RIMAGE CORP
10-Q, 2000-11-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                                                       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, 2000; 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 October 26, 2000 - 8,652,060 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, 2000


              Description                                                   Page
              -----------                                                   ----

PART I     FINANCIAL INFORMATION
------

  Item 1.  Financial Statements

              Consolidated Balance Sheets as of
                September 30, 2000 (unaudited) and
                December 31, 1999.........................................     3

              Consolidated Statements of Operations
                (unaudited) for the Three and Nine Months
                Ended September 30, 2000 and 1999.........................     4

              Consolidated Statements of Cash Flows
                (unaudited) for the nine Months
                Ended September 30, 2000 and 1999.........................     5

              Condensed Notes to Consolidated
                Financial Statements (unaudited)..........................   6-8

Item 2.       Management's Discussion and Analysis of
                Financial Condition and Results of Operations.............  9-12


  PART II  OTHER INFORMATION.............................................. 13-14
-------

Items 1-3.    None

Item 4.       None

Item 5.       None

Item 6.       Exhibits

SIGNATURES................................................................    15


                                        2
<PAGE>


                       RIMAGE CORPORATION AND SUBSIDIARIES

                           Consolidated Balance Sheets

                    September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                                                                           September 30,    December 31,
                             Assets                                             2000            1999
--------------------------------------------------------------------------------------------------------
                                                                            (unaudited)
<S>                                                                        <C>              <C>
Current assets:
    Cash and cash equivalents                                              $ 19,268,067     $ 13,539,297
    Trade accounts receivable, net of allowance for doubtful accounts
           and sales returns of $388,000 and $321,000, respectively           6,303,386        6,189,774
    Inventories                                                               3,916,961        2,644,510
    Interest receivable                                                         189,590          124,854
    Prepaid expenses and other current assets                                   178,724          197,539
    Prepaid income taxes                                                        573,372               --
    Deferred income taxes-current                                               637,000          637,000
---------------------------------------------------------------------------------------------------------
              Total current assets                                           31,067,100       23,332,974
---------------------------------------------------------------------------------------------------------

Property and equipment, net                                                     722,377          901,657

Deferred income taxes-noncurrent                                                237,437          237,437
Other noncurrent assets                                                          20,662          151,017
---------------------------------------------------------------------------------------------------------
                        Total assets                                       $ 32,047,576     $ 24,623,085
=========================================================================================================

                             Liabilities and Stockholders' Equity
---------------------------------------------------------------------------------------------------------
Current liabilities:
    Trade accounts payable                                                 $  2,400,755     $  2,698,140
    Income taxes payable                                                             --          312,154
    Accrued compensation                                                      1,332,481        1,021,326
    Accrued other                                                               803,125          721,496
    Deferred income and customer deposits                                       967,845          792,760
---------------------------------------------------------------------------------------------------------
              Total current liabilities                                       5,504,206        5,545,876
---------------------------------------------------------------------------------------------------------

Stockholders' equity:
    Common stock, $.01 par value, authorized 10,000,000 shares,
           issued and outstanding 8,626,082 and 7,962,358, respectively          86,261           79,624
    Additional paid-in capital                                               14,290,635       12,611,700
    Retained earnings                                                        12,441,267        6,611,784
    Accumulated other comprehensive income - foreign
           currency translation adjustment                                     (274,793)        (225,899)
---------------------------------------------------------------------------------------------------------
              Total stockholders' equity                                     26,543,370       19,077,209
---------------------------------------------------------------------------------------------------------
                        Total liabilities and stockholders' equity         $ 32,047,576     $ 24,623,085
=========================================================================================================
</TABLE>

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,
                                                                    2000             1999             2000             1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>              <C>              <C>
Revenues                                                       $  9,989,096     $ 11,114,938     $ 36,522,782     $ 29,649,458
Cost of revenues                                                  4,776,887        5,271,556       16,981,152       14,679,764
-------------------------------------------------------------------------------------------------------------------------------
          Gross profit                                            5,212,209        5,843,382       19,541,630       14,969,694
-------------------------------------------------------------------------------------------------------------------------------

Operating expenses:
   Research and development                                       1,050,554          775,504        2,549,175        2,229,183
   Selling, general and administrative                            2,399,857        2,009,476        7,541,319        6,597,856
   Merger                                                                --               --          541,396               --
-------------------------------------------------------------------------------------------------------------------------------
          Total operating expenses                                3,450,411        2,784,980       10,631,890        8,827,039
-------------------------------------------------------------------------------------------------------------------------------

          Operating income from continuing operations             1,761,798        3,058,402        8,909,740        6,142,655
-------------------------------------------------------------------------------------------------------------------------------

Other income (expense):
   Interest, net                                                    303,634          115,056          753,674          221,299
   Loss on currency exchange                                       (161,654)         (17,205)        (289,190)         (35,701)
   Other, net                                                        23,480           42,017           28,168          147,127
-------------------------------------------------------------------------------------------------------------------------------
          Total other income, net                                   165,460          139,868          492,652          332,725
-------------------------------------------------------------------------------------------------------------------------------

Income from continuing operations
  before income taxes                                             1,927,258        3,198,270        9,402,392        6,475,380
Income tax expense                                                  732,358        1,128,683        3,572,909        2,384,064
-------------------------------------------------------------------------------------------------------------------------------
          Income from continuing operations                       1,194,900        2,069,587        5,829,483        4,091,316

Discontinued operations:
  Income from operations of discontinued
    Services Division, net of applicable income taxes                    --               --               --          186,045
  Gain on disposal of Services Division, net of
    applicable income tax expense                                        --               --               --          303,449
-------------------------------------------------------------------------------------------------------------------------------
          Net income                                           $  1,194,900     $  2,069,587     $  5,829,483     $  4,580,810
===============================================================================================================================

Income per basic share:
  Continuing operations                                        $       0.14     $       0.26     $       0.70     $       0.52
  Discontinued operations                                                --               --               --             0.06
-------------------------------------------------------------------------------------------------------------------------------
          Net income per basic share                           $       0.14     $       0.26     $       0.70     $       0.58
===============================================================================================================================

Income per diluted share:
  Continuing operations                                        $       0.12     $       0.22     $       0.60     $       0.44
  Discontinued operations                                                --               --               --             0.05
-------------------------------------------------------------------------------------------------------------------------------
          Net income per diluted share                         $       0.12     $       0.22     $       0.60     $       0.49
===============================================================================================================================

Basic weighted average shares outstanding                         8,510,224        7,942,042        8,338,555        7,884,343
===============================================================================================================================

Diluted weighted average shares and
    assumed conversion shares                                     9,741,237        9,442,679        9,679,197        9,394,598
===============================================================================================================================
</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,
                                                                                           2000              1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
Cash flows from operating activities:
        Net income                                                                    $  5,829,483      $  4,580,810
        Adjustments to reconcile net income to net cash
           provided by operating activities:
            Income from discontinued operations                                                 --          (186,045)
            Gain on sale of discontinued operations                                             --          (303,449)
            Depreciation and amortization                                                  550,515           467,530
            Change in reserve for excess and obsolete inventories                           12,113           120,980
            Change in reserve for allowance for doubtful accounts                           67,131            87,664
            (Gain) loss on sale of property, plant, and equipment                            6,494           (26,108)
            Write-off of other assets                                                           --             5,016
            Warrants issued for consulting services                                             --           215,135
            Changes in operating assets and liabilities:
                  Trade accounts receivable                                               (182,943)       (2,545,337)
                  Inventories                                                           (1,284,564)         (565,778)
                  Interest receivable                                                      (64,736)          (87,960)
                  Prepaid expenses and other current assets                                 21,015           (10,864)
                  Prepaid income taxes                                                    (573,372)               --
                  Trade accounts payable                                                  (297,385)          630,799
                  Accrued compensation                                                     311,155           (41,468)
                  Accrued other                                                             81,629            23,035
                  Income taxes payable                                                    (312,154)          238,502
                  Deferred income and customer deposits                                    175,085           103,096
---------------------------------------------------------------------------------------------------------------------

                              Net cash provided by operating activities                  4,339,466         2,705,558
---------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
        Purchase of property, plant, and equipment                                        (247,374)         (425,897)
        Proceeds from the sale of property, equipment and intangibles                           --           717,084
        Other noncurrent assets                                                             74,915          (289,393)
        Receipts from sales-type leases                                                         --             8,063
---------------------------------------------------------------------------------------------------------------------

                              Net cash provided by (used in) investing activities         (172,459)            9,857
---------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
        Cash payments to purchase treasury stock                                                --          (332,395)
        Proceeds from stock option and warrant exercises                                 1,587,106           602,878
---------------------------------------------------------------------------------------------------------------------

                              Net cash provided by financing activities                  1,587,106           270,483
---------------------------------------------------------------------------------------------------------------------

Cash provided by discontinued operations                                                        --         1,076,759

Effect of exchange rate changes on cash                                                    (25,343)          (61,792)
---------------------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                                5,728,770         4,000,865

Cash and cash equivalents, beginning of period                                          13,539,297         7,488,450
---------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                                              $ 19,268,067      $ 11,489,315
=====================================================================================================================

Supplemental disclosures of net cash paid during the period for:
        Income taxes                                                                  $  3,903,559      $  1,072,480
</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

     Rimage Corporation (the Company) develops, manufactures and distributes
          high performance CD-Recordable (CD-R) and DVD publishing and
          duplication systems, and continues to support its long-term
          involvement in diskette duplication and publishing equipment.

     The accompanying unaudited consolidated financial statements of the Company
          have been prepared pursuant to the rules of the Securities and
          Exchange Commission. These financial statements should be read in
          conjunction with the more detailed financial statements and notes
          thereto included in the Company's most recent annual report on Form
          10-K.

     The Company extends unsecured credit to its customers as well as credit to
          a limited number of authorized distributor wholesalers, who in turn
          provide warehousing, distribution, and credit to a network of
          authorized value added resellers. These distributors and value added
          resellers sell and service a variety of hardware and software
          products.

     In the opinion of management, the accompanying consolidated financial
          statements reflect all adjustments, consisting of only normal
          recurring adjustments, necessary for a fair presentation of the
          financial position and results of operations and cash flows of the
          Company for the periods presented. Certain previously reported amounts
          have been reclassified to conform with the current presentation.

     The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities at the date of the financial statements and the reported
          amounts of revenues and expenses during the reporting period. Actual
          results could differ from those estimates.

                                                                     (Continued)


                                       6
<PAGE>


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


(2)  DISCONTINUED OPERATIONS

     On June 30, 1999, the Company completed the sale of the inventory, fixed
          assets and intangible assets of its Boulder, Colorado based Services
          Division to a third party. Accordingly, the consolidated financial
          statements of the Company report separately the operating results of
          this discontinued division. Revenues of the Services Division were
          $2,322,000 for the nine months ended September 30, 1999.

(3)  ACQUISITION

     On March 1, 2000, the Company issued 331,664 shares of its common stock in
          exchange for all outstanding stock of Cedar Technologies, Inc.
          ("Cedar"), a manufacturer of CD-R desktop publishing and duplication
          equipment. The Company also assumed the obligations to issue 149,376
          shares of its common stock upon exercise of outstanding options of
          Cedar and 118,596 shares of its common stock upon exercise of
          outstanding warrants of Cedar. The business combination has been
          accounted for as a pooling-of-interests combination, and accordingly,
          the consolidated financial statements for periods prior to the
          combination have been restated to include the accounts and results of
          operations of Cedar.

     The results of operations previously reported by the separate enterprises
          and the combined amounts presented in the accompanying consolidated
          financial statements are summarized below.

<TABLE>
<CAPTION>
                                              Three months    Nine months
                                                  ended          ended            Years Ended
                                              September 30,   September 30,    ---------------------
                                                  1999           1999           1999          1998
(in '000s)                                     (unaudited)    (unaudited)
----------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>           <C>            <C>
Revenues:
           Rimage                                  9,823         26,069        36,313         28,530
           Cedar                                   1,292          3,581         5,041          2,836
                                                  ------         ------        ------         ------
           Combined                               11,115         29,650        41,354         31,366
                                                  ======         ======        ======         ======
Income (loss) from continuing operations:
           Rimage                                  1,900          4,208         5,854          5,594
           Cedar                                     170           (117)          108            199
                                                  ------         ------        ------         ------
           Combined                                2,070          4,091         5,962          5,793
                                                  ======         ======        ======         ======
</TABLE>

                                                                     (Continued)


                                        7
<PAGE>


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

(4)  INVENTORIES

     Inventories consist of the following as of:

                                                  September 30,     December 31,
                                                      2000              1999
                                                   (unaudited)
--------------------------------------------------------------------------------

 Finished goods and demonstration equipment      $  1,728,940       $  1,196,706
 Work-in-process                                      340,697            102,585
 Purchased parts and subassemblies                  1,847,324          1,345,219
--------------------------------------------------------------------------------
                                                 $  3,916,961       $  2,644,510
================================================================================

(5)  COMPREHENSIVE INCOME

     The Company's only item of other comprehensive income relates to foreign
          currency translation adjustments, and is presented separately on the
          balance sheet as required. If presented on the statement of operations
          for the nine months ended September 30, 2000 and 1999, comprehensive
          income would be $48,894 and $151,185 less than reported net income due
          to foreign currency translation adjustments.


                                       8
<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.

<TABLE>
<CAPTION>
                             Three months ended                 Nine months ended
                                September 30,                     September 30,
                           ----------------------            ----------------------
                                                %                                  %
                        2000       1999       Change       2000       1999       Change
                      -------------------------------    ------------------------------
<S>                   <C>        <C>          <C>        <C>        <C>           <C>
Revenues              $ 9,989    $11,115      (10.1)%    $36,523    $29,650       23.2%

Cost of Revenues        4,777      5,272       (9.4)      16,981     14,680       15.7
                      -------    -------                 -------    -------

Gross Profit            5,212      5,843      (10.8)      19,542     14,970       30.5

Operating Expenses      3,450      2,785       23.9       10,632      8,827       20.4
                      -------    -------                 -------    -------

Operating Income        1,762      3,058      (42.4)       8,910      6,143       45.0
                      =======    =======                 =======    =======
</TABLE>


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.

As discussed in Note 2 of the Condensed Notes of the Consolidated Financial
Statements, the Company divested of its Services Division during the second
quarter of 1999. The comments that follow pertain to the Company's continuing
operations.

REVENUE. Revenue from continuing operations decreased 10.1% to $10.0 million
during the third quarter of 2000 from $11.1 million during the third quarter of
1999. The decrease was a result of decreased activity from our strategic
accounts coupled with the negative impact of the continued strengthening of the
U.S. dollar on our European operations. These effects were offset by the
continued growth within our domestic channel program which grew 27% during the
third quarter of 2000 when compared to domestic channel revenues during the same
period of 1999.


                                        9
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)

Revenues increased 23.2% to $36.5 million for the nine months ended September
30, 2000 from $29.7 million for the same prior year period. The increase was
driven by the expansion of the Company's Rimage Perfect Partner Channel program
through the addition of new value added resellers. The Company has also
experienced strong demand for music on demand delivery systems during the
first six months of 2000.

As of and for the nine months ended September 30, 2000, foreign revenues from
unaffiliated customers, operating earnings, and net identifiable assets were
$8,517,000, $290,000 and $3,137,000, respectively. As of and for the nine months
ended September 30, 1999, foreign revenues from unaffiliated customers,
operating income, and net identifiable assets were $7,901,000, $269,000 and
$3,651,000, respectively. The revenue growth is due to increasing penetration of
CD-R products in the European markets offset by the effects of a strengthening
U.S. dollar.

GROSS PROFIT. Gross profit as a percent of revenues during the third quarter of
2000 remained relatively consistent at 52.2% compared to 52.6% of revenues
during the same period of 1999. Gross profit as a percent of revenues during the
nine-month period ended September 30, 2000 was 53.5% compared to 50.5% of
revenues during the same period of 1999. The increase was due to a larger
percentage of sales of higher margin CD-R equipment during the nine-month period
ending September 30, 2000.

OPERATING EXPENSES. Operating expenses increased 23.9% to $3.5 million and 20.4%
to $10.6 million for the three- and nine-month periods ended September 30, 2000,
respectively, from $2.8 million and $8.8 million for the same prior year
periods. For the quarter, the increase is primarily due to increased efforts in
research and development and the recognition of a liability for the remaining
lease payments due for an unoccupied facility. For the nine months, expense
increases also included merger expenses of $541,000 incurred from the
acquisition of Cedar Technologies, Inc. Research and development expense
increased 35.5% to $1.1 million and 14.4% to $2.5 million for the three- and
nine-month periods ended September 30, 2000, respectively, from $776,000 and
$2.2 million for the same prior periods. This increase is in line with the
Company's objective to continue to direct more resources to research and
development activities.

OTHER INCOME/(EXPENSE). The Company recognized net interest income on cash
investments of $304,000 and $754,000 during the three- and nine-month periods
ended September 30, 2000, respectively, compared to $115,000 and $221,000 during
the same prior year periods. Other income was negatively impacted by foreign
currency transaction losses during the three- and nine-month periods ended
September 30, 2000.


                                       10
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES. Income from continuing
operations before income taxes decreased 39.7% to $1.9 million and increased
45.2% to $9.4 million for the three- and nine-month periods ended September 30,
2000, respectively, from $3.2 million and $6.5 million for the same prior year
periods. These fluctuations reflect the revenue and expense changes as described
above.

INCOME TAXES. The provision for income taxes represents federal, state, and
foreign income taxes on earnings before income taxes. Income tax expense for the
three- and nine-month periods ended September 30, 2000 amounted to $732,000 and
$3.6 million or 38% of income from continuing operations before income taxes.

INCOME FROM CONTINUING OPERATIONS. Income from continuing operations decreased
42.3% to $1.2 million and increased 42.5% to $5.8 million for the three- and
nine-month periods ended September 30, 2000, respectively, from $2.1 million and
$4.1 million for the same prior year periods. These fluctuations reflect the
revenue and cost changes as described above.

LIQUIDITY AND CAPITAL RESOURCES

The Company expects to fund its anticipated cash requirements (including the
anticipated cash requirements of its capital expenditures) with internally
generated funds and, if required, from the Company's existing credit agreement.

Current assets are $31.1 million as of September 30, 2000 as compared to $23.3
million as of December 31, 1999. The allowance for doubtful accounts as a
percentage of receivables was 6% as of September 30, 2000 compared to 5% as of
December 31, 1999. Current liabilities were $5.5 million as of September 30,
2000 and December 31, 1999.

Net cash provided by operating activities increased to $4.3 million for the
nine-month period ended September 30, 2000 from $2.7 million for the nine-month
period ended September 30, 1999. This increase is primarily the result of
increased earnings during the nine-month period ended September 30, 2000. Net
cash used in investing activities was $172,000 for the nine-month period ended
September 30, 2000 primarily reflecting purchases of capital equipment. Net
cash provided by investing activities was $10,000 for the nine-month period
ended September 30, 1999 and consisted of purchases of capital equipment netted
with proceeds from the sale of intangibles. At September 30, 2000, the Company
had no significant commitments to purchase additional capital equipment. Net
cash provided by financing activities increased to $1.6 million from $270,000
for the nine-month periods ended September 30, 2000 and 1999, respectively,
primarily due to an increase in stock option proceeds.

The Company believes that inflation has not had a material impact on its
operations or liquidity to date.


                                       11
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)

YEAR 2000 READINESS

To date, we have experienced no significant systems or other year 2000 problems
in connection with the transition to the year 2000. We will continue to monitor
for any year 2000 issues.

NEW EUROPEAN CURRENCY

On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing currencies and the
euro, a new European currency, and adopted the euro as their common legal
currency (the "Euro Conversion"). Either the euro or a participating country's
present currency will be accepted as legal tender from January 1, 1999 to
January 1, 2002, from which date forward only the euro will be accepted.

The Company has customers located in European Union countries participating in
the Euro Conversion. Such customers will likely have to upgrade or modify their
computer systems and software to comply with the euro requirements. The amount
of money the Company anticipates spending in connection with product development
related to the Euro Conversion is not expected to have a material adverse effect
on the Company's results of operations or financial condition. The Euro
Conversion may also have competitive implications for the Company's pricing and
marketing strategies, which could be material in nature; however, any such
impact is not known at this time.

The Company has also modified its internal systems (such as payroll, accounting
and financial reporting) to deal with the Euro Conversion. There is no
assurance, however, that all problems related to the Euro Conversion will be
foreseen and corrected, or that no material disruptions of the Company's
business will occur.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133), effective in 2001,
established new standards for recognizing all derivatives as either assets or
liabilities, and measuring those instruments at fair value. At the present time,
the Company does not anticipate that SFAS No. 133 will have a material impact on
its financial position or results of operations.

MARKET RISK DISCLOSURE

The Company does not invest in any derivative financial instruments. See the
Company's most recent annual report filed on form 10K (Item 7A.). There has been
no material change in this information.


                                       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  Calculation of Earnings Per 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 13, 2000                  By:      /s/ Bernard P. Aldrich
     -------------------                           ----------------------
                                                     Bernard P. Aldrich
                                              Director, Chief Executive Officer,
                                                       and President
                                              (Principal Executive Officer)
                                              (Principal Financial Officer)


Date:  November 13, 2000                  By:        /s/ Robert M. Wolf
     -------------------                             ------------------
                                                       Robert M. Wolf
                                                          Treasurer
                                                (Principal Accounting Officer)


                                       14


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