SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1998 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, 1998 was 7,837,204.
<PAGE>
RADISYS CORPORATION
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet - September 30, 1998 and
December 31, 1997 3
Consolidated Statement of Operations - Three months ended
September 30, 1998 and 1997, and nine months ended
September 30, 1998 and 1997 4
Consolidated Statement of Changes In Shareholders' Equity
- December 31, 1995 through September 30, 1998 5
Consolidated Statement of Cash Flows - Nine months ended
September 30, 1998 and 1997 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION
Item 4. Legal Proceedings 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Balance Sheet
(in thousands, except share amounts)
ASSETS
September 30, December 31,
1998 1997
------------ ------------
(unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 35,093 $ 23,993
Accounts receivable 18,049 27,983
Other receivables 156 503
Inventories 16,751 22,830
Other current assets 1,375 1,910
Deferred income taxes 457 251
------------ ------------
Total current assets 71,881 77,470
Equipment, net of accumulated depreciation of
$9,982 and $8,265 12,274 12,174
Other assets 6,308 5,299
------------ ------------
Total assets $ 90,463 $ 94,943
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 5,556 $ 10,840
Income taxes payable 925 1,558
Accrued wages and bonuses 1,449 2,893
Accrued sales discounts 706 1,211
Deferred revenue 1,132 1,234
Other accrued liabilities 969 712
Current portion of capital lease obligation 273 214
------------ ------------
Total current liabilities 11,010 18,662
------------ ------------
Obligations under capital lease 160 399
------------ ------------
Total liabilities 11,170 19,061
------------ ------------
Commitments and contingent liabilities
Shareholders' equity
Common stock, 50,000,000 shares
authorized, 7,832,672 and 7,803,595
shares issued and outstanding 50,865 50,788
Cumulative translation adjustment (1,902) (1,177)
Retained earnings 30,330 26,271
------------ ------------
Total shareholders' equity 79,293 75,882
------------ ------------
Total liabilities and shareholders' equity $ 90,463 $ 94,943
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Operations
(in thousands, except per share amounts)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 24,613 $ 31,594 $ 82,401 $ 89,220
Cost of sales 16,808 18,875 54,992 52,935
------------- ------------- ------------- -------------
Gross Profit 7,805 12,719 27,409 36,285
Research and development 3,525 2,953 10,384 8,502
Selling, general and administrative 3,776 3,812 11,830 11,407
------------- ------------- ------------- -------------
Income from operations 504 5,954 5,195 16,376
Interest income, net 422 238 1,028 772
------------- ------------- ------------- -------------
Income before income tax provision 926 6,192 6,223 17,148
Income tax provision 315 2,167 2,164 6,001
------------- ------------- ------------- -------------
Net income $ 611 $ 4,025 $ 4,059 $ 11,147
============= ============= ============= =============
Net income per share (basic) $ 0.08 $ 0.52 $ 0.52 $ 1.46
============= ============= ============= =============
Net income per share (diluted) $ 0.08 $ 0.49 $ 0.51 $ 1.37
============= ============= ============= =============
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Changes in Shareholders' Equity
(in thousands, except share amounts)
Common stock Cumulative
------------------------ translation Retained
Shares Amount Warrants adjustment earnings Total
----------- ---------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1995 6,014,709 $ 33,627 $ $ (108) $ 1,300 $ 34,819
Shares issued pursuant to
benefit plans 73,701 365 365
Tax effect of options exercised 569 569
Translation adjustment (221) (221)
Stock issued for acquisition 1,300,000 10,500 10,500
Warrants issued for acquisition 1,200 1,200
Net income for the year 9,546 9,546
----------- ---------- ------------ ------------ ---------- ---------
Balances, December 31, 1996 7,388,410 45,061 1,200 (329) 10,846 56,778
Exercise of warrants 166,667 1,200 (1,200)
Shares issued pursuant to
benefit plans 165,018 1,605 1,605
Tax effect of options exercised 513 513
Translation adjustment (848) (848)
Stock issued for acquisition 83,500 2,409 2,409
Net income for the year 15,425 15,425
----------- ---------- ------------ ------------ ---------- ---------
Balances, December 31, 1997 7,803,595 50,788 - (1,177) 26,271 75,882
Shares issued pursuant to
benefit plans 149,077 1,879 1,879
Repurchase of common stock (120,000) (1,802) (1,802)
Translation adjustment (725) (725)
Net income for the period 4,059 4,059
----------- ---------- ------------ ------------ ---------- ---------
Balances, September 30, 1998
(unaudited) 7,832,672 $ 50,865 $ - $ (1,902) $ 30,330 $ 79,293
=========== ========== ============ ============ ========== =========
See accompanying notes to consolidated financial statements.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
Nine Months Ended
September 30, September 30,
1998 1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 4,059 $ 11,147
Adjustments to reconcile net income to net
cash provided by (used for) operating activities:
Depreciation and amortization 3,544 3,258
Deferred income taxes (206) 370
Net changes in current assets and current liabilities:
Decrease (increase) in accounts receivable 9,934 (5,272)
Decrease (increase) in other receivables 347 2,622
Decrease (increase) in inventories 6,079 (2,320)
Decrease (increase) in other current assets 535 (1,070)
Increase (decrease) in accounts payable (5,284) 10
Increase (decrease) in income taxes payable (633) 10
Increase (decrease) in accrued wages and bonuses (1,444) 62
Increase (decrease) in accrued sales discounts (505) (780)
Increase (decrease) in deferred revenue (102) (617)
Increase (decrease) in other accrued liabilities 257 (1,301)
------------- -------------
Net cash provided by (used for) operating activities 16,581 6,119
------------- -------------
Cash flows from investing activities:
Business acquisitions - (1,060)
Capital expenditures (2,782) (3,502)
Capitalized software production costs and other assets (1,871) (1,117)
------------- -------------
Net cash used for investing activities (4,653) (5,679)
------------- -------------
Cash flows from financing activities:
Issuance of common stock, net 1,879 744
Repurchase of common stock (1,802) -
Payments on notes payable - (2,532)
Payments on capital lease obligation (180) (186)
------------- -------------
Net cash provided by (used for) financing activities (103) (1,974)
------------- -------------
Effect of exchange rate changes on cash (725) 325
------------- -------------
Net increase (decrease) in cash and cash equivalents 11,100 (1,209)
Cash and cash equivalents, beginning of period 23,993 24,626
------------- -------------
Cash and cash equivalents, end of period $ 35,093 $ 23,417
============= =============
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE>
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, 1997. The results of operations for interim periods are not
necessarily indicative of the results for the entire year.
Reclassifications have been made to amounts in prior years to conform to
current year presentation. These changes had no impact on previously
reported results of operations or shareholders' equity.
2. Accounts Receivable
Trade accounts receivable are net of an allowance for doubtful accounts of
$582 and $663 at September 30, 1998 and December 31, 1997, respectively.
The Company's customers are concentrated in the technology industry.
3. Inventories
Inventories consist of the following:
Sept 30, Dec 31,
1998 1997
--------- ---------
Raw Materials $ 10,661 $ 15,388
Work in Process 1,227 1,844
Finished Goods 4,863 5,598
--------- ---------
$ 16,751 $ 22,830
========= =========
7
<PAGE>
4. Property and Equipment
Property and equipment consists of the following:
Sept 30, Dec 31,
1998 1997
--------- ---------
Land $ 1,391 $ 1,387
Manufacturing Equipment 10,282 9,996
Office Equipment 7,906 7,255
Leasehold Improvements 2,677 1,801
--------- ---------
22,256 20,439
Less: Accum. Depr. 9,982 8,265
--------- ---------
$ 12,274 $ 12,174
========= =========
5. Earnings Per Share
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.
<TABLE>
<CAPTION>
Weighted average shares consist of the following:
For the three For the nine
months ended months ended
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted Average Shares (basic) 7,863 7,759 7,861 7,640
Effect of Dilutive Stock Options 76 538 143 508
------- ------- ------- -------
Weighted Average Shares (diluted) 7,939 8,297 8,004 8,148
------- ------- ------- -------
</TABLE>
6. Comprehensive Income
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income." The Company has adopted the
standard as of January 1, 1998. Total comprehensive income consists of the
following:
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $ 611 $ 4,025 $ 4,059 $11,147
Translation Adjustment 16 434 (725) 325
------- ------- ------- -------
Total Comprehensive Income $ 627 $ 4,459 $ 3,334 $11,472
======= ======= ======= =======
</TABLE>
Translation adjustment represents the Company's only Other Comprehensive
Income item. Translation adjustment consists of unrealized gains/losses in
accordance with SFAS No. 52, "Foreign Currency Translation". The Company
has no intention of liquidating the assets of the foreign subsidiaries in
the foreseeable future.
8
<PAGE>
7. Derivative Instruments
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133). FAS 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999 (January
1, 2000 for the Company). FAS 133 requires that all derivative instruments
be recorded on the balance sheet at their fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and, if it is, the type of hedge transaction.
Management of the Company anticipates that, due to its limited use of
derivative instruments, the adoption of FAS 133 will not have a significant
effect on the Company's results of operations or its financial position.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Total revenue was $24.6 million for the three months ended September 30,
1998 compared to $31.6 million for the three months ended September 30,
1997, and $82.4 million for the nine months ended September 30, 1998
compared to $89.2 million for the nine months ended September 30, 1997. Net
income was $0.6 million for the three months ended September 30, 1998
compared to $4.0 million for the three months ended September 30, 1997, and
$4.1 million for the nine months ended September 30, 1998 compared to $11.1
million for the nine months ended September 30, 1997.
Information contained in this Quarterly Report on Form 10-Q and statements
that may be made in the future by the Company's management regarding future
industry trends, the Company's expected revenues, earnings and anticipated
gross margins, the Company's future development and introduction of
products, and the Company's future liquidity, development, and business
activities constitute forward looking statements that involve a number of
risks and uncertainties. The following are among the factors that could
cause actual results to differ materially from the forward looking
statements: business conditions and growth in the electronics industry and
general economies, both domestic and international, including conditions
precipitated by the Asian economies; uncertainty of market development;
dependence on a limited number of OEM customers; dependence on limited or
sole source suppliers; dependence on the relationship with Intel
Corporation ("Intel"); dependence on Intel's support of the embedded
computer market; lower than expected customer orders or variations in
customer order patterns due to changes in demand for customers' products
and customer and channel inventory levels; competitive factors, including
increased competition, new product offerings by competitors and price
pressures; the availability of parts and components at reasonable prices;
changes in product mix; dependence on proprietary technology; technological
difficulties and resource constraints encountered in developing new
products; and product shipment interruptions due to manufacturing
difficulties. The forward looking statements contained in this MD&A
regarding industry trends, product development and introductions, and
liquidity and future business activities should be considered in light of
these factors.
9
<PAGE>
REVENUES
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
(in thousands except % amounts) (in thousands except % amounts)
Sept 30, % Sept 30, Sept 30, % Sept 30,
1998 Change 1997 1998 Change 1997
-------- ------ -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 24,613 (22%) $ 31,594 $ 82,401 (8%) $ 89,220
</TABLE>
The decrease in revenues for the three months ended September 30, 1998
compared to the three months ended September 30, 1997 was primarily caused
by customers reducing orders precipitated by the effects of the global
economic conditions in the electronics market. The decrease in revenues for
the nine months ended September 30, 1998 compared to the nine months ended
September 30, 1997 resulted primarily from the continued lower sales levels
in the second and third quarters ended September 30, 1998.
COST OF GOODS SOLD
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
(in thousands except % amounts) (in thousands except % amounts)
Sept 30, % Sept 30, Sept 30, % Sept 30,
1998 Change 1997 1998 Change 1997
-------- ------ -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Cost of Goods Sold $ 16,808 (11%) $ 18,875 $ 54,992 4% $ 52,935
As a % of Revenues 68% 60% 67% 59%
</TABLE>
As a percentage of revenues, cost of goods sold increased for the three and
nine months ended September 30, 1998 compared to the three and nine months
ended September 30, 1997 primarily as a result of the product mix
consisting of a larger portion of lower margin product relative to higher
margin product shipped and higher manufacturing costs relative to revenue
levels during the three and nine months ended September 30, 1997.
RESEARCH AND DEVELOPMENT
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
(in thousands except % amounts) (in thousands except % amounts)
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Research and Development $ 3,525 $ 2,953 $ 10,384 $ 8,502
As a % of Revenues 14% 9% 13% 10%
</TABLE>
The dollar increases in research and development expenses for the three and
nine months ended September 30, 1998 compared to the three and nine months
ended September 30, 1997, were primarily the result of increased investment
in new product development and costs of enhancements to existing products.
The Company continues to invest in new design wins for OEM customers and
the dollar increases reflect increases in the number of employees working
in research and development. Research and development increased as a
percentage of revenues due to lower relative levels of revenue in 1998
compared to 1997.
10
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
(in thousands except % amounts) (in thousands except % amounts)
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Selling, General & Admin. $ 3,776 $ 3,812 $ 11,830 $ 11,407
As a % of Revenues 15% 12% 14% 13%
</TABLE>
Selling, general and administrative expenses have decreased in dollar
amount in the three months ended September 30, 1998 compared to the three
months ended September 30, 1997, primarily as a result of management's
efforts to control discretionary spending, despite supporting higher levels
of design win activity. Selling, general and administrative expenses
modestly increased in dollar amount for the nine months ended September 30,
1998 compared to the nine months ended September 30, 1997 primarily due to
higher spending levels in the first and second quarter of 1998. Selling,
general and administrative expenses increased as a percentage of revenue
due to lower relative sales levels in 1998 compared to 1997.
INTEREST INCOME, NET AND INCOME TAX PROVISION
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
(in thousands except % amounts) (in thousands except % amounts)
Sept 30, % Sept 30, Sept 30, % Sept 30,
1998 Change 1997 1998 Change 1997
-------- ------ -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Interest Income, net $ 422 77% $ 238 $ 1,028 33% $ 772
Income Tax Provision $ 315 (85%) $ 2,167 $ 2,164 (64%) $ 6,001
</TABLE>
Interest income, net includes interest income, interest expense, bank
charges, capital asset losses and foreign currency transaction gains or
losses. The increase in interest income, net for the three and nine months
ended September 30, 1998 compared to the same periods in 1997 is the result
of higher average cash balances invested.
The percentage and dollar amount decrease in the income tax provision is
attributable to decreased net income before taxes in 1998 and a decrease in
the effective tax rate for the six months ended September 30, 1998.
YEAR 2000 ISSUES
The Company recognizes the importance to its operations of Year 2000 issues
and is working to maintain the availability and integrity of its financial
systems and the reliability of its operational systems. In that regard, the
Company has already attempted to identify all internal information
technology ("IT") and non-IT systems which may be affected by the Year 2000
issues, as well as, third party IT and non-IT systems that the Company
relies upon and the third parties' Year 2000 readiness.
Within the last two years the Company has evaluated and upgraded or
replaced the software packages underlying the Company's financial systems,
major manufacturing systems, internal and external communication systems,
and desktop systems, as appropriate, to address Year 2000 readiness issues.
The Company has also performed an in-depth analysis of all of its products.
An analysis of each products' Year 2000 readiness is provided on the
Company's webpage (http://www.radisys.com/). In addition, the Company has
been in contact with all major external third party providers to assess
their Year 2000 readiness; this includes third parties who provide
financial, payroll, communications, component, and integration services to
the Company.
11
<PAGE>
Subsequent to performing the above steps, the Company has and will continue
to make certain investments in its systems, applications and products to
address Year 2000 issues. The Company believes that it has completed all of
the basic analysis of its Year 2000 readiness, completed the majority of
system upgrades and replacements it requires to be Year 2000 ready, and is
now in the process of evaluating non-material and non-mission critical
applications. The Company expects that it will continue to address Year
2000 readiness issues up to and including the Year 2000, and will react as
appropriate to newly-identified issues.
The Company is in the process of establishing contingency plans for
material IT systems and third party providers that the Company relies upon.
The total cost associated with required modifications to become Year 2000
compliant has not been and is not expected to be material to the Company's
results of operations, liquidity and financial condition.
The above statements contain certain risks and uncertainties. These risks
and uncertainties could include the risk of unidentified bugs in the source
code of prepackaged or custom software, misrepresentation by third party
vendors, unidentified dependency upon a system that is not Year 2000 ready,
unidentified non-IT systems, or misdiagnosed Year 2000 readiness in
existing systems. Although the Company believes that its efforts described
above have significantly reduced the risk that Year 2000 issues could
significantly interrupt the Company's normal business operations or
adversely affect the performance of the Company's products, due to general
uncertainty inherent in the Year 2000 problem and in particular about the
readiness of third parties, the Company is unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact
on the Company's results of operations, liquidity or financial condition.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, the Company had $35.1 million in cash and cash
equivalents, which represents the Company's principal source of liquidity.
The Company had working capital of approximately $60.9 million. The Company
maintains a $10.0 million line of credit with a bank which has been
extended to October 1999. The Company has not drawn any funds under this
line of credit. Net cash provided by operating activities for the nine
months ended September 30, 1998 was $16.6 million as compared with $6.1
million for the nine months ended September 30, 1997 primarily as a result
of an increase in depreciation and amortization, decreases in accounts
receivable, inventories and other current assets, and increases in other
accrued liabilities. These increases in cash flow were offset by decreases
in net income and deferred income taxes, accounts payable, income taxes
payable, accrued wages and bonuses and accrued sales discounts.
Capital expenditures were $2.8 million for the nine months ended September
30, 1998 and $3.5 million for the nine months ended September 30, 1997.
Capital expenditures for the nine months ended September 30, 1998 were
primarily for the purchase of leasehold improvements and office furniture
related to the Company's corporate headquarters and manufacturing
equipment.
The Company believes that existing cash and cash equivalents and cash from
operations will be sufficient to fund its operations for at least the next
12 months.
12
<PAGE>
PART II
OTHER INFORMATION
Item 4. Legal Proceedings
In September 1998 the Company was named as a third party defendant in a third
party complaint filed in Maricopa County Superior Court in Arizona entitled
Interactive Flight Technologies, Inc. v. Avnet, Inc. v. Simple Technology
Incorporated v. RadiSys Corporation et. al. (No. CV 98-10285). The complaint
relates to an in-flight entertainment system designed by the Company that
incorporated allegedly failure-prone disk drives manufactured and distributed by
third parties. The lawsuit, initially commenced by Interactive Flight
Technologies, Inc. ("Interactive"), the Company s customer, against Avnet, Inc.
("Avnet"), a distributor, involves several parties that participated in the
manufacture, distribution, integration, sale and design of the disk drives for
the entertainment system between September 1996 and April 1998. In the
complaint, a third party defendant, Simple Technology Incorporated ("Simple"),
an integrator that provided the disk drives under its name to Avnet and against
which Avnet is seeking indemnity, claims that it is entitled to be indemnified
by the Company under common law or equitable principles against any liability of
Simple to Avnet, as well as costs, expenses and attorneys fees, or,
alternatively, that the Company is obligated to contribute to any liability of
Simple to Avnet to the extent that Avnet's damages are attributable to the
Company's negligence. Interactive has alleged in the litigation that its damages
include the purchase price for the disk drives of approximately $1.8 million ,
out-of-pocket expenditures expected to exceed $2.3 million and damage to
Interactive's reputation and business, including damage to Interactive's
relationship with two major air carriers. Avnet has answered by alleging, among
other things, that its contract with Interactive contained a limitation of
liability provision that precludes Avnet's liability for any indirect or
consequential damages. Defense of this action has been tendered to the Company s
insurance carrier, which the insurance carrier has accepted with reservation of
rights. While the Company is in the process of investigating this matter, it
believes it has meritorious defenses and that the resolution of this litigation
will not have a material adverse effect on the financial condition, results of
operations or business of the Company.
Item 5. Other Information
In accordance with amendments adopted on May 21, 1998 to Rule 14a-4 under the
Securities Exchange Act of 1934, if notice of shareholder proposal to be raised
at the annual meeting of shareholders is received at the principal executive
offices of the Company after February 25, 1999, proxy voting on that proposal
when and if raised a the 1999 annual meeting will be subject to the
discretionary voting authority of the designated proxy holders. Any shareholder
proposal to be considered for inclusion in proxy materials for the Company's
1999 annual meeting must be received at the principal executive offices of the
Company no later than December 2, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
13
<PAGE>
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: November 9, 1998 Brian V. Turner
Vice President of Finance and
Administration and Chief Financial
Officer
(Authorized officer and Principal
Financial Officer)
14
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 35,093
<SECURITIES> 0
<RECEIVABLES> 18,049
<ALLOWANCES> 582
<INVENTORY> 16,751
<CURRENT-ASSETS> 71,881
<PP&E> 12,274
<DEPRECIATION> 9,982
<TOTAL-ASSETS> 90,463
<CURRENT-LIABILITIES> 11,010
<BONDS> 0
0
0
<COMMON> 50,865
<OTHER-SE> 28,428
<TOTAL-LIABILITY-AND-EQUITY> 90,463
<SALES> 82,401
<TOTAL-REVENUES> 82,401
<CGS> 54,992
<TOTAL-COSTS> 22,214
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,028
<INCOME-PRETAX> 6,223
<INCOME-TAX> 2,164
<INCOME-CONTINUING> 4,059
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,059
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.51
</TABLE>
