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
JUNE 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 July 28, 2000 - 8,456,310 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 QUARTER ENDED JUNE 30, 2000
Description Page
----------- ----
PART I FINANCIAL INFORMATION
------
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 2000 (unaudited) and
December 31, 1999................................... 3-4
Consolidated Statements of Operations
(unaudited) for the Three and Six Months
Ended June 30, 2000 and 1999........................ 5
Consolidated Statements of Cash Flows
(unaudited) for the Three and Six Months
Ended June 30, 2000 and 1999........................ 6
Condensed Notes to Consolidated
Financial Statements (unaudited).................... 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ...... 10-13
PART II OTHER INFORMATION ....................................... 14-16
-------
Item 1-3. None
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. None
Item 6. Exhibits
SIGNATURES ............................................................... 17
2
<PAGE>
RIMAGE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
June 30, December 31,
Assets 2000 1999
------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 17,523,077 13,539,297
Trade accounts receivable, net of allowance for doubtful
accounts and sales returns of $365,000 and $321,000,
respectively 7,937,747 6,189,774
Inventories 3,240,792 2,644,510
Interest receivable 123,030 124,854
Prepaid expenses and other current assets 223,204 197,539
Deferred income taxes-current 637,000 637,000
================================================================================================
Total current assets 29,684,850 23,332,974
------------------------------------------------------------------------------------------------
Property and equipment, net 754,849 901,657
Deferred income taxes-noncurrent 237,437 237,437
Other noncurrent assets 61,169 151,017
------------------------------------------------------------------------------------------------
Total assets $ 30,738,305 24,623,085
================================================================================================
</TABLE>
See accompanying condensed notes to consolidated financial statements
3
<PAGE>
<TABLE>
<CAPTION>
June 30, December 31,
Liabilities and Stockholders' Equity 2000 1999
---------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Current liabilities:
Trade accounts payable 2,971,702 2,698,140
Income taxes payable 118,474 312,154
Accrued compensation 1,118,940 1,021,326
Accrued other 814,035 721,496
Deferred income and customer deposits 935,664 792,760
---------------------------------------------------------------------------------------------------------------
Total current liabilities 5,958,815 5,545,876
---------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, $.01 par value, authorized 10,000,000 shares, issued and
outstanding 8,404,545 and 7,962,358, respectively 84,045 79,624
Additional paid-in capital 13,659,200 12,611,700
Retained earnings 11,246,367 6,611,784
Accumulated other comprehensive income - foreign
currency translation adjustment (210,122) (225,899)
---------------------------------------------------------------------------------------------------------------
Total stockholders' equity 24,779,490 19,077,209
---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 30,738,305 24,623,085
===============================================================================================================
</TABLE>
4
<PAGE>
RIMAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 13,376,467 $ 9,893,287 $ 26,533,686 $ 18,534,520
Cost of revenues 6,183,767 5,223,766 12,204,265 9,408,208
------------------------------------------------------------------------------------------------------------------------
Gross profit 7,192,700 4,669,521 14,329,421 9,126,312
------------------------------------------------------------------------------------------------------------------------
Operating expenses:
Research and development 773,722 631,537 1,498,621 1,453,679
Selling, general and administrative 2,641,541 2,547,879 5,141,462 4,588,380
Merger -- -- 541,396 --
------------------------------------------------------------------------------------------------------------------------
Total operating expenses 3,415,263 3,179,416 7,181,479 6,042,059
------------------------------------------------------------------------------------------------------------------------
Operating income from continuing operations 3,777,437 1,490,105 7,147,942 3,084,253
------------------------------------------------------------------------------------------------------------------------
Other income (expense):
Interest, net 248,148 57,119 450,040 106,243
Gain (loss) on currency exchange (22,626) 52,122 (127,536) (18,496)
Other, net (2,190) 81,541 4,688 105,110
------------------------------------------------------------------------------------------------------------------------
Total other income, net 223,332 190,782 327,192 192,857
------------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income taxes 4,000,769 1,680,887 7,475,134 3,277,110
Income taxes 1,520,292 643,446 2,840,551 1,255,381
------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 2,480,477 1,037,441 4,634,583 2,021,729
Discontinued operations:
Income from operations of discontinued Services
Division, net applicable income tax expense -- 75,375 -- 186,045
Gain on disposal of Services Division, net
applicable income tax expense -- 303,449 -- 303,449
------------------------------------------------------------------------------------------------------------------------
Net income $ 2,480,477 $ 1,416,265 $ 4,634,583 $ 2,511,223
========================================================================================================================
Income per basic share:
Continuing operations $ 0.30 $ 0.13 $ 0.56 $ 0.26
Discontinued operations -- 0.05 -- 0.06
------------------------------------------------------------------------------------------------------------------------
Net income per basic share $ 0.30 $ 0.18 $ 0.56 $ 0.32
========================================================================================================================
Income per diluted share:
Continuing operations $ 0.26 $ 0.11 $ 0.48 $ 0.22
Discontinued operations -- 0.04 -- 0.05
------------------------------------------------------------------------------------------------------------------------
Net income per diluted share $ 0.26 $ 0.15 $ 0.48 $ 0.27
========================================================================================================================
Basic weighted average shares outstanding 8,344,059 7,892,863 8,251,124 7,855,015
========================================================================================================================
Diluted weighted average shares and
assumed conversion shares 9,665,746 9,258,554 9,640,401 9,284,501
========================================================================================================================
</TABLE>
See accompanying condensed notes to the consolidated financial statements
5
<PAGE>
RIMAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,634,583 $ 2,021,729
Adjustments to reconcile net income to net cash
provided by operating activities:
(Income) loss from discontinued operations -- (186,045)
(Gain) loss on sale of discontinued operations -- (303,449)
Depreciation and amortization 378,814 335,180
Change in reserve for excess and obsolete inventories 28,312 91,406
Change in reserve for allowance for doubtful accounts 43,787 22,233
(Gain) loss on sale of property, plant, and equipment 4,597 (26,108)
Write-off of other assets -- 10,937
Warrants issued for consulting services -- 451,699
Changes in operating assets and liabilities:
Trade accounts receivable (1,793,960) (1,236,682)
Inventories (624,594) (51,110)
Interest receivable 1,824 (43,412)
Prepaid expenses and other current assets (23,465) (100,081)
Trade accounts payable 273,562 506,422
Accrued expenses 190,153 37,741
Income taxes payable (193,680) 903,731
Deferred income and customer deposits 142,904 98,542
---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,062,837 2,532,733
---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of property, plant, and equipment (146,755) (305,039)
Proceeds from the sale of property, equipment and intangibles -- 717,084
Other noncurrent assets 37,432 (337,322)
Receipts from sales-type leases -- 8,063
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (109,323) 82,786
---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Cash payments to purchase treasury stock -- (37,875)
Proceeds from stock option and warrant exercises 1,051,921 664,555
---------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 1,051,921 626,680
---------------------------------------------------------------------------------------------------------------------
Cash provided by discontinued operations -- 1,076,759
Effect of exchange rate changes on cash (21,655) (85,768)
---------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 3,983,780 4,233,190
Cash and cash equivalents, beginning of period 13,539,297 7,488,450
Cash and cash equivalents, end of period $ 17,523,077 $ 11,721,640
=====================================================================================================================
Supplemental disclosures of net cash paid during the period for:
Income taxes $ 2,606,459 $ 1,072,480
</TABLE>
See accompanying condensed notes to the consolidated financial statements
6
<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)
7
<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$1,186,000 and $2,322,000 for the three and six months ended
June 30, 1999, respectively.
(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>
Years Ended
Three months ended Six months ended --------------------------------
June 30, 1999 June 30, 1999 1999 1998
(in '000s) (unaudited) (unaudited)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Rimage 8,729 16,246 36,313 28,530
Cedar 1,164 2,289 5,041 2,836
------------- ------------- ------------- ------------
Combined 9,893 18,535 41,354 31,366
============= ============= ============= ============
Income (loss) from
continuing operations:
Rimage 1,323 2,309 5,854 5,594
Cedar (286) (287) 108 199
------------- ------------- ------------- ------------
Combined 1,037 2,022 5,962 5,793
============= ============= ============= ============
</TABLE>
(Continued)
8
<PAGE>
RIMAGE CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(4) INVENTORIES
Inventories consist of the following as of:
June 30, December 31,
2000 1999
(unaudited)
--------------------------------------------------------------------------------
Finished goods and demonstration equipment $ 1,242,647 $ 1,196,706
Work-in-process 341,222 102,585
Purchased parts and subassemblies 1,656,923 1,345,219
--------------------------------------------------------------------------------
$ 3,240,792 $ 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 six months ended June 30, 2000 and 1999,
comprehensive income would be $15,777 more than reported net income
and $223,090 less than reported net income, respectively, due to
foreign currency translation adjustments.
(6) STOCK SPLIT
On April 7, 2000, the Company effected a 3 for 2 stock split in the form
of a 50% dividend. All references in the financial statements and
related notes to per share information, stock options, weighted
average number of shares, as well as the number of common shares
outstanding for all prior years presented, have been retroactively
adjusted to reflect this stock split.
9
<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 Six months ended
June 30, June 30,
---------------------------- -----------------------------
% %
2000 1999 Change 2000 1999 Change
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $13,377 $9,893 35% $26,533 $18,534 43%
Cost of Revenues 6,184 5,224 18 12,204 9,408 30
----- ----- ------ -----
Gross Margin 7,193 4,669 54 14,329 9,126 57
Operating Expenses 3,415 3,179 7 7,181 6,042 19
----- ----- ----- -----
Operating Income 3,778 1,490 154 7,148 3,084 132
===== ===== ===== =====
</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.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
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.
REVENUES. Revenues increased 35% to $13.4 million and 43% to $26.5 million for
the three- and six-month periods ended June 30, 2000, respectively, from $9.9
million and $18.5 million for the same prior-year periods. Revenue increases
were 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
quarter and the six-month period ended June 30, 2000.
As of and for the six months ended June 30, 2000, foreign revenues from
unaffiliated customers, operating income, and net identifiable assets were
$6,188,000, $210,000 and $3,242,000, respectively. As of and for the six months
ended June 30, 1999, foreign revenues from unaffiliated customers, operating
earnings, and net identifiable assets were $5,046,000, $172,000, and $3,373,000,
respectively. The growth is due to increasing penetration in the European
markets of sales of CD-R products.
GROSS PROFIT. Gross profit as a percent of revenues from continuing operations
was 54% for the three- and six-month periods ended June 30, 2000, respectively,
compared to 47% and 49% for the same prior-year periods. The increases are a
result of increased sales of newly released CD-R equipment coupled with cost
control measures and efficiencies recognized in our manufacturing process.
OPERATING EXPENSES. Operating expenses from continuing operations increased 7%
to $3.4 million and 19% to $7.2 million for the three- and six-month periods
ended June 30, 2000, respectively, from $3.2 million and $6.0 million for the
same prior year periods. For the quarter, expenses principally reflect normal
increases associated with revenue growth. For the six months, expense increases
also included merger expenses of $541,000 incurred from the acquisition of Cedar
Technologies, Inc. Research and development expense increased 23% to $774,000
and 3% to $1.5 million for the three- and six-month periods ended June 30, 2000,
respectively, from $632,000 and $1.4 million for the same prior year 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 from continuing operations of $248,000 and $450,000 during the
three- and six-month periods ended June 30, 2000 compared to $57,000 and
$106,000 during the same prior year periods. Other income was negatively
impacted by foreign currency transaction losses during the three- and six-month
periods ended June 30, 2000.
11
<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 increased 138% to $4.0 million and 128% to $7.5
million for the three- and six-month periods ended June 30, 2000, respectively,
from $1.7 million and $3.3 million for the same prior year periods. These
increases reflect the revenue growth and cost control measures 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 six-month periods ended June 30, 2000 amounted to $1.5 million and
$2.8 million or 38% of income from continuing operations before income taxes.
INCOME FROM CONTINUING OPERATIONS. Income from continuing operations increased
139% to $2.5 million and 129% to $4.6 million for the three- and six-month
periods ended June 30, 2000, respectively, from $1.0 million and $2.0 million
for the same prior year periods. These increases reflect the revenue growth and
cost control measures 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 increased to $29.7 million as of June 30, 2000 from $23.3 million
as of December 31, 1999, primarily reflecting normal operating activity. The
allowance for doubtful accounts as a percentage of receivables was 4% and 5% as
of June 30, 2000 and December 31, 1999, respectively. Current liabilities
increased approximately 7% to $6.0 million as of June 30, 2000 from $5.5 million
as of December 31, 1999, primarily reflecting normal increases in accounts
payable.
Net cash provided by operating activities increased to $3.1 million for the six
months ended June 30, 2000 from $2.5 million for the six months ended June 30,
1999. This increase is primarily the result of increased earnings during the
six-month period ended June 30, 2000. Net cash used in investing activities was
$109,000 for the six months ended June 30, 2000 primarily reflecting purchases
of capital equipment. Net cash provided by investing activities was $83,000 for
the six months ended June 30, 1999 and consisted of purchases of capital
equipment netted with proceeds from the sale of intangibles. At June 30, 2000,
the Company had no significant commitments to purchase additional capital
equipment. Net cash provided by financing activities increased to $1.1 million
from $627,000 for the six-month periods ended June 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.
12
<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.
13
<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
The Company's Annual Meeting of Stockholders' was held on May
10, 2000. The following members were elected to the Company's
Board of Directors to hold office for the ensuing year:
Nominee In Favor Withheld
------- -------- --------
Bernard Aldrich 3,298,073 149,294
Ronald Fletcher 3,298,073 149,294
George Kline 3,298,073 149,294
Richard McNamara 3,298,073 149,294
James Reissner 3,298,073 149,294
David Suden 3,298,043 149,324
The results of the voting on the following additional items were as
follows:
(a) Ratification of the selection of KPMG as independent accountants
to audit the consolidated financial statements of Rimage Corporation
for the year ending December 31, 2000. The votes of the stockholders
on this ratification were as follows:
In Favor Opposed Abstained Broker Non-Vote
-------- ------- --------- ---------------
3,444,355 380 2,632 -0-
(b) Amendment of the Rimage 1992 Stock Option Plan (i) to increase
the number of shares reserved for issuance thereunder by 375,000,
(ii) to extend the termination of the Plan to May 10, 2010, and
(iii) to place limitations on the number of shares granted under the
plan to any person in any fiscal year designed to comply with
Section 162(m) of the Internal Revenue Code of 1986, as amended. The
votes of the stockholders on this ratification were as follows:
In Favor Opposed Abstained Broker Non-Vote
-------- ------- --------- ---------------
3,201,481 236,894 8,992 -0-
14
<PAGE>
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.
15
<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: August 9, 2000 By: /s/ Bernard P. Aldrich
------------------ ----------------------
Bernard P. Aldrich
Director, Chief Executive Officer,
and President
(Principal Executive Officer)
(Principal Financial Officer)
Date: August 9, 2000 By: /s/ Robert M. Wolf
------------------ ------------------
Robert M. Wolf
Treasurer
(Principal Accounting Officer)
16
