Securities and Exchange Commission Washington, D.C. 20549 - ------------------------------------------------------------------------------ Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended April 2, 1995 Commission File 	Number 0-12064 - ------------------------------------------------------------------------------ Stratus Computer, Inc. (Exact name of registrant as specified in its Charter) Massachusetts No. 04-2697554 (State of Incorporation) (I.R.S. Employer Identification No.) 55 Fairbanks Boulevard, Marlborough, Massachusetts 01752 (Address of principal executive office) (Zip) (508) 460-2000 (Telephone number, including area code) - ------------------------------------------------------------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No. Number of Common Shares outstanding at the latest practicable date, May 12, 1995: 23,530,716. STRATUS COMPUTER, INC. INDEX TO 10-Q Part I Financial information 	Consolidated statements of income - 	 three months ended April 2, 1995 	 and April 3, 1994 						 	Consolidated balance sheets - 	 April 2, 1995 and January 1, 1995 	Consolidated statements of cash flows - 	 three months ended April 2, 1995 	 and April 3, 1994 	Notes to consolidated financial statements 	Management's Discussion and Analysis of Financial 	 Condition and Results of Operations Part II Other information 	Legal Proceedings 	Exhibits and reports on Form 8-K Signatures 													 PART I - FINANCIAL INFORMATION 													 Item 1 - FINANCIAL STATEMENTS 													 STRATUS COMPUTER, INC. 													 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts) 							 Quarter Ended 							---------------------- 						 April 2, April 3, 						 1995 1994 						 -------- -------- Revenues: 	Product sales $81,500 $98,521 	Service 47,002 36,886 						 -------- -------- Total revenues 128,502 135,407 Costs and expenses: 	Product cost of sales 37,533 44,040 	Service expense 26,446 19,561 	Research and development expense 20,620 20,756 	Selling, general and administrative 	 expenses 38,697 38,239 						 -------- -------- Total costs and expenses 123,296 122,596 						 -------- -------- Operating income 5,206 12,811 Other income 2,811 1,250 						 -------- -------- Income before provision for income taxes 8,017 14,061 								 Provision for income taxes 1,603 2,672 						 -------- -------- Net income $6,414 $11,389 						 ________ ________ 						 -------- -------- Net income per common share $.26 $.46 						 -------- -------- 								 Weighted average number of shares of 	common stock and common stock 	equivalents outstanding 24,341 24,527 						 -------- -------- 								 See accompanying notes. 								 							 									 STRATUS COMPUTER, INC. 								 CONSOLIDATED BALANCE SHEETS 							 (In thousands, except share and per share amounts) 							 							 							 					 April 2, January 1, ASSETS 1995 1995 - ------------------- -------- ---------- 					 (Unaudited) Current assets: 	Cash and cash equivalents $213,922 $230,010 	Accounts receivable, net 133,610 140,212 	Inventories: 		Finished products 28,866 24,802 		Work-in-process 2,614 2,836 		Parts and assemblies 13,146 15,599 					 -------- ---------- 						44,626 43,237 									 	Other current assets 25,953 24,080 					 -------- ---------- 			Total current assets 418,111 437,539 								 								 									 								 Property, plant and equipment, at cost 310,423 300,162 Less: accumulated depreciation 195,228 183,360 					 -------- ---------- 		Net property, plant and 			equipment 115,195 116,802 								 								 Other assets, net 65,311 59,069 					 -------- ---------- 			Total assets $598,617 $613,410 					 ========= ========== 								 LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------- 			 Current liabilities: 	Accounts payable $16,691 $20,020 	Accrued expenses 41,874 46,944 	Income taxes payable 26,344 27,887 	Short-term borrowings and obligations 4,325 5,783 	Deferred revenue 13,315 12,474 					 -------- ---------- 			Total current 			 liabilities 102,549 113,108 								 Long-term obligations 6,096 7,849 Deferred gain on sale-leaseback of land/building 2,160 2,301 									 Stockholders' equity: 	Common stock, $.01 par value, 	 150,000,000 shares authorized, 	 25,108,108 and 25,017,414 shares 	 issued and outstanding, respectively 251 250 	Junior common stock, $.01 par value, 	 500,000 shares authorized - - 	Additional paid-in capital 193,750 191,971 	Retained earnings 336,980 330,566 	Cumulative translation adjustment 469 (1,233) 					 -------- ---------- 					 531,450 521,554 									 	Less: shares in treasury, at cost, 	 1,322,000 and 888,200 shares, 	 respectively (43,638) (31,402) 					 -------- ---------- 			Total stockholders' 			 equity 487,812 490,152 					 -------- ---------- 			Total liabilities 			 and stockholders' 			 equity $598,617 $613,410 					 ========= ========== 									 See accompanying notes. 									 STRATUS COMPUTER, INC. 									 CONSOLIDATED STATEMENTS OF CASH FLOWS 						 (Unaudited) 									 (In thousands) 									 									 							 Three Months Ended 							---------------------- 							April 2, April 3, 							 1995 1994 							-------- -------- Cash flows from operating activities: 	Net income $6,414 $11,389 									 	Adjustment to reconcile net income to net cash 	provided by operating activities: 									 		Depreciation and amortization 16,267 12,955 	Add (deduct) changes in working capital: 								 	Decrease in accounts receivable 8,081 21,390 	Increase in inventory (733) (62) 	Decrease in accounts payable and accrued 	 liabilities (11,818) (4,226) 	Decrease in income taxes payable (2,158) (4,070) 	Decrease in other working capital items (58) (918) 							 -------- ------- Net cash provided by operating activities 15,995 36,458 								 Cash flows from investing activities: 								 	Acquisition of property, plant and equipment (9,213) (11,154) 	Acquisition of businesses (2,967) - 	Acquisition of other long-term assets (7,314) (5,299) 							 -------- ------- Net cash used in investing activities (19,494) (16,453) 									 Cash flows from financing activities: 								 	Net proceeds and benefits from employee 	 stock plans 1,780 1,575 	Purchase of treasury stock (12,235) - 	Reduction of long-term debt and capital 	 lease obligations (3,211) (2,639) 							 -------- ------- Net cash used in financing activities (13,666) (1,064) 								 Effect of exchange rate changes on cash 1,077 442 							-------- -------- Net increase in cash and cash equivalents (16,088) 19,383 									 Cash and cash equivalents at beginning of year 230,010 191,005 							-------- -------- Cash and cash equivalents at end of period $213,922 $210,388 						 ========== ========= 									 See accompanying notes. 								 STRATUS COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 2, 1995 and April 3, 1994 (Unaudited) (In thousands) 1. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. The information herein should be read in conjunction with the annual report on Form 10-K for the year ended January 1, 1995. It is management's opinion that the accompanying statements reflect all adjustments necessary for a fair presentation of the results for this interim period and the comparable periods presented. Certain amounts in the consolidated financial statements for the prior years have been reclassified to conform to the current year presentation. Such reclassifications had no effect on previously reported results of operations. 2. Primary earnings per share is based on the weighted average number of shares of common stock and common stock equivalents (stock options) outstanding. Fully diluted earnings per share has not been separately presented as the amount does not differ significantly from primary earnings per share. 3. There were no non-cash investing and financing activities for the first three months of 1995 or 1994. The Company made interest payments of $307 and $301 and tax payments of $1,450 and $7,532 in the first three months of 1995 and 1994, respectively. STRATUS COMPUTER, INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. Revenues Net revenues of $128,502 for the first quarter of 1995 declined 5% from the corresponding period in 1994. The Company's total product revenue declined 17% in 1995's first quarter compared to the same 1994 period due mainly to the unfavorable impact of product transition issues. The Company's direct product revenue declined 19% from the first quarter of 1994. Domestic direct product revenues declined 17% due mainly to weak sales to the retail, telecommunications and gaming industries. Also, international direct product revenues declined 21% from 1994's first quarter. Within Europe, revenue declines in the United Kingdom and Sweden were somewhat offset by increases in Holland and Germany, resulting in a 27% overall decline. In the Asia/Pacific region, revenues declined 12% from 1994's first quarter, particularly in Hong Kong. Product revenue from indirect channels declined 11% in the 1995 first quarter compared to the same 1994 period. Sales to Olivetti declined 4% in the first quarter of 1995 compared to the same 1994 period, and were 5% and 4% of total product revenue, respectively. Product revenue to other international distributors decreased 45% from the prior year's first quarter, declining from 13% to 9% of total product revenues. Partially offsetting these declines was an increase in sales to NEC of 97% for the first quarter of 1995 when compared to 1994, increasing from 4% to 10% of total product revenue. During the quarter, the Company began shipping its new Continuum product line, which exceeded revenue expectations. Such shipments, however, were not sufficient to offset the factors noted above. Total service revenue increased 27% in the first quarter of 1995 over the corresponding period in the previous year. This growth was due to the increased professional service, maintenance and education products provided to the expanding customer base. The Company's TCAM subsidiary acquired in the fourth quarter of 1994 was responsible for $3,821, or 10 percentage points of the growth in total service revenue. Cost of Sales The gross margin on product revenue of 54% for the first quarter of 1995 declined one percentage point from the gross margin on product revenue achieved in the corresponding 1994 period. This was due primarily to a shift in product mix to the lower end of the Company's product line, which carries lower margins, during the 1995 period versus 1994, as well as lower gross margins on the new Continuum products. The gross margin on service revenue was 44% for the first quarter of 1995. This compares to the 47% service margin realized in the first quarter of 1994. This decline in the service margin percentage was primarily due to the higher proportion of professional services revenue, which earns a lower margin, in the 1995 period versus the same 1994 period. Other Operating Expenses Total operating expenses for the first quarter of 1995 increased 1% over the corresponding 1994 period. As a percentage of net revenues, operating expenses increased to 46% in the first quarter of 1995 from 44% in 1994's first quarter. Research and development expense in the first quarter of 1995 decreased 1% from the first quarter of 1994 as the Company continued to manage costs. As a percentage of net revenues, R&D expense increased one percentage point to 16% for the first quarter of 1995 compared to the same 1994 period. Stratus has a commitment to provide both hardware and software products to the critical online computing marketplace. Throughout 1995, the Company will enhance its new Continuum product line by integrating the latest PA-RISC microprocessor technology, and expanding its lower price point products. In addition, the Company is developing a new highly reliable hardware product line, based on its unique Isis software, that will provide guaranteed message delivery in a distributed computing environment. Also, the Company will continue the transition to open systems technology by increasing the functionality of FTX, its UNIX"System V Release 4 operating system, and integrating open architecture standards into its hardware platforms. For the first quarter of 1995, selling, general and administrative expenses increased 1% over the same 1994 period as the Company continued to focus on improving efficiencies. Total SG&A expenses were 30% of net revenues for the 1995 first quarter as compared with 28% for the same 1994 period. The Company's strategy in 1995 is to continue to focus the sales organization on strategic markets within vertical industries, as well as continue to improve selling efficiencies and focus on effective cost management. Other Income Other income for the first quarter of 1995 increased $1,561 over the same period in 1994. Interest income continued to increase in connection with the Company's increased cash balance and higher interest rates. Interest expense declined as part of the debt incurred for the acquisition of Isis Distributed Systems, Inc. in the fourth quarter of 1993 was paid. The effective tax rate increased to 20% in 1995's first quarter from 19% in 1994's first quarter due to reduced U.S. tax credits and a less favorable mix of foreign tax rates. Liquidity and Capital Resources At April 2, 1995, the Company had cash and cash equivalents of $213,922 which reflects a $16,088 decrease from the balance at the beginning of the year. The continued purchase of treasury stock, reductions of accounts payable and accrued liabilities and debt repayments were primary factors in the declining cash balance. These factors were partially offset by profitable operations and a decline in accounts receivable. The Company has a Multicurrency Revolving Credit Agreement providing up to $50 million of borrowings through March 1997. There have been no borrowings against this Agreement, and the Company anticipates no borrowings during the remainder of 1995. At April 2, 1995, the Company had $6,459 in outstanding debt related to the Isis acquisition. Certain subsidiaries have entered into credit arrangements with local banks, principally Overdraft Agreements, for the purpose of short-term liquidity management. Borrowings under these Agreements were $1,733 at April 2, 1995. The ratio of current assets to current liabilities for the Company as of April 2, 1995 was 4.1 to 1. Based upon its current cash position, and expected cash flow from operating activities supplemented by continued stock issuance from the Employee Stock Purchase Plan and stock option plans, management believes that the Company's capital resources are sufficient to meet its financial requirements for the foreseeable future. The Company plans to invest approximately $95 million in capital improvements and software technologies in 1995. UNIX is a registered trademark of UNIX System Laboratories, Inc. Stratus is a registered trademark of Stratus Computer, Inc. PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings, either outstanding or pending, with respect to the Company. Item 6. Exhibits and reports on Form 8-K No reports on Form 8-K have been filed during the first quarter ended April 2, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. 					STRATUS COMPUTER, INC. 					(Registrant) Date May 17, 1995 ROBERT E. DONAHUE - --------------------- --------------------------- 					Vice President, Finance and 					 Chief Financial Officer 					 hereunto duly authorized