RIMAGE CORP
10-Q, 1997-11-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
Previous: FIRST COMMUNITY FINANCIAL GROUP INC, 10QSB, 1997-11-14
Next: EQUIMED INC, 10-Q, 1997-11-14



<PAGE>

                                                                       CONFORMED
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549


                                    FORM 10-Q


(Mark One)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED 
          SEPTEMBER 30, 1997; 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:   0-20728
                                                  -------

                               RIMAGE CORPORATION
         --------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                  Minnesota                       41-1577970
    -------------------------------    ------------------------------------
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
    incorporation or organization)

                 7725 Washington Avenue South, Edina, MN  55439  
                ------------------------------------------------
                    (Address of principal executive offices)

                                  612-944-8144                          
            ------------------------------------------------------
             (Registrant's telephone number, including area code)

                                   NA                                      
      ---------------------------------------------------------------- 
   (Former name, former address, and former fiscal year, if changed since 
                             last report.)


     Common Stock outstanding at November 12, 1997 -- 3,090,502 shares
                       of $.01 par value Common Stock.


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      
                                           -----     -----
<PAGE>


                               RIMAGE CORPORATION
                                    FORM 10-Q
                                TABLE OF CONTENTS
             FOR THE THREE AND NINE MONTHS ENDED  SEPTEMBER 30, 1997


               DESCRIPTION                                              PAGE
               -----------                                              ----

PART I         FINANCIAL INFORMATION

     Item 1.   Financial Statements          

               Consolidated Balance Sheets as of
                 September 30, 1997 (unaudited) and 
                 December 31, 1996 ...................................   3

               Consolidated Statements of Operations 
                 (unaudited) for the Three and Nine Months
                 Ended September 30, 1997 and 1996 ...................   4

               Consolidated Statements of Cash Flows 
                 (unaudited) for the Nine Months 
                 Ended September 30, 1997 and 1996 ...................   5
                                              
               Condensed Notes to Consolidated 
                 Financial Statements (unaudited)  ...................   6-7

     Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations .......   8-12



PART II   OTHER INFORMATION ..........................................   13

     Items 1-5.  None

     Item 6.     Exhibits and Reports on Form 8-K

SIGNATURES ...........................................................   14


                                     -2-
<PAGE>

                       RIMAGE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

ASSETS                                            September 30,     December 31,
                                                      1997              1996
                                                  -------------     ------------
Current assets:                                   (unaudited)
  Cash .........................................  $    12,850       $  117,322
  Trade accounts receivable, net of allowance 
    for doubtful accounts and sales returns of
    $571,860 and $1,084,910 respectively .......    4,522,310        5,070,738
  Inventories (note 2) .........................    2,730,941        4,027,553
  Income tax receivable.........................       24,711          818,790
  Prepaid expenses and other current assets.....      393,675          293,037
  Current installments of investment
    in sales-type leases .......................      125,420          217,952
                                                  -----------      -----------
      Total current assets .....................    7,809,907       10,545,392
                                                  -----------      -----------
Property, plant, and equipment, net.............    6,235,325        7,814,430

Investment in sales-type leases, net of
  current installments .........................       21,592          182,332
Goodwill .......................................      868,870          929,407
Other assets ...................................      354,541          537,944
                                                  -----------      -----------
      Total assets .............................  $15,290,235      $20,009,505
                                                  -----------      -----------
                                                  -----------      -----------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of notes payable .............  $ 2,865,113       $6,052,709
  Current installments of capital lease 
    obligations ................................      341,548          311,343
  Trade accounts payable .......................    2,566,435        4,295,400
  Accrued expenses .............................    1,181,524        1,746,912
  Deferred income and customer deposits.........      550,242          429,822
                                                  -----------      -----------
   Total current liabilities ...................    7,504,862       12,836,186

Capital lease obligations, less 
  current installments .........................    2,755,526        3,031,759
                                                  -----------      -----------
    Total liabilities ..........................   10,260,388       15,867,945
                                                  -----------      -----------

Minority interest in inactive subsidiary .......       57,907           57,907
Stockholders' equity (note 4):
  Common stock .................................       30,898           30,845
  Additional paid-in capital ...................   10,463,750       10,447,798
  Accumulated deficit (note 4) .................  (5,382,776)      (6,330,291)
  Equity adjustment from foreign currency 
    translation ................................    (139,932)         (64,699)
                                                  -----------      -----------
     Total stockholders' equity ................    4,971,940        4,083,653
                                                  -----------      -----------
   Total liabilities and stockholders' equity ..  $15,290,235      $20,009,505
                                                  -----------      -----------
                                                  -----------      -----------

See accompanying  condensed notes to consolidated financial statements


                                      -3-
<PAGE>

                        RIMAGE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended          Nine Months Ended
                                                             September 30,              September 30,
                                                         1997           1996          1997          1996
                                                      ----------    -----------   -----------    -----------
<S>                                                   <C>           <C>           <C>            <C> 
Revenues............................................  $8,443,604    $12,121,699   $29,608,308    $33,072,107 
Cost of revenues....................................   5,758,059      9,333,752    21,460,335     24,941,683 
                                                      ----------    -----------   -----------    -----------
      Gross Profit..................................   2,685,545      2,787,947     8,147,973      8,130,424 
Operating expenses:
   Engineering and development......................     425,862        587,113     1,510,529      2,054,242 
   Selling, general and administrative..............   1,606,179      2,058,406     5,044,491      6,539,688 
                                                      ----------    -----------   -----------    -----------

      Total operating expenses......................   2,032,041      2,645,519     6,555,020      8,593,930 
                                                      ----------    -----------   -----------    -----------

      Operating earnings (loss).....................     653,504        142,428     1,592,953       (463,506)
                                                      ----------    -----------   -----------    -----------

Other income (expense)
   Interest expense, net............................   (183,863)       (167,603)     (695,928)      (439,097)
   Gain (loss) on currency exchange.................    (10,562)         38,942        28,178         27,335 
   Other, net.......................................      97,213         23,318       112,312         62,469 
                                                      ----------    -----------   -----------    -----------

      Total other expense, net......................     (97,212)      (105,343)     (555,438)      (349,293)
                                                      ----------    -----------   -----------    -----------

      Net earnings (loss) before income taxes.......     556,292         37,085     1,037,515       (812,799)
      Income taxes..................................      29,857              -        90,000              -
                                                      ----------    -----------   -----------    -----------
      Net earnings  (loss)..........................  $  526,435      $  37,085    $  947,515      $(812,799)
                                                      ----------    -----------   -----------    -----------
                                                      ----------    -----------   -----------    -----------

      Net earnings (loss) per common
        and common equivalent share.................  $     0.15      $    0.01    $     0.29       $  (0.26)
                                                      ----------    -----------   -----------    -----------
                                                      ----------    -----------   -----------    -----------

      Weighted average shares and share
        equivalents outstanding.....................    3,386,563      3,118,432    3,313,970      3,107,427 
                                                      ----------    -----------   -----------    -----------
                                                      ----------    -----------   -----------    -----------
</TABLE>


See accompanying condensed notes to the consolidated financial statements


                                      -4-
<PAGE>

                      RIMAGE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                          1997          1996
                                                                      ----------    -----------
<S>                                                                   <C>           <C>
Cash flows from operating activities:.............................
     Net income (loss) ...........................................    $  947,515    $  (812,799)
     Adjustments to reconcile net income (loss) to net cash.......
       provided by operating activities:
          Depreciation and amortization...........................     1,835,988      1,120,775 
          Change in reserve for excess and obsolete inventories...        21,787       (110,000)
          Change in reserve for doubtful accounts.................      (513,050)      (124,744)
          Loss (gain) on sale of property, plant, and equipment...        74,783         (3,469)
          Deferred income tax.....................................             0       (123,388)
          Increase in investment in sales-type leases.............             0        (73,452)
     Changes in operating assets and liabilities:
          Trade accounts receivable...............................     1,061,478      1,272,352 
          Inventories.............................................     1,274,825        (18,524)
          Prepaid expenses and other current assets...............      (100,638)        (91,903)
          Income tax receivable...................................       794,079          6,417 
          Accounts payable .......................................    (1,728,965)      (272,193)
          Accrued expenses .......................................      (565,388)       163,838 
          Deferred income and customer deposits...................       120,420       (291,608)
                                                                     ------------    -----------
          Net cash provided by operating activities ..............     3,222,834        641,302 
                                                                     ------------    -----------
Cash flows from investing activities:
     Purchase of property, plant, and equipment...................      (287,129)    (5,160,376)
     Proceeds from the sale of property and equipment.............        16,000         20,650 
     Other assets.................................................       183,403        259,575 
     Payments on investment in sales-type leases .................       253,272        205,893 
                                                                     ------------    -----------
          Net cash provided by (used in) investing activities.....       165,546     (4,674,258)
                                                                     ------------    -----------
Cash flows from financing activities:
     Proceeds from capital lease equipment financing .............             0      1,822,770 
     Proceeds from stock option exercise .........................        16,005        146,250 
     Principal payments on capital lease obligation...............      (246,028)       (16,603)
     Proceeds from other notes payable ...........................    26,001,642     13,993,300 
     Repayment of other notes payable.............................   (29,189,238)   (12,066,041)
                                                                     ------------    -----------
          Net cash provided by (used in) financing activities.....    (3,417,619)     3,879,676 
                                                                     ------------    -----------
Effect of exchange rate changes on cash...........................       (75,233)       (52,022)
                                                                     ------------    -----------
Net decrease in cash .............................................      (104,472)      (205,302)
Cash, beginning of period.........................................       117,322        230,014
                                                                     ------------    -----------
Cash, end of period...............................................   $    12,850     $   24,712
                                                                     ------------    -----------
                                                                     ------------    -----------
</TABLE>


See accompanying condensed notes to the consolidated financial statements.


                                      -5-
<PAGE>

                      RIMAGE CORPORATION AND SUBSIDIARIES
       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)  BASIS OF PRESENTATION AND NATURE OF BUSINESS

     The Company operates in two segments, Rimage Systems Division and Rimage 
       Services Division. The Rimage Systems Division consists of substantially 
       all of the former Rimage Companies. The Rimage Services Division consists
       of the former Dunhill operation in addition to the existing service 
       business at Duplication Technology.  

     The Systems Division develops, manufactures and distributes high 
       performance CD-Recordable (CD-R) publishing and duplication systems, and 
       continues to support its long term involvement in diskette duplication 
       and publishing equipment.  The Services Division provides computer media 
       duplication and production services to software developers and 
       manufacturers and information publishers.         

     The consolidated financial statements included herein have been prepared 
       by the Company, without audit, pursuant to the rules and regulations of 
       the Securities and Exchange Commission. Certain information and footnote 
       disclosures normally included in financial statements prepared in 
       accordance with generally accepted accounting principles have been 
       condensed or omitted pursuant to such rules and regulations, although 
       Rimage believes that the disclosures are adequate to make the information
       presented not misleading.    

     In the opinion of the Company, all adjustments, consisting of only 
       normal recurring adjustments, necessary to present fairly the 
       consolidated financial position of the Company as of the dates and for 
       the periods presented, have been made.  The results of operations for 
       such interim periods are not necessarily indicative of the results to be 
       expected for the entire year.

(2)  INVENTORIES

  Inventories consist of the following:       

                                                    September 30,   December 31,
                                                         1997           1996
- --------------------------------------------------------------------------------
                                                      (unaudited)
Finished goods and demonstration equipment            $  903,077   $  1,026,303
Work-in-process                                          315,441        527,378
Purchased parts and subassemblies                      2,124,210      3,063,872
- --------------------------------------------------------------------------------
                                                       3,342,728      4,617,553

Less reserve for excess inventories                      611,787        590,000
- --------------------------------------------------------------------------------
                                                    $  2,730,941   $  4,027,553
- --------------------------------------------------------------------------------


                                   -6-                      (continued)
<PAGE>

                   RIMAGE CORPORATION AND SUBSIDIARIES
     CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(3)  SEGMENT REPORTING

     The following table summarizes certain financial information for the 
Systems and Service segments:      

                                               Nine Months Ended September 30,
                                                         (unaudited)
                                             -----------------------------------
             (in thousands)                          1997             1996
- --------------------------------------------------------------------------------

Revenues from unaffiliated customers:
  Systems                                         $  15,428         $  18,524
  Service                                            14,180            14,548

Operating earnings (loss):
  Systems                                             2,125              (473)
  Service                                              (532)                9


                                                 September 30,      December 31,
                                                     1997               1996   
                                                 -------------      ------------
Net identifiable assets:                          (unaudited)
  Systems                                          $  7,371          $  9,137
  Service                                             7,919            10,873


     As of and for the nine months ended September 30, 1997, revenues from 
       unaffiliated customers, operating loss, and net identifiable assets from 
       foreign operations were $3,157,000, $(178,000) and $1,753,000, 
       respectively.  As of and for the nine months ended September 30, 1996, 
       foreign revenues from unaffiliated customers, operating loss, and net 
       identifiable assets were $3,803,000, $(9,000) and $2,169,000, 
       respectively.


                                        -7-
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, selected items
     from the Company's  consolidated statements of operations, shown in 
     thousands.

                                           Three Months Ended  Nine Months Ended
                                              September 30,      September 30,
                                           ------------------  -----------------
                                             1997      1996      1997      1996
                                           -------   -------   -------   -------
Revenues from Unaffiliated Customers:
    Systems.............................    $4,881    $7,562   $15,428   $18,524
    Services ...........................     3,563     4,560    14,180    14,548
                                           -------   -------   -------   -------
        Total Revenues .................     8,444    12,122    29,608    33,072

Cost of Revenues:
    Systems.............................     2,670     5,555     8,931    12,605
    Service.............................     3,088     3,779    12,529    12,337
                                           -------   -------   -------   -------
        Total Cost of Revenues .........     5,758     9,334    21,460    24,942

Gross Profit:
    Systems.............................     2,211     2,007     6,497     5,919
    Service.............................       475       781     1,651     2,211
                                           -------   -------   -------   -------
        Total Gross Profit .............     2,686     2,788     8,148     8,130

Operating Expenses:
     Systems ...........................     1,314     1,903     4,372     6,392
     Service ...........................       718       743     2,183     2,202
                                           -------   -------   -------   -------
         Total Operating Expenses.......     2,032     2,646     6,555     8,594

Operating Earnings (Loss):
     Systems ...........................       898       104     2,125     (473)
     Service ...........................     (244)        38     (532)         9
                                           -------   -------   -------   -------
    Total Operating Earnings (Loss).....      $654      $142    $1,593    $(464)
                                           -------   -------   -------   -------
                                           -------   -------   -------   -------


                                   -8-
<PAGE>

RESULTS OF OPERATIONS

     This report contains forward-looking statements that involve risks and 
       uncertainties.  The Company's actual results could differ 
       significantly from those discussed in the forward-looking statements. 
       Factors that could cause or contribute to such differences include, 
       but are not limited to, changes in media or method used for 
       distribution of software, technological changes in products offered 
       by the Company or its competitors and changes in general conditions 
       in the computer market.

     Rimage has two primary divisions, as follows:  1) The Systems Division
       that designs, manufactures and sells high performance, on-demand 
       publishing and duplication systems for CD-R's and diskettes and 2) 
       the Service Division that provides media duplication and fulfillment 
       services for most computer media types, including diskette, CD ROM, 
       tape and other media such as Zip and Jazz disks.  The Company's 
       revenues decreased by 30.3% and 10.5% in the three and nine months 
       ended September 30, 1997, respectively, when compared to the three 
       and nine months ended September 30, 1996.  Consolidated net earnings 
       for the three and nine months ended September 30, 1997 were $526,000 
       and $948,000 respectively, compared to net earnings of $37,000 and a 
       net loss of $(813,000), respectively, for the three and nine months 
       ended September 30, 1996.

SYSTEMS DIVISION -- THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

     Systems Division revenues (which include equipment sold from Rimage
       Systems Group, Rimage Europe, Duplication Technology, and Knowledge 
       Access International) for the three and nine months ended September 
       30, 1997 decreased by $2,681,000 and $3,096,000, respectively, when 
       compared to the same periods of 1996. These decreases were primarily 
       due to significant decreases in non-core business revenues of 
       $3,314,000 and  $5,332,000, respectively, after the shut-down of 
       certain non-core business operations in December of 1996 and May of 
       1997, offset by significant increases in core business system 
       revenues of $633,000 and $2,236,000, respectively.  The increase in 
       core business revenues was primarily due to an increase in CD-R 
       equipment sales.
       
     Systems Division gross profit for the three and nine months ended
       September 30, 1997, increased by $205,000 and $578,000, or 18.8% and 
       10.2% as a percentage of sales, respectively,  when compared to the 
       same periods of 1996. These increases were primarily due to the 
       increased sales of higher margin CD-R products and the 
       discontinuation of lower margin products as a result of the shut-down 
       of non-core business operations.

     Systems Division operating expenses for the three and nine months
       ended  September 30, 1997 decreased by $589,000 and $2,020,000, or 
       30.9% and 31.6%, respectively, when compared to operating expenses 
       for the same period of 1996.  These decreases were primarily a result 
       of work force changes and the decision to shut-down certain non-core 
       business facilities and divisions in December of 1996 and May 1997. 
       The Company expects this trend of comparative lower operating 
       expenses to continue through the end of 1997.


                                      -9-
<PAGE>


     Systems Division operating earnings for the three and nine months ended
       September 30, 1997 were $898,000 and $2,125,000, respectively, 
       compared with operating earnings of $104,000 and an operating loss of 
       $473,000, respectively, for the same periods of 1996.  These 
       improvements were due to the aforementioned change in sales mix and 
       decreases in operating expenses during the three and nine months 
       ended September 30, 1997 compared to the same periods of 1996.

SERVICE DIVISION -- THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

     Service Division revenues (which include the revenues of the Rimage
       Service Group, formerly "Dunhill", as well as the service business of 
       Duplication Technology) for the three and nine months ended September 
       30, 1997, decreased by $997,000 and $368,000, respectively, when 
       compared to the same periods of 1996.  These decreases were primarily 
       due to lower diskette duplication demand offset by incremental CD-ROM 
       duplication from the Company's CD-ROM stamping facility.  The Company 
       anticipate moving CD-ROM equipment from this facility during the 
       fourth quarter 1997 for which $200,000 has been reserved during the 
       third quarter 1997 to account for the predicted costs.

     Service Division gross profit as a percentage of revenues for the
       three and nine months ended September 30, 1997, decreased to 13.3% 
       and 11.6% from 17.1% and 15.2%, respectively, when compared to the 
       same periods of 1996. These margin changes were primarily due to a 
       lower gross profit from the aforementioned incremental CD-ROM 
       duplication offset by personnel and manufacturing operation changes 
       that were made during the second and third quarters of 1997 to 
       improve those margins.
       
     Service Division operating expenses for the three and nine months
       ended September 30, 1997 were $718,000 and $2,183,000, respectively, 
       compared to $743,000 and $2,202,000, respectively, for the same 
       periods of 1996.  Both the three and nine month periods of 1997 
       contain $200,000 of reserve expense to cover the costs of moving 
       CD-ROM equipment, as mentioned in the paragraph above. The decreases 
       of operating expenses from the three and nine month periods of 1997 
       to 1996 were a direct result of work force changes made in December 
       1996.
       
     Service Division operating loss for the three and nine months ended
       September 30, 1997, was $(244,000) and $(532,000), respectively, 
       compared with operating earnings of $38,000 and $9,000, respectively, 
       for the same periods of 1996. These changes in operating 
       earnings/losses were primarily due to the aforementioned gross profit 
       changes.
       
CONSOLIDATED THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

     Revenues for the three and nine months ended September 30, 1997,
       decreased by $3,678,000 and $3,464,000, respectively, when compared 
       to the same periods of 1996.  These decreases were primarily a result 
       of the shut down of non-core businesses offset by increased revenues 
       from the Company's core businesses.


                                   -10-
<PAGE>

     Gross profit, as a percentage of revenues, for the three and nine months
       ended September 30, 1997, increased to 31.8% and 27.5%, respectively, 
       from 23.0% and 24.6% for the three and nine months ended September 
       30, 1996.  These increases were primarily due to the aforementioned 
       sales mix change between core and non-core businesses, offset by 
       lower gross profit from incremental CD-ROM duplication.
       
     Operating expenses for the three and nine months ended September 30,
       1997 decreased by $614,000 and $2,039,000, respectively, when 
       compared to the same periods of 1996. These decreases were a direct 
       result of work force changes and the decision to shut-down certain 
       non-core business facilities and divisions in December of 1996 and 
       May 1997.
       
     Other expense, net, for the three and nine months ended September 30,
       1997, decreased by $8,000 and increased by $206,000, respectively, 
       when compared to the same periods of 1996.  This was primarily due to 
       higher interest expense as a direct result of increased borrowing for 
       working capital and capital investment beginning in the second half 
       of 1996.
       
     Due to significant loss carryforwards as of December 31, 1996, the
       Company's income tax  expense for the three and nine months ended 
       September 30, 1997, were $30,000 and $90,000, respectively.  The 
       Company expects this trend to continue due to significant remaining 
       loss carryforwards.
       
     Net earnings  for the three and nine months ended September 30, 1997,
       were $526,000 and $948,000, respectively, compared to net earnings of 
       $37,000 and a net loss of $(813,000), respectively, for the same 
       periods of 1996.  Net earnings per share for the three and nine 
       months ended September 30, 1997, were $.15 and $.29, respectively, 
       compared to net earnings per share of $.01 and a net loss per share 
       of ($.26) for the same periods of 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities during the first nine months
       of 1997 and 1996 was $3,223,000 and $641,000, respectively.  The main 
       sources of cash provided from operating activities during the first 
       nine months of 1997 include:  net earnings of $948,000; depreciation 
       and amortization expense of $1,836,000; a decrease in receivables of 
       $548,000 as a result of increased emphasis on the timely collection 
       of receivables; a decrease in inventory of $1,297,000 primarily due 
       to concentrated efforts to reduce excess inventories at specific 
       locations within the Systems and Service Divisions; offset by a 
       decrease in accounts payable and accrued expenses of $2,494,000 
       resulting from a conscious effort to reduce the  Company's payable 
       days to approximately half of what they were at December 31, 1996.


                                   -11-
<PAGE>

     Net cash provided by (used in) investing activities was $166,000 and
       $(4,674,000) during the nine months ended September 30, 1997 and 
       1996, respectively.  The change which provided cash from investing 
       activities during the first nine months of 1997 was primarily due to 
       a focus on fewer property, plant, and equipment purchases.  In third 
       quarter 1996, the Company purchased approximately $4,100,000 in 
       CD-ROM production equipment.  At September 30, 1997 the Company had 
       no significant commitments to purchase additional capital equipment.
       
     At September 30, 1997, the Company's working capital was $305,000
       compared to $(2,290,794) at December 31, 1996.  The net cash provided 
       by (used in) financing activities was $(3,418,000) and $3,880,000 for 
       the nine months ended September 30, 1997 and 1996, respectively.   
       The Company decreased its bank debt by approximately $3,200,000 
       during the first nine months of 1997. During the first nine months of 
       1996, the Company increased its bank debt by $1,927,000 and obtained 
       $1,823,000 in financing for capital leases.  The Company has a 
       $5,000,000 line of credit with a bank, which expires April 1, 1998. 
       Advances under this line of credit are secured by substantially all 
       the Company's assets, are subject to borrowing base requirements, are 
       due on demand and bear interest at the bank's reference rate plus two 
       and one-half percent. At September 30, 1997, the Company had 
       borrowings under this line totaling $982,000 and availability of 
       $2,191,000.  The Company also has a term note agreement at the same 
       bank with a principal balance of $1,883,000 at September 30, 1997.  
       The note is payable in monthly installments of $77,777, plus accrued 
       interest at the bank's reference rate plus two and three-quarters 
       percent until April 1, 1998 when the remaining principal balance and 
       all unpaid accrued interest is due.  The note contains various terms 
       that are secured by substantially all the Company's assets.  The 
       Company believes its banking relationship is good and that 
       satisfactory financing will be available on terms acceptable to the 
       Company for the foreseeable future.
       
NEW ACCOUNTING PRONOUNCEMENTS

     Beginning in the fourth quarter of 1997, the Company will be required
       to adopt the provisions of Statement of Financial Accounting 
       Standards No. 128 "Earnings per Share" (SFAS No. 128).  Under SFAS 
       No. 128, companies are required to present basic and diluted earnings 
       per share instead of primary and fully diluted earnings per share as 
       required by Accounting Principles Board Opinion No. 15 "Earnings per 
       Share" (APB No. 15).  Basic earnings per share is computed by 
       dividing income available to common stockholders by the weighted 
       average number of common shares outstanding during the period.  
       Diluted earnings per share is computed in the same manner as basic 
       earnings per share except that the weighted average number of common 
       shares outstanding is increased to include the number of additional 
       common shares that would have been outstanding if all potentially 
       dilutive common shares had been issued using the treasury stock 
       method.
       

                                      -12-
<PAGE>


                          PART II -- OTHER INFORMATION

Item 1.        LEGAL PROCEEDINGS

               Not Applicable.


Item 2.        CHANGES IN SECURITIES

               Not Applicable.


Item 3.        DEFAULTS UPON SENIOR SECURITIES

               Not Applicable.

     
Item 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None.


Item 5.        OTHER INFORMATION

               Not Applicable.

                                   
Item 6.        EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits:      

                      Exhibit No. 11.1   Computation of Net Earnings (Loss)
                         Per Common and Common Equivalent Share.
     
                      Exhibit No. 27.1   Financial Data Schedule

               (b)  Reports on Form 8-K:

                      Not Applicable.


                                   -13-
<PAGE>

                                   SIGNATURES
                                        

In accordance with the Exchange Act, this report has been signed below by
following persons on behalf of the registrant and on the dates indicated.


                                        RIMAGE CORPORATION
                                        ------------------
                                            Registrant



Date:   November 14, 1997            By:   /s/ Bernard P. Aldrich
      ---------------------                ----------------------
                                            Bernard P. Aldrich
                                     Director, Chief Executive Officer,
                                               and President
                                        (Principal Executive Officer)
                                        (Principal Financial Officer)


Date:   November 14, 1997          By:     /s/ Robert M. Wolf
      ---------------------                ------------------
                                            Robert M. Wolf
                                             Controller

                                     (Principal Accounting Officer)


                                      -14-


<PAGE>

                                                                     EXHIBIT 11


                              RIMAGE CORPORATION
   COMPUTATION OF NET EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

<TABLE>
<CAPTION>

                                             Three Months Ended           Nine Months Ended
                                                September 30,               September 30,
                                             1997          1996           1997         1996
                                          ---------     ---------      ---------     ---------
<S>                                       <C>           <C>            <C>           <C>
Shares Outstanding at
  beginning of period. . . . . . . . . .  3,084,500     3,084,500      3,084,500     3,051,000

Common stock issued in stock
     option exercise . . . . . . . . . .       5335             0           5335         33500

Shares Outstanding at
     end of period . . . . . . . . . . .  3,089,835     3,084,500      3,089,835     3,084,500
                                          ---------     ---------      ---------     ---------
                                          ---------     ---------      ---------     ---------
   Weighted average shares
     of common stock outstanding . . . .  3,089,835     3,084,500      3,089,835     3,071,505
                                          ---------     ---------      ---------     ---------
                                          ---------     ---------      ---------     ---------
Common stock equivalents . . . . . . . .    760,488       397,453        760,488       397,453

   Weighted average shares of
     common stock equivalents. . . . . .    296,728        33,932        224,135        35,921
                                          ---------     ---------      ---------     ---------
                                          ---------     ---------      ---------     ---------
Weighted average shares of
   common stock and
   stock equivalents . . . . . . . . . .  3,386,563     3,118,432      3,313,970     3,107,427
                                          ---------     ---------      ---------     ---------
                                          ---------     ---------      ---------     ---------
Net earnings (loss). . . . . . . . . . .   $526,435       $37,085       $947,515     $(812,799)
                                          ---------     ---------      ---------     ---------
                                          ---------     ---------      ---------     ---------
   Net earnings (loss) per share . . . .   $   0.15       $  0.01          $0.29      $  (0.26)
                                          ---------     ---------      ---------     ---------
                                          ---------     ---------      ---------     ---------
</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                              13
<SECURITIES>                                         0
<RECEIVABLES>                                    5,094
<ALLOWANCES>                                       572
<INVENTORY>                                      2,731
<CURRENT-ASSETS>                                 7,810
<PP&E>                                          13,696
<DEPRECIATION>                                   7,461
<TOTAL-ASSETS>                                  15,290
<CURRENT-LIABILITIES>                            7,285
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            31
<OTHER-SE>                                       4,941
<TOTAL-LIABILITY-AND-EQUITY>                    15,290
<SALES>                                         29,608
<TOTAL-REVENUES>                                29,608
<CGS>                                           21,460
<TOTAL-COSTS>                                   21,460
<OTHER-EXPENSES>                                 6,555
<LOSS-PROVISION>                                    31
<INTEREST-EXPENSE>                                 696
<INCOME-PRETAX>                                  1,038
<INCOME-TAX>                                        90
<INCOME-CONTINUING>                                948
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       948
<EPS-PRIMARY>                                      .29
<EPS-DILUTED>                                      .29
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission