-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NipvXT2e6URgTJxBuA9tP5YJ+riMp9amYNRqWO4yovz8IM/sCLrqQpBQL0WWPQyY bLt61a3T+xf491fDRIlvVg== 0001047469-98-021426.txt : 19980522 0001047469-98-021426.hdr.sgml : 19980522 ACCESSION NUMBER: 0001047469-98-021426 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19980521 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTRIS SOFTWARE INC CENTRAL INDEX KEY: 0000813747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953634089 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-15935 FILM NUMBER: 98629362 BUSINESS ADDRESS: STREET 1: 9339 CARROLL PARK DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6196253000 MAIL ADDRESS: STREET 1: ALPHAREL INC /CA/ STREET 2: 9339 CARROLL PARK DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: ALPHAREL INC /CA/ DATE OF NAME CHANGE: 19920703 10-Q/A 1 10-Q/A FORM 10-Q/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-15935 ALTRIS SOFTWARE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) CALIFORNIA 95-3634089 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9339 CARROLL PARK DRIVE, SAN DIEGO, CA 92121 ------------------------------------------------------ (Address of principal executive offices and zip code) (619) 625-3000 ------------------------------------------------------ (Registrant's telephone number, including area code) ALPHAREL, INC. ------------------------------------------------------ (Former name of registrant) 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 -- -- ----- Number of shares of Common Stock outstanding at July 31, 1996: 18,897,012 -------------- In March 1998, Altris Software, Inc. (the "Company") announced that it was conducting a review of its interim financial information and annual financial statements for 1996 and the interim information for the first three quarters of 1997 with a view to determining whether the revenue previously reported for such periods was recognized in accordance with generally accepted accounting principles. As a result of this review, the Company has restated such financial statements. This Amendment to the Company's Quarterly Report on Form 10-Q sets forth the restated financial statements of the Company for the three and six months ended June 30, 1996. Information in the Quarterly Report on Form 10-Q as originally filed was presented as of the date of such original filing or earlier, as indicated therein. Unless otherwise stated, such information has not been updated in this Amendment. In particular, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" as originally filed discussed the Company's financial condition and results of operations based on the financial statements in the Quarterly Report on Form 10-Q as originally filed, without consideration of the restatement reflected herein, and therefore no reliance should be placed thereon. Please refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, as amended by the Form 10-K/A filed concurrently herewith, for a discussion of the financial condition and results of operations of the Company at and for the year ended December 31, 1996. 1 ALTRIS SOFTWARE, INC. PART 1. FINANCIAL INFORMATION All per share information does not reflect the effects of one-for-two reverse stock split by the Company on October 25, 1996. CONSOLIDATED BALANCE SHEET
June 30, 1996 December 31, 1995 ------------- ----------------- (Unaudited) (Restated) ASSETS Current assets: Cash and cash equivalents $ 901,000 $ 4,656,000 Short term investments 90,000 270,000 Receivables, net 6,396,000 4,207,000 Inventory, net 460,000 469,000 Other current assets 840,000 803,000 ----------- ----------- Total current assets 8,687,000 10,405,000 Property and equipment, net 2,091,000 1,645,000 Computer software, net 1,573,000 1,549,000 Goodwill 4,607,000 4,945,000 Deposits and other assets 494,000 458,000 ----------- ----------- Total assets $17,452,000 $19,002,000 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,501,000 $ 2,192,000 Accrued liabilities 2,304,000 3,211,000 Notes payable 200,000 1,834,000 Convertible note payable - 1,000,000 Deferred revenue 1,105,000 1,229,000 ----------- ----------- Total current liabilities 5,110,000 9,466,000 Long term note payable 397,000 475,000 Other long term liabilities 774,000 945,000 ----------- ----------- Total liabilities 6,281,000 10,886,000 Commitments Shareholders' equity: Preferred stock, $1 par value, 1,000,000 shares authorized; 650,761 designated; 62,500 shares issued and outstanding 1,229,000 3,306,000 Common stock, no par value, 40,000,000 shares authorized; 18,544,464 and 16,950,902 issued and outstanding, respectively 59,769,000 54,085,000 Foreign currency translation adjustment 60,000 - Accumulated deficit (49,887,000) (49,275,000) ----------- ----------- Total shareholders' equity 11,171,000 8,116,000 ----------- ----------- Total liabilities and shareholders' equity $17,452,000 $19,002,000 ----------- ----------- ----------- -----------
See accompanying notes to the consolidated financial statements 2 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In thousands except per share data)
For the three months For the six months ended June 30, ended June 30, -------------------- ------------------ 1996 1995 1996 1995 ---- ---- ---- ---- (Restated) (Restated) Revenues $5,971 $3,351 $10,132 $6,502 Cost of revenues 2,368 1,422 4,775 3,114 ------- ------- -------- ------- Gross profit 3,603 1,929 5,357 3,388 ------- ------- -------- ------- Operating expenses: Research and development 849 335 1,756 560 Marketing and sales 1,394 778 2,647 1,471 General and administrative 854 399 1,565 721 ------- ------- -------- ------- Total operating expenses 3,097 1,512 5,968 2,752 ------- ------- -------- ------- Income (loss) from operations 506 417 (611) 636 Interest and other income 20 36 46 70 Interest and other expense (21) (26) (47) (54) ------- ------- -------- ------- Income (loss) before taxes 505 427 (612) 652 Provision for taxes - - - - ------- ------- -------- ------- Net income (loss) $ 505 $ 427 $ (612) $ 652 ------- ------- -------- ------- ------- ------- -------- ------- Net income (loss) per share $ .03 $ .03 $ (0.04) $ .05 ------- ------- -------- ------- ------- ------- -------- ------- Weighted average shares 19,187 14,068 17,696 14,066 outstanding
See accompanying notes to the consolidated financial statements. 3 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
For the six months ended June 30, ------------------ 1996 1995 ---- ---- (Restated) Cash flow from operating activities: Net (loss) income $ (612,000) $ 652,000 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 956,000 335,000 Changes in assets and liabilities: Receivables (2,189,000) (64,000) Inventory 9,000 251,000 Other assets 84,000 (292,000) Accounts payable (691,000) 2,000 Accrued liabilities (907,000) (49,000) Deferred revenue (124,000) (91,000) Other long term liabilities (171,000) - ----------- ---------- Net cash (used in) provided by operating activities (3,645,000) 744,000 ----------- ---------- Cash flows from investing activities: Short term investments maturing 180,000 1,129,000 Purchases of property and equipment (764,000) (186,000) Proceeds from sale of property and equipment - 4,000 Purchases of software (15,000) (11,000) Computer software capitalized (466,000) (404,000) Cash paid to former Optigraphics shareholders - (171,000) ----------- ---------- Net cash (used in) provided by investing activities (1,065,000) 361,000 ----------- ---------- Cash flows from financing activities: Principal payment under cash advanced by a bank related to former Optigraphics shareholder notes payable (1,634,000) - Principal payments under note payable (78,000) (28,000) Proceeds from exercise of stock options 699,000 39,000 Net proceeds from issuance of preferred stock 1,908,000 - ----------- ---------- Net cash provided by financing activities 895,000 11,000 ----------- ---------- Effects of exchange rate changes on cash 60,000 - ----------- ---------- Net (decrease) increase in cash and cash equivalents (3,755,000) 1,116,000 Cash and cash equivalents at beginning of period 4,656,000 1,036,000 ----------- ---------- Cash and cash equivalents at end of period $ 901,000 $2,152,000 ----------- ---------- Supplemental cash flow information: Interest paid $ 37,000 $ 73,000 ----------- ---------- ----------- ---------- Schedule of non-cash financing activity: Conversion of Preferred Stock and note payable to Common Stock $ 5,003,000 - ----------- ---------- ----------- ----------
See accompanying notes to the consolidated financial statements. 4 ALTRIS SOFTWARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying consolidated balance sheet of Altris Software, Inc. (formerly Alpharel, Inc.) (the "Company") as of June 30, 1996 and the consolidated statement of operations and of cash flows for the three and six month periods ended June 30, 1996 and 1995 are unaudited. The consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles applicable to interim periods. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position, operating results and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. These consolidated financial statements should be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 1996, as filed with the Securities and Exchange Commission. The financial statements included herein have been restated from those previously published to reflect corrections of misapplications of the Company's revenue recognition policies. The results for the three and six months ended June 30, 1996 have been amended to reflect changes in the timing and amount of revenue recognition for those contracts where subsequently discovered facts indicate that revenue had initially been recognized before: (a) there was persuasive evidence of an agreement between the Company and the customer; (b) the amount of the fee had become fixed; or (c) there was sufficient evidence of the delivery of the product or services. The reconciliation of previously reported results to restated results for the three and six months ended June 30, 1996 is as follows:
For the three months For the six months ended June 30,1996 ended June 30, 1996 -------------------------------------- ---------------------------------------- (In thousands except per share data) Previously As Previously As Reported Adjustment Restated Reported Adjustment Restated ---------- ---------- -------- ---------- ---------- --------- Revenues $6,106 $(135) $5,971 $12,167 $(2,035) $10,132 Gross profit 3,973 (370) 3,603 7,521 (2,164) 5,357 Net income (loss) 875 (370) 505 1,552 (2,164) (612) Net income (loss) per share .05 (0.02) .03 .08 (0.12) (0.04)
NOTE 2 - NET INCOME (LOSS) PER SHARE Net income (loss) per share is computed on the basis of weighted average shares and common stock equivalent shares outstanding for each period presented, if dilutive. 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALTRIS SOFTWARE, INC. By: /s/ John W. Low ----------------------------- John W. Low Chief Financial Officer Dated: May 19, 1998 --------------------------- 6 EX-11 2 EXHIBIT 11 EXHIBIT 11 ALTRIS SOFTWARE, INC. STATEMENT RECOMPUTATION OF NET INCOME (LOSS) PER SHARE (Unaudited) (In thousands except per share data)
For the three months For the six months ended June 30, ended June 30, -------------------- ------------------ 1996 1995 1996 1995 ---- ---- ---- ---- (Restated) (Restated) Net income (loss) per consolidated financial statements $ 505 $ 427 $ (612) $ 652 -------- -------- -------- -------- -------- -------- -------- -------- Primary net income (loss) per share: Weighted average common shares 18,404 13,913 17,696 13,827 Common stock equivalents: Common stock options 608 155 - 239 Common stock warrants - - - - Convertible preferred stock 175 - - - -------- -------- -------- -------- Weighted average shares outstanding 19,187 14,068 17,696 14,066 -------- -------- -------- -------- -------- -------- -------- -------- Fully diluted net income (loss) per share: Weighted average common shares 18,404 13,913 17,696 13,827 Common stock equivalents: Common stock options 608 155 - 239 Common stock warrants - - - - Convertible preferred stock 175 - - - -------- -------- -------- -------- Weighted average shares outstanding 19,187 14,068 17,696 14,066 -------- -------- -------- -------- -------- -------- -------- -------- Net income (loss) per share: Primary $ .03 $ .03 $ (0.04) $ .05 -------- -------- -------- -------- -------- -------- -------- -------- Fully diluted $ .03 $ .03 $ (0.04) $ .05 -------- -------- -------- -------- -------- -------- -------- --------
EX-27 3 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS AS RESTATED FOUND ON PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR THE YEAR TO DATE JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 901 0 6,396 0 460 8,687 6,819 4,728 17,452 5,110 0 0 0 59,769 (49,887) 17,452 10,132 10,132 4,775 4,775 1,756 0 (47) (612) 0 (612) 0 0 0 (612) (.04) (.04)
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