SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 1998 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: 0-26844 RADISYS CORPORATION (Exact name of registrant as specified in its charter) Oregon 93-0945232 (State or other jurisdiction (I.R.S. Employer of organization or incorporation) Identification Number) 5445 NE Dawson Creek Drive Hillsboro, OR 97124 (Address of principal executive offices, including zip code) (503) 615-1100 (Registrant's 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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Number of shares of common stock outstanding as of November 8, 1998 was 7,837,204. RADISYS CORPORATION PART I. FINANCIAL INFORMATION Page No. Item 1. Consolidated Financial Statements Consolidated Balance Sheet - September 30, 1998 and December 31, 1997 3 Consolidated Statement of Operations - Three months ended September 30, 1998 and 1997, and nine months ended September 30, 1998 and 1997 4 Consolidated Statement of Changes In Shareholders' Equity - December 31, 1995 through September 30, 1998 5 Consolidated Statement of Cash Flows - Nine months ended September 30, 1998 and 1997 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 4. Legal Proceedings 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 RadiSys Corporation Consolidated Balance Sheet (in thousands, except share amounts) ASSETS September 30, December 31, 1998 1997 ------------ ------------ (unaudited) Current assets Cash and cash equivalents $ 35,093 $ 23,993 Accounts receivable 18,049 27,983 Other receivables 156 503 Inventories 16,751 22,830 Other current assets 1,375 1,910 Deferred income taxes 457 251 ------------ ------------ Total current assets 71,881 77,470 Equipment, net of accumulated depreciation of $9,982 and $8,265 12,274 12,174 Other assets 6,308 5,299 ------------ ------------ Total assets $ 90,463 $ 94,943 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 5,556 $ 10,840 Income taxes payable 925 1,558 Accrued wages and bonuses 1,449 2,893 Accrued sales discounts 706 1,211 Deferred revenue 1,132 1,234 Other accrued liabilities 969 712 Current portion of capital lease obligation 273 214 ------------ ------------ Total current liabilities 11,010 18,662 ------------ ------------ Obligations under capital lease 160 399 ------------ ------------ Total liabilities 11,170 19,061 ------------ ------------ Commitments and contingent liabilities Shareholders' equity Common stock, 50,000,000 shares authorized, 7,832,672 and 7,803,595 shares issued and outstanding 50,865 50,788 Cumulative translation adjustment (1,902) (1,177) Retained earnings 30,330 26,271 ------------ ------------ Total shareholders' equity 79,293 75,882 ------------ ------------ Total liabilities and shareholders' equity $ 90,463 $ 94,943 ============ ============ See accompanying notes to consolidated financial statements. 3 RadiSys Corporation Consolidated Statement of Operations (in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 1998 1997 1998 1997 ------------- ------------- ------------- ------------- Revenues $ 24,613 $ 31,594 $ 82,401 $ 89,220 Cost of sales 16,808 18,875 54,992 52,935 ------------- ------------- ------------- ------------- Gross Profit 7,805 12,719 27,409 36,285 Research and development 3,525 2,953 10,384 8,502 Selling, general and administrative 3,776 3,812 11,830 11,407 ------------- ------------- ------------- ------------- Income from operations 504 5,954 5,195 16,376 Interest income, net 422 238 1,028 772 ------------- ------------- ------------- ------------- Income before income tax provision 926 6,192 6,223 17,148 Income tax provision 315 2,167 2,164 6,001 ------------- ------------- ------------- ------------- Net income $ 611 $ 4,025 $ 4,059 $ 11,147 ============= ============= ============= ============= Net income per share (basic) $ 0.08 $ 0.52 $ 0.52 $ 1.46 ============= ============= ============= ============= Net income per share (diluted) $ 0.08 $ 0.49 $ 0.51 $ 1.37 ============= ============= ============= ============= See accompanying notes to consolidated financial statements. 4 RadiSys Corporation Consolidated Statement of Changes in Shareholders' Equity (in thousands, except share amounts) Common stock Cumulative ------------------------ translation Retained Shares Amount Warrants adjustment earnings Total ----------- ---------- ------------ ------------ ---------- --------- Balances, December 31, 1995 6,014,709 $ 33,627 $ $ (108) $ 1,300 $ 34,819 Shares issued pursuant to benefit plans 73,701 365 365 Tax effect of options exercised 569 569 Translation adjustment (221) (221) Stock issued for acquisition 1,300,000 10,500 10,500 Warrants issued for acquisition 1,200 1,200 Net income for the year 9,546 9,546 ----------- ---------- ------------ ------------ ---------- --------- Balances, December 31, 1996 7,388,410 45,061 1,200 (329) 10,846 56,778 Exercise of warrants 166,667 1,200 (1,200) Shares issued pursuant to benefit plans 165,018 1,605 1,605 Tax effect of options exercised 513 513 Translation adjustment (848) (848) Stock issued for acquisition 83,500 2,409 2,409 Net income for the year 15,425 15,425 ----------- ---------- ------------ ------------ ---------- --------- Balances, December 31, 1997 7,803,595 50,788 - (1,177) 26,271 75,882 Shares issued pursuant to benefit plans 149,077 1,879 1,879 Repurchase of common stock (120,000) (1,802) (1,802) Translation adjustment (725) (725) Net income for the period 4,059 4,059 ----------- ---------- ------------ ------------ ---------- --------- Balances, September 30, 1998 (unaudited) 7,832,672 $ 50,865 $ - $ (1,902) $ 30,330 $ 79,293 =========== ========== ============ ============ ========== ========= See accompanying notes to consolidated financial statements. 5 RadiSys Corporation Consolidated Statement of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, September 30, 1998 1997 ------------- ------------- Cash flows from operating activities: Net Income $ 4,059 $ 11,147 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 3,544 3,258 Deferred income taxes (206) 370 Net changes in current assets and current liabilities: Decrease (increase) in accounts receivable 9,934 (5,272) Decrease (increase) in other receivables 347 2,622 Decrease (increase) in inventories 6,079 (2,320) Decrease (increase) in other current assets 535 (1,070) Increase (decrease) in accounts payable (5,284) 10 Increase (decrease) in income taxes payable (633) 10 Increase (decrease) in accrued wages and bonuses (1,444) 62 Increase (decrease) in accrued sales discounts (505) (780) Increase (decrease) in deferred revenue (102) (617) Increase (decrease) in other accrued liabilities 257 (1,301) ------------- ------------- Net cash provided by (used for) operating activities 16,581 6,119 ------------- ------------- Cash flows from investing activities: Business acquisitions - (1,060) Capital expenditures (2,782) (3,502) Capitalized software production costs and other assets (1,871) (1,117) ------------- ------------- Net cash used for investing activities (4,653) (5,679) ------------- ------------- Cash flows from financing activities: Issuance of common stock, net 1,879 744 Repurchase of common stock (1,802) - Payments on notes payable - (2,532) Payments on capital lease obligation (180) (186) ------------- ------------- Net cash provided by (used for) financing activities (103) (1,974) ------------- ------------- Effect of exchange rate changes on cash (725) 325 ------------- ------------- Net increase (decrease) in cash and cash equivalents 11,100 (1,209) Cash and cash equivalents, beginning of period 23,993 24,626 ------------- ------------- Cash and cash equivalents, end of period $ 35,093 $ 23,417 ============= ============= See accompanying notes to consolidated financial statements. 6 RADISYS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share amounts) (unaudited) 1. Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and in the opinion of management include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of results for the interim periods. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1997. The results of operations for interim periods are not necessarily indicative of the results for the entire year. Reclassifications have been made to amounts in prior years to conform to current year presentation. These changes had no impact on previously reported results of operations or shareholders' equity. 2. Accounts Receivable Trade accounts receivable are net of an allowance for doubtful accounts of $582 and $663 at September 30, 1998 and December 31, 1997, respectively. The Company's customers are concentrated in the technology industry. 3. Inventories Inventories consist of the following: Sept 30, Dec 31, 1998 1997 --------- --------- Raw Materials $ 10,661 $ 15,388 Work in Process 1,227 1,844 Finished Goods 4,863 5,598 --------- --------- $ 16,751 $ 22,830 ========= ========= 7 4. Property and Equipment Property and equipment consists of the following: Sept 30, Dec 31, 1998 1997 --------- --------- Land $ 1,391 $ 1,387 Manufacturing Equipment 10,282 9,996 Office Equipment 7,906 7,255 Leasehold Improvements 2,677 1,801 --------- --------- 22,256 20,439 Less: Accum. Depr. 9,982 8,265 --------- --------- $ 12,274 $ 12,174 ========= ========= 5. Earnings Per Share Net income per share is based on the weighted average number of shares of common stock and common stock equivalents (stock options and warrants) outstanding during the periods, computed using the treasury stock method for stock options and warrants. Weighted average shares consist of the following: For the three For the nine months ended months ended Sept 30, Sept 30, Sept 30, Sept 30, 1998 1997 1998 1997 ------- ------- ------- ------- Weighted Average Shares (basic) 7,863 7,759 7,861 7,640 Effect of Dilutive Stock Options 76 538 143 508 ------- ------- ------- ------- Weighted Average Shares (diluted) 7,939 8,297 8,004 8,148 ------- ------- ------- ------- 6. Comprehensive Income In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 130, "Reporting Comprehensive Income." The Company has adopted the standard as of January 1, 1998. Total comprehensive income consists of the following: For the three For the nine months ended months ended Sept 30, Sept 30, Sept 30, Sept 30, 1998 1997 1998 1997 ------- ------- ------- ------- Net Income $ 611 $ 4,025 $ 4,059 $11,147 Translation Adjustment 16 434 (725) 325 ------- ------- ------- ------- Total Comprehensive Income $ 627 $ 4,459 $ 3,334 $11,472 ======= ======= ======= ======= Translation adjustment represents the Company's only Other Comprehensive Income item. Translation adjustment consists of unrealized gains/losses in accordance with SFAS No. 52, "Foreign Currency Translation". The Company has no intention of liquidating the assets of the foreign subsidiaries in the foreseeable future. 8 7. Derivative Instruments In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" (FAS 133). FAS 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999 (January 1, 2000 for the Company). FAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of FAS 133 will not have a significant effect on the Company's results of operations or its financial position. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Total revenue was $24.6 million for the three months ended September 30, 1998 compared to $31.6 million for the three months ended September 30, 1997, and $82.4 million for the nine months ended September 30, 1998 compared to $89.2 million for the nine months ended September 30, 1997. Net income was $0.6 million for the three months ended September 30, 1998 compared to $4.0 million for the three months ended September 30, 1997, and $4.1 million for the nine months ended September 30, 1998 compared to $11.1 million for the nine months ended September 30, 1997. Information contained in this Quarterly Report on Form 10-Q and statements that may be made in the future by the Company's management regarding future industry trends, the Company's expected revenues, earnings and anticipated gross margins, the Company's future development and introduction of products, and the Company's future liquidity, development, and business activities constitute forward looking statements that involve a number of risks and uncertainties. The following are among the factors that could cause actual results to differ materially from the forward looking statements: business conditions and growth in the electronics industry and general economies, both domestic and international, including conditions precipitated by the Asian economies; uncertainty of market development; dependence on a limited number of OEM customers; dependence on limited or sole source suppliers; dependence on the relationship with Intel Corporation ("Intel"); dependence on Intel's support of the embedded computer market; lower than expected customer orders or variations in customer order patterns due to changes in demand for customers' products and customer and channel inventory levels; competitive factors, including increased competition, new product offerings by competitors and price pressures; the availability of parts and components at reasonable prices; changes in product mix; dependence on proprietary technology; technological difficulties and resource constraints encountered in developing new products; and product shipment interruptions due to manufacturing difficulties. The forward looking statements contained in this MD&A regarding industry trends, product development and introductions, and liquidity and future business activities should be considered in light of these factors. 9 REVENUES Three Months Ended Nine Months Ended ------------------------------- ------------------------------- (in thousands except % amounts) (in thousands except % amounts) Sept 30, % Sept 30, Sept 30, % Sept 30, 1998 Change 1997 1998 Change 1997 -------- ------ -------- -------- ------ -------- Revenues $ 24,613 (22%) $ 31,594 $ 82,401 (8%) $ 89,220 The decrease in revenues for the three months ended September 30, 1998 compared to the three months ended September 30, 1997 was primarily caused by customers reducing orders precipitated by the effects of the global economic conditions in the electronics market. The decrease in revenues for the nine months ended September 30, 1998 compared to the nine months ended September 30, 1997 resulted primarily from the continued lower sales levels in the second and third quarters ended September 30, 1998. COST OF GOODS SOLD Three Months Ended Nine Months Ended ------------------------------- ------------------------------- (in thousands except % amounts) (in thousands except % amounts) Sept 30, % Sept 30, Sept 30, % Sept 30, 1998 Change 1997 1998 Change 1997 -------- ------ -------- -------- ------ -------- Cost of Goods Sold $ 16,808 (11%) $ 18,875 $ 54,992 4% $ 52,935 As a % of Revenues 68% 60% 67% 59% As a percentage of revenues, cost of goods sold increased for the three and nine months ended September 30, 1998 compared to the three and nine months ended September 30, 1997 primarily as a result of the product mix consisting of a larger portion of lower margin product relative to higher margin product shipped and higher manufacturing costs relative to revenue levels during the three and nine months ended September 30, 1997. RESEARCH AND DEVELOPMENT Three Months Ended Nine Months Ended ------------------------------- ------------------------------- (in thousands except % amounts) (in thousands except % amounts) Sept 30, Sept 30, Sept 30, Sept 30, 1998 1997 1998 1997 -------- -------- -------- -------- Research and Development $ 3,525 $ 2,953 $ 10,384 $ 8,502 As a % of Revenues 14% 9% 13% 10% The dollar increases in research and development expenses for the three and nine months ended September 30, 1998 compared to the three and nine months ended September 30, 1997, were primarily the result of increased investment in new product development and costs of enhancements to existing products. The Company continues to invest in new design wins for OEM customers and the dollar increases reflect increases in the number of employees working in research and development. Research and development increased as a percentage of revenues due to lower relative levels of revenue in 1998 compared to 1997. 10 SELLING, GENERAL AND ADMINISTRATIVE Three Months Ended Nine Months Ended ------------------------------- ------------------------------- (in thousands except % amounts) (in thousands except % amounts) Sept 30, Sept 30, Sept 30, Sept 30, 1998 1997 1998 1997 -------- -------- -------- -------- Selling, General & Admin. $ 3,776 $ 3,812 $ 11,830 $ 11,407 As a % of Revenues 15% 12% 14% 13% Selling, general and administrative expenses have decreased in dollar amount in the three months ended September 30, 1998 compared to the three months ended September 30, 1997, primarily as a result of management's efforts to control discretionary spending, despite supporting higher levels of design win activity. Selling, general and administrative expenses modestly increased in dollar amount for the nine months ended September 30, 1998 compared to the nine months ended September 30, 1997 primarily due to higher spending levels in the first and second quarter of 1998. Selling, general and administrative expenses increased as a percentage of revenue due to lower relative sales levels in 1998 compared to 1997. INTEREST INCOME, NET AND INCOME TAX PROVISION Three Months Ended Nine Months Ended ------------------------------- ------------------------------- (in thousands except % amounts) (in thousands except % amounts) Sept 30, % Sept 30, Sept 30, % Sept 30, 1998 Change 1997 1998 Change 1997 -------- ------ -------- -------- ------ -------- Interest Income, net $ 422 77% $ 238 $ 1,028 33% $ 772 Income Tax Provision $ 315 (85%) $ 2,167 $ 2,164 (64%) $ 6,001 Interest income, net includes interest income, interest expense, bank charges, capital asset losses and foreign currency transaction gains or losses. The increase in interest income, net for the three and nine months ended September 30, 1998 compared to the same periods in 1997 is the result of higher average cash balances invested. The percentage and dollar amount decrease in the income tax provision is attributable to decreased net income before taxes in 1998 and a decrease in the effective tax rate for the six months ended September 30, 1998. YEAR 2000 ISSUES The Company recognizes the importance to its operations of Year 2000 issues and is working to maintain the availability and integrity of its financial systems and the reliability of its operational systems. In that regard, the Company has already attempted to identify all internal information technology ("IT") and non-IT systems which may be affected by the Year 2000 issues, as well as, third party IT and non-IT systems that the Company relies upon and the third parties' Year 2000 readiness. Within the last two years the Company has evaluated and upgraded or replaced the software packages underlying the Company's financial systems, major manufacturing systems, internal and external communication systems, and desktop systems, as appropriate, to address Year 2000 readiness issues. The Company has also performed an in-depth analysis of all of its products. An analysis of each products' Year 2000 readiness is provided on the Company's webpage (http://www.radisys.com/). In addition, the Company has been in contact with all major external third party providers to assess their Year 2000 readiness; this includes third parties who provide financial, payroll, communications, component, and integration services to the Company. 11 Subsequent to performing the above steps, the Company has and will continue to make certain investments in its systems, applications and products to address Year 2000 issues. The Company believes that it has completed all of the basic analysis of its Year 2000 readiness, completed the majority of system upgrades and replacements it requires to be Year 2000 ready, and is now in the process of evaluating non-material and non-mission critical applications. The Company expects that it will continue to address Year 2000 readiness issues up to and including the Year 2000, and will react as appropriate to newly-identified issues. The Company is in the process of establishing contingency plans for material IT systems and third party providers that the Company relies upon. The total cost associated with required modifications to become Year 2000 compliant has not been and is not expected to be material to the Company's results of operations, liquidity and financial condition. The above statements contain certain risks and uncertainties. These risks and uncertainties could include the risk of unidentified bugs in the source code of prepackaged or custom software, misrepresentation by third party vendors, unidentified dependency upon a system that is not Year 2000 ready, unidentified non-IT systems, or misdiagnosed Year 2000 readiness in existing systems. Although the Company believes that its efforts described above have significantly reduced the risk that Year 2000 issues could significantly interrupt the Company's normal business operations or adversely affect the performance of the Company's products, due to general uncertainty inherent in the Year 2000 problem and in particular about the readiness of third parties, the Company is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on the Company's results of operations, liquidity or financial condition. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1998, the Company had $35.1 million in cash and cash equivalents, which represents the Company's principal source of liquidity. The Company had working capital of approximately $60.9 million. The Company maintains a $10.0 million line of credit with a bank which has been extended to October 1999. The Company has not drawn any funds under this line of credit. Net cash provided by operating activities for the nine months ended September 30, 1998 was $16.6 million as compared with $6.1 million for the nine months ended September 30, 1997 primarily as a result of an increase in depreciation and amortization, decreases in accounts receivable, inventories and other current assets, and increases in other accrued liabilities. These increases in cash flow were offset by decreases in net income and deferred income taxes, accounts payable, income taxes payable, accrued wages and bonuses and accrued sales discounts. Capital expenditures were $2.8 million for the nine months ended September 30, 1998 and $3.5 million for the nine months ended September 30, 1997. Capital expenditures for the nine months ended September 30, 1998 were primarily for the purchase of leasehold improvements and office furniture related to the Company's corporate headquarters and manufacturing equipment. The Company believes that existing cash and cash equivalents and cash from operations will be sufficient to fund its operations for at least the next 12 months. 12 PART II OTHER INFORMATION Item 4. Legal Proceedings In September 1998 the Company was named as a third party defendant in a third party complaint filed in Maricopa County Superior Court in Arizona entitled Interactive Flight Technologies, Inc. v. Avnet, Inc. v. Simple Technology Incorporated v. RadiSys Corporation et. al. (No. CV 98-10285). The complaint relates to an in-flight entertainment system designed by the Company that incorporated allegedly failure-prone disk drives manufactured and distributed by third parties. The lawsuit, initially commenced by Interactive Flight Technologies, Inc. ("Interactive"), the Company s customer, against Avnet, Inc. ("Avnet"), a distributor, involves several parties that participated in the manufacture, distribution, integration, sale and design of the disk drives for the entertainment system between September 1996 and April 1998. In the complaint, a third party defendant, Simple Technology Incorporated ("Simple"), an integrator that provided the disk drives under its name to Avnet and against which Avnet is seeking indemnity, claims that it is entitled to be indemnified by the Company under common law or equitable principles against any liability of Simple to Avnet, as well as costs, expenses and attorneys fees, or, alternatively, that the Company is obligated to contribute to any liability of Simple to Avnet to the extent that Avnet's damages are attributable to the Company's negligence. Interactive has alleged in the litigation that its damages include the purchase price for the disk drives of approximately $1.8 million , out-of-pocket expenditures expected to exceed $2.3 million and damage to Interactive's reputation and business, including damage to Interactive's relationship with two major air carriers. Avnet has answered by alleging, among other things, that its contract with Interactive contained a limitation of liability provision that precludes Avnet's liability for any indirect or consequential damages. Defense of this action has been tendered to the Company s insurance carrier, which the insurance carrier has accepted with reservation of rights. While the Company is in the process of investigating this matter, it believes it has meritorious defenses and that the resolution of this litigation will not have a material adverse effect on the financial condition, results of operations or business of the Company. Item 5. Other Information In accordance with amendments adopted on May 21, 1998 to Rule 14a-4 under the Securities Exchange Act of 1934, if notice of shareholder proposal to be raised at the annual meeting of shareholders is received at the principal executive offices of the Company after February 25, 1999, proxy voting on that proposal when and if raised a the 1999 annual meeting will be subject to the discretionary voting authority of the designated proxy holders. Any shareholder proposal to be considered for inclusion in proxy materials for the Company's 1999 annual meeting must be received at the principal executive offices of the Company no later than December 2, 1998. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RADISYS CORPORATION BRIAN V. TURNER ----------------------------------------- Date: November 9, 1998 Brian V. Turner Vice President of Finance and Administration and Chief Financial Officer (Authorized officer and Principal Financial Officer) 14 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 27 Financial Data Schedule