FORM 10-Q/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-15935 ALTRIS SOFTWARE, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 95-3634089 - --------------------------- --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9339 CARROLL PARK DRIVE, SAN DIEGO, CA 92121 -------------------------------------------- (Address of principal executive offices and zip code) (619) 625-3000 --------------------------------------------------- (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 reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Number of shares of Common Stock outstanding at July 31, 1997: 9,575,944 --------------- In March 1998, Altris Software, Inc. (the "Company") announced that it was conducting a review of its interim financial information and annual financial statements for 1996 and the interim information for the first three quarters of 1997 with a view to determining whether the revenue previously reported for such periods was recognized in accordance with generally accepted accounting principles. As a result of this review, the Company has restated such financial statements. This Amendment to the Company's Quarterly Report on Form 10-Q sets forth the restated financial statements of the Company for the three and six months ended June 30, 1997. Information in the Quarterly Report on Form 10-Q as originally filed was presented as of the date of such original filing or earlier, as indicated therein. Unless otherwise stated, such information has not been updated in this Amendment. In particular, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" as originally filed discussed the Company's financial condition and results of operations based on the financial statements in the Quarterly Report on Form 10-Q as originally filed, without consideration of the restatement reflected herein, and therefore no reliance should be placed thereon. Please refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 1 ALTRIS SOFTWARE, INC. PART I. FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEET (Restated) June 30, 1997 December 31, 1996 ------------- ----------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $6,696,000 $2,200,000 Short term investments - 90,000 Receivables, net 3,630,000 5,050,000 Inventory, net 411,000 472,000 Other current assets 814,000 683,000 ----------- ----------- Total current assets 11,551,000 8,495,000 Property and equipment, net 2,121,000 2,156,000 Computer software, net 2,676,000 2,252,000 Goodwill, net 4,341,000 4,972,000 Other assets 708,000 385,000 ----------- ----------- $21,397,000 $18,260,000 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $3,966,000 $2,487,000 Accrued liabilities 1,613,000 1,686,000 Notes payable 1,218,000 710,000 Deferred revenue 1,338,000 1,548,000 ----------- ----------- Total current liabilities 8,135,000 6,431,000 Long term notes payable 1,243,000 1,203,000 Other long term liabilities 256,000 763,000 Subordinated debt 2,415,000 - ----------- ----------- Total liabilities 12,049,000 8,397,000 ----------- ----------- Commitments Mandatorily, redeemable Preferred stock, $1,000 par value, 3,000 shares authorized; 3,000 shares issued and outstanding 2,686,000 - Shareholders' equity: Common stock, no par value, 20,000,000 shares authorized; 9,575,944 and 9,559,944 issued and outstanding, respectively 61,639,000 61,583,000 Common stock warrants 585,000 - Foreign currency translation adjustment 25,000 3,000 Accumulated deficit (55,587,000) (51,723,000) ----------- ----------- Total shareholders' equity 6,662,000 9,863,000 ----------- ----------- $21,397,000 $18,260,000 ----------- ----------- ----------- ----------- See accompanying notes to the consolidated financial statements. 2 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (Restated) For the three months For the six months ended June 30, ended June 30, --------------------------- ---------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues $ 4,754,000 $ 5,971,000 $ 8,739,000 $ 10,132,000 Cost of revenues 2,803,000 2,368,000 4,945,000 4,775,000 ----------- ----------- ----------- ------------ Gross profit 1,951,000 3,603,000 3,794,000 5,357,000 ----------- ----------- ----------- ------------ Operating expenses: Research and development 1,030,000 849,000 1,946,000 1,756,000 Marketing and sales 1,936,000 1,394,000 3,680,000 2,647,000 General and administrative 951,000 854,000 1,705,000 1,565,000 Write-off of certain offering costs 270,000 - 270,000 - ----------- ----------- ----------- ------------ Total operating expenses 4,187,000 3,097,000 7,601,000 5,968,000 ----------- ----------- ----------- ------------ (Loss) income from operations (2,236,000) 506,000 (3,807,000) (611,000) Interest and other income 30,000 20,000 52,000 46,000 Interest and other expense (58,000) (21,000) (109,000) (47,000) ----------- ----------- ----------- ------------ (Loss) income before income taxes (2,264,000) 505,000 (3,864,000) (612,000) Provision for income taxes - - - - ----------- ----------- ----------- ------------ Net (loss) income $(2,264,000) $505,000 $(3,864,000) $(612,000) ----------- ----------- ----------- ------------ ----------- ----------- ----------- ------------ Net (loss) income per share $(0.24) $.05 $(0.40) $(.07) ----------- ----------- ----------- ------------ ----------- ----------- ----------- ------------ Weighted average shares 9,574,000 9,594,000 9,570,000 8,848,000 outstanding See accompanying notes to the consolidated financial statements. 3 ALTRIS SOFTWARE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS ------------------------------------ (Unaudited) (Restated) For the six months ended June 30, --------------------------------- 1997 1996 ---- ---- Cash flow from operating activities: Net (loss) income $(3,864,000) $(612,000) Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 1,137,000 956,000 Changes in assets and liabilities: Receivables, net 1,420,000 (2,189,000) Inventory 61,000 9,000 Other assets 60,000 84,000 Accounts payable 1,479,000 (691,000) Accrued liabilities (73,000) (907,000) Deferred revenue (210,000) (124,000) Other long term liabilities (507,000) (171,000) ---------- ---------- Net cash used in operating activities (497,000) (3,645,000) ---------- ---------- Cash flows from investing activities: Sale of short term investment 85,000 180,000 Purchases of property and equipment (303,000) (764,000) Purchases of software (41,000) (15,000) Computer software capitalized (746,000) (466,000) ---------- ---------- Net cash used in investing activities (1,005,000) (1,065,000) ---------- ---------- Cash flows from financing activities: Principal payment under cash advanced by a bank related to former Optigraphics shareholder notes payable - (1,634,000) Repayments under notes payable (257,000) (78,000) Net borrowings under revolving loan and bank 805,000 - agreements Proceeds from exercise of stock options 56,000 699,000 Net proceeds from issuance of preferred stock 2,686,000 1,908,000 Net proceeds from issuance of subordinated debt and warrants 3,000,000 - Cash payments for debt issuance costs (314,000) - ---------- ---------- Net cash provided by financing activities 5,976,000 895,000 ---------- ---------- Effect of exchange rate changes on cash 22,000 60,000 ---------- ---------- Net increase (decrease) in cash and cash equivalents 4,496,000 (3,755,000) Cash and cash equivalents at beginning of period 2,200,000 4,656,000 ---------- ---------- Cash and cash equivalents at end of period $6,696,000 $ 901,000 ---------- ---------- Supplemental cash flow information: Interest paid $ 85,000 $ 37,000 ---------- ---------- ---------- ---------- Schedule of non-cash financing activities: Conversion of preferred stock and note payable to common stock $ - $5,003,000 ---------- ---------- ---------- ---------- See accompanying notes to the consolidated financial statements. 4 ALTRIS SOFTWARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying consolidated balance sheet of Altris Software, Inc. (the "Company") as of June 30, 1997 and the consolidated statement of operations and of cash flows for the three and six month periods ended June 30, 1997 and 1996 are unaudited. The consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles applicable to interim periods. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position, operating results and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The financial statements included herein have been restated from those previously published to reflect corrections of misapplications of the Company's for revenue recognition policies. The results for the three months and six months ended June 30, 1997 and 1996 have been amended to reflect changes in the timing and amount of revenue recognition for those contracts where subsequently discovered facts indicate that revenue had initially been recognized before: (a) there was persuasive evidence of an agreement between the Company and the customer; (b) the amount of the fee had become fixed; (c) there was sufficient evidence of the delivery of the product or services; (d) customer cancellation rights had expired; or (e) a reasonable estimate could be made of returns from those customers (primarily Value Added Resellers) having exchange rights. The reconciliation of previously reported results to restated results for the three and six months ended June 30, 1997 and 1996 are as follows: For the three months For the three months ended June 30, 1997 ended June 30, 1996 -------------------------------- ----------------------------------- (In thousands except per share data) Previously As Previously As Reported Adjustment Restated Reported Adjustment Restated ---------- ---------- --------- ---------- ---------- --------- Revenues $7,076 $(2,322) $4,754 $6,106 $(135) $5,971 Gross profit 4,396 (2,445) 1,951 3,973 (370) 3,603 Net income (loss) 1,354 (3,618) (2,264) 875 (370) 505 Net income (loss) per share .14 (.38) (.24) .09 (.04) .05 For the six months For the six months ended June 30, 1997 ended June 30, 1996 -------------------------------- ----------------------------------- (In thousands except per share data) Previously As Previously As Reported Adjustment Restated Reported Adjustment Restated ---------- ---------- --------- ---------- ---------- --------- Revenues $13,691 $(4,952) $8,739 $12,167 $(2,035) $10,132 Gross profit 8,140 (4,346) (3,794) 7,521 (2,164) 5,357 Net income (loss) 1,084 (4,948) (3,864) 1,552 (2,164) (612) Net income (loss) per share .11 (.51) (.40) .17 (.24) (.07) 5 NOTE 2 - NET INCOME (LOSS) PER SHARE Net income (loss) per share is computed on the basis of weighted average shares and common stock equivalent shares outstanding for each period presented, if dilutive. In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share," which establishes standards for computing and presenting earnings per share ("EPS"). SFAS No. 128 will be adopted by the Company as required for the interim period and fiscal year ending December 31, 1997. Upon adoption of SFAS No. 128, the Company will present basic EPS as well as diluted EPS in the period of adoption and restate all prior-period EPS data presented for comparative purposes. Basic EPS will be computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted EPS will be computed similar to basic EPS except that the weighted average number of shares of common stock outstanding will be increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. The pro forma EPS calculations based upon SFAS No. 128 are indicated below: For the three months For the six months ended June 30, ended June 30, ---------------------- ----------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- (Restated) BASIC EARNINGS PER COMMON SHARE Net (loss) income per share $ (.24) $ .06 $ (.40) $ (.07) ---------- --------- ---------- ---------- Weighted average shares 9,574,000 9,202,000 9,570,000 8,848,000 DILUTED EARNINGS PER COMMON SHARE Net (loss) income per share $ (.24) $ .05 $ (.40) $ (.07) ---------- --------- ---------- ---------- Weighted average shares 9,574,000 9,594,000 9,570,000 8,848,000 6 SIGNATURE 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 thereunto duly authorized. ALTRIS SOFTWARE, INC. By: /s/John W. Low ----------------------------------- John W. Low Chief Financial Officer Dated: May 19, 1998 ---------------------------------- 7