PRESSTEK INC /DE/
10-Q, 2000-08-15
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:  July 1, 2000

                                       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 Identification No.)
incorporation or organization)

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 August 9, 2000 there
were 32,697,185  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 July 1, 2000 (unaudited)
               and January 1, 2000                                             3

               Statements of Operations for the three and six
               month periods ended July 1, 2000 and July 3,
               1999 (unaudited)                                                4

               Statements of Cash Flows for the six month
               periods ended July 1, 2000 and July 3, 1999
               (unaudited)                                                     5

               Notes to Financial Statements (unaudited)                       6

     Item 2    Management's Discussion and Analysis of
               Financial Condition and Results of Operations                  13

     Item 3    Quantitative and Qualitative Disclosures
               About Market Risk                                              19

PART II        OTHER INFORMATION                                              20

     Item 1    Legal Proceedings

     Item 6    Exhibits and Reports on form 8-K

Signatures                                                                    21

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                                 PRESSTEK, INC.
                                 BALANCE SHEETS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            July 1,             January 1,
                                                                             2000                  2000
                                                                          ---------             ---------
                                                                                    (unaudited)
<S>                                                                       <C>                   <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                               $  16,755             $  18,653
  Accounts receivable, net of allowance for losses
    of $2,884 and $3,302 in fiscal 2000 and 1999, respectively               14,089                11,645
  Inventories                                                                 9,984                 7,214
  Other current assets                                                        3,165                   859
                                                                          ---------             ---------
        Total current assets                                                 43,993                38,371
                                                                          ---------             ---------

PROPERTY, PLANT AND EQUIPMENT, NET                                           53,464                50,990
                                                                          ---------             ---------

OTHER ASSETS:
  Patent application costs and license rights, net                            5,073                 5,126
  Other                                                                       2,433                   146
                                                                          ---------             ---------
        Total other assets                                                    7,506                 5,272
                                                                          ---------             ---------

           TOTAL                                                          $ 104,963             $  94,633
                                                                          =========             =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt                                       $   1,714             $   1,024
  Accounts payable and accrued expenses                                       9,136                 8,888
  Accrued salaries and employee benefits                                      1,528                 1,269
  Net current liabilities of discontinued operations                          1,732                 1,817
                                                                          ---------             ---------
        Total current liabilities                                            14,110                12,998
                                                                          ---------             ---------

LONG-TERM DEBT, NET OF CURRENT PORTION                                       13,597                 8,830
                                                                          ---------             ---------

OTHER LONG-TERM LIABILITIES                                                  22,950                22,950
                                                                          ---------             ---------

COMMITMENTS AND CONTINGENCIES

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 32,615,397 shares at July 1, 2000;
    32,515,651 shares at January 1, 2000                                        326                   325
  Additional paid-in capital                                                 72,803                69,312
  Retained deficit                                                          (18,823)              (19,782)
                                                                          ---------             ---------
        Stockholders' equity                                                 54,306                49,855
                                                                          ---------             ---------
           TOTAL                                                          $ 104,963             $  94,633
                                                                          =========             =========
</TABLE>

                        See notes to financial statements


                                      - 3 -
<PAGE>

                                 PRESSTEK, INC.
                            STATEMENTS OF OPERATIONS
                       For the three and six months ended
                      (In thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                Three months ended             Six months ended
                                                                              July 1,        July 3,         July 1,        July 3,
                                                                               2000           1999            2000           1999
                                                                             --------       --------        --------       --------
<S>                                                                          <C>            <C>             <C>            <C>
REVENUES:
  Product sales                                                              $ 18,390       $ 10,736        $ 35,497       $ 20,563
  Royalties and fees from licensees                                             2,826          1,510           4,754          3,219
                                                                             --------       --------        --------       --------
        Total revenues                                                         21,216         12,246          40,251         23,782
                                                                             --------       --------        --------       --------
COSTS AND EXPENSES:
  Cost of products sold                                                        11,089          7,467          21,747         15,522
  Research and product development                                              4,145          4,476           8,704          8,320
  Sales and marketing                                                           3,050          1,521           4,715          2,817
  General and administrative                                                    2,364          1,832           4,225          3,518
                                                                             --------       --------        --------       --------
        Total costs and expenses                                               20,648         15,296          39,391         30,177
                                                                             --------       --------        --------       --------
INCOME (LOSS) FROM OPERATIONS                                                     568         (3,050)            860         (6,395)
                                                                             --------       --------        --------       --------
OTHER INCOME:
  Dividend and interest, net                                                        9            122             108            290
  Other, net                                                                       56             --              56             80
                                                                             --------       --------        --------       --------
        Total other income, net                                                    65            122             164            370
                                                                             --------       --------        --------       --------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                      633         (2,928)          1,024         (6,025)
PROVISION FOR INCOME TAXES                                                         65             --              65             --
                                                                             --------       --------        --------       --------
INCOME (LOSS) FROM CONTINUING OPERATIONS                                          568         (2,928)            959         (6,025)
                                                                             --------       --------        --------       --------

INCOME FROM DISCONTINUED OPERATIONS                                                --             94              --            107
                                                                             --------       --------        --------       --------
NET INCOME (LOSS)                                                            $    568       $ (2,834)       $    959       $ (5,918)
                                                                             ========       ========        ========       ========

EARNINGS (LOSS) PER SHARE - BASIC:
  From continuing operations                                                 $   0.02       $  (0.09)       $   0.03       $  (0.19)
                                                                             ========       ========        ========       ========
  From discontinued operations                                               $     --       $     --        $     --       $   0.01
                                                                             ========       ========        ========       ========
EARNINGS (LOSS) PER SHARE - BASIC                                            $   0.02       $  (0.09)       $   0.03       $  (0.18)
                                                                             ========       ========        ========       ========

EARNINGS (LOSS) PER SHARE - DILUTED:
  From continuing operations                                                 $   0.02       $  (0.09)       $   0.03       $  (0.19)
                                                                             ========       ========        ========       ========
  From discontinued operations                                               $     --       $     --        $     --       $   0.01
                                                                             ========       ========        ========       ========
EARNINGS (LOSS) PER SHARE - DILUTED                                          $   0.02       $  (0.09)       $   0.03       $  (0.18)
                                                                             ========       ========        ========       ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC                             32,601         32,311          32,581         32,305
                                                                             ========       ========        ========       ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED                           34,106         32,311          34,153         32,305
                                                                             ========       ========        ========       ========
</TABLE>

                        See notes to financial statements


                                     - 4 -
<PAGE>

                                 PRESSTEK, INC.
                            STATEMENTS OF CASH FLOWS
                            For the six months ended
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                            July 1,         July 3,
                                                                                                             2000            1999
                                                                                                           --------        --------
<S>                                                                                                        <C>             <C>
CASH FLOWS - OPERATING ACTIVITIES:
Income (loss) from continuing operations                                                                   $    959        $ (6,025)
Adjustments to reconcile income (loss) from continuing operations to net cash provided
 by (used in) operating activities of continuing operations:
     Depreciation                                                                                             2,756           2,486
     Amortization                                                                                               400             294
     Provision for warranty and other costs                                                                     385              68
     Provision for losses on accounts receivable                                                                520             860
     Other, net                                                                                                  50             (10)
Changes in operating assets and liabilities, net of effects from acquisitions
     Decrease (increase) in accounts receivable                                                              (2,964)         10,845
     Decrease (increase) in Inventories                                                                      (2,770)          2,491
     Increase in other current assets                                                                        (2,306)            (22)
     Decrease in accounts payable and accrued expenses                                                          (31)         (1,041)
     Increase in accrued salaries and employee benefits                                                         259             161
                                                                                                           --------        --------
         Net cash provided by (used in) operating activities of continuing operations                        (2,742)         10,107
         Net cash used in operating activities of discontinued operations                                       (85)         (3,959)
                                                                                                           --------        --------
         Net cash provided by (used in) operating activities                                                 (2,827)          6,148
                                                                                                           --------        --------

CASH FLOWS - INVESTING ACTIVITIES:
     Purchases of property, plant and equipment                                                              (5,229)         (6,680)
     Increase in other assets                                                                                  (303)           (209)
                                                                                                           --------        --------
         Net cash used in investing activities of continuing operations                                      (5,532)         (6,889)
         Net cash used in investing activities of discontinued operations                                        --             (95)
                                                                                                           --------        --------
         Net cash used in investing activities                                                               (5,532)         (6,984)
                                                                                                           --------        --------

CASH FLOWS - FINANCING ACTIVITIES:
     Net proceeds from the sale of common stock                                                               1,004             253
     Proceeds from long-term debt                                                                             5,959              --
     Repayments of long-term debt                                                                              (502)           (256)
                                                                                                           --------        --------
         Net cash provided by (used in) financing activities                                                  6,461              (3)
                                                                                                           --------        --------

DECREASE IN CASH AND CASH EQUIVALENTS                                                                        (1,898)           (839)
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD                                                                18,653          19,057
                                                                                                           --------        --------
CASH AND CASH EQUIVALENTS END OF PERIOD                                                                    $ 16,755        $ 18,218
                                                                                                           ========        ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid during the period for:
       Interest                                                                                            $    444        $    226
                                                                                                           ========        ========
       Income taxes                                                                                        $     55        $     --
                                                                                                           ========        ========

NON-CASH FINANCING ACTIVITY
       Warrants issued in exchange for consulting services to be performed over five
         years                                                                                             $  2,488        $     --
                                                                                                           ========        ========
</TABLE>

                        See notes to financial statements


                                     - 5 -
<PAGE>

                                 PRESSTEK, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JULY 1, 2000

1.   BASIS OF PRESENTATION

     Presstek,  Inc.  ("Presstek"  or "the  Company") is a leading  developer of
digital  imaging and printing  plate  technologies  for the printing and graphic
arts industries.  Presstek's products and applications  incorporate PEARL(R) and
DI(R)  digital   imaging   technologies   and  utilize  PEARL   consumables  for
computer-to-plate  and direct-to-press  applications.  The Company's patented DI
and PEARL  thermal  laser diode  family of products  enables  its  customers  to
produce high quality, full-color lithographic printed materials more quickly and
cost efficiently.

     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
fiscal  year ended  January 1, 2000.  The January 1, 2000  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.  Operating
results  for the three and six  months  ended  July 1, 2000 are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 30, 2000.

     In June 2000 the Company formed a subsidiary,  LaserTel,  Inc. ("LaserTel")
for the purpose of securing its supply of laser  diodes.  LaserTel is located in
the former Delta V Technologies,  Inc. ("Delta V") facility in Tucson,  Arizona.
LaserTel will operate as a subsidiary of Presstek, and will be primarily engaged
in the manufacture and development of the Company's  high-powered  laser diodes.
The results of LaserTel's  operations  for the three and six month period ending
July 1, 2000 were not material to the Company's results of operations.

     In November 1999 the Company  acquired 100% of the stock of R/H Consulting,
Inc.  ("R/H").  R/H was  principally  engaged in the research and development of
laser  imageable  printing  plates.  R/H was  purchased for $500,000 and 142,855
shares of the Company's  common stock. The excess purchase price over book value
of net  assets  acquired  of $1.9  million  has been  allocated  to the  patents
acquired.  The acquisition was accounted for as a purchase and accordingly,  the
results of R/H's operations,  which are not material,  have been included in the
financial  statements  for the second quarter and first six months ended July 1,
2000. The results of R/H's operations for the comparable  periods of fiscal 1999
would not have had a material impact on the Company's results of operations.

     The  divestiture  of the Company's  Delta V subsidiary  was recorded in the
quarter  ended  October 2, 1999 and the  financial  statements  for all  periods
reflect Delta V as a discontinued operation.  All of the following notes, unless
otherwise indicated,  refer to the continuing operations of Presstek. See Note 8
of notes to the financial statements.

     Certain  accounts  in  the  fiscal  1999  financial  statements  have  been
reclassified for comparative purposes to conform to the presentation in the July
1, 2000 financial statements.

     The Company  operates and reports on a 52/53 week fiscal year ending on the
Saturday closest to December 31. Accordingly,  the financial  statements include
the  thirteen  week periods  ended July 1, 2000 ("the  second  quarter of fiscal
2000") and July 3, 1999 ("the second  quarter of fiscal  1999"),  and the twenty
six week periods  ended July 1, 2000 ("the first six months of fiscal 2000") and
July 3, 1999 ("the first six months of fiscal 1999").


                                     - 6 -
<PAGE>

2.   INVENTORIES

     Inventories are valued at the lower of cost or market, with cost determined
using the first-in, first-out method. Inventories consisted of the following:

                                                      July 1,         January 1,
                                                       2000              2000
                                                     --------          --------
                                                           (In thousands)

          Raw material                               $  3,333          $  1,915
          Work in process                               2,833             3,055
          Finished goods                                3,818             2,244
                                                     --------          --------
                                                     $  9,984          $  7,214
                                                     ========          ========

3.   PROPERTY, PLANT AND EQUIPMENT, NET

     Property, plant and equipment at cost consisted of the following:

                                                      July 1,         January 1,
                                                       2000              2000
                                                     --------          --------
                                                           (In thousands)

          Land and land improvements                 $  2,037          $  2,037
          Buildings and leasehold improvements         21,891            20,476
          Production equipment and other               35,250            34,452
          Construction in progress                     11,336             8,341
                                                     --------          --------
                                                       70,514            65,306
          Less accumulated depreciation               (17,050)          (14,316)
                                                     --------          --------
                                                     $ 53,464          $ 50,990
                                                     ========          ========

4.   LONG-TERM DEBT AND CREDIT FACILITIES

     Long-term debt consisted of the following:

                                                      July 1,         January 1,
                                                       2000              2000
                                                     --------          --------
                                                           (In thousands)

          Mortgage term loan                         $  5,652          $  5,925
          Lease line of credit                          9,659             3,929
                                                     --------          --------
                                                       15,311             9,854
          Less current portion                         (1,714)           (1,024)
                                                     --------          --------
                                                     $ 13,597          $  8,830
                                                     ========          ========

     In June 2000,  the Company  borrowed the  remaining  $6.0 million under the
$10.0 million lease line of credit facility from Keybank  National  Association.
The $10.0 million in borrowings is secured by equipment valued at $13.4 million.
The loan bears a variable rate of interest based upon the prime rate,  currently
between 7.5% and 8.5%,  with a fixed rate  conversion  provision.  Principal and
interest under the lease line are payable in 84 monthly  installments  beginning
on July 31,  2000 for the $6.0  million  in  borrowings.  The  payments  for the
initial $4.0 million borrowed in September 1999 commenced in October 1999.

     The Company's credit  facilities with Citizens Bank New Hampshire include a
ten-year  mortgage term loan and a revolving  line of credit loan.  The mortgage
term loan, in the amount of $6.9 million,  is secured by land and buildings with
a cost of approximately  $17.0 million.  The loan bears a fixed rate of interest
of 7.12% per year during the first five years and a variable rate of interest at
the LIBOR rate plus 2%,  (8.63% at July 1, 2000) for the  remaining  five years.
Principal and interest  payments during the first five years of the loan will be
made in 60 monthly  installments  of $80,500.  During the remaining  five years,
principal and interest


                                     - 7 -
<PAGE>

payments  will be made on a monthly basis in the amount of  one-sixtieth  of the
outstanding principal amount as of the first day of the second five year period,
plus  accrued  interest  through  the  monthly  payment  date.  All  outstanding
principal  and  accrued  and unpaid  interest  is due and payable on February 6,
2008.

     The revolving line of credit loan, under which the Company may borrow $10.0
million,  is secured by substantially all of the Company's  assets.  Interest on
the line of credit is payable  at the LIBOR  rate plus  1.50%  (8.13% at July 1,
2000). The current loan agreement has been extended through  September 30, 2000,
at which date, the entire principal and accrued interest is due and payable. The
Company currently has $10.0 million available under the revolving line of credit
loan agreement.

     The Company has received a commitment  from  Citizens to extend the current
credit facilities through September 2002.

     Under the terms of the mortgage term loan, the lease line of credit and the
revolving  line of credit  agreements,  the Company is required to meet  certain
financial covenants on a quarterly and annual basis. At July 1, 2000 the Company
was in compliance with all financial covenants.

5.   OTHER LONG-TERM LIABILITIES

     On March 24, 2000, the Company  reached a settlement with the plaintiffs in
the class actions, filed in 1996 on behalf of the Company's shareholders against
the Company and certain other  defendants,  including but not limited to certain
of the Company's officers and directors.  These actions were consolidated in the
United States  District Court,  District of New Hampshire.  The Company has also
reached a settlement with the plaintiffs in the related  derivative  suits filed
on behalf of the Company in the  Chancery  Court of the State of Delaware and in
the United States District Court, District of New Hampshire.  Under the terms of
the  settlement,  the  Company  will issue  common  stock in the amount of $22.9
million.  The Company recorded the $22.9 million charge as a long-term liability
in the fourth  quarter of fiscal  1999,  subject  to  determining  the number of
shares to be issued under the terms of the settlement.


                                     - 8 -
<PAGE>

6.   EARNINGS (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed by dividing net income (loss)
by the weighted average number of shares of common stock outstanding  during the
period.  Diluted  earnings  (loss) per share is  computed  giving  effect to all
diluted potential common shares that were outstanding during the period. Diluted
potential  common shares consist of the incremental  common shares issuable upon
exercise of stock options and warrants.

     The following  represents  the  calculation  of basic and diluted  earnings
(loss)  per share for the three and six  months  ended  July 1, 2000 and July 3,
1999:

<TABLE>
<CAPTION>
                                                                         Three months ended                  Six months ended
                                                                       July 1,          July 3,           July 1,          July 3,
                                                                        2000             1999              2000             1999
                                                                    ------------      ----------       ------------      ----------
                                                                                  (In thousands, except per share data)
<S>                                                                 <C>               <C>              <C>               <C>
Income (loss) from continuing operations                            $        568      $   (2,928)      $        959      $   (6,025)
Income from discontinued operations                                           --              94                 --             107
                                                                    ------------      ----------       ------------      ----------
Net income (loss)                                                   $        568      $   (2,834)      $        959      $   (5,918)
                                                                    ============      ==========       ============      ==========

Weighted average common shares outstanding - Basic                        32,601          32,311             32,581          32,305
Effect of assumed conversion of stock options                              1,505              --              1,572              --
                                                                    ------------      ----------       ------------      ----------

Weighted average common shares outstanding - Diluted                      34,106          32,311             34,153          32,305
                                                                    ============      ==========       ============      ==========

Earnings (loss) per share - Basic:
    From continuing operations                                      $       0.02      $    (0.09)      $        .03      $    (0.19)
                                                                    ============      ==========       ============      ==========
    From discontinued operations                                    $         --      $       --       $         --      $      .01
                                                                    ============      ==========       ============      ==========
Earnings (loss) per share - Basic                                   $       0.02      $    (0.09)      $        .03      $    (0.18)
                                                                    ============      ==========       ============      ==========

Earnings (loss) per share - Diluted
    From continuing operations                                      $       0.02      $    (0.09)      $       0.03      $    (0.19)
                                                                    ============      ==========       ============      ==========
    From discontinued operations                                    $         --      $       --       $         --      $     0.01
                                                                    ============      ==========       ============      ==========
Earnings (loss) per share - Diluted                                 $       0.02      $    (0.09)      $       0.03      $    (0.18)
                                                                    ============      ==========       ============      ==========
</TABLE>

     Options and warrants to purchase 307,250 and 306,750 shares of common stock
at exercise  prices  ranging  from  $20.25 to $26.94 per share were  outstanding
during a portion of the  second  quarter  and first six  months of fiscal  2000,
respectively,  but were not included in the computation of diluted  earnings per
share,  as the exercise prices of the options and warrants were greater than the
average  market price of the common  shares.  These options and warrants,  which
expire from February 23, 2002 through May 8, 2010,  were all outstanding at July
1, 2000.  All stock  options  outstanding  for the second  quarter and first six
months of fiscal 1999 are  excluded  from the  calculation  of diluted  loss per
share, as their effect would be antidilutive.


                                     - 9 -
<PAGE>

7.   INCOME TAXES

     The Company  did not record a  provision  for or a charge in lieu of United
States federal income taxes for the three and six months ended July 1, 2000 as a
result of the tax loss prior to deductions related to stock compensation for the
periods.  No provision  for or charge in lieu of United  States  federal  income
taxes was required for the three and six months ended July 3, 1999,  as a result
of the tax loss  prior to  deductions  related  to  stock  compensation  for the
periods.

     The Company  recorded a provision  for state income taxes for the three and
six months  ended July 1, 2000 in the amount of  $65,000.  No  provision  for or
charge in lieu of state  income  taxes was required for the three and six months
ended  July 3, 1999 as a result of the tax loss prior to  deductions  related to
stock compensation for the periods.

8.   DISCONTINUED OPERATIONS

     During the third  quarter of fiscal 1999 the Company  determined to sell or
otherwise  discontinue  the  operations  of its Delta V subsidiary  to allow the
Company to further focus its efforts on the core business of digital imaging and
plate  manufacturing.  Located in Tucson,  Arizona,  Delta V was  engaged in the
development,  manufacture,  and sale of vacuum deposition  coating equipment for
vacuum coating applications.  The Company discontinued the operations of Delta V
at the end of fiscal 1999.

     As a result of the  divestiture  of Delta V, the  Company  incurred  a $8.5
million  loss on  disposal  of  discontinued  operations  for fiscal  year ended
January 1,  2000.  This  included  actual  closing  costs and  operating  losses
incurred in the fourth  quarter of fiscal 1999 of $2.2 million,  a provision for
anticipated closing costs of $1.6 million, $6.1 million related to the write off
of goodwill and other intangibles  assets, and a reduction in other asset values
of $1.6 million.  These costs were partially  offset by proceeds of $3.0 million
received from Minnesota  Mining and  Manufacturing  Co. for the licensing of the
Company's intellectual property relating to vacuum-deposited  polymer multilayer
technology.

     Delta V is  reported  separately  as a  discontinued  operation,  and prior
periods have been restated in the financial statements and related footnotes.

     Revenues and income from discontinued operations for the second quarter and
first six months of fiscal 1999 were as follows:

                                                    Three months      Six months
                                                       July 3,          July 3,
                                                        1999             1999
                                                      -------          -------
                                                           (In thousands)

          Revenues                                    $ 2,633          $ 5,941
          Costs and expenses                            3,046            6,346
                                                      -------          -------
          Income (loss) from operations                  (413)            (405)
          Other income                                    507              512
                                                      -------          -------
           Net income from discontinued operations    $    94          $   107
                                                      =======          =======

9.   COMPREHENSIVE INCOME (LOSS)

     Comprehensive  income  (loss) is  comprised  of net  income  (loss) and all
changes in  stockholder's  equity except those due to  investments by owners and
distributions  to  owners,  which  for the  Company  includes  unrealized  gains
(losses) on marketable securities.  For the fiscal quarters and first six months
ended  July 1,  2000 and July 3,  1999  there  were no  significant  differences
between net income (loss) and comprehensive income (loss).

10.  SEGMENT INFORMATION

     In the Company's  Form 10-K for the fiscal year ended January 2, 1999,  two
segments were reported,  the Digital Imaging Products segment, and Delta V. As a
result of the decision to discontinue the operations


                                     - 10 -
<PAGE>

of its Delta V subsidiary  in the third  quarter of fiscal 1999,  the  Company's
continuing operations are now reportable as a single business segment.

     Revenues  generated under the Company's  agreements with Heidelberg and its
distributors  were $13.0  million and $23.8  million for the second  quarter and
first six months of fiscal  2000,  an increase of $8.1 million or 165% and $13.9
million or 140%.  Revenues  for the  comparable  period of fiscal 1999 were $4.9
million and $9.9 million respectively.  Revenues from Heidelberg represented 59%
and 42% of total  revenues  for the  first six  months of fiscal  2000 and 1999,
respectively.

11.  OTHER INFORMATION

     The Company had entered into an agreement  with the  plaintiffs  in several
class actions lawsuits consolidated under the common caption "Bill Berke, et al.
V. Presstek,  Inc., et al." in the United States District Court, District of New
Hampshire to settle the class action  lawsuit.  The Company had also  executed a
memorandum  of  understanding  with  respect to  settlement  of the  derivatives
lawsuits filed 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. Under the terms of the class action settlement, $22.0 million, in the
form of shares of the Company's  common stock,  will be paid to the class,  with
the number of shares to be issued  determined by a formula  valuing the stock at
different time periods. The Company has reserved the right to pay the settlement
in cash at the time the  settlement  becomes  effective.  In the  memorandum  of
understanding  in the derivative  litigation,  the Company has agreed to certain
therapeutic  improvements to its internal  policies,  some of which have already
been instituted.  The settlement of both the class action and derivative actions
required final approval of the United States District Court,  which has now been
obtained.  The  Company  had  recorded  a charge of $23.2  million in the fourth
quarter of fiscal 1999 related to the settlement.

     In August 1999 Creo Products, Inc., ("Creo"), filed an action in the United
States District Court for the District of Delaware against the Company asserting
that Creo has a  "reasonable  apprehension  that it will be sued by Presstek for
infringement"  of two of the Company's  patents and seeking a  declaration  that
Creo's products "do not and will not infringe any valid and enforceable  claims"
of the patents in question.  In September 1999, the Company filed a counterclaim
against Creo for patent infringement. The Company claims that Creo has infringed
two direct imaging  patents owned by the Company which were recently the subject
of re-examination by the U.S. Patent and Trademark Office.

     Presstek intends to vigorously enforce its patent rights.

     In February, 2000 a complaint was filed by PPG, Inc. against Delta V in the
United States District Court for the Western  District of Pennsylvania  alleging
Delta V sold to the plaintiff certain vacuum coating equipment that did not meet
certain product specifications. In its amended complaint, which now includes the
Company as a defendant,  the plaintiff is seeking damages of approximately  $7.4
million. The Company intends to vigorously defend this action.

     The  Company is involved in other  litigation  arising out of the  ordinary
course of  business.  Management  believes  that these  matters  will not have a
material adverse effect on the accompanying financial statements.

12.  RECENTLY ISSUED ACCOUNTING STANDARDS

     In December 1999, the  Securities  and Exchange  Commission  ("SEC") issued
Staff  Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial
Statements."  SAB No. 101 provides  guidance  related to revenue  recognition in
financial statements.  In March 2000, the SEC issued SAB No. 101A, which delayed
the  implementation  date of SAB No. 101.  In June 2000,  the SEC issued SAB No.
101B that  further  delayed  the  implementation  of SAB No.  101 to the  fourth
quarter of fiscal  2001.  The Company  will adopt SAB No. 101,  and is currently
evaluating the impact,  if any, SAB No. 101 will have on its financial  position
or results of  operations.  The Company  does not expect the adoption of SAB No.
101 to  have  a  material  impact  on  its  financial  position  or  results  of
operations.


                                     - 11 -
<PAGE>

     In March 2000, the Financial  Accounting  Standards  Board ("FASB")  issued
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation-an  Interpretation  of APB No.  25"  ("FIN  No.  44").  FIN No.  44
clarifies the  application of Opinion No. 25 for certain issues  including:  (a)
the  definition  of employee  for  purposes of applying  Opinion No. 25, (b) the
criteria for determining whether a plan qualifies as a noncompensatory plan, (c)
the accounting consequence of various modifications to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation  awards  in a  business  combination.  In  general,  FIN No.  44 is
effective  July 1, 2000.  The Company does not expect the adoption of FIN No. 44
to have a material impact on its financial position or results of operations.

     In June 1998, FASB issued Statement of Financial  Accounting  Standards No.
133, "Accounting for Derivative  Instruments and Hedging Activities." ("SFAS No.
133"), which requires companies to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS No. 133 (as amended by SFAS No. 137) is effective for fiscal
years  beginning  after June 15, 2000. The Company does not presently enter into
any transactions  involving derivative financial  instruments and,  accordingly,
does not  anticipate  the new  standard  will have any  effect on its  financial
statements for the foreseeable future.


                                     - 12 -
<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:

     Certain statements contained in this Form 10-Q constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. Such  forward-looking  statements involve a number of known and unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or achievements  of the Company to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such factors include,  but are not limited to, the
risks of uncertainty of patent protection, the risks of uncertainty of strategic
alliances,   the  risk  of  obtaining   components/supplies  for  our  products,
manufacturing  constraints or difficulties,  market acceptance of and demand for
the Company's  products and resulting  revenues,  development  of technology and
manufacturing   capabilities,   impact  of  competitive  products  and  pricing,
litigation  and other risks  detailed in the  Company's  other  filings with the
Securities  and Exchange  Commission.  The words "looking  forward,"  "believe,"
"demonstrate,"  "intend,"  "expect,"  "estimate,"   "anticipate,"  "likely"  and
similar expressions identify forward-looking  statements.  Readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  which speak
only as of the date the statement was made.

Background

     Presstek, Inc. ("the Company" or "Presstek"), incorporated in Delaware, was
founded in September 1987 as a development company. It was established to find a
new  way to  produce  color  offset  printing.  Heidelberger  Druckmaschinen  AG
("Heidelberg"), the world's largest printing press manufacturer, and the Company
established  a  relationship  that was  formalized  in 1991. In 1993 the Company
completed the  development  of its high  resolution,  semiconductor  based laser
diode  imaging and thermal  plate  technology  referred to as PEARL(R).  PEARL's
thermal laser imaging technology enables its customers to image various types of
Presstek  printing plates either off-press or on-press which may then be used to
produce high-quality, full color lithographic printed materials for the printing
and graphic arts industries.  These printed materials  typically can be produced
at a lower cost than traditional competitive methods. The PEARL-based GTO-DI was
introduced  in  late  1993,  and in  May  of  1995,  Heidelberg  introduced  the
Quickmaster DI. The Quickmaster DI design is centered around Presstek's  digital
imaging and plate  technology,  and includes the  Company's  patented  automatic
plate  changing  cylinder.  This  unique  design  feeds  plates  from inside the
cylinder,  eliminating  the need to manually  change plates  between  jobs.  The
Company began shipment of its PEARL-based  Quickmaster direct imaging systems to
Heidelberg in the second quarter of 1995.  The Company  estimates that as of the
end of fiscal  1999,  there  were  more than  1,100  PEARL-equipped  GTO-DI  and
Quickmaster DI presses installed utilizing the Company's proprietary  consumable
printing plates.

     The Company is also  engaged in the  development  of  additional  PEARL and
DI(R)  products that  incorporate  its patented,  proprietary,  digital  imaging
system and process free thermal  ablation  printing plate  technologies for both
computer-to-plate  and  direct-to-press  applications.  During fiscal 1996,  the
Company  began  shipments  of  its  PEARL   platesetter,   referred  to  as  the
PEARLsetter(TM).  The  PEARLsetter  is a  computer-to-plate  imaging system that
images both the Company's wet and dry offset plates.  Also, in 1996, the Company
began  shipments of its direct  imaging  system for a larger format Adast (19" x
26") multicolor  press, the Adast 705C DI series of presses.  In fiscal 1998 the
Company began shipments of its PEARLhdp(TM)  laser imaging system. The PEARLhdp,
jointly  developed  with  Imation  Corp.  ("Imation"),  is a  digital  halftone,
proofing  device.  It can produce true halftone "dot for dot" color press proofs
using the Company's computer-to-plate imaging system specially modified for this
unique  application.  The  Company has entered  into a  comprehensive  agreement
whereby  Imation has been  granted  exclusive  rights for sales,  marketing  and
distribution of the PEARLhdp proofing system.

     The Company also has agreements with a number of other companies  including
Scitex  Corporation  Ltd.,  Nilpeter A/S, Werner Kammann  Maschinenfabrik  GmbH,
Alcoa Packaging  Equipment,  Sakurai Graphic Systems Corp., Fuji Photo Film Co.,
Ltd., ("Fuji"), and Akiyama Printing Machinery Manufacturing Corporation.  These
agreements  typically are for the use of the Company's  direct imaging  systems,
technology licenses,  and/or thermal plate materials.  They include a variety of
"direct-to"  offset  printing  applications  ranging  from  high  quality  label
production and printing on aluminum cans to the production of normal  four-color
printing.


                                     - 13 -
<PAGE>

     The Company  also signed a  non-binding  agreement  with Xerox  Corporation
("Xerox') to form a strategic alliance.  The potential alliance, if consummated,
is expected to result in the interface of the Xerox Digi Path(TM)  workflow with
the Company's digitally based products.  There can be no assurance however, that
a formal strategic alliance with Xerox will be achieved.

     In June 2000 the Company formed a subsidiary,  LaserTel,  Inc. ("LaserTel")
for the purpose of securing its supply of laser  diodes.  LaserTel is located in
the former Delta V Technologies,  Inc. ("Delta V") facility in Tucson,  Arizona.
LaserTel will operate as a subsidiary of Presstek, and will be primarily engaged
in the manufacture and development of the Company's  high-powered  laser diodes.
The results of LaserTel's  operations  for the three and six month period ending
July 1, 2000 were not material to the Company's results of operations.

     During the third  quarter of fiscal 1999 the Company  determined to sell or
otherwise discontinue the operations of its Delta V Technologies,  Inc., ("Delta
V")  subsidiary  to allow the  Company to further  focus its efforts on the core
business of digital imaging and plate manufacturing. Located in Tucson, Arizona,
Delta  V was  engaged  in the  development,  manufacture,  and  sale  of  vacuum
deposition  coating  equipment  for vacuum  coating  applications.  The  Company
discontinued the operations of Delta V as of the end of fiscal 1999.

     As a result of the  divestiture  of Delta V, the  Company  incurred  a $8.5
million loss on disposal of  discontinued  operations  for the fiscal year ended
January 1,  2000.  This  included  actual  closing  costs and  operating  losses
incurred in the fourth  quarter of fiscal 1999 of $2.2 million,  a provision for
anticipated closing costs of $1.6 million, $6.1 million related to the write off
of goodwill and other intangibles  assets, and a reduction in other asset values
of $1.6 million.  These costs were partially  offset by proceeds of $3.0 million
received from Minnesota Mining and  Manufacturing  Co., for the licensing of the
Company's intellectual property relating to vacuum-deposited  polymer multilayer
technology.  Delta V is reported  separately as a  discontinued  operation,  and
prior periods have been restated in the Company's financial statements,  related
footnotes  and the  management's  discussion  and  analysis  to  conform to this
presentation.

     In November 1999 the Company  acquired 100% of the stock of R/H Consulting,
Inc.  ("R/H").  R/H was  principally  engaged in the research and development of
laser  imageable  printing  plates.  R/H was  purchased for $500,000 and 142,855
shares of the Company's  common stock. The excess purchase price over book value
of net  assets  acquired  of $1.9  million  has been  allocated  to the  patents
acquired.  The  acquisition  was accounted for as a purchase and accordingly the
results of R/H's  operations have been included in the financial  statements for
the second quarter and first six months ended July 1, 2000. The results of R/H's
operations  for the  comparable  periods  of  fiscal  1999  would not have had a
material impact on the Company's results of operations.

     The Company operates and reports on a 52/53 week fiscal year, ending on the
Saturday closest to December 31. Accordingly,  the financial  statements include
the  thirteen  week periods  ended July 1, 2000 ("the  second  quarter of fiscal
2000") and July 3, 1999 ("the second  quarter of fiscal  1999"),  and the twenty
six week periods  ended July 1, 2000 ("the first six months of fiscal 2000") and
July 3, 1999 ("the first six months of fiscal 1999").

Results of Operations

Revenues

     Revenues   consist   of   product   sales,   royalties,   fees  and   other
reimbursements.  Revenues for the second  quarter and first six months of fiscal
2000 of $21.2 million and $40.3 million respectively,  increased $9.0 million or
74% and $16.5  million or 69%  respectively,  as compared  to $12.2  million and
$23.8 million for the second quarter and first six months of fiscal 1999.

     Product  sales for the second  quarter  and first six months of fiscal 2000
were $18.4 million and $35.5  million,  respectively,  compared to $10.7 million
and $20.6 million for the second quarter and first six months of fiscal 1999, an
increase of $7.7 million and $14.9  million or 72%.  The increase was  primarily
due to increased  shipments to Heidelberg for direct imaging systems used in the
Quickmaster  DI, as well as an  increase in sales of the  Company's  proprietary
digital media and consumable  products.  Revenues generated


                                     - 14 -
<PAGE>

from  the sale of the  Company's  PEARLdry(TM)  and  other  consumable  products
included in product  sales were $10.7  million and $20.2  million for the second
quarter and first six months of fiscal  2000,  an increase of 14% as compared to
$9.4 million and $17.7 million for the comparable  periods in fiscal 1999. These
consumable  revenues  include  $7.8  million and $9.0  million for the first six
months  of  fiscal  2000  and  1999,  respectively,  sold  under  the  Company's
agreements with Heidelberg.

     Royalties  and fees from  licensees  for the second  quarter  and first six
months of fiscal 2000 of $2.8 million and $4.8 million  respectively,  increased
$1.3 million or 87% and $1.6 million or 50% as compared to $1.5 million and $3.2
million for the  comparable  periods in fiscal 1999.  Royalties  increased  $2.2
million and $4.2 million or 100% due to increased  shipments to  Heidelberg  for
direct imaging systems used in the Quickmaster DI. This increase was offset by a
decrease  of  $924,000  or 61%  and  $2.6  million  or 81% in  engineering  fees
primarily  as a result of  concluding  the  development  phase of the  Company's
agreement with Fuji.

     Revenues  generated under the Company's  agreements with Heidelberg and its
distributors  for the second  quarter  and first six months of fiscal  2000 were
$13.0  million and $23.8  million  respectively,  an increase of $8.1 million or
165% and $13.9 million or 140%, as compared to the second  quarter and first six
months of fiscal 1999. Revenues from Heidelberg represented 59% and 42% of total
revenues for the first six months of fiscal 2000 and 1999, respectively.

     In fiscal 1999, the Company  materially reduced production levels of direct
imaging  systems used in the Quickmaster DI press,  based on  requirements  from
Heidelberg.  The  Company  subsequently  received  orders  in  fiscal  1999 from
Heidelberg in connection with its direct imaging systems used in the Quickmaster
DI.  Based on the  delivery  schedule  for these  orders,  the  Company  resumed
production  with initial low level  shipments of its direct imaging systems late
in the third quarter of fiscal 1999. The Company  expects to continue  shipments
through the end of fiscal 2000.  Additionally,  the Company believes  production
levels through the end of fiscal 2000 will continue in line with the actual rate
of Quickmaster DI's made by Heidelberg.

     The Company continues to believe that revenues will increase in fiscal 2000
as compared to fiscal 1999, primarily due to the increased  requirements for the
direct imaging systems used in the  Quickmaster,  and related  increases for the
Company's  proprietary  consumables  sold  for  the  Quickmaster  DI  and  other
equipment.  There can be no  assurance,  however  that the Company  will achieve
these anticipated revenue increases.

Cost of Products Sold

     Cost of products sold consists of the costs of material, labor and overhead
as well as future warranty costs associated with product sales. Cost of products
sold for the  second  quarter  and first six  months of fiscal  2000 were  $11.1
million and $21.7 million,  respectively,  as compared to $7.5 million and $15.5
million for the comparable periods in fiscal 1999. The gross margin increased to
40% and 39% in the second quarter and first six months of fiscal 2000,  from 30%
and 25% for the  comparable  periods in fiscal 1999.  This increase is primarily
attributed  to the  results  of  economies  related to  increased  manufacturing
volumes and  favorable  yields  associated  with  proprietary  digital media and
consumable products,  and increased  manufacturing volumes of the direct imaging
systems sold to Heidelberg for use in the Quickmaster DI.

     The  Company  anticipates  that the gross  margin  on  product  sales  will
approximate first quarter levels through the remainder of fiscal 2000. There can
be no assurance,  however,  that the actual gross margins will not be lower than
anticipated.

Research and Product Development

     Research and product development  expenses consist primarily of payroll and
related  expenses for  personnel,  parts and supplies,  and fees for  contracted
services  required to conduct the  Company's  equipment and  consumable  product
development efforts.


                                     - 15 -
<PAGE>

     Research and product development  expenses for the second quarter and first
six months of fiscal 2000 were $4.1  million and $8.7  million or 19% and 22% of
revenues  respectively,  as compared to $4.5 million and $8.3 million or 37% and
35% of revenues  for the  comparable  periods in fiscal  1999.  The  decrease of
$400,000 or 9% for the second  quarter of fiscal 2000 is primarily  attributable
to the  conclusion  of the  development  efforts  associated  with the Company's
contract with Fuji.

     The Company  expects  these  expenditures  to  continue  at current  levels
through the remainder of fiscal 2000 as it concludes development efforts related
to its recently  introduced  ProFire integrated imaging system and certain other
development efforts. There can be no assurance however, that these expenses will
not be greater than currently anticipated.

Sales and Marketing Expenses

     Sales and  marketing  expenses  consist  primarily  of payroll  and related
expenses for personnel,  advertising,  promotional and trade show expenses,  and
travel costs.  Sales and marketing expenses for the second quarter and first six
months of  fiscal  2000 were $3.1  million  and $4.7  million  or 15% and 12% of
revenues  respectively,  as compared to $1.5  million and $2.8 million or 12% of
revenues for the comparable  period in fiscal 1999. The increase of $1.6 million
or 107% and $1.9  million or 69% for the second  quarter and first six months of
fiscal 2000, resulted primarily from increased expenditures  associated with the
Company's  attendance  at the  Drupa  2000  trade  show  in May,  and  increased
expenditures  for salaries and  professional  services  related to the continued
expansion of its worldwide sales, distribution and technical support network.

     It is  expected  that  these  expenditures,  after  adjusting  for the $1.3
million in Drupa related  expenses in the second quarter and first six months of
fiscal 2000 will  continue  to  increase  through  fiscal  2000,  as the Company
continues to expand its distribution and customer support network.  There can be
no  assurance,  however,  that  these  expenditures  will  not be  greater  than
currently anticipated.

General and Administrative Expenses

     General  and  administrative  expenses  consist  primarily  of payroll  and
related expenses for personnel,  and fees for contracted  professional services.
General and administrative  expenses for the second quarter and first six months
of fiscal  2000 were $2.4  million  and $4.2  million or 11% and 10% of revenues
respectively,  as compared to $1.8  million and $3.5  million or 15% of revenues
for  comparable  periods in fiscal 1999. The increases of $600,000 and $700,000,
for the second  quarter and first six months of fiscal 2000  resulted  primarily
from increased expenditures for salaries,  legal and other professional services
necessary  to  conduct  the  executive,   finance,   information   systems,  and
administrative functions of the Company.

     The Company  anticipates that general and  administrative  costs for fiscal
2000 will continue at current  levels,  however  there can be no assurance  that
these expenses will not be greater than anticipated.

Other Income and Expense

     Other  income  net,  for the second  quarter and first six months of fiscal
2000 was  $65,000 and  $164,000,  respectively,  as  compared  to  $122,000  and
$370,000 or 1% and 2% of revenues  for the  comparable  periods in fiscal  1999.
Dividend  and  interest  income for the second  quarter  and first six months of
fiscal 2000 was  $193,000  and  $476,000,  as compared to dividend  and interest
income of $234,000 and $516,000 for the  comparable  periods in fiscal 1999. The
decrease of $41,000  and $40,000 for the second  quarter and first six months of
fiscal  2000 is  primarily  the result of a decrease  in average  cash  balances
available for investment.  Interest expense for the second quarter and first six
months of fiscal 2000 was  $188,000  and  $367,000  as compared to $112,000  and
$226,000 for the comparable  periods of fiscal 1999. The increase of $76,000 and
$141,000 for the second quarter and first six months of fiscal 2000 is primarily
attributed  to an  increase  in  interest  expense  incurred  as a result of the
increased borrowings related to the Company's lease line of credit facility with
Keybank National Association.


                                     - 16 -
<PAGE>

     The Company  anticipates  that dividend and interest income will be reduced
for the  remainder  of fiscal 2000,  as the  Company's  requirement  for working
capital  increases,  and average cash  balances  available  for  investment  are
reduced.

Provision for Income Taxes

     The Company  did not record a  provision  for or a charge in lieu of United
States federal income taxes for the three and six months ended July 1, 2000 as a
result of the tax loss prior to deductions related to stock compensation for the
periods.  No provision  for or charge in lieu of United  States  federal  income
taxes was required for the three and six months ended July 3, 1999,  as a result
of the tax loss  prior to  deductions  related  to  stock  compensation  for the
periods.

     The Company  recorded a provision  for state income taxes for the three and
six months  ended July 1, 2000 in the amount of  $65,000.  No  provision  for or
charge in lieu of state  income  taxes was required for the three and six months
ended  July 3, 1999 as a result of the tax loss prior to  deductions  related to
stock compensation for the periods.

Income (Loss) from Continuing Operations

     As a result of the  foregoing,  the  Company  had  income  from  continuing
operations of $568,000 and $959,000 for the second  quarter and first six months
of fiscal  2000,  as compared to losses of $2.8 million and $6.0 million for the
second quarter and first six months of fiscal 1999.

Income from Discontinuing Operations

     The  results  of  operations  of  Delta  V are  presented  as  discontinued
operations.  The Company  discontinued  the  operations of Delta V at the end of
fiscal 1999. Income from the discontinued  operations of Delta V was $94,000 and
$107,000  for  the  second   quarter  and  first  six  months  of  fiscal  1999,
respectively.

Liquidity and Capital Resources

     At July 1, 2000,  the Company had cash,  cash  equivalents of $16.8 million
and working  capital of $30.0 million as compared to cash,  cash  equivalents of
$18.7 million and working capital of $25.4 million at January 1, 2000.

     Net cash used in operating  activities  of continuing  operations  was $2.7
million for the first six months of fiscal  2000,  as a result of  increases  in
accounts  receivable,  inventories  and other assets of $8.1 million,  offset by
income  from  operations  of  $959,000,   non-cash  items  of  depreciation  and
amortization of $3.2 million,  provisions for warranty of $385,000 and losses on
accounts receivable of $520,000.

     Net cash used in investing  activities  of continuing  operations  was $5.5
million  for the first six  months of fiscal  2000 and  consisted  primarily  of
additions to property,  plant and equipment  used in the  Company's  business of
$5.2  million.  These  additions  include  $1.8  million  for  additional  plate
manufacturing  equipment  which is expected to reduce the cost of  manufacturing
the Company's  proprietary digital media and consumable products and enhance the
Company's  development  capabilities,  as well as $1.9  million  related  to the
construction of the second phase of its 55 Executive Drive facility.

     Net cash  provided  by  financing  activities  for the first six  months of
fiscal 2000 totaled $6.5 million and  consisted  primarily of the proceeds  from
the lease line of credit with Keybank of $6.0  million,  as well as the issuance
of common  stock  incident  to the  exercise of stock  options of $1.0  million,
offset by payments on the mortgage  term loan and lease line of credit  facility
of $502,000.

     In June 2000,  the Company  borrowed the  remaining  $6.0 million under the
$10.0 million lease line of credit facility from Keybank  National  Association.
The $10.0 million in borrowings is secured by equipment valued at $13.4 million.
The loan bears a variable rate of interest based upon the prime rate,  currently
between 7.5% and 8.5%,  with a fixed rate  conversion  provision.  Principal and
interest under the lease line


                                     - 17 -
<PAGE>

are payable in 84 monthly  installments  beginning on July 31, 2000 for the $6.0
million in  borrowings.  The payments  for the initial $4.0 million  borrowed in
September 1999 commenced in October 1999.

     The Company's credit  facilities with Citizens Bank New Hampshire include a
ten-year  mortgage term loan and a revolving  line of credit loan.  The mortgage
term loan, in the amount of $6.9 million,  is secured by land and buildings with
a cost of approximately  $17.0 million.  The loan bears a fixed rate of interest
of 7.12% per year during the first five years and a variable rate of interest at
the LIBOR rate plus 2%,  (8.63% at July 1, 2000) for the  remaining  five years.
Principal and interest  payments during the first five years of the loan will be
made in 60 monthly  installments  of $80,500.  During the remaining  five years,
principal and interest payments will be made on a monthly basis in the amount of
one-sixtieth  of the  outstanding  principal  amount  as of the first day of the
second five year period, plus accrued interest through the monthly payment date.
All outstanding  principal and accrued and unpaid interest is due and payable on
February 6, 2008.

     The revolving line of credit loan, under which the Company may borrow $10.0
million,  is secured by substantially all of the Company's  assets.  Interest on
the line of credit is payable  at the LIBOR  rate plus  1.50%  (8.13% at July 1,
2000). The current loan agreement has been extended through  September 30, 2000,
at which date, the entire principal and accrued interest is due and payable. The
Company currently has $10.0 million available under the revolving line of credit
loan agreement.

     The Company has received a commitment  from  Citizens to extend the current
credit facilities through September 2002.

     Under the terms of the mortgage term loan, the lease line of credit and the
revolving  line of credit  agreements,  the Company is required to meet  certain
financial covenants on a quarterly and annual basis. At July 1, 2000 the Company
was in compliance with all financial covenants.

     The Company has approved total expenditures for fiscal 2000 of $5.0 million
for the second  phase of its  facility  at 55  Executive  Drive.  The Company is
funding the construction with existing cash and cash flow from operations.  This
additional  facility will include the  Company's  corporate  offices,  sales and
marketing operations,  as well as additional  manufacturing  facilities,  and is
expected to be completed in October 2000.  Through the second  quarter of fiscal
2000 the Company had expended approximately $1.9 million for this construction.

     The Company believes that existing funds,  cash flow from  operations,  and
cash  available  under its  revolving  line of credit  and lease  line of credit
facilities  should be sufficient to satisfy  working  capital  requirements  and
capital expenditures for the next twelve months.

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 December 1999, the  Securities  and Exchange  Commission  ("SEC") issued
Staff  Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial
Statements."  SAB No. 101 provides  guidance  related to revenue  recognition in
financial statements.  In March 2000, the SEC issued SAB No. 101A, which delayed
the  implementation  date of SAB No. 101.  In June 2000,  the SEC issued SAB No.
101B that  further  delayed  the  implementation  of SAB No.  101 to the  fourth
quarter of fiscal  2001.  The Company  will adopt SAB No. 101,  and is currently
evaluating the impact,  if any, SAB No. 101 will have on its financial  position
or results of  operations.  The Company  does not expect the adoption of SAB No.
101 to  have  a  material  impact  on  its  financial  position  or  results  of
operations.

     In March 2000, the Financial  Accounting  Standards  Board ("FASB")  issued
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation-an  Interpretation  of APB No.  25"  ("FIN  No.  44").  FIN No.  44
clarifies the  application of Opinion No. 25 for certain issues  including:  (a)
the  definition  of employee  for  purposes of applying  Opinion No. 25, (b) the
criteria for determining whether a plan qualifies as a noncompensatory plan, (c)
the accounting consequence of various modifications to the terms of a


                                     - 18 -
<PAGE>

previously  fixed stock option or award,  and (d) the accounting for an exchange
of stock compensation awards in a business  combination.  In general, FIN No. 44
is effective  July 1, 2000.  The Company does not expect the adoption of FIN No.
44 to have a material impact on its financial position or results of operations.

     In June 1998, FASB issued Statement of Financial  Accounting  Standards No.
133, "Accounting for Derivative  Instruments and Hedging Activities." ("SFAS No.
133"), which requires companies to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS No. 133 (as amended by SFAS No. 137) is effective for fiscal
years  beginning  after June 15, 2000. The Company does not presently enter into
any transactions  involving derivative financial  instruments and,  accordingly,
does not  anticipate  the new  standard  will have any  effect on its  financial
statements for the foreseeable future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     The  Company is  exposed to market  risk from  changes  in  interest  rates
primarily as a result of its  borrowing and  investing  activities.  The Company
does not enter  into  interest  rate swap  agreements  or other  speculative  or
leverage  transactions.  The  Company  currently  has no  material  exposure  to
interest rate  fluctuations on its short-term  investments or variable rate debt
instruments.


                                     - 19 -
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     See Part I - Item 3 of the  Company's  Form 10-K for the fiscal  year ended
January 1, 2000 and Note 11 of Notes to the  Financial  Statements  of this Form
10Q for a description of certain legal  proceedings  pending against the Company
and certain of its officers and directors.

Item 6. Exhibits and Reports on Form 8-K

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

          27.1  Financial Data  Schedule  for the six month period ended July 1,
                2000

          27.2  Restated Financial  Data Schedule for the six month period ended
                July 3, 1999

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


                                     - 20 -
<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: August 15, 2000

                                         PRESSTEK, INC.
                                         --------------
                                         (Registrant)


                                     By: /s/ Robert W. Hallman
                                         ----------------------------
                                         Robert W. Hallman
                                         Chief Executive Officer
                                         (Duly Authorized Officer)

                                     By: /s/ Neil Rossen
                                         ----------------------------
                                         Neil Rossen
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)


                                     - 21 -


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