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| Troy Group Inc. |
| 2331 South Pullman Street, Santa Ana, CA 92705 * (714) 250-3280 |
| Business Description | The company provides on-demand distributive printing solutions to Fortune 1000 and other large and mid-sized domestic and international businesses. Troy's product offering consists of proprietary laser printers, impact printers, toners and ribbons. |
| Offering Information Company has | |||
| Trading As | TROY (NASNTL) | Industry | High-Tech (SIC 3577) |
| Type of Stock Offered | Common Shares | Filing Date | 05/01/1998 |
| Domestic Shares Offered | 2,500,000 | Offer Date | 07/21/1999 |
| Foreign Shares Offered | 0 | Filing Range | $7.00 - $9.00 |
| Company Shares | 2,500,000 | Offer Price | $7.00 |
| Selling Shrhldrs Shares | 0 | Gross Spread | $0.525 |
| Gross Proceeds | $17,500,000 | Selling | $0.300 |
| Expenses | $1,250,000 | Reallowance | $0.100 |
| Post-IPO Shares | 10,000,000 | Employees | 150 |
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| Cruttenden Roth Incorporated | Lead Manager | (800) 678-9147 |
| H.C. Wainwright & Co. Inc. | Co-manager | (617) 589-9482 |
| Pennsylvania Merchant Group Ltd | Co-manager | (610) 260-6495 |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | 3 Months Ending | ||||||
| Figures in U.S. millions except per share data | 11/30/1993 | 11/30/1994 | 11/30/1995 | 11/30/1996 | 11/30/1997 | 02/28/1997 | 02/28/1998 |
| Revenues | 20.306 | 17.583 | 21.477 | 28.161 | 33.434 | 8.826 | 8.928 |
| Income from Oper. | - | - | - | - | 4.694 | 1.427 | 1.362 |
| Net Income | 0.803 | 0.218 | 0.140 | 1.870 | 2.659 | 1.358 | 1.303 |
| E.P.S | 0.110 | 0.030 | 0.020 | 0.250 | 0.340 | 0.110 | 0.100 |
| Revenue Growth (%) | -13.41 | 22.15 | 31.12 | 18.724 | 1.16 | ||
| Net Income Growth (%) | -72.85 | -35.78 | 1,235.71 | 42.19 | -4.05 | ||
| Oper. Profit Margin (%) | - | - | - | - | 14.04 | 15.26 | 16.17 |
| Net Profit Margin (%) | 3.95 | 1.24 | 0.65 | 6.64 | 7.95 | 14.59 | 15.39 |
| Cash Flow - Oper. | 5.57 | 0.98 | 0.25 | ||||
| Cash Flow - Inv. | -0.76 | -0.15 | 0.02 | ||||
| Cash Flow - Fin. | -4.76 | -0.87 | -0.33 | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 02/28/1998 | Financial Ratios | ||||
| Total Assets | 12.42 | Current Assets | 10.50 | Current Ratio | 2.20 |
| Total Liab. | 5.74 | Current Liab. | 4.78 | Debt Ratio | 46.19% |
| Total Equity | 6.68 | Working Cap. | 5.72 | Debt to Equity Ratio | 0.86 |
| Cash | - | Return on Assets | 10.49% | ||
| Use Of Proceeds |
The proceeds from the proposed offering will be used to repay debt, pay S corporation distributions, for working capital and general corporate purposes, including possible acquisitions. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Oppenheimer Wolff & Donnelly |
| Bank's Law Firm | Morris, Manning & Martin |
| Registrar/Transfer Agent | U. S. Stock Transfer Corporation |
| Auditor | McGladrey & Pullen |
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| Industry Competition |
The on-demand distributive printing industry is highly competitive. Troy's primary competitors are domestic and foreign printer manufacturers and value-added resellers. Some of the Company's competitors have advantages over the Company with respect to labor and component costs and have substantially greater resources than the Company. The Company also faces competition from current and prospective customers and distributors who may decide to design and manufacture their financial document printing solutions internally. To remain competitive, management believes that the Company must continue to compete favorably on the basis of value by providing technologically advanced financial printing solutions that satisfy the demands of customers and by offering superior customer service, enhanced quality and reliability levels and flexible and reliable delivery schedules. There can be no assurance that the Company will be able to compete successfully against its current and future competitors. Increased competition may result in price reductions, lower gross margins and loss of market share, any of which would have a material adverse effect on the Company. |
| Business Plan |
The Company's objective is to become the leading provider of on-demand distributive printing and imaging solutions throughout the world. In order to achieve this objective, the Company will continue to implement the following strategies: (I) Expand Solutions for Hewlett-Packard Based Products, (ii) Expand Existing and Seek New OEM Relationships, (iii) Leverage Strategic Alliances, (iv) Maintain Technological Leadership Position, (v) Expand Distribution Channels and (vi) Complement Internal Growth Through Acquisitions. |