-----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, OaB/91bw5+qbGDhOU+ZmCVSZO4edqeUumvIydFgM/rPF/xp42wbS4sE2swQp260i xp/yLhF1b1ZDiJK4hjmCTA== 0000893877-96-000414.txt : 19961205 0000893877-96-000414.hdr.sgml : 19961205 ACCESSION NUMBER: 0000893877-96-000414 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961204 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADISYS CORP CENTRAL INDEX KEY: 0000873044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930945232 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26844 FILM NUMBER: 96675672 BUSINESS ADDRESS: STREET 1: 15025 SW KOLL PARKWAY CITY: BEAVERTON STATE: OR ZIP: 97006 BUSINESS PHONE: 5036461800 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (X) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 1996 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: 0-26844 RADISYS CORPORATION (Exact name of registrant as specified in its charter) Oregon 93-0945232 (State or other jurisdiction (I.R.S. Employer of organization or incorporation) Identification Number) 5445 NE Dawson Creek Drive Hillsboro, OR 97124 (Address of principal executive offices, including zip code) (503) 615-1100 (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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Number of shares of common stock outstanding as of November 8, 1996: 7,379,667 RADISYS CORPORATION PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Consolidated Financial Statements Consolidated Balance Sheet - September 30, 1996 and 3 December 31, 1995 Consolidated Statement of Operations - Three months ended 4 September 30, 1996 and 1995, and nine months ended September 30, 1996 and 1995 Consolidated Statement of Changes In Shareholders' 5 Equity - December 31, 1993 through September 30, 1996 Consolidated Statement of Cash Flows - Nine months ended 6 September 30, 1996 and 1995 Notes to Consolidated Financial Statements 7 Signatures 10 2
RadiSys Corporation Consolidated Balance Sheet (in thousands, except share amounts) ASSETS Sept 30, December 31, 1996 1995 ----------- ------------- (unaudited) Current assets Cash and cash equivalents $ 26,388 $ 10,236 Short term investments 0 10,922 Accounts receivable 15,044 6,869 Other receivables 4,915 139 Inventories 12,089 6,380 Other current assets 627 374 Deferred income taxes 824 297 ----------- ------------- Total current assets 59,887 35,217 Equipment, net of accumulated depreciation of $5,171 and $3,832 9,250 3,179 Other Assets 598 716 ----------- ------------- $ 69,735 $ 39,112 =========== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 5,368 $ 1,790 Income taxes payable 2,917 147 Accrued wages and bonuses 1,597 783 Accrued warranty costs 1,129 334 Accrued sales discounts 1,850 Other accrued liabilities 1,910 141 Current portion of note payable 600 Current portion of capital lease obligation 214 214 ----------- ------------ Total current liabilities 15,585 3,409 ----------- ------------ Obligations under capital lease 735 884 Note Payable 600 ----------- ------------ Total long-term liabilities 1,335 884 ----------- ------------ Total liabilities 16,920 4,293 ----------- ------------ Commitments and contingent liabilities Shareholders' equity Common stock, 15,000,000 shares authorized, 7,373,502 and 6,014,709 shares issued and outstanding 44,400 33,627 Warrants 1,200 Cumulative translation adjustment (9) (108) Retained earnings 7,224 1,300 ----------- ------------- Total shareholders' equity 52,815 34,819 ----------- ------------- $ 69,735 $ 39,112 =========== =============
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Consolidated Statement of Operations (in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended Sept 30, Sept 30, Sept 30, Sept 30, 1996 1995 1996 1995 ------------ ---------- ------------ ----------- Revenues $ 22,459 $ 9,540 $ 53,558 $ 24,382 Cost of sales 12,006 6,271 31,372 15,807 ------------ ---------- ------------ ----------- Gross Profit 10,453 3,269 22,186 8,575 Research and development 2,030 867 5,666 2,405 Selling, general and administrative 3,513 1,714 8,180 4,903 ------------ ---------- ------------ ----------- Income from operations 4,910 688 8,340 1,267 Interest income, net 288 (30) 812 (2) ------------ ---------- ------------ ----------- Income before income tax provision 5,198 658 9,152 1,265 Income tax provision 1,819 197 3,228 379 ------------ ---------- ------------ ----------- Net income $ 3,379 $ 461 $ 5,924 $ 886 ============ ========== ============ =========== Net income per share $ .43 $ .11 $ .83 $ .22 ============ ========== ============ =========== Weighted average number of common and common equivalent shares outstanding 7,819 4,012 7,175 3,944 ============ ========== ============ ===========
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RadiSys Corporation Consolidated Statement of Changes in Shareholders' Equity (in thousands, except share amounts) (nine months ended September 30, 1996 is unaudited) Page 1 of 2 Preferred stock ----------------------------------------------------------- Series A Series B Series C Common stock ----------------- ------------------- ------------------- ------------------- Shares Amount Shares Amount Shares Amount Shares Amount Warrants -------- ------- ---------- ------- ---------- ------- ---------- ------- -------- Balances, December 31, 1993 355,556 1,500 1,820,988 4,917 2,159,504 2,973 1,372,752 322 Collection of note receivable Exercise of common stock options 111,328 156 Issuance of common stock for cash 3,030 10 Repurchase of common stock (4,910) (13) Net income for the year -------- ------- ---------- ------- ---------- ------- ---------- ------- -------- Balances, December 31, 1994 355,556 1,500 1,820,988 4,917 2,159,504 2,973 1,482,200 475 Exercise of common stock options 58,524 106 Issuance of common stock 2,175,000 23,656 Conversion of preferred stock (355,556) (1,500) (1,820,988) (4,917) (2,159,504) (2,973) 2,298,985 9,390 Translation adjustment Net income for the year -------- ------- ---------- ------- ---------- ------- ---------- ------- -------- Balances, December 31, 1995 6,014,709 33,627 Exercise of common stock options 58,793 273 Translation adjustment Stock issued for acquisition 1,300,000 10,500 Warrants issued for acquisition 1,200 Net income for the period -------- ------- ---------- ------- ---------- ------- ---------- ------- -------- Balances, September 30, 1996 - $ - - $ - - $ - 7,373,502 $44,400 $ 1,200 ======== ======= ========== ======= ========== ======= ========== ======= ========
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RadiSys Corporation Consolidated Statement of Changes in Shareholders' Equity (in thousands, except share amounts) (nine months ended September 30, 1996 is unaudited) Page 2 of 2 Cumulative Retained Notes translation (deficit) Receivable adjustment earnings Total ---------- ---------- -------- -------- Balances, December 31, 1993 (5) (1,581) 8,126 Collection of note receivable 5 5 Exercise of common stock options 156 Issuance of common stock for cash 10 Repurchase of common stock (13) Net income for the year 1,365 1,365 ---------- ---------- -------- -------- Balances, December 31, 1994 (216) 9,649 Exercise of common stock options 106 Issuance of common stock 23,656 Conversion of preferred stock Translation adjustment (108) (108) Net income for the year 1,516 1,516 ---------- ---------- -------- -------- Balances, December 31, 1995 (108) 1,300 34,819 Exercise of common stock options 273 Translation adjustment 99 99 Stock issued for acquisition 10,500 Warrants issued for acquisition 1,200 Net income for the period 5,924 5,924 ---------- ---------- -------- -------- Balances, September 30, 1996 - $ (9) $ 7,224 $ 52,815 ========== ========== ======== ========
5A
Consolidated Statement of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, September 30, 1996 1995 ---------- -------- Cash flows from operating activities: Net Income $ 5,924 $ 886 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 1,339 728 Deferred income taxes (527) (37) Net changes in current assets and current liabilities: (Increase) in accounts receivable (8,175) (3,040) Decrease in other receivables 24 (Increase) in inventories (112) (3,361) (Increase) in other current assets (28) (41) Increase in accounts payable 3,578 2,250 Increase (decrease) in income tax payable 2,770 (146) Increase (decrease) in accrued wages and bonuses 814 (37) Increase in accrued warranty costs 795 68 Increase in other accrued liabilities 3,618 127 ---------- -------- Net cash provided by (used for) operating activities 10,020 (2,603) ---------- -------- Cash flows from investing activities: Decrease in short term investments 10,922 Capital expenditures (5,132) (2,551) Capitalized software production costs and decrease in other assets 118 (404) ---------- -------- Net cash provided by (used for) investing activities 5,908 (2,955) ---------- -------- Cash flows from financing activities: Cash proceeds from issuance of common stock, net 274 88 Proceeds from capital lease 1,156 Payments on capital lease obligation (149) Increase in bank line of credit 1,700 ---------- -------- Net cash provided by (used for) financing activities 125 2,944 ---------- -------- Effect of exchange rate changes on cash 99 (68) ---------- -------- Net increase (decrease) in cash and cash equivalents 16,152 (2,682) Cash and cash equivalents, beginning of period 10,236 2,965 ---------- -------- Cash and cash equivalents, end of period $ 26,388 $ 283 ========== ========
6 RADISYS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share amounts) (unaudited) 1. BASIS OF PRESENTATION The accompanying consolidated financial statements are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and in the opinion of management include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of results for the interim periods. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. The results of operations for interim periods are not necessarily indicative of the results for the entire year. Net income per share is based on the weighted average number of shares of common stock and common stock equivalents (stock options and warrants) outstanding during the periods, computed using the treasury stock method for stock options and warrants. 2. ACCOUNTS RECEIVABLE Trade accounts receivable are net of an allowance for doubtful accounts of $699 and $233 at September 30, 1996 and December 31, 1995, respectively. The Company's customers are concentrated in the technology industry. 3. INVENTORIES Inventories consist of the following: Sept 30, Dec 31, 1996 1995 ------------ ------------ Raw Materials $ 6,714 $ 3,835 Work in Process 2,897 270 Finished Goods 2,478 2,275 ------------ ------------ $ 12,089 $ 6,380 ============ ============ 7 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following: Sept 30, Dec 31, 1996 1995 ------------ ------------ Land $ 1,190 $ 33 Manufacturing Equipment 4,851 3,654 Office Equipment 7,129 3,040 Leasehold Improvements 1,251 284 ------------ ------------ 14,421 7,011 Less: Accum. Depr. 5,171 3,832 ------------ ------------ $ 9,250 $ 3,179 ============ ============ 5. MULTIBUS ACQUISITION On April 29, 1996, the Company purchased substantially all of the assets of Intel Corporation ("Intel") that were dedicated to the design, manufacture and sale of all standard and custom Multibus I and Multibus II products ("Multibus") (collectively the "Acquisition"). In addition, pursuant to the terms of the Acquisition, Intel licensed certain Intel software to the Company. The purchase price consisted of 1,300,000 shares of the Company's common stock ("Common Stock") and warrants to purchase an additional 300,000 shares of Common Stock exercisable within 24 months at prices per share ranging from $13.50 to $15.00, plus an aggregate of $1.2 million in cash to be paid in 1997. The Acquisition was accounted for using the purchase method. The results of operations for Multibus have been included in the financial statements since the date of acquisition. The aggregate purchase price of $13.2 million (including direct costs of acquisition) was allocated to purchased inventory, equipment and in-process research and development. The non cash portions have been excluded from the accompanying Consolidated Statement of Cash Flows. Included within other receivables is approximately $4.1 million related to inventory to be delivered by Intel to the Company by March 1997. The following unaudited pro forma information represents the results of operations of the Company as if the Acquisition had occurred as of the beginning of the respective nine month periods, after giving effect to assumed increases in operating, research and development, and general and administrative costs to operate the business, depreciation of acquired fixed assets, expensing acquired in process research and development, and adjustments to reflect the estimated impact on tax expense of the Acquisition. The unaudited pro forma financial statements are not necessarily indicative of what actual results would have been had the Multibus acquisition 8 occurred at the beginning of the respective periods. The unaudited pro forma information should be read in conjunction with the Current Report of the Company on Form 8-K dated May 3, 1996 and the Current Report of the Company on Form 8-K/A dated July 1, 1996. For the nine months ended ---------------------------- Sept 30, Sept 30, (Unaudited) 1996 1995 ------------ ------------ Revenues $ 73,902 $ 86,358 ------------ ------------ Net Income $ 7,594 $ 4,664 ------------ ------------ Earnings per share $ 0.92 $ 0.84 ------------ ------------ 9 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RADISYS CORPORATION BRIAN V. TURNER ----------------------------------- Date: December 13, 1996 Brian V. Turner Vice President of Finance and Administration and Chief Financial Officer (Principal Financial Officer) 10 -----END PRIVACY-ENHANCED MESSAGE-----