PRESSTEK INC /DE/
10-Q, 1997-05-13
PRINTING TRADES MACHINERY & EQUIPMENT
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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 29, 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 0-17541

                                 PRESSTEK, INC.
             (Exact name of registrant as specified in its charter)

   Delaware                                                   02-0415170
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

 8-9 Commercial Street, Hudson, New Hampshire                  03051-3907
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (603)595-7000

               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

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock,  as of the latest  practicable  date: As of May 7, 1997,  there
were 15,456,271  shares  outstanding of the Registrant's  common stock, $.01 par
value per share.


<PAGE>


                                 PRESSTEK, INC.

                                      INDEX

                                                                           PAGE

PART I            FINANCIAL INFORMATION

   Item 1  Financial Statements

           Balance Sheets as of
           March 29, 1997 (unaudited)
           and December 28, 1996                                              3

           Statements  of Income for the 
           three month  periods ended 
           March 29, 1997 and March 30, 1996
           (unaudited)                                                        4

           Statements of Cash Flows for the
           three month periods ended
           March 29, 1997 and March 30, 1996
           (unaudited)                                                        5

           Notes to Financial Statements
           (unaudited)                                                        6

   Item 2  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                     11

PART II           OTHER INFORMATION                                          17

   Item 1  Legal Proceedings

   Item 6  Exhibits and Reports on Form 8-K


Signatures                                                                   18


<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

                                 PRESSTEK, INC.
                                 BALANCE SHEETS


                                                      March 29,     December 28,
                                                        1997            1996
                                                   ------------    ------------
                                                   (Unaudited)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                        $  2,946,213    $  3,530,866
  Marketable securities                               3,033,899       6,602,854
  Accounts receivable, net of allowance
    for doubtful accounts of $220,606
    in 1997 and $183,851 in 1996                     18,422,079      17,306,020
  Inventory                                          12,092,631      10,639,657
  Costs and estimated earnings in excess
    of billings on uncompleted contracts              1,699,585       1,625,137
  Other current assets                                  450,894         855,287
                                                   ------------    ------------
         Total current assets                        38,645,301      40,559,821
                                                   ------------    ------------

PROPERTY, PLANT AND EQUIPMENT:
  Land                                                2,426,827       2,426,827
  Buildings under construction                        7,577,600       3,716,174
  Machinery and equipment                            18,494,199      14,574,637
  Furniture and fixtures                                698,903         681,648
  Leasehold improvements                              2,603,360       2,514,102
  Other                                                  34,498          34,498
                                                   ------------    ------------
         Total                                       31,835,387      23,947,886
  Less accumulated depreciation and amortization     (4,660,235)     (4,230,674)
                                                   ------------    ------------
  Property, plant and equipment, net                 27,175,152      19,717,212
                                                   ------------    ------------

OTHER ASSETS:
  Goodwill, net                                       6,063,614       6,144,819
  Patent applications costs and
    license rights, net                               1,714,410       1,704,406
  Software developments costs, net                      404,937         546,838
  Other                                                 139,189         150,000
                                                   ------------    ------------
         Total other assets                           8,322,150       8,546,063
                                                   ------------    ------------

         TOTAL                                     $ 74,142,603    $ 68,823,096
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable                                     $  1,800,000    $         --
  Accounts payable                                    8,082,876       8,332,558
  Accrued expenses                                    1,360,159         802,692
  Accrued salaries and employee benefits                607,144         686,090
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                        --       1,355,130
                                                   ------------    ------------
         Total current liabilities                   11,850,179      11,176,470
                                                   ------------    ------------

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                       264,953         204,104
                                                   ------------    ------------

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; authorized
    1,000,000 shares; no shares issued or
    outstanding                                              --              --
  Common stock, $.01 par value; authorized
    75,000,000 shares; issued and outstanding
    15,398,746 shares at March 29, 1997;
    15,392,276 shares at December 28, 1996              153,987         153,923
  Additional paid-in capital                         50,858,384      49,188,118
  Unrealized loss on marketable securities, net         (30,393)        (42,911)
  Retained earnings                                  11,045,493       8,143,392
                                                   ------------    ------------
  Stockholders' equity                               62,027,471      57,442,522
                                                   ------------    ------------

         TOTAL                                     $ 74,142,603    $ 68,823,096
                                                   ============    ============


                        See notes to financial statements


                                     - 3 -

<PAGE>


                                 PRESSTEK, INC.

                              STATEMENTS OF INCOME
                                   (Unaudited)

                                                      Three Months Ended
                                                  March 29,         March 30,
                                                    1997              1996
                                                 ------------------------------
REVENUES:
  Product sales                                  $ 16,346,956      $  7,524,957
  Royalties and fees from licensees                 3,660,696         3,479,797
                                                 ------------      ------------
     Total revenues                                20,007,652        11,004,754
                                                 ------------      ------------

COSTS AND EXPENSES:
  Cost of products sold                            10,607,114         5,400,723
  Engineering and product development               2,267,335         2,228,548
  Marketing                                           761,838           545,371
  General and administrative                        1,247,423           966,803
                                                 ------------      ------------
     Total costs and expenses                      14,883,710         9,141,445
                                                 ------------      ------------

INCOME FROM OPERATIONS                              5,123,942         1,863,309

OTHER INCOME (EXPENSE):
  Dividend and interest, net                          104,676           212,255
  Other, net                                         (446,517)          (16,150)
                                                 ------------      ------------
     Total other income - net                        (341,841)          196,105
                                                 ------------      ------------

INCOME BEFORE INCOME TAXES                          4,782,101         2,059,414

PROVISION FOR INCOME TAXES                          1,880,000           770,000
                                                 ------------      ------------

NET INCOME                                       $  2,902,101      $  1,289,414
                                                 ============      ============

WEIGHTED AVERAGE NUMBER OF COMMON
  AND COMMON EQUIVALENT SHARES                     16,495,988        16,500,536
                                                 ============      ============

NET INCOME PER COMMON AND
  COMMON EQUIVALENT SHARE                        $        .18      $        .08
                                                 ============      ============

                        See notes to financial statements


                                      - 4 -

<PAGE>


                                 PRESSTEK, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                          March 29,       March 30,
                                                            1997            1996
                                                       ------------    ------------
<S>                                                    <C>             <C>         
CASH FLOWS - OPERATING ACTIVITIES:
  Net income                                           $  2,902,101    $  1,289,414
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Tax benefit arising from stock option deductions      1,575,000         770,000
    Depreciation                                            429,562         244,627
    Amortization                                            281,239         181,581
    Provision for warranty and other costs                  366,765         127,500
    Other, net                                              332,074          18,183
  (Increase) decrease in:
    Accounts receivable                                  (1,300,528)      1,352,598
    Inventory                                            (1,552,974)     (1,294,448)
    Costs and estimated earnings in excess of
     billings on uncompleted contracts                      (74,448)       (253,998)
    Other current assets                                    404,393          15,722
  Increase (decrease) in:
    Accounts payable and accrued expenses                    41,020       1,084,153
    Accrued salaries and employee benefits                  (78,946)        (31,078)
    Billings in excess of costs and estimated
     earnings on uncompleted contracts                   (1,355,130)       (634,765)
                                                       ------------    ------------

    Net cash provided by operating activities             1,970,128       2,869,489
                                                       ------------    ------------

CASH FLOWS - INVESTING ACTIVITIES:
  Investment in subsidiary, net of cash acquired                 --      (7,456,020)
  Purchases of property and equipment                    (7,887,501)       (940,455)
  Proceeds from sale of equipment                             1,200              --
  Increase in other assets                                  (57,326)       (174,546)
  Sales and maturities of marketable securities           3,493,516              --
  Purchases of marketable securities                             --      (7,050,122)
                                                       ------------    ------------

    Net cash used for investing activities               (4,450,111)    (15,621,143)
                                                       ------------    ------------

CASH FLOWS - FINANCING ACTIVITIES:
  Net proceeds from sale of common stock
   and warrants                                              95,330      20,628,178
  Proceeds from line of credit                            1,800,000              --
                                                       ------------    ------------

    Net cash provided by financing activities             1,895,330      20,628,178
                                                       ------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           (584,653)      7,876,524

CASH AND CASH EQUIVALENTS
  BEGINNING OF PERIOD                                     3 530,866       3,628,021
                                                       ------------    ------------
  END OF PERIOD                                        $  2,946,213    $ 11,504,545
                                                       ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
 Cash paid during the period for income taxes          $     90,406    $     45,000
                                                       ============    ============
</TABLE>

                        See notes to financial statements

                                      - 5 -

<PAGE>

                                 PRESSTEK, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 29, 1997


1.   BASIS OF PRESENTATION

     The unaudited  financial  statements  have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with the  instructions  to Rule 10 of Regulation S-X.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting   principles  for  complete  financial   statements.   The  financial
information  included in the quarterly report should be read in conjunction with
the Company's  audited  financial  statements  and related notes thereto for the
year ended December 28, 1996. The December 28, 1996 information has been derived
directly from the annual financial statements. In the opinion of management, all
adjustments  considered necessary for a fair presentation have been included and
all such adjustments were normal and recurring.

     Presstek,  Inc. (the  "Company"),  which was  incorporated  in the State of
Delaware in September 1987,  develops,  manufactures,  and markets  proprietary,
digital imaging  technologies  and system  architectures,  and  non-photographic
consumables  (the "Direct Imaging"  technologies)  primarily to the graphic arts
and  related   imaging   industries.   The  Company's   current  Direct  Imaging
technologies,  referred to as PEARL(R), permit the direct digital imaging of the
Company's printing plates and films which eliminates the need for photosensitive
materials and the hazardous waste by-products and effluents  usually  associated
with these processes.

     Revenues  generated  under  the  Company's   agreements  with  Heidelberger
Druckmaschinen AG ("Heidelberg")  and from Heidelberg  distributors  represented
72% and 76% of the  Company's  total  revenues for the quarters  ended March 29,
1997, and March 30, 1996, respectively.

     On February 15, 1996, the Company  acquired 90% of the  outstanding  common
stock of Catalina  Coatings,  Inc.,  an Arizona  corporation  ("Catalina").  The
acquisition  was  accounted  for  as a  purchase.  Catalina  is  engaged  in the
development, manufacture and sale of vacuum deposition coating equipment and the
licensing and  sublicensing of patent rights with respect to a vapor  deposition
process  to coat  moving  webs of  material  at high  speeds.  The  Company  has
continued  the  business  of Catalina  which  operates  as a  subsidiary  of the
Company. Accordingly, the results of Catalina's operations have been included in
the Company's  first  quarter 1997 and 1996  financial  statements.  Significant
intercompany accounts and transactions have been eliminated.

     Certain  accounts in the 1996 financial  statements have been  reclassified
for comparative purposes to conform with the presentation in the March 29, 1997,
financial statements.

                                      - 6 -

<PAGE>



2.   INVENTORY

     Inventory is valued at the lower of cost or market, with cost determined on
the  first-in,  first-out  method.  At March 29,  1997,  and  December 28, 1996,
inventory consisted of the following:


                                                   1997                   1996
                                                   ----                   ----
Raw materials                                  $ 9,751,317           $ 6,155,277
Work in process                                  1,552,238             3,532,724
Finished goods                                     789,076               951,656
                                               -----------           -----------
     Total                                     $12,092,631           $10,639,657
                                               ===========           ===========

3.   NET INCOME PER COMMON SHARE

     Net income per  common  share is  computed  by  dividing  net income by the
weighted  average  number of Common  Stock and Common  Stock  equivalent  shares
outstanding.  Common Stock  equivalents  represent  the  dilutive  effect of the
assumed exercise of outstanding stock options and warrants.

     A summary of the  calculations  for the three month periods ended March 29,
1997, and March 30, 1996, follows:



<TABLE>
<CAPTION>
                                                                                1997                                1996
                                                                 ----------------------------           ----------------------------
                                                                                        Fully                                 Fully
                                                                  Primary             Diluted            Primary            Diluted
                                                                  -------             -------            -------            -------
                                                                                       (In Thousands, Except Per Share)
<S>                                                               <C>                <C>                <C>                <C>     
Net income                                                        $  2,902           $  2,902           $  1,289           $  1,289
                                                                  ========           ========           ========           ========
Weighted average common shares
outstanding                                                         15,402             15,402             14,972             14,972

Common equivalent shares from assumed
conversion of outstanding options
and warrants whose effect are not
antidilutive on earnings per share                                   1,485              1,486              1,850              1,857

Less shares assumed repurchased using
the treasury method for calculation of
net shares outstanding                                                (391)              (392)              (321)              (289)
                                                                  --------           --------           --------           --------

Weighted average common and common
equivalent shares outstanding                                       16,496             16,496             16,501             16,540
                                                                  ========           ========           ========           --------
Net income per common and common
equivalent shares                                                 $    .18           $    .18           $    .08           $    .08
                                                                  ========           ========           ========           ========
</TABLE>

                                      - 7 -

<PAGE>


     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share", which
is effective for both interim and annual periods ending after December 15, 1997.
Earlier  application is not permitted.  The Company  accordingly  plans to adopt
SFAS No. 128 in its January 3, 1998  annual  financial  statements.  The Company
does not  anticipate  that SFAS No. 128 would have had a material  effect on the
earnings per share presented, if it had been adopted in the first quarter 1997.

4.   INCOME TAXES

     The  components of the  provision  for income taxes for the quarters  ended
March 29, 1997, and March 30, 1996,  based upon the estimated  effective  income
tax rate for the full fiscal year, were as follows:

                                                         1997              1996
                                                         ----              ----

Current tax expense - State                          $  305,000       $       --
Charge in lieu of income taxes:
   Federal                                            1,575,000          640,000
   State                                                     --          130,000
                                                     ----------       ----------
         Total provision                             $1,880,000       $  770,000
                                                     ==========       ==========

     The  charge in lieu of income  taxes  included  in the first  quarter  1997
relates to the tax benefit of stock  option  deductions  principally  from prior
years.  The charge in lieu of income  taxes  included in the first  quarter 1996
related to the tax benefit of stock option deductions in the first quarter 1996.
The  tax  benefit  of  such  stock  option   deductions  has  been  credited  to
stockholders' equity.

5.   LINE OF CREDIT

     On December 18, 1996,  the Company  entered into an agreement with Citizens
Bank New Hampshire  for a revolving  line of credit loan under which the Company
may borrow a maximum of $10,000,000 for working capital requirements and general
corporate purposes. Borrowings are secured by substantially all of the Company's
assets and are guaranteed by the Company's subsidiary,  Catalina, and secured by
its assets.  Under the terms of the revolving credit  agreement,  the Company is
required to meet certain  financial  covenants on a quarterly  and annual basis.
Interest on the line of credit is payable at the LIBOR rate plus 1.75% (7.47% at
March 29, 1997). The loan agreement  terminates on July 31, 1997, at which date,
the entire  principal and accrued  interest is due and payable.  As of March 29,
1997, the Company had $1,800,000  outstanding and $8,200,000 available under the
line of credit.


                                      - 8 -
<PAGE>

6.   OTHER INFORMATION

     The Company is currently  constructing two new facilities,  a 70,000 square
foot  manufacturing  facility  in Tucson,  Arizona for  Catalina,  and a 100,000
square  foot  manufacturing  facility  in  Hudson,  New  Hampshire.  The  Hudson
manufacturing  facility is  expected  to  accommodate  the  Company's  new plate
manufacturing  operations,  which will utilize a new vacuum  deposition  coating
system  currently being  developed and built for the Company by Catalina,  along
with  the  necessary  plate  finishing  and  packaging  equipment.  The  Company
estimates  that  the  total  capital  cost of  these  projects,  including  land
purchases, to be approximately $30,000,000.

     Through March 29, 1997, the Company has expended approximately  $10,005,000
for  land,  land  improvements,  and  construction  of the two  new  facilities.
Approximately  $3,862,000 of this total was expended during the first quarter of
1997, and as of March 29, 1997, the Company had outstanding purchase commitments
of  approximately  $4,400,000 with respect to the new facilities.  Additionally,
through  March  29,  1997,  the  Company  expended  $10,742,000  for  new  plate
manufacturing and packaging  equipment.  Approximately  $2,933,000 of this total
was expended  during the first  quarter of 1997,  and as of March 29, 1997,  the
Company had outstanding  purchase  commitments of approximately  $4,800,000 with
respect to the plate manufacturing and packaging equipment.

     Since June 28, 1996,  several class action  lawsuits were filed against the
Company  and  certain  other  defendants,  including,  but  not  limited  to the
Company's  officers and directors.  These actions have been  consolidated in the
United  States  District  Court,  District  of  New  Hampshire,   and  a  single
consolidated   amended  complaint  has  been  filed  by  lead  counsel  for  the
plaintiffs. In addition, two actions have been filed derivatively,  on behalf of
the Company, one in the Chancery Court of the State of Delaware and the other in
the United States District Court, District of New Hampshire.

     The lawsuits each contain a variety of allegations  including,  among other
things,  that the defendants  violated Section 10(b) of the Securities  Exchange
Act of  1934  (the  "Exchange  Act")  and  Rule  10b-5  promulgated  thereunder,
violations of Section  20(a) of the Exchange  Act,  common law fraud and deceit,
negligent  misrepresentation  and waste of  corporate  assets.  The  allegations
include  claims  that  the  Company   issued  false  and  misleading   financial
statements,  and failed to properly disclose (a) adverse information  concerning
the Company's  patents;  (b) the nature and extent of the  investigation  by the
Securities and Exchange Commission with respect to activities by certain unnamed
persons and entities in connection  with the securities of  the Company  (c) the
backlog of orders  from,  supply  contracts  with,  and orders  received  by its
principal  customer.  The  Company's  officers and directors are alleged to have
sold the  Company's  common  stock while in  possession  of material  non-public
information. The plaintiffs generally are seeking to recover unspecified damages
and  reimbursement  of their costs and expenses  incurred in connection with the
action.  Moreover,  the plaintiff in the  derivative  action in Delaware is also
seeking  a  return  to the  Company  of all  salaries  and the  value  of  other
remuneration paid to the defendants by the


                                      - 9 -


<PAGE>



Company  during  the time they were in breach of their  fiduciary  duties and an
accounting of and/or  constructive  trust on the proceeds of defendants  trading
activities in the common stock.

     The Company intends to vigorously defend all actions.  However, the outcome
of any litigation is subject to uncertainty  and a successful  claim against the
Company,  in any of the foregoing actions,  could have a material adverse effect
on the  financial  position and results of  operations  of the  Company.  At the
present time, the Company cannot reasonably estimate the ultimate liability,  if
any, resulting from these lawsuits.  Accordingly, no provision for any liability
that may result has been recorded in the accompanying financial statements.


                                     - 10 -

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:

     The statements  which are not historical facts contained in this Item 2 and
elsewhere in this Form 10-Q are forward looking statements that involve a number
of  risks  and  uncertainties,  including,  but not  limited  to,  the  risks of
uncertainty  of  patent  protection,  the  impact of  supply  and  manufacturing
constraints or  difficulties,  possible  technological  obsolescence,  increased
competition, litigation, and other risks detailed in the Securities and Exchange
Commission filings of Presstek, Inc. (the "Company").

Results of Operations

     The Company,  which was  incorporated in the State of Delaware in September
1987,  continues to further develop and market its proprietary,  digital imaging
technologies and system  architectures,  and  non-photographic  consumables (the
"Direct Imaging" technologies) primarily to the graphic arts and related imaging
industries.  The Company's current Direct Imaging  technologies,  referred to as
PEARL(R), permit the direct digital imaging of the Company's printing plates and
films which eliminates the need for  photosensitive  materials and the hazardous
waste by-products and effluents usually associated with these processes.

     The  Company  continues  to  pursue  a  strategy  based  on  alliances  and
relationships  with major  corporations in the graphic arts and other industries
encompassing    licensing,    product    development   and    commercialization,
manufacturing,  marketing,  distribution,  sales and  services.  The Company and
Heidelberger Druckmaschinen AG ("Heidelberg"),  the world's largest manufacturer
of printing presses and printing equipment,  based in Germany, jointly developed
the first  Heidelberg  Direct  Imaging  Printing  Press (the  "GTO-DI")  and its
successor,  the four color, fully automated  lithographic press, the Quickmaster
DI 46-4  ("Quickmaster  DI") to take full  advantage of the  Company's  improved
implementation  of its Direct Imaging  technologies.  The  Quickmaster DI press,
which was  introduced by Heidelberg in May 1995 to replace the GTO-DI,  which is
no longer  being  produced,  employs  the  Company's  automatic  plate  changing
cylinder which  eliminates the need for manually  changing  plates between jobs.
The Company also has an agreement with the Adast-Adamov  Company, a manufacturer
of offset  lithographic  presses.  This agreement has resulted in the use of the
Company's Direct Imaging  technologies on a larger format (19" x 26") multicolor
press.  Shipments of the Omni Adast  Direct  Imaging  systems  began in December
1996. In addition,  Nilpeter A/S of Denmark has announced the introduction of an
offset label press that utilizes the Company's technology.


                                     - 11 -

<PAGE>


     During  1996,  the  Company  began  shipments  of  the  PEARLsetter(TM),  a
computer-to-plate  imaging  device that images  both the  Company's  wet and dry
offset printing plates. Other systems are under development,  which will use the
Company's   imaging  and  plate  technology  in  a  broader  range  of  printing
applications.

     On February 15, 1996, the Company  acquired 90% of the  outstanding  common
stock of Catalina  Coatings,  Inc.,  an Arizona  corporation  ("Catalina").  The
acquisition  was  accounted  for  as a  purchase.  Catalina  is  engaged  in the
development, manufacture and sale of vacuum deposition coating equipment and the
licensing and  sublicensing of patent rights with respect to a vapor  deposition
process  to coat  moving  webs of  material  at high  speeds.  The  Company  has
continued  the  business  of Catalina  which  operates  as a  subsidiary  of the
Company. Accordingly, the results of Catalina's operations have been included in
the Company's first quarter 1997 and 1996 financial statements.

     The Company  operates and reports on a 52/53 week fiscal year ending on the
Saturday  closest to December 31.  Accordingly,  the first  quarters of 1997 and
1996 ended on March 29, 1997, and March 30, 1996, respectively.

Revenues

     Revenues for the  quarters  ended March 29,  1997,  and March 30, 1996,  of
$20,008,000 and  $11,005,000  respectively,  (of which  $1,584,000 and $891,000,
respectively,  related to Catalina) consisted of product sales, royalties,  fees
and other reimbursements.  Product sales for the first quarter of 1997 increased
$8,822,000 (117%) over the first quarter of 1996 primarily as a result of volume
increases  in  sales  by the  Company  of  Direct  Imaging  systems  used in the
Quickmaster DI, as well as volume increases in consumable  sales.  Royalties and
fees from licensees  increased $181,000 in the first quarter of 1997 as a result
of increases in royalties of $1,823,000, of which $1,679,000 was attributable to
increases  in product  sales to  Heidelberg,  and a decrease  of  $1,642,000  in
engineering  and other fees.  Engineering  and other fees are based primarily on
amounts  annually agreed upon between the Company and  Heidelberg.  No such fees
have been  negotiated  for 1997,  and there can be no assurance that the Company
will  receive such fees from  Heidelberg  in the current  fiscal year.  Revenues
generated  under the Company's  agreements  with  Heidelberg and from Heidelberg
distributors  represented  72% and 76% of the Company's  total  revenues for the
quarters ended March 29, 1997, and March 30, 1996, respectively.

Cost of Products Sold

     Costs of products sold for the quarters ended March 29, 1997, and March 30,
1996, of  $10,607,000  and  $5,401,000  respectively  (of which  $1,205,000  and
$638,000,  respectively,  related to Catalina), consisted of the material, labor
and overhead costs associated with product sales, as well as anticipated future


                                     - 12 -


<PAGE>



warranty costs. The increases in such costs, comparing the first quarter of 1997
with the first  quarter  of 1996,  related  primarily  to  corresponding  volume
increases in product sales. The improvement in the gross margin on product sales
to 35% from 28%,  comparing  the first  quarter of 1997 with the same  period in
1996,  results primarily from a change in product mix and certain  manufacturing
efficiencies.

Engineering and Product Development

     Engineering and product development  expenses were $2,267,000 for the first
quarter of 1997, as compared to $2,229,000 for the first quarter of 1996.  These
expenses include parts, supplies,  labor, and contracted services related to the
Company's continued development of products  incorporating its PEARL technology,
as  well  as  other  product   development   efforts   including  the  Company's
PEARLwet(TM) and PEARLdry(TM) plates.

Marketing

     Marketing expenses were $762,000 for the first quarter of 1997, as compared
to $545,000  for the same period in 1996,  an  increase of $217,000  (40%).  The
increase related principally to increased  expenditures for additional personnel
and related costs as well as various promotional activities.

General and Administrative

     General and Administrative  expenses for the quarters ended March 29, 1997,
and March 30, 1996, of $1,247,000  and $966,803 (of which $239,000 and $167,000,
respectively,   related  to   Catalina)   related   primarily  to  increases  in
expenditures  for salaries and other costs required to conduct  various  general
and administrative functions of the Company.

Other Income and Expense

     Dividend  and  interest  income,  net of  interest  expense,  earned on the
Company's cash and investments decreased $107,000 comparing the first quarter of
1997 with the same  period  in 1996,  principally  as a result of the  decreased
funds available for investment.

     The increase in other  expenses of $430,000  comparing the first quarter of
1997 to the first  quarter of 1996  related  primarily  to the foreign  exchange
losses incurred on certain receivables from Heidelberg.

Income Taxes

     The  provision  for income  taxes for the  quarter  ended  March 29,  1997,
represents a $1,575,000  charge in lieu of federal  income taxes relating to the
tax benefit of stock option deductions

                                     - 13 -

<PAGE>



principally  from prior years and a state  provision of $305,000  based upon the
estimated effective income tax rate for the full fiscal year.

     The  provision for income taxes in 1996  represented  the charge in lieu of
income taxes  arising from stock option  deductions  in the first  quarter 1996,
based upon the estimated effective income tax rate for the full fiscal year. The
tax  benefits  related to such stock  option  deductions  have been  credited to
stockholders' equity in the first quarters of 1997 and 1996.

Net Income

     As a result of the foregoing,  the Company had net income of $2,902,000 for
the first  quarter of 1997  compared to net income of  $1,289,000  for the first
quarter of 1996.  The  operations of Catalina did not have a material  effect on
net income for the quarters ended March 29, 1997, and March 30, 1996.

Liquidity and Capital Resources

     At March 29,  1997,  the  Company  had working  capital of  $26,795,000,  a
decrease of $2,588,000 as compared to working capital of $29,383,000 at December
28, 1996. This decrease was primarily  attributed to the Company's  additions to
property,  plant and equipment of $7,888,000,  offset in part by net income from
operations  $2,902,000,  plus non-cash items  including the tax benefit  arising
from stock option deductions of $1,575,000, and depreciation and amortization of
$711,000.

     Net cash provided by operating  activities  of  $1,970,000  for the quarter
ended March 29, 1997,  resulted  primarily  from net income from  operations  of
$2,902,000  plus  noncash  items of  totaling  $2,985,000  ($1,575,000  of which
relates to the tax benefit  arising  from stock  option  deductions),  offset by
increases in accounts receivable and inventory of $1,301,000 and $1,553,000, and
a  decrease  in  billings  in  excess  of  costs  on  uncompleted  contracts  of
$1,355,000.

     Net cash used for investing  activities of $4,450,000 for the quarter ended
March 29, 1997,  resulted  primarily  from the  proceeds of sales of  marketable
securities of $3,494,000,  offset by additions to property,  plant and equipment
used in the Company's business of $7,888,000.

     Net cash  provided by financing  activities  during the quarter ended March
29, 1997,  totaled  $1,895,000,  and  consisted of the proceeds from the line of
credit of  $1,800,000  and the sale of Common Stock  incident to the exercise of
various stock options.

     The Company is currently  constructing two new facilities;  a 70,000 square
foot  facility  in Tucson,  Arizona  for  Catalina,  and a 100,000  square  foot
manufacturing facility in Hudson, New


                                     - 14 -


<PAGE>



Hampshire.  The Hudson  manufacturing  facility is expected to  accommodate  the
Company's new plate  manufacturing  operations,  which will utilize a new vacuum
deposition coating system currently being developed and built for the Company by
Catalina,  along with the necessary plate finishing and packaging equipment. The
Company estimates that the total capital cost of these projects,  including land
purchases, to be approximately $30,000,000.

     Through March 29, 1997, the Company has expended approximately  $10,005,000
for  land,  land  improvements,  and  construction  of the two  new  facilities.
Approximately  $3,862,000 of this total was expended during the first quarter of
1997, and as of March 29, 1997, the Company had outstanding purchase commitments
of  approximately  $4,400,000 with respect to the new facilities.  Additionally,
through  March  29,  1997,  the  Company  expended  $10,742,000  for  new  plate
manufacturing and packaging  equipment.  Approximately  $2,933,000 of this total
was expended  during the first  quarter of 1997,  and as of March 29, 1997,  the
Company had outstanding  purchase  commitments of approximately  $4,800,000 with
respect to the plate manufacturing and packaging equipment.

     On December 18, 1996,  the Company  entered into an agreement with Citizens
Bank New Hampshire  ("Citizens") for a revolving line of credit loan under which
the Company may borrow a maximum of $10,000,000 for working capital requirements
and general corporate  purposes.  Borrowings are secured by substantially all of
the Company's  assets and are guaranteed by the Company's  subsidiary,  Catalina
Coatings,  Inc.  and  secured by its  assets.  Under the terms of the  revolving
credit agreement, the Company is required to meet certain financial covenants on
a quarterly and annual  basis.  Interest on the line of credit is payable at the
LIBOR rate plus 1.75% (7.47% at March 29, 1997).  The loan agreement  terminates
on July 31, 1997, at which date,  the entire  principal and accrued  interest is
due and payable.  As of March 29, 1997, the Company had  $1,800,000  outstanding
and $8,200,000 available under the line of credit.

     The Company  continues to explore  various  long term funding  options with
respect to  financing  the cost of its new  facilities  and plate  manufacturing
equipment.  Moreover,  in order to fund  increased  production  of the Company's
Direct  Imaging  system for the  Quickmaster  DI during the balance of 1997, the
Company will require  additional  working  capital if its current line of credit
with Citizens is not renewed or replaced upon its expiration in July 1997, or if
the Company is unable to obtain any long-term  financing for its new facilities.
There can be no assurance  that the Company can obtain any necessary  financing,
or that the current line of credit with Citizens will be renewed.

Effect of Inflation

     Inflation has not had, and is not expected to have, a material  impact upon
the Company's operations.

Recently Issued Accounting Standards

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share", which
is effective for both interim and annual periods ending after December 15, 1997.
Earlier  application is not permitted.  The Company  accordingly  plans to adopt
SFAS No.128 in its January 3, 1998 annual financial statements. The Company does
not  anticipate  that  SFAS No.  128  would  have had a  material  effect on the
earnings per share presented, if it had been adopted in the first quarter 1997.


                                     - 15 -


<PAGE>



                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     See Item 3 of the  Company's  Form 10-K for the fiscal year ended  December
28, 1996, for a description  of certain legal  proceedings  pending  against the
Company, its officers, and certain of its directors.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibit 27 Financial Data Schedule (for SEC use only)

     (b)  No  reports  on Form 8-K were  filed for the  quarter  for which  this
          report is filed.


                                     - 16 -

<PAGE>


                                   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 12, 1997



                                                         PRESSTEK, INC.
                                                          (Registrant)



                                                 By: /s/ Richard A. Williams
                                                    ---------------------------
                                                     Richard A. Williams
                                                     Chief Executive Officer
                                                     (Duly Authorized Officer)
                                             
                                                 By: /s/ Glenn J. DiBenedetto
                                                    ---------------------------
                                                     Glenn J. DiBenedetto
                                                     Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)
                                        
                                     - 17 -

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AT
MARCH 29, 1997 AND IS QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JAN-3-1998
<PERIOD-END>                                   MAR-29-1997
<CASH>                                         2,946,213
<SECURITIES>                                   3,033,899
<RECEIVABLES>                                  18,642,685
<ALLOWANCES>                                   220,606
<INVENTORY>                                    13,792,216<F1>
<CURRENT-ASSETS>                               38,645,301
<PP&E>                                         31,835,387
<DEPRECIATION>                                 4,660,235
<TOTAL-ASSETS>                                 74,142,603
<CURRENT-LIABILITIES>                          11,850,179
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       153,987
<OTHER-SE>                                     61,873,484
<TOTAL-LIABILITY-AND-EQUITY>                   74,142,603
<SALES>                                        16,346,956
<TOTAL-REVENUES>                               20,007,652
<CGS>                                          10,607,114
<TOTAL-COSTS>                                  10,607,114
<OTHER-EXPENSES>                               2,267,335
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                4,782,101
<INCOME-TAX>                                   1,880,000
<INCOME-CONTINUING>                            2,902,101
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,902,101
<EPS-PRIMARY>                                  .18
<EPS-DILUTED>                                  .18
        
<FN>
(1)  Includes $1,699,585 costs and estimated earnings in excess of billings on 
     uncompleted contracts.
</FN>

</TABLE>


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