-----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, D2hnW8VEvbfh/+DdpuJyGFKrGyzaSaIg2ySkfZ69l11DNto+WQTbO/Vkbq7T53FQ R6ndFToc1Up5JJrL411H0A== 0001047469-98-021430.txt : 19980522 0001047469-98-021430.hdr.sgml : 19980522 ACCESSION NUMBER: 0001047469-98-021430 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 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: 98629366 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 March 31, 1997 [ ] 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) 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 April 25, 1997: 9,578,870 ------------ 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 months ended March 31, 1997. 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, 1997. 1 ALTRIS SOFTWARE, INC. PART I. FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEET (Restated)
March 31, 1997 December 31, 1996 -------------- ----------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,440,000 $ 2,200,000 Short term investments - 90,000 Receivables, net 4,400,000 5,050,000 Inventory, net 539,000 472,000 Other current assets 917,000 683,000 ------------ ------------ Total current assets 7,296,000 8,495,000 Property and equipment, net 2,075,000 2,156,000 Computer software, net 2,485,000 2,252,000 Goodwill, net 4,759,000 4,972,000 Other assets 455,000 385,000 ------------ ------------ $ 17,070,000 $ 18,260,000 ------------ ------------ ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,979,000 $ 2,487,000 Accrued liabilities 1,507,000 1,686,000 Notes payable 1,019,000 710,000 Deferred revenue 1,507,000 1,548,000 ------------ ------------ Total current liabilities 7,012,000 6,431,000 Long term notes payable 1,383,000 1,203,000 Other long term liabilities 312,000 763,000 ------------ ------------ Total liabilities 8,707,000 8,397,000 ------------ ------------ Commitments Shareholders' equity: Common stock, no par value, 20,000,000 shares authorized; 9,573,444 and 9,559,944 issued and outstanding, respectively 61,630,000 61,583,000 Foreign currency translation adjustment 56,000 3,000 Accumulated deficit (53,323,000) (51,723,000) ------------ ------------ Total shareholders' equity 8,363,000 9,863,000 ------------ ------------ $ 17,070,000 $ 18,260,000 ------------ ------------ ------------ ------------
See accompanying notes to the consolidated financial statements. 2 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (Restated)
For the three months ended March 31, ----------------------------- 1997 1996 ------------ ------------ Revenues $ 3,985,000 $ 4,161,000 Cost of revenues 2,142,000 2,407,000 ------------ ------------ Gross profit 1,843,000 1,754,000 ------------ ------------ Operating expenses: Research and development 916,000 907,000 Marketing and sales 1,744,000 1,253,000 General and administrative 754,000 711,000 ------------ ------------ Total operating expenses 3,414,000 2,871,000 ------------ ------------ Loss from operations (1,571,000) (1,117,000) Interest and other income 22,000 26,000 Interest and other expense (51,000) (26,000) ------------ ------------ Loss before income taxes (1,600,000) (1,117,000) Provision for income taxes - - ------------ ------------ Net loss $ (1,600,000) $(1,117,000) ------------ ------------ ------------ ------------ Net loss per share $ (.17) $ (.12) ------------ ------------ ------------ ------------ Weighted average shares outstanding 9,565,000 9,027,000
See accompanying notes to the consolidated financial statements 3 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Restated)
For the three months ended March 31, -------------------------- 1997 1996 ----------- ----------- Cash flow from operating activities: Net loss $(1,600,000) $(1,117,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 599,000 530,000 Changes in assets and liabilities: Receivables, net 650,000 466,000 Inventory (67,000) (55,000) Other assets (305,000) 163,000 Accounts payable 492,000 125,000 Accrued liabilities (179,000) (1,491,000) Deferred revenue (41,000) (379,000) Other long term liabilities (451,000) (123,000) ----------- ----------- Net cash used in operating activities (902,000) (1,881,000) ----------- ----------- Cash flows from investing activities: Sale of short term investment 85,000 180,000 Purchases of property and equipment (122,000) (192,000) Purchases of software (39,000) (15,000) Computer software capitalized (371,000) (226,000) ----------- ----------- Net cash used in investing activities (447,000) (253,000) ----------- ----------- Cash flows from financing activities: Principal payment under cash advanced by a bank related to former Optigraphics shareholder notes payable - (1,634,000) Repayments under notes payable (174,000) (40,000) Net borrowings under revolving loan and bank agreements 663,000 - Proceeds from exercise of stock options 47,000 210,000 ----------- ----------- Net cash provided by (used in) financing activities 536,000 (1,464,000) ----------- ----------- Effect of exchange rate changes on cash 53,000 16,000 ----------- ----------- Net decrease in cash and cash equivalents (760,000) (3,582,000) Cash and cash equivalents at beginning of period 2,200,000 4,656,000 ----------- ----------- Cash and cash equivalents at end of period $ 1,440,000 $ 1,074,000 ----------- ----------- ----------- ----------- Supplemental cash flow information: Interest paid $ 44,000 $ 25,000 ----------- ----------- ----------- ----------- Schedule of non-cash financing activity: Conversion of Series B Preferred Stock to common stock $ - $ 3,306,000 ----------- ----------- ----------- ----------- Conversion of note payable to common stock $ - $ 1,000,000 ----------- ----------- ----------- -----------
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. (the "Company") as of March 31, 1997 and the consolidated statement of operations and of cash flows for the three month periods ended March 31, 1997 and 1996 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 significant intercompany balances and transactions have been eliminated. The financial statements included herein have been restated from those previously published to reflect corrections of misapplications of the Company's for revenue recognition policies. The results for the quarters ended March 31, 1997 and 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; (c) there was sufficient evidence of the delivery of the product or services; (d) customer cancellation rights had expired; or (e) a reasonable estimate could be made of returns from those customers (primarily Value Added Resellers) having exchange rights. The reconciliation of previously reported results to restated results for the three months ended March 31, 1997 and 1996 are as follows:
For the three months For the three months ended March 31, 1997 ended March 31, 1996 ------------------------------ ------------------------------ (In thousands except per share data) Previously As Previously As Reported Adjustment Restated Reported Adjustment Restated ---------- ---------- -------- ---------- ---------- -------- Revenues $6,615 $(2,630) $ 3,985 $6,061 $(1,900) $ 4,161 Gross profit 3,744 (1,901) 1,843 3,548 (1,794) 1,754 Net income (loss) 534 (2,134) (1,600) 677 (1,794) (1,117) Basic earnings (loss) per share .06 (.23) (.17) .07 (.19) (.12) Diluted earnings (loss) per share .06 (.23) (.17) .07 (.19) (.12)
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. In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share," which establishes standards for computing and presenting earnings per share ("EPS"). SFAS No. 128 will be adopted by the Company as required for the interim period and fiscal year ending December 31, 1997. Upon adoption of SFAS No. 128, the Company will present basic EPS as well as diluted EPS in the period of adoption and restate all prior-period EPS data presented for comparative purposes. Basic EPS will be computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted EPS will be computed similar to basic EPS except that the weighted average number of shares of common stock outstanding will be increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. The pro forma EPS calculations based upon SFAS No. 128 are indicated below: 5
For the three months ended March 31, ------------------------ 1997 1996 --------- --------- (RESTATED) Basic earnings per common share Net loss per share $ (.17) $ (.12) --------- --------- --------- --------- Weighted average shares 9,565,000 9,027,000 Diluted earnings per common share Net loss per share $ (.17) $ (.12) --------- --------- --------- --------- Weighted average shares 9,565,000 9,027,000
6 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 ------------------------------ 7 EX-11 2 EXHIBIT 11 EXHIBIT 11 ALTRIS SOFTWARE, INC. STATEMENT RE COMPUTATION OF NET INCOME (LOSS) PER SHARE (Unaudited) (Restated)
For the three months ended March 31, -------------------------- 1997 1996 ----------- ----------- Net loss per consolidated financial statements $(1,600,000) $(1,117,000) Primary net loss per share: Weighted average common shares 9,565,000 9,027,000 Common stock equivalents: Common stock options - - ----------- ----------- Weighted average shares outstanding 9,565,000 9,027,000 ----------- ----------- ----------- ----------- Fully diluted net loss per share: Weighted average common shares 9,565,000 9,027,000 Common stock equivalents: Common stock options - - ----------- ----------- Weighted average shares outstanding 9,565,000 9,027,000 ----------- ----------- ----------- ----------- Net loss per share Primary $ (.17) $ (.12) ----------- ----------- ----------- ----------- Fully diluted $ (.17) $ (.12) ----------- ----------- ----------- -----------
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 OR 3 OF THE COMPANY'S FORM 10-Q FOR THE YEAR TO DATE MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1,440 0 4,400 0 539 7,296 7,381 5,306 17,070 7,012 0 0 0 61,630 (53,323) 17,070 3,985 3,985 2,142 2,142 916 0 (51) (1,600) 0 (1,600) 0 0 0 (1,600) (.17) (.17)
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