,254,003 2,561,660 7,211,088
========== ========== ========== ==========
</TABLE>
See accompanying notes.
4
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TRIDENT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's Omitted)
(Unaudited)
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Six Months Ended
------------------------
March 31, March 31,
1996 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ................................... $ (3,737) $ 3,683
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization .................... 749 564
Amortization of deferred compensation ............ 443 --
Write-off of unamortized original issue discount . 2,158 --
Write-off of consulting agreement ................ 438 --
Write-off of deferred financing cost ............. 898 --
Deferred income taxes ............................ (2,446) 88
Accretion of interest on zero coupon notes ....... 108 --
Accretion of redeemable warrant interest charge .. 1,710 --
Changes in operating assets and liabilities:
Accounts receivable, net .................... (505) (441)
Inventories ................................. (378) (283)
Other current assets ........................ (27) (33)
Accounts payable and accrued expenses ....... 594 (117)
Income taxes payable ........................ (115) 75
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Net cash provided by operating activities (110) 3,536
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of leasehold improvements and
equipment, net ................................... (465) (286)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from initial public offering ........... 28,264 --
Net proceeds from sale of common stock .............. -- 26
Exercise of warrants and options .................... 418 18
Repayment of long-term debt ......................... (17,247) --
Payments of offering costs .......................... (1,065) --
-------- -------
Net cash provided by financing
activities ........................... 10,370 44
-------- -------
INCREASE IN CASH ..,,,,,,,,,,,,............................ 9,795 3,294
CASH, beginning of period ................................. 2,988 17,349
-------- -------
CASH, end of period ....................................... $ 12,783 $20,643
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for -
Interest ......................................... $ 3,120 $ --
Income taxes ..................................... $ 1,587 $ 2,143
Non-cash transactions -
Increase in redemption value of preferred stock .. $ 83 $ --
</TABLE>
See accompanying notes.
5
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TRIDENT INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Business:
Trident International, Inc. (the Company) designs, manufactures and
markets impulse ink jet subsystems, including printheads, inks and other
consumables, and related components for the industrial market. The
Company markets its products worldwide principally to original equipment
manufacturers (OEMs), who integrate the products into systems which are
then sold to end-users directly or via distributors. The largest market
segment currently addressed by the Company's products is that of printing
onto shipping cartons. Other industrial market segments in which the
Company's products are currently being utilized include check coding,
addressing and imprinting business forms, postal bar coding and stamp
cancellation and plotting garment patterns.
The interim financial statements reflect all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented. These interim financial statements should be read in
conjunction with the financial statements and notes included in the
Company's Form 10-K.
The foregoing interim results are not necessarily indicative of the
results of operations for the full fiscal year ending September 30, 1997.
2. Inventories:
Inventories consisted of the following:
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September 30, March 31,
1996 1997
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(000's Omitted) (000's Omitted)
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Raw materials $ 894 $1,114
Work-in process 331 397
Finished goods 338 335
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$1,563 $1,846
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3. Contingency:
In connection with the prior acquisition (Acquisition), the Company
undertook an environmental compliance audit which identified certain
environmental deficiencies on properties leased by the Company. The site
of one of the Company's leased facilities was contaminated due to prior
uses by a prior occupant and may require remedial action. Although the
Company obtained an indemnification agreement in connection with the
Acquisition with respect to such prior contamination, if the Company is
found to be liable as a result of any contamination of the site, there
can be no assurance that such indemnification will be available or that,
if available, it will be sufficient. While the ultimate results of future
claims, if any, against the Company with regard to these matters cannot
be determined, management does not anticipate that these matters will
have a material adverse impact on the consolidated results of operations
or financial position of the Company.
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4. Initial Public Offering:
In connection with the consummation of the Company's initial public
offering in February, 1996, the Company paid down all of its indebtness
and fully amortized a number of expenses incurred in connection with the
1994 acquisition. As a result, period to period comparison involving
periods through March 31, 1996 may not necessarily be meaningful or
indicative of trends in operating results.
5. Effect of Accounting Pronouncement:
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share" which superseded accounting Principles Board Opinion
No. 15. This new standard replaces the computation of primary earnings
per share with a new computation of "basic earnings per share". The
Company will be required to adopt this standard in fiscal 1998. Based on
the Company's initial evaluation, adoption is not expected to have a
material impact on the Company's earnings per share.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company designs, manufactures and markets impulse ink jet subsystems,
including printheads, inks and other consumables, and related components for the
industrial market. The Company markets its products worldwide principally to
OEMs, who integrate the products into systems which are then sold to end-users
directly or via distributors. The largest market segment currently addressed by
the Company's products is that of printing onto shipping cartons. Other
industrial market segments in which the Company's products are currently being
utilized include check coding, addressing and imprinting business forms, postal
bar coding and stamp cancellation and plotting garment patterns.
The Predecessor was founded in 1989 as Trident, Inc. Shortly after its
incorporation, a majority interest in the Predecessor was purchased by Johnson
Worldwide Associates (JWA) through JWA's direct subsidiary, Porelon. At that
time, the Predecessor also obtained a license from Dataproducts Corporation (the
Dataproducts License), which gave the Predecessor exclusive rights to a series
of liquid ink jet technology patents for use in the "industrial marking field."
The technology covered by the Dataproducts License is at the core of the
Company's current line of industrial printing subsystems. In December 1992,
Porelon purchased the remaining minority interests in the Predecessor and the
Predecessor became a wholly-owned subsidiary of Porelon.
On June 24, 1994, the Company acquired all of the capital stock of the
Predecessor (the 1994 Acquisition). The aggregate cash consideration paid by the
Company in the 1994 Acquisition was approximately $19.9 million, including $1.0
million for a consulting agreement. The 1994 Acquisition has been accounted for
as a purchase and, accordingly, the total consideration has been allocated to
the assets acquired and liabilities assumed based on their estimated fair value
at the date of the 1994 Acquisition. The excess of the purchase price over the
fair value of the net assets acquired ($13.9 million) is being amortized over 20
years. Periodically, the Company evaluates the realizability of this asset based
upon expectations of undiscounted cash flows and operating income. Based upon
its most recent analysis, the Company believes that no impairment of the current
net book value of this asset exists. The $1.0 million payment made by the
Company under the consulting agreement was being amortized. The services
provided under the consulting agreement largely related to transition services
in connection with the establishment of stand-alone operations and assistance in
preparation for an initial public offering. Other long-term assets acquired in
the 1994 Acquisition are being depreciated over their respective useful lives of
5 years.
In February 1996, the Company completed the initial public offering of its
common stock which provided proceeds, after underwriting discounts and
commissions, of $28.3 million. The Company incurred certain significant charges
relating to the 1994 Acquisition from the beginning of fiscal year 1996 through
the consummation of the Offering. The Company incurred charges of $4.2 million,
net of related income tax benefits, comprised of $2.1 million of recurring
charges which were expensed through consummation of the offering and did not
recur thereafter, and $2.1 million of extraordinary or non-recurring charges
which were expensed at the closing of the Offering. The Company used
approximately $10.8 million to repay the outstanding indebtedness under its
credit facility and $4.5 million to retire all of the $5.0 million in principal
amount of the zero coupon notes issued by the Company for $1.9 million in
connection with the 1994 Acquisition. The remaining net proceeds will be used
for working capital and general corporate purposes. As a result of the offering,
the Company incurred extraordinary charges to earnings for approximately $2.2
million of unamortized original issue discount and approximately $898,000 of
unamortized financing costs relating to the Credit Facility and the Notes. The
Company also recognized a non-recurring charge of approximately $438,000,
representing the unamortized portion of the cost of the Consulting Agreement as
of the Offering date, which was terminated at the time of the Offering.
Collectively, these items resulted in extraordinary or non-recurring charges to
earnings of approximately $2.1 million, net of related income tax benefits, at
the time of the Offering.
In March 1996, the Company acquired from Dataproducts Corporation a
non-exclusive license for patented solid ink jet printhead technology in certain
licensed industrial marking fields. This agreement allows the Company to use
these patents in the development and commercialization of its own solid ink
printhead. At the time of the purchase of the solid ink jet technology, certain
technological hurdles had not been overcome to
8
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enable the Company to commercialize a product. Commercialization of this
technology by the Company will require extensive development work both on the
solid ink itself and the ink jet printheads used to apply that ink in commercial
applications. The Company plans to further develop this technology and develop
new products using this technology. This development process should continue
until the Spring of 1998 and the Company anticipates to expend in excess of
$750,000 to complete the development of this technology. Consequently, the
Company recorded a charge of approximately $3.1 million during Fiscal 1996 as a
write-off of purchased in- process research and development to record the cost
of evaluating and acquiring this license. The Company intends to continue to
evaluate potential acquisitions and licenses of new technologies.
RESULTS OF OPERATIONS
Net Sales. Net sales increased $1.5 million, or 25% to $7.7 million for the
three months ended March 31, 1997 from $6.2 million for the three months ended
March 31, 1996. Net sales of printheads increased by approximately $454,000 or
12% in the three months ended March 31, 1997 as compared to the same quarter in
the prior fiscal year due primarily to an increase in average selling prices.
Sales of ink products increased by $929,000 or 51% in the three months ended
March 31, 1996 as compared to the same quarter in the prior fiscal year due to
the expanding installed base of printheads and resulting increase in ink volume
sold. Net sales to international customers increased by $299,000, or 15% for the
three months ended March 31, 1997 as compared to the three months ended March
31, 1996.
Net sales increased $2.1 million, or 17% to $14.3 million for the six
months ended March 31, 1997 from $12.2 million for the six months ended March
31, 1996. Net sales of printheads increased by approximately $156,000 or 2% in
the six months ended March 31, 1997 as compared to the same quarter in the prior
fiscal year due primarily to an decrease in printhead unit sales offset by an
increase in average selling prices. Sales of ink products increased by $1.8
million or 49% in the six months ended March 31, 1997 as compared to the same
period in the prior fiscal year due to the expanding installed base of
printheads. Net sales to international customers increased by $148,000, or 4%
for the six months ended March 31, 1997 as compared to the six months ended
March 31, 1996.
Because of the size of the carton coding market and the relatively small
market penetration achieved to date, the Company believes that it can continue
to sell printheads into its principal market and expand its installed base of
printheads. There can, however, be no assurance that such sales and expansion
will experience continued growth at similar rates or not be limited or otherwise
adversely affected by competition, emerging or alternative technologies, shifts
in customer demands or other factors.
Gross Profit. Gross profit increased $1.1 million, or 27% to $5.0 million
for the three months ended March 31, 1997 from $3.9 million for the three months
ended March 31, 1996. Gross profit as a percentage of net sales increased from
63.5% for the three months ended March 31, 1996 to 64.3% for the three months
ended March 31, 1997. The increase in gross profit as a percentage of net sales
was due to higher average printhead selling prices and higher percentage of ink
sales.
Gross profit increased $1.7 million, or 22% to $9.3 million for the six
months ended March 31, 1997 from $7.6 million for the six months ended March 31,
1996. Gross profit as a percentage of net sales increased from 62.4% for the six
months ended March 31, 1996 to 65.1% for the six months ended March 31, 1997.
The increase in gross profit as a percentage of net sales was due to higher
average selling prices and higher percentage of ink sales.
Marketing and Selling Expenses. Marketing and selling expenses increased
$220,000, or 60% to $585,000 for the three months ended March 31, 1997 from
$365,000 for the three months ended March 31, 1996 due to the addition of sales
personnel and associated travel expenses and marketing support. As a percentage
of net sales, these expenses increased to 7.6% for the three months ended March
31, 1997 from 5.9% for the three months ended March 31, 1996.
Marketing and selling expenses increased $396,000, or 63% to $1.0 million
for the six months ended March 31, 1997 from $630,000 for the six months ended
March 31, 1996 due to the addition of sales personnel and associated travel
expenses and marketing support. As a percentage of net sales, these expenses
increased to 7.2% for the six months ended March 31, 1997 from 5.2% for the six
months ended March 31, 1996.
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Research and Development Expenses. Research and development expenses
increased $208,000 , or 38% to $759,000 for the three months ended March 31,
1997 from $551,000 for the three months ended March 31, 1996 due principally to
the addition of engineering personnel as well as increases in research project
materials and supplies. As a percentage of net sales, these expenses increased
to 9.8% for the three months ended March 31, 1997 from 8.9% for the three months
ended March 31, 1996. The Company's product research and development groups work
in teams on engineering development programs to design and develop new products
and enhancements to existing products.
Research and development expenses increased $373,000, or 37% to $1.4
million for the six months ended March 31, 1997 from $998,000 for the six months
ended March 31, 1996 due principally to the addition of engineering personnel as
well as increases in research project materials and supplies. As a percentage of
net sales, these expenses increased to 9.6% for the six months ended March 31,
1997 from 8.2% for the six months ended March 31, 1996.
Write-off of Purchased In-Process Research and Development. In March 1996,
the Company acquired from Dataproducts Corporation a non-exclusive license for
patented solid ink jet printhead technology in certain licensed industrial
marking fields. This agreement allows the Company to use these patents in the
development and commercialization of its own solid ink printhead. At the time of
the purchase of the solid ink jet technology, certain technological hurdles had
not been overcome to enable the Company to commercialize a product.
Commercialization of this technology by the Company will require extensive
development work both on the solid ink itself and the ink jet printheads used to
apply that ink in commercial applications. The Company plans to further develop
this technology and develop new products using this technology. This development
process should continue until the Spring of 1998 and the Company anticipates to
expend in excess of $750,000 to complete the development of this technology.
Consequently, the Company recorded a charge of approximately $3.1 million during
three months and six months ended March 31, 1996 as a write-off of purchased in
process research and development to record the cost of evaluating and acquiring
this license. There was no similar expenses in the three months and six months
ended March 31, 1997.
General and Administrative Expenses. General and administrative expenses
decreased $363,000 or 40% to $536,000 for the three months ended March 31, 1997
from $899,000 for the three months ended March 31, 1996. The decrease in
expenses is due to amortization and write-off of consulting agreements with
Johnson World Wide Associates, Inc. during the three months ended March 31,
1996. The consulting agreement terminated with the initial public offering and
consequently, there was no amortization or write-offs during the three months
ended March 31, 1997. These decreases were partially offset by increases in
personnel. As a percentage of net sales, these expenses decreased to 6.9% for
the three months ended March 31, 1997 from 14.5% for the three months ended
March 31, 1996.
General and administrative expenses decreased $418,000, or 29% to $1.0
million for the six months ended March 31, 1997 from $1.4 million for the six
months ended March 31, 1996. The decrease in expenses is due to amortization and
write-off of consulting agreements during the six months ended March 31, 1996.
These decreases were partially offset by increases in personnel. As a percentage
of net sales, these expenses decreased to 7.1% for the six months ended March
31, 1997 from 11.7% for the six months ended March 31, 1996.
Amortization of Intangibles and Amortization of Deferred Compensation. The
amortization amounts for intangibles of $199,000 and $201,000, respectively, did
not vary materially in amount for the three months ended March 31, 1997 as
compared to the three months ended March 31, 1996.
The amortization amounts for intangibles of $400,000 and $401,000,
respectively, did not vary materially in amount for the six months ended March
31, 1997 as compared to the six months ended March 31, 1996. Deferred
compensation was fully amortized effective February, 1996 and accordingly there
were no further charges for deferred compensation during the three months or the
six months ended March 31, 1997.
Interest (Income) Expense, net. Interest income was $259,000 for the three
months ended March 31, 1997 as compared to interest expense of $182,000 for the
three months ended March 31, 1996. This was due the repayment of all outstanding
borrowings with the proceeds of the initial public offering and an increase in
interest income on higher cash balances.
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Interest income was $495,000 for the six months ended March 31, 1997 as
compared to interest expense of $612,000 for the six months ended March 31,
1996. This was due the repayment of all outstanding borrowings with the proceeds
of the initial public offering and an increase in interest income on higher cash
balances.
Redeemable Warrant Interest Charge. Redeemable warrant interest charge
decreased by $568,000 to $0 for the three months ended March 31, 1997 from
$568,000 for the three months ended March 31, 1996 because the redeemable
warrants were fully accreted as of February 1996.
Redeemable warrant interest charge decreased by $1.7 million to $0 for the
six months ended March 31, 1997 from $1.7 million for the six months ended March
31, 1996 because the redeemable warrants were fully accreted as of February
1996.
Provision for Income Taxes. The provision for income taxes for the three
months ended March 31, 1997 was $1.2 million on income before income taxes of
$3.2 million. The provision for income taxes for the six months ended March 31,
1997 was $2.3 million on income before income taxes of $6.0 million. The
effective tax rate for the three months and six months ended March 31, 1997
differed from the statutory rate principally due to the non-deductibility of
amortization costs related to the excess of the purchase price over fair value
of net assets acquired and state income taxes.
BUSINESS ENVIRONMENT AND FUTURE RESULTS
The industrial printing industry is highly competitive and the Company
believes it will need to continue to develop new products and applications in
order to remain competitive. Several of the Company's competitors are larger and
have greater financial, research and development, marketing and other resources
than the Company. For example, Nu-Kote Holdings, Inc. released a piezoelectric
printhead intended for use in industrial and other applications. No assurance
can be given that the Company will be able to compete successfully against
current or future competitors or that the competitive pressures faced by the
Company will not adversely affect its results of operations. The Company is
aware that manufacturers of certain ink products are claiming that their inks
could be utilized with certain of the Company's impulse ink jet printheads.
Although the use of such other inks will void the Company's warranties on its
printheads, and could, in the Company's judgment, result in inferior performance
and permanent damage to its printheads, there can be no assurance that the
introduction and sale of such other inks will not have a material adverse effect
on the Company's financial condition or results of operations or that end users
will continue to purchase their ink requirements from the Company.
The markets for the Company's products are characterized by changing
technology, evolving industry standards and changing customer needs. The
Company's future success will depend in part on its ability to enhance its
current products and to develop new products on a timely and cost-effective
basis in order to respond to technological developments and changing customer
needs. There can be no assurance that the Company will be successful in
developing new products or enhancing its existing products on a timely or
cost-effective basis.
New products could also have the effect of decreasing customer demand for
the Company's current products. Although the Company historically has not
experienced any material adverse impact on its business attributable to delays
in the introduction of new products, there can be no assurance that delays will
not occur in the future. The Company expects a component of its growth strategy
to be the acquisition of new technologies, whether through entering into
licensing arrangements, acquiring businesses owning desirable technology, or
otherwise. An example of this is the new solid ink jet printing technology.
There can be no assurance that the Company's investments in new technologies,
including solid ink, will lead to the successful development of new products.
The Company's net sales are dependent upon the ability of its OEM customers
to develop and sell products that incorporate the Company's impulse ink jet
products. Factors such as economic conditions, inventory positions, limited
marketing resources and other factors affecting these OEM customers could have a
substantial impact upon the Company's financial results. No assurances can be
given that the Company's OEM customers will not experience financial or other
difficulties that could adversely affect their operations and, in turn, the
results of operations of the Company.
11
<PAGE> 12
For the three months ended March 31, 1997, approximately 72% of the
Company's net sales were to its top ten OEM customers, while approximately 24%
of the Company's net sales for this period was to Marsh Company. A significant
diminution in the sales to or loss of any of the Company's major customers would
have a material adverse effect on the Company's results of operations.
For the three months ended March 31, 1997, approximately 71% of the
Company's net sales were derived from carton coding and the Company anticipates
that carton coding will continue to account for a substantial portion of the
Company's total net sales. A reduction in demand for carton coding systems would
have a material adverse effect on the Company's business, results of operations
and financial condition.
The Company's annual and quarterly operating results may fluctuate due to
factors such as the timing of new product announcements and introductions by the
Company and its competitors, market acceptance of new or enhanced versions of
the Company's products, changes in product mix, changes in manufacturing costs
or other expenses, competitive pricing pressures, the gain or loss of
significant customers, increased research and development expenses and general
economic conditions.
The trading price of the Company's Common Stock could be subject to wide
fluctuations in response to quarterly variations in the Company's operating
results, shortfalls in such operating results from levels forecast by securities
analysts and other events or factors. In addition, the stock market has, from
time to time, experienced extreme price and volume fluctuations that have often
been unrelated to the operating performance of the affected companies.
In connection with the consummation of the Company's initial public offering
in February, 1996, the Company paid down all of its indebtedness and fully
amortized a number of expenses incurred in connection with the 1994 acquisition.
As a result, period to period comparisons involving periods through March 31,
1996 may not necessarily be meaningful or indicative of trends in operating
results.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had working capital of $25.2 million compared
to $21.1 million at September 30, 1996. At March 31, 1997, the Company has cash
and temporary cash investments of $20.6 million.
The Company's long-term capital requirements will depend on numerous factors
including the rate at which the Company identifies, evaluates and acquires new
technologies, whether through entering into licensing arrangements or acquiring
businesses, the timing of the expansion of the Company's facilities and the
purchase of additional factory automation equipment. The Company anticipates
that it will incur expenditures to expand its facilities during the next 12
months. The Company believes the proceeds of the initial public offering,
together with amounts available from cash generated by its operating activities,
will be adequate to meet the Company's anticipated needs for working capital and
capital expenditures through at least the next 12 months.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
The following exhibit is filed as a part of this report:
Exhibit Number Title
27 Financial Data Schedule.
b. Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended March 31, 1997.
SIGNATURES
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 thereunto duly authorized.
Dated: May 9, 1997
Trident International, Inc.
(Registrant)
/s/ Elaine A. Pullen
-------------------------------------
Elaine A. Pullen
President and Chief Executive Officer
/s/ J. Leo Gagne
-------------------------------------
J. Leo Gagne
Vice President and Chief
Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 20,643
<SECURITIES> 0<F1>
<RECEIVABLES> 4,656
<ALLOWANCES> 300
<INVENTORY> 1,846
<CURRENT-ASSETS> 27,485
<PP&E> 2,247
<DEPRECIATION> 681
<TOTAL-ASSETS> 42,016
<CURRENT-LIABILITIES> 2,327
<BONDS> 0
0
0
<COMMON> 71
<OTHER-SE> 39,618
<TOTAL-LIABILITY-AND-EQUITY> 42,016
<SALES> 14,287
<TOTAL-REVENUES> 14,287
<CGS> 4,982
<TOTAL-COSTS> 3,811
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,989
<INCOME-TAX> 2,306
<INCOME-CONTINUING> 3,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,683
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.51
<FN>
<F1>AMOUNTS INAPPLICABLE OR NOT DISCLOSED AS A SEPARATE LINE ON THE CONDENSED
CONSOLIDATED BALANCE SHEETS OR CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
ARE REPORTED AS 0 HEREIN.
</FN>
</TABLE>
