-----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, OQEpXTZS2r/DVtTyGPQiEJ0vLXznghIRKEm5y8v7ckaNfrTjsexZU79+M3ymDfyO qFS7DzQocTfiGHqls1/1zg== 0001047469-98-021432.txt : 19980522 0001047469-98-021432.hdr.sgml : 19980522 ACCESSION NUMBER: 0001047469-98-021432 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 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: 98629368 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 FORM 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 September 30, 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 October 31, 1997: 9,613,413 --------------- 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 nine months ended September 30, 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)
September 30, 1997 December 31, 1996 ------------------ ----------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 688,000 $ 2,200,000 Short term investments 1,632,000 90,000 Receivables, net 3,929,000 5,050,000 Inventory, net 429,000 472,000 Other current assets 755,000 683,000 ------------- ------------- Total current assets 7,433,000 8,495,000 Property and equipment, net 2,219,000 2,156,000 Computer software, net 2,904,000 2,252,000 Goodwill, net 4,127,000 4,972,000 Other assets 427,000 385,000 ------------- ------------- $ 17,110,000 $ 18,260,000 ------------- ------------- ------------- ------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,901,000 $ 2,487,000 Accrued liabilities 886,000 1,686,000 Notes payable 758,000 710,000 Deferred revenue 1,981,000 1,548,000 ------------- ------------- Total current liabilities 6,526,000 6,431,000 Long term notes payable 33,000 1,203,000 Other long term liabilities 205,000 763,000 Subordinated debt 2,444,000 - ------------- ------------- Total liabilities 9,208,000 8,397,000 ------------- ------------- Commitments Mandatorily redeemable convertible preferred stock, $1,000 par value, 3,000 shares authorized; 3,000 shares issued and outstanding 2,682,000 - Shareholders' equity: Common stock, no par value, 20,000,000 shares authorized; 9,612,663 and 9,559,944 issued and outstanding, respectively 61,679,000 61,583,000 Common stock warrants 585,000 - Foreign currency translation adjustment 73,000 3,000 Accumulated deficit (57,117,000) (51,723,000) ------------- ------------- Total shareholders' equity 5,220,000 9,863,000 ------------- ------------- $ 17,110,000 $ 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 For the nine months ended September 30, ended September 30, --------------------------- ---------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues $ 5,041,000 $ 5,938,000 $ 13,780,000 $ 16,070,000 Cost of revenues 2,097,000 2,228,000 7,042,000 7,003,000 ------------- ------------ ------------- ------------- Gross profit 2,944,000 3,710,000 6,738,000 9,067,000 ------------- ------------ ------------- ------------- Operating expenses: Research and development 1,095,000 791,000 3,041,000 2,547,000 Marketing and sales 2,310,000 1,357,000 5,990,000 4,004,000 General and administrative 951,000 758,000 2,656,000 2,323,000 Write-off of certain offering costs - - 270,000 - ------------- ------------ ------------- ------------- Total operating expenses 4,356,000 2,906,000 11,957,000 8,874,000 ------------- ------------ ------------- ------------- (Loss) income from operations (1,412,000) 804,000 (5,219,000) 193,000 Interest and other income 41,000 18,000 93,000 64,000 Interest and other expense (159,000) (31,000) (268,000) (78,000) ------------- ------------ ------------- ------------- (Loss) income before income taxes (1,530,000) 791,000 (5,394,000) 179,000 Provision for income taxes - - - - ------------- ------------ ------------- ------------- Net (loss) income (1,530,000) 791,000 (5,394,000) 179,000 Preferred stock dividends (90,000) - (90,000) - ------------- ------------ ------------- ------------- Net (loss) income available to common shareholders $ (1,620,000) $ 791,000 $ (5,484,000) $ 179,000 ------------- ------------ ------------- ------------- ------------- ------------ ------------- ------------- Net (loss) income per common share $ (.17) $ .08 $ (.57) $ .02 ------------- ------------ ------------- ------------- ------------- ------------ ------------- ------------- Weighted average shares 9,587,000 9,651,000 9,575,000 9,414,000 outstanding
See accompanying notes to the consolidated financial statements. 3 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Restated)
For the nine months ended September 30, --------------------------- 1997 1996 ---- ---- Cash flow from operating activities: Net (loss) income $(5,394,000) $ 179,000 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 1,754,000 1,506,000 Changes in assets and liabilities: Receivables, net 1,121,000 (2,608,000) Inventory 43,000 (113,000) Other assets 208,000 (461,000) Accounts payable 414,000 (2,000) Accrued liabilities (800,000) (1,136,000) Deferred revenue 433,000 (137,000) Other long term liabilities (558,000) (325,000) ------------ ----------- Net cash used in operating activities (2,779,000) (3,097,000) ------------ ----------- Cash flows from investing activities: Sale or maturity of short term investments 153,000 180,000 Purchases of short term investments (1,499,000) - Purchases of property and equipment (579,000) (857,000) Purchases of software (41,000) (20,000) Computer software capitalized (1,146,000) (791,000) ------------ ----------- Net cash used in investing activities (3,112,000) (1,488,000) ------------ ----------- 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 (2,243,000) (116,000) Net borrowings under revolving loan and bank agreements 1,121,000 262,000 Proceeds from exercise of stock options 186,000 919,000 Payment of preferred stock dividends (61,000) - Net proceeds from issuance of preferred stock 2,653,000 1,923,000 Net proceeds from issuance of subordinated debt and warrants 3,000,000 - Cash payments for debt issuance costs (347,000) - ------------ ----------- Net cash provided by financing activities 4,309,000 1,354,000 ------------ ----------- Effect of exchange rate changes on cash 70,000 (2,000) ------------ ----------- Net decrease in cash and cash equivalents (1,512,000) (3,233,000) Cash and cash equivalents at beginning of period 2,200,000 4,656,000 ------------ ----------- Cash and cash equivalents at end of period $ 688,000 $ 1,423,000 ------------ ----------- ------------ ----------- Supplemental cash flow information: Interest paid $ 189,000 $ 50,000 ------------ ----------- ------------ ----------- Schedule of non-cash financing and investing activities: Conversion of preferred stock and note payable to common stock $ - $ 6,230,000 ------------ ----------- ------------ ----------- Accretion of dividends on mandatorily redeemable convertible preferred stock $ 29,000 $ - ------------ ----------- ------------ -----------
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 September 30, 1997 and the consolidated statement of operations and of cash flows for the three and nine month periods ended September 30, 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 revenue recognition policies. The results for the three months and nine months ended September 30, 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 and nine months ended September 30, 1997 and 1996 are as follows:
For the three months For the three months ended September 30,1997 ended September 30, 1996 ---------------------------------------- --------------------------------------- (In thousands except per share data) Previously As Previously As Reported Adjustment Restated Reported Adjustment Restated -------- ---------- -------- -------- ---------- -------- Revenues $ 5,850 $ (809) $ 5,041 $ 5,806 $ 132 $ 5,938 Gross profit 3,022 (78) 2,944 3,411 299 3,710 Net (loss) income (2,537) 917 (1,620) 492 299 791 Net (loss) income per share (.26) .09 (.17) .05 .03 .08
For the nine months For the nine months ended September 30,1997 ended September 30, 1996 ---------------------------------------- --------------------------------------- (In thousands except per share data) Previously As Previously As Reported Adjustment Restated Reported Adjustment Restated -------- ---------- -------- -------- ---------- -------- Revenues $ 19,541 $ (5,761) $ 13,780 $ 17,973 $ (1,903) $ 16,070 Gross profit 11,162 (4,424) 6,738 10,932 (1,865) 9,067 Net (loss) income (1,453) (4,031) (5,484) 2,044 (1,865) 179 Net (loss) income per share (.15) (.42) (.57) .22 (.20) .02
5 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:
For the three months For the nine months ended September 30, ended September 30, ------------------------- ------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- (Restated) BASIC EARNINGS PER COMMON SHARE Net (loss) income per share $ (.17) $ .08 $ (.57) $ .02 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Weighted average shares 9,587,000 9,420,000 9,575,000 8,967,000 DILUTED EARNINGS PER COMMON SHARE Net (loss) income per share $ (.17) $ .08 $ (.57) $ .02 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Weighted average shares 9,587,000 9,651,000 9,575,000 9,414,000
NOTE 3 - RECEIVABLES
September 30, 1997 December 31, 1996 ------------------ ----------------- (Unaudited) (Restated) (Restated) Billed receivables $ 3,978,000 $ 4,519,000 Unbilled receivables 106,000 702,000 Less allowance for doubtful accounts (155,000) (171,000) ------------ ------------ $ 3,929,000 $ 5,050,000 ------------ ------------ ------------ ------------
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 PER SHARE (Unaudited) (Restated)
For the three months For the nine months ended September 30, ended September 30, -------------------------- -------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Net (loss) income available to common shareholders per consolidated financial statements $(1,620,000) $ 791,000 $(5,484,000) $ 179,000 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Primary net (loss) income per share: Weighted average common shares 9,587,000 9,420,000 9,575,000 8,967,000 Common stock equivalents: Common stock options - 200,000 - 295,000 Convertible preferred stock and convertible note - 31,000 - 152,000 Common stock warrants - - - - ----------- ----------- ----------- ----------- Weighted average shares outstanding 9,587,000 9,651,000 9,575,000 9,414,000 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Fully diluted net (loss) income per share: Weighted average common shares 9,587,000 9,420,000 9,575,000 8,967,000 Common stock equivalents: Common stock options - 200,000 - 295,000 Convertible preferred stock and convertible note - 31,000 - 152,000 Common stock warrants - - - - ----------- ----------- ----------- ----------- Weighted average shares outstanding 9,587,000 9,651,000 9,575,000 9,414,000 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net (loss) income per share: Primary $ (.17) $ .08 $ (.57) $ .02 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Fully diluted $ (.17) $ .08 $ (.57) $ .02 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
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 SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 688 0 3,929 0 429 7,433 7,741 5,522 17,110 6,526 0 2,682 0 61,679 (57,117) 17,110 13,780 13,780 7,042 7,042 3,041 0 (268) (5,394) 0 (5,394) 0 0 0 (5,394) (.57) (.57)
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