Securities and exchange commission


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED SEPTEMBER 27, 1998
COMMISSION FILE NUMBER 0-27038
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VISIONEER, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 94-3156479

(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER

INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
34800 CAMPUS DRIVE

FREMONT, CA 94555

(510) 608-0300

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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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 [ ].
The number of shares of the registrant's Common Stock, $0.001 par value,

outstanding as of October 31, 1998 was 19,818,300.
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VISIONEER, INC.
FORM 10-Q

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
INDEX

PAGE

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PART I. FINANCIAL INFORMATION


Item 1. Financial Statements

(a) Condensed Balance Sheets at September 30, 1998 and 3

December 31, 1997.......................................

(b) Condensed Statements of Operations for the three month 4

and nine month periods ended September 30, 1998 and

September 30, 1997......................................

(c) Condensed Statements of Cash Flows for the nine month 5

periods ended September 30, 1998 and September 30, 1997.....

(d) Notes to Condensed Financial Statements................. 6


Item 2. Management's Discussion and Analysis of Financial Condition 8

and Results of Operations...................................


PART II. OTHER INFORMATION


Item 1. Legal Proceedings........................................... 17



Item 2. Changes in Securities....................................... 17



Item 3. Defaults Upon Senior Securities............................. 17



Item 4. Submission of Matters to a Vote of Security Holders......... 17



Item 5. Other Information........................................... 17



Item 6. Exhibits and Reports on Form 8-K............................ 17

Signatures........................................................... 18
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VISIONEER, INC.
CONDENSED BALANCE SHEETS

(UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS

SEPTEMBER 30, DECEMBER 31,

1998 1997

------------- ------------
Current assets:

Cash and cash equivalents................................. $ 12,823 $ 11,423

Short-term investments.................................... 201 3,029

Accounts receivable, less allowances of $3,820 and

$5,315................................................. 11,559 12,295

Inventory................................................. 6,466 3,078

Prepaid expenses and other current assets................. 605 1,059

-------- --------

Total current assets.............................. 31,654 30,884

Property and equipment, net................................. 1,191 2,454

Other assets................................................ 65 212

-------- --------

$ 32,910 $ 33,550

======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Short-term bank borrowings................................ $ 7,372 $ 2,821

Accounts payable.......................................... 11,869 12,837

Other accrued liabilities................................. 4,360 6,837

-------- --------

Total current liabilities......................... 23,601 22,495

-------- --------

Long-term liability......................................... 91 125

-------- --------

Stockholders' equity:

Common stock, $0.001 par value; 50,000,000 shares

authorized; 19,816,425 and 19,563,854 shares issued and

outstanding............................................ 20 20

Additional paid-in-capital................................ 87,979 87,682

Deferred compensation relating to stock options........... (92) (150)

Notes receivable from stockholders........................ -- (44)

Accumulated deficit....................................... (78,689) (76,578)

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Total stockholders' equity........................ 9,218 10,930

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$ 32,910 $ 33,550

======== ========
The accompanying notes are an integral part of these financial statements.

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VISIONEER, INC.
CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

THREE MONTHS ENDED NINE MONTHS ENDED

SEPTEMBER 30, SEPTEMBER 30,

------------------ -------------------

1998 1997 1998 1997

------- ------- ------- --------
Net revenues....................................... $19,238 $17,477 $59,479 $ 37,958

Cost of revenues................................... 14,419 12,060 44,132 37,230

------- ------- ------- --------

Gross profit..................................... 4,819 5,417 15,347 728

------- ------- ------- --------

Operating expenses:

Research and development......................... 1,140 1,573 3,486 6,977

Selling, general and administrative.............. 4,323 4,745 14,209 18,093

------- ------- ------- --------

Total operating expenses................. 5,463 6,318 17,695 25,070

------- ------- ------- --------

Operating loss..................................... (644) (901) (2,348) (24,342)

Interest and other income, net..................... (40) 225 237 839

------- ------- ------- --------

Net loss......................................... $ (684) $ (676) $(2,111) $(23,503)

======= ======= ======= ========

Net loss per share: basic.......................... $ (0.03) $ (0.03) $ (0.11) $ (1.21)

======= ======= ======= ========

Net loss per share: diluted........................ $ (0.03) $ (0.03) $ (0.11) $ (1.21)

======= ======= ======= ========

Weighted average common shares and equivalents:

Basic and diluted................................ 19,776 19,405 19,689 19,359

======= ======= ======= ========
The accompanying notes are an integral part of these financial statements.

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VISIONEER, INC.
CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

NINE MONTHS ENDED

SEPTEMBER 30,

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1998 1997

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss.................................................... $(2,111) $(23,503)

Adjustments to reconcile net loss to net cash used in

operating activities:

Depreciation and amortization.......................... 1,444 1,883

Accounts receivable allowances......................... (1,495) 819

Other.................................................. 102 67

Changes in assets and liabilities:

Accounts receivable.................................. 2,231 (1,442)

Inventory............................................ (3,388) 1,590

Prepaid expenses and other current assets............ 454 (171)

Other assets......................................... 147 73

Accounts payable..................................... (968) 1,211

Other accrued liabilities and long term liability.... (2,511) 2,425

------- --------

Net cash used in operating activities....................... (6,095) (17,048)

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CASH FLOWS FROM INVESTING ACTIVITIES:

Net sales of short-term investments....................... 2,828 7,245

Capital expenditures for property and equipment........... (181) (534)

------- --------

Net cash provided by investing activities................... 2,647 6,711

------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Short-term bank borrowings, net........................... 4,551 --

Proceeds from issuance of common stock, net............... 297 739

------- --------

Net cash provided by financing activities................... 4,848 739

------- --------

Net increase (decrease) in cash and cash equivalents........ 1,400 (9,598)

Cash and cash equivalents at beginning of period............ 11,423 22,391

------- --------

Cash and cash equivalents at end of period.................. $12,823 $ 12,793

======= ========
The accompanying notes are an integral part of these financial statements.

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VISIONEER, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION:
The accompanying unaudited condensed financial statements of Visioneer,

Inc. (the "Company" or "Visioneer") have been prepared in accordance with

generally accepted accounting principles. In the opinion of management, these

interim condensed financial statements reflect all adjustments, consisting of

normal recurring adjustments necessary to present fairly the financial position,

results of operations, and cash flows at September 30, 1998, and for other

periods presented. Although the Company believes that the disclosures in these

financial statements are adequate to make the information presented not

misleading, certain information normally included in financial statements and

related footnotes prepared in accordance with generally accepted accounting

principles have been condensed or omitted pursuant to the rules and regulations

of the Securities and Exchange Commission. The accompanying 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 for the three and nine month periods ended September 30, 1998

are not necessarily indicative of the results that may be expected for the year

ending December 31, 1998, or any future period.
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 and

disclosure of contingent assets and liabilities on the date of the financial

statements and the reported amounts of revenue and expenses during the reporting

period. Actual results could differ from those estimates.
The Company's fiscal year ends on the Sunday closest to December 31.

Accordingly, fiscal 1998 will end January 3, 1999 and will contain 53 weeks,

fiscal 1997 ended December 28, 1997 and contained 52 weeks. The Company reports

quarterly results on thirteen-week quarterly periods, each ending on the Sunday

closest to month-end. For purposes of presentation, the Company has indicated

its accounting year as ending December 31 and its interim quarterly periods as

ending on the respective calendar month-end.
NOTE 2. BALANCE SHEET COMPONENTS:
Inventory consists of the following (in thousands):

SEPTEMBER 30, DECEMBER 31,

1998 1997

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Raw materials...................................... $ 677 $1,536

Work-in-process.................................... 357 329

Finished goods..................................... 5,432 1,213

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$6,466 $3,078

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NOTE 3. NET LOSS PER SHARE:
Net loss per share is calculated in accordance with the provisions of

Statement of Financial Accounting Standards No. 128 -- "Earnings per Share"

(SFAS No. 128), effective beginning in 1997. SFAS No. 128 requires the Company

to report both basic earnings per share, which is based on the weighted average

number of common shares outstanding, and diluted earnings per share, which is

based on the weighted average number of common shares outstanding and dilutive

potential common shares outstanding. Options to purchase 2,813,679 shares of

common stock at a weighted average price of $2.09 per share were outstanding at

September 30, 1998 but were not included in the computation of diluted EPS

because their impact was anti-dilutive. For the quarter ended September 30,

1997, options outstanding, aggregating 2,517,992 with a
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VISIONEER, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
weighted average exercise price of $3.95, were excluded from diluted earnings

per share calculations because they were also anti-dilutive in view of the

losses incurred by the Company.
NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS:
In September 1997, the Financial Accounting Standards Board issued two new

Statements of Financial Accounting Standards. SFAS No. 130, "Reporting

Comprehensive Income," establishes standards for reporting and display of

comprehensive income within a financial statement. This Statement requires the

Company to report additional information on comprehensive income to supplement

the reporting of income. SFAS No. 130 is effective for the year ending December

31, 1998. Comparative financial statements provided for earlier periods are

required to be reclassified so that comprehensive income is displayed in a

comparative format for all periods presented. SFAS No. 131, "Disclosures about

Segments of an Enterprise and Related Information," establishes standards for
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