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
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RIMAGE CORPORATION
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(Exact name of Registrant as specified in its charter)
Minnesota 41-1577970
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7725 Washington Avenue South, Edina, MN 55439
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(Address of principal executive offices)
612-944-8144
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(Registrant's telephone number, including area code)
NA
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(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
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PART I FINANCIAL INFORMATION
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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
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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
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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
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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
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Net cash provided by (used in) investing activities (172,459) 9,857
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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
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Net cash provided by financing activities 1,587,106 270,483
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Cash provided by discontinued operations -- 1,076,759
Effect of exchange rate changes on cash (25,343) (61,792)
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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