8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): October 31, 2006

Rimage Corporation

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

000-00619	41-1577970
(Commission File Number)	(I.R.S. Employer Identification No.)

7725 Washington Avenue South Minneapolis, MN	55439
(Address Of Principal Executive Offices)	(Zip Code)

(952) 944-8144

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items under Sections 1 and 3 through 8 are not applicable and therefore omitted.

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The Company hereby furnishes a press release, issued on October 31, 2006, disclosing material non-public information regarding its results of operations for the quarter ended September 30, 2006 and hereby furnishes statements of its Chief Executive Officer and Chief Financial Officer made on October 31, 2006 at a telephone conference relating to the quarter ended September 30, 2006 results.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press Release issued on October 31, 2006.
99.2	Statements of Bernard P. Aldrich, Chief Executive Officer, and Robert M. Wolf, Chief Financial Officer, at a telephone conference held on October 31, 2006.

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.

RIMAGE CORPORATION
By:	/s/ Robert M. Wolf
	Robert M. Wolf Chief Financial Officer

Date: November 1, 2006

EX-99.1

Exhibit 99.1

Rimage Corporation Reports Record Third Quarter Earnings

Minneapolis, MN—October 31, 2006—Rimage Corporation (Nasdaq: RIMG) today reported strong operating results for the third quarter of 2006 ended September 30.

§ Sales totaled $24.8 million, compared to $27.9 million in last year’s third quarter, which benefited from a retail order of approximately $6.0 million. Third quarter sales were at the high end of the previously reported guidance for this period.

§ Earnings came to a quarterly record of $4.4 million or $0.43 per diluted share, an increase of 9% from $4.1 million or $0.39 per diluted share in the year-earlier period. Earnings, which significantly exceeded Rimage’s third quarter guidance, included stock compensation expense of approximately $637,000. Earnings also were positively affected by higher than previously expected tax-exempt interest income and a reduction in a prior year’s tax reserve. Due primarily to these items, the effective tax rate for the third quarter of 2006 declined to 32% from 36% in the comparable period of 2005. The effective tax rate for full-year 2006 is forecasted to return to a normalized level of 36% to 37%.

Bernard P. (Bernie) Aldrich, president and chief executive officer, commented: “Our third quarter operating results benefited from strong sales of our mission-critical Producer CD/DVD publishing systems for retail and medical imaging applications, as well as the introduction of our next-generation P3 Producer product line during the quarter. Reflecting these factors, Rimage’s gross margin increased to 49% from 46% in the second quarter and 48% in last year’s third quarter. In addition, total operating expenses declined significantly despite incurring costs related to the successful implementation of an SAP enterprise resource planning system for Rimage’s domestic operation. Implementation of the SAP system at our European operation will commence in the fourth quarter, with completion scheduled by the end of the first quarter of 2007.”

Aldrich continued: “We ended the third quarter with a backlog of approximately $2 million, which is scheduled for shipment in the fourth quarter of 2006 and first quarter of 2007. Looking ahead, we will continue to focus on significant opportunities in our targeted retail, medical imaging and business services markets, making us believe Rimage’s near and longer-term outlooks are very positive.”

Financial Highlights

Recurring revenues, including sales of printer ribbons and cartridges, parts, blank CD/DVD media and maintenance contracts, increased 15% in the third quarter of 2006 and accounted for 45% of sales, compared to 35% in the third quarter of 2005. The growth of consumable supplies has been generated by strategic efforts to capitalize upon the continued expansion of Rimage’s worldwide installed base of CD/DVD publishing systems.

International sales accounted for 29% of total sales in the third quarters of 2006 and 2005. Rimage is moving forward with efforts to strengthen its large European operation, which continued to generate the majority of the quarter’s international sales. Currency effects increased worldwide sales by 1% in the third quarter of 2006.

Rimage generated substantial operating cash flows in this year’s third quarter. Cash and investments rose to $73.3 million, from $69.6 million at the end of the second quarter and $64.5 million at the end of 2005. Stockholders’ equity increased to $90.5 million from $76.5 million at year-end 2005.

For the fourth quarter of 2006 ending December 31, Rimage is forecasting revenues of $23.0 to $25.0 million and earnings of $0.23 to $0.28 per diluted share, which includes estimated stock compensation expense of $400,000 to $500,000 on a pre-tax basis. Due to a change in product mix, gross margins on a portion of forecasted retail sales are expected to be somewhat below the third quarter level. In addition, fourth quarter operating expenses will reflect continued strengthening of Rimage’s sales and marketing organization in the form of additional key personnel.

About Rimage

Rimage Corporation is the world’s leading provider of CD and DVD publishing systems, which are used by businesses to produce discs with customized digital content on an on-demand basis. Rimage’s publishing systems, which span the range from high to low CD/DVD production volumes, integrate robotics, software and surface label printers into a complete publishing solution. Rimage is focusing its CD/DVD publishing solutions on a set of vertical markets with special needs for customized, on-demand digital information, including digital photography, medical imaging and financial institutions. Visit our web site at www.rimage.com.

Statements regarding Rimage’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: market conditions, competitive products, changes in technology, conditions in overseas markets that could affect international sales, and other factors set forth in Rimage’s filings with the Securities and Exchange Commission.

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RIMAGE CORPORATION

Selected Consolidated Financial Information

(In thousands except per share data)

(Unaudited)

Consolidated Statement of Operations Information:

	Three months ended September 30,		Nine months ended September 30,
	2006	2005	2006	2005
Revenues	$24,777	$27,962	$72,733	$71,144
Cost of Revenues	12,517	14,571	39,158	38,498
Gross Profit	12,260	13,391	33,575	32,646
Operating Expenses:
Research and Development	1,459	1,399	4,781	4,177
Selling, General and Administrative	5,032	5,937	16,115	15,083
Total Operating Expenses	6,491	7,336	20,896	19,260
Operating Income	5,769	6,055	12,679	13,386
Other Income, Net	739	360	1,997	895
Income Before Income Taxes	6,508	6,415	14,676	14,281
Income Tax Expense	2,067	2,330	5,217	5,217
Net Income	4,441	4,085	9,459	9,064
Net Income Per Basic Share	$.45	$.43	$.97	$.95
Net Income Per Diluted Share	$.43	$.39	$.92	$.88
Basic Weighted Average Shares Outstanding	9,854	9,553	9,783	9,507
Diluted Weighted Average Shares Outstanding	10,375	10,380	10,336	10,250

Consolidated Balance Sheet Information:

	Balance as of
	September 30, 2006	December 31, 2005
	(Unaudited)
Cash and Marketable Securities	$48,138	$64,471
Accounts Receivable	14,892	12,689
Inventories	6,496	6,621
Total Current Assets	71,988	86,444
Property and Equipment, Net	3,924	2,525
Marketable Securities – Non-Current	25,135	—
Total Assets	101,167	89,009
Current Liabilities	10,651	12,467
Long-Term Liabilities	12	13
Stockholders’ Equity	90,504	76,529

For additional information, contact:
Bernard P. (Bernie) Aldrich, CEO	Richard G. Cinquina
Robert M. Wolf, CFO	Equity Market Partners
Rimage Corporation	904/415-1415
952/944-8144

Conference Call and Replay

Rimage Corporation will review its third quarter operating results in a conference call at 4:30 PM Eastern today. Investors can listen to the conference call at www.rimage.com. Listeners should go to this web site at least 15 minutes before the scheduled start time to download and install any necessary audio software. A replay of the conference call will be available through November 7, by dialing 1-303-590-3000 and providing the 11073233 confirmation code.

EX-99.2

Exhibit 99.2

Remarks of Bernard P. Aldrich

Rimage Corporation 3rd Quarter/FYE 2006 Conference Call

October 31, 2006

§ Good afternoon and thank you for taking the time to participate in our third quarter earnings conference call.

§ Joining me today is Rob Wolf, our chief financial officer, who will review our recent operating results in some detail.

§ Also with us is Manny Almeida, our chief operating officer.

§ We will be pleased to take your questions at the conclusion of our opening remarks.

§ Since Regulation FD prohibits us from providing any forward-looking statements unless they are simultaneously released to the public, we have provided financial guidance for the fourth quarter of 2006 in this afternoon’s earnings release.

§ It is important to understand that this guidance is subject to a number of risks that could affect our anticipated performance.

§ These risks are set forth in our filings with the Securities and Exchange Commission, which we urge you to review.

§ Turning now to the subject of this conference call, Rimage reported strong operating results for the third quarter of 2006.

§ Sales totaled $24.8 million, which was at the high end of our previously reported guidance for this period.

§ This was down from $28 million in last year’s third quarter, which benefited from a retail order of approximately $6.0 million.

§ Third quarter earnings rose 9% to a quarterly record of $4.4 million or $0.43 per diluted share.

§ Our earnings, which significantly exceeded our third quarter guidance, included stock compensation expense of approximately $637,000.

§ Since Rob Wolf will review the specifics of our third quarter performance, I will only present a few general highlights at this time.

§ We recorded strong sales of our mission-critical Producer CD/DVD publishing systems for retail applications, including digital photography and video-on-demand.

§ Producer sales for medical imaging applications also were robust.

§ As a result, Rimage’s gross margin increased on both a quarterly sequential and year-over-year basis.

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§ Total operating expenses declined by nearly $850,000 from the year-earlier quarter.

§ This is all the more noteworthy since we incurred costs related to the successful cutover in early October to our new enterprise resource planning system for Rimage’s domestic operations.

§ We expect to invest more than $4 million in this initiative during 2006, of which approximately $2 million will be capitalized.

§ We will start implementing our new ERP system at our European operation in the fourth quarter, with the goal of achieving a cutover by the end of the first quarter 2007.

§ Finally, we benefited from a temporarily lower income tax rate in the third quarter, due primarily to higher than previously expected tax-exempt interest income and a reduction in the reserve for a prior year’s income taxes.

§ As I said earlier, Rob will delve deeper into each of these issues.

§ Now, I would like to discuss some of the key operating strategies that are driving Rimage’s profitable growth.

§ Some of you may be somewhat familiar with these strategies, but I think it’s a good idea to review them from time to time to help ensure that you fully understand how we are approaching our business and where we are heading.

§ First, and probably most importantly, we are focusing on mission-critical applications, where customers attach considerable value to our unique capabilities in on-demand CD/DVD publishing.

§ By mission-critical, we mean applications where our systems are absolutely central to the successful execution of the customer’s business model.

§ Among other things, this can mean disc production on a 24/7 basis, which requires extremely reliable and robust disc handling robotics.

§ It means network-ready software that ensures both consistent performance and unerring data integrity.

§ It means the production of medium to high volumes of discs, with any disc in a production run capable of containing customized content and labels.

§ And, it means disc labeling with complex, full color graphics.

§ These and other capabilities have enabled us to penetrate a number of high-growth applications.

§ Retail, involving the on-demand publishing of customized discs, containing photos, video, music and software.

§ Medical imaging in hospitals and clinics, where digital output is a highly cost-effective alternative to conventional film.

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§ And, business services, where our systems publish customer documents on discs instead of paper for financial and various business applications.

§ A second key strategy involves having our publishers designed and integrated into the workflows of OEM equipment.

§ This is a complex process that requires expertise in software integration.

§ It is not easy and it generally entails considerable lengths of time.

§ But, once the integration is completed, it results in a unique relationship, a true partnership, between Rimage and its customers.

§ A good example of this is the work we did with Fujifilm, when we were integrated into its digital photo processing labs for retail stores.

§ Our systems enable Fujifilm’s equipment to publish customers’ photo’s... either directly from a digital camera or from film...onto a CD with customized color labeling that incorporates thumbnails of each photo on the disc.

§ Similarly, we have been integrated into the workflows of GE Medical’s digital radiography systems.

§ In this case, we have enabled GE Medical to publish a patient’s scan on a disc instead of large, bulky and more expensive film.

§ Disc-based scans also provide physicians with data viewing capabilities that simply are not possible with conventional film.

§ In these and other cases, Rimage’s CD/DVD publishing systems function as the digital output solution for OEM equipment in high-growth applications.

§ A third operating strategy is based upon the fact that our markets are truly global in scope.

§ For example, the opportunities for our digital output solutions in Europe are at least as great as they are here in North America.

§ This is why we have established and are continuing to strengthen our Rimage Europe operation.

§ We also know that significant opportunities exist for our solutions in the developed economies of Asia.

§ As a result, we have opened and are expanding a Tokyo sales office in order to expand Rimage’s presence throughout the Pacific Rim.

§ Reflecting these initiatives, roughly one-third of our sales are now generated in overseas markets.

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§ We believe that number should be closer to 50%, and we are actively striving to attain that goal.

§ To help us expand our international presence, we have implemented a fourth strategy that focuses on providing customers around the world with global support and maintenance.

§ A multinational corporation with operations in Japan or Australia won’t buy our systems if they cannot be maintained efficiently and effectively.

§ Over the years, we have devoted substantial resources toward building a worldwide customer support and maintenance infrastructure.

§ As a result, a Rimage customer in Berlin, London or Tokyo can be assured the same level of support and maintenance services as a customer in Minneapolis, Boston and Los Angeles.

§ Leveraging the life cycle of our worldwide installed base through consumable supplies and maintenance contracts is a fifth, key operating strategy.

§ The mission-critical applications that we are pursuing offer significant potential for generating strong volumes of recurring sales in the form of consumables.

§ To capitalize on this opportunity, we sell our customers Rimage-branded kits that contain blank CD/DVD discs and replacement label printer ribbons and cartridges.

§ This offering makes it easy and convenient for customers to order the consumables that are needed to keep their systems operating efficiently.

§ Equally important, we provide quality media that have been designed to optimize the performance of our publishers and printers.

§ We know that poor quality discs are one of the main reasons for unreliable performance, and we address this issue through our consumables strategy.

§ Providing mission-critical solutions...becoming integrated into OEM workflows...penetrating global markets...providing unsurpassed worldwide support and maintenance...and offering consumable supplies are five strategies driving Rimage’s long-term success.

§ We will continue focusing our resources on these strategies in coming years, which makes us very optimistic about Rimage’s future.

§ Turning to the guidance contained in this afternoon’s release, we are forecasting earnings of $0.23 to $0.28 per diluted share on revenues of $23 to $25 million for the fourth quarter of 2006 ending December 31.

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§ This guidance incorporates several factors, including a $2 million backlog at the start of the fourth quarter that will ship during the fourth quarter of 2006 and the first quarter of 2007 and estimated stock compensation expense of $400,000 to $500,000 on a pre-tax basis.

§ Attaining fourth quarter guidance at this level would make 2006 another very successful year for Rimage.

§ Thank you. Now, Rob Wolf will review our third quarter results in some detail.

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Remarks of Robert M. Wolf

Rimage Corporation 3rd Quarter/FYE 2006 Conference Call

October 31, 2006

§ Thanks, Bernie

§ Since our top line growth has already been covered in some detail, I will run through only a few highlights about our third quarter sales.

§ Recurring revenues, including sales of printer ribbons and cartridges, parts, blank CD/DVD media and maintenance contracts, increased 15% in the third quarter of 2006 and accounted for 45% of sales, compared to 35% in the third quarter of 2005.

§ The growth of consumable supplies has been generated by strategic efforts to capitalize upon the continued expansion of Rimage’s worldwide installed base of CD/DVD publishing systems.

§ International sales accounted for 29% of total sales during the third quarters of 2006 and 2005.

§ We are moving forward with efforts to strengthen our large European operation, which continued to generate the majority of the quarter’s international sales.

§ Currency effects increased worldwide sales by 1% in the third quarter of 2006.

§ Reflecting strong sales of our Producer systems, in addition to the introduction of our next-generation P3 Producer product line, Rimage’s gross margin increased to 49% from 46% in the second quarter and 48% in last year’s third quarter.

§ Our gross margin in this year’s fourth quarter is expected to be in the 43% to 45% range due to a projected change in product mix related to a portion of the retail sales that we are forecasting for this period.

§ Moving down the P&L, total operating expenses dropped by nearly $850,000 from the year-earlier level, which included approximately $1.1 million of expense related to the strategic study that was conducted by an international consulting group.

§ However, total operating expenses were also down by more than $200,000 from this year’s second quarter, despite incurring costs associated with the cutover to our new ERP system.

§ Within total operating expenses, third quarter R&D expense came to $1.5 million, a level that has remained relatively constant on both a quarterly sequential and year-over-year basis.

§ As a percentage of sales, R&D expense was 6% in the third quarter, up from 5% in both this year’s second quarter and last year’s third quarter.

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§ Fourth quarter R&D expense is forecasted to remain at or near the third quarter level.

§ Selling, general and administrative expense, which included stock compensation expense as well as costs related to the implementation of our new ERP system, totaled $5.0 million in the third quarter, unchanged from this year’s second quarter but down by approximately $1.0 million from last year’s third quarter.

§ As a percentage of sales, SG&A remained unchanged at 20% in comparison to the second quarter level but was down from 21% in the third quarter of 2005.

§ We believe fourth quarter SG&A should increase by 5% to 10% over the third quarter level, due primarily to initiatives aimed at further strengthening our sales and marketing organization.

§ Now, a few word about taxes.

§ In the third quarter, we benefited from higher than previously expected tax-exempt interest income and a reduction in the reserve for a prior year’s income taxes.

§ Due primarily to these items, our effective tax rate for the third quarter of 2006 declined to 32% from 36% in last year’s third quarter.

§ Our effective tax rate for full-year 2006 is forecasted to return to a normalized level of 36% to 37%.

§ Turning now to our balance sheet, Rimage is continuing to generate significant cash flows from internal operations despite our high level of business investments.

§ Cash and investments totaled $73.3 million at the end of the third quarter, up from $69.6 million at the end of the second quarter and $64.5 million at year-end 2005.

§ Finally, stockholders’ equity rose to $90.5 million at the end of the third quarter, from $84.1 million at the end of the second quarter and $76.5 million at the end of 2005.

§ That wraps up our formal remarks, and now the conference call operator will poll you for any questions.

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