<PAGE>
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 Quarter Ended June 30, 1995 Commission File Number 0-8623
-------------- ------
ROBOTIC VISION SYSTEMS, INC.
----------------------------
(Exact name of Registrant as specified in charter)
DELAWARE 11-2400145
------------------------------- ---------------------
(State or other jurisdiction of IRS Employer
incorporation or organization) Identification Number
425 RABRO DRIVE EAST, HAUPPAUGE, NEW YORK 11788
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (516) 273-9700
--------------
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 twelve 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
as of August 7, 1995 13,129,703
----------
No of Pages 10
--
<PAGE>
ROBOTIC VISION SYSTEMS, INC.
CONDENSED BALANCE SHEETS
PART 1. FINANCIAL INFORMATION
Item 1. Financial statements
<TABLE>
<CAPTION>
June 30, September 30,
1995 1994
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,132,000 $ 1,568,000
Investments (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500,000 1,495,000
Receivables - net (including unbilled
receivables of $2,653,000 at June 30, 1995
and $702,000 at September 30, 1994) . . . . . . . . . . . . . . . . . . . . . . 7,304,000 3,412,000
Inventories (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,897,000 2,634,000
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,075,000 1,163,000
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . 93,000 134,000
----------- -----------
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,001,000 10,406,000
Plant and equipment-net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,320,000 1,923,000
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 -
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,323,000 1,159,000
Investments (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,897,000 1,500,000
----------- -----------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,841,000 $14,988,000
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,658,000 $ 2,717,000
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,961,000 2,243,000
Advance contract payments received . . . . . . . . . . . . . . . . . . . . . . . . 336,000 719,000
Notes payable (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 63,000
----------- -----------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,955,000 5,742,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209,000 210,000
----------- -----------
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,164,000 5,952,000
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, authorized 20,000,000
shares, $.01 par value; issued and outstanding
11,967,340 shares at June 30, 1995 and
11,583,602 shares at September 30, 1994. . . . . . . . . . . . . . . . . . . . . . . 120,000 116,000
Common stock subscribed (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . 9,466,000 -
Stock subscribtion receivable (Note 6) . . . . . . . . . . . . . . . . . . . . . . . (2,565,000) -
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,458,000 32,805,000
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,802,000) (23,885,000)
----------- -----------
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . 23,677,000 9,036,000
----------- -----------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,841,000 $14,988,000
----------- -----------
----------- -----------
</TABLE>
<PAGE>
-2-
ROBOTIC VISION SYSTEMS, INC.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
June 30, June 30,
-------------------------- --------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29,428,000 $18,085,000 $12,828,000 $6,295,000
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . 13,371,000 9,613,000 5,755,000 3,174,000
----------- ----------- ----------- ----------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . 16,057,000 8,472,000 7,073,000 3,121,000
Research and development costs . . . . . . . . . . . . . . . . . 3,952,000 2,586,000 1,563,000 788,000
Selling, general and administrative expenses . . . . . . . . . . 5,418,000 4,088,000 2,012,000 1,539,000
Merger expense . . . . . . . . . . . . . . . . . . . . . . . . . 589,000 - 526,000 -
Interest (income), net . . . . . . . . . . . . . . . . . . . . . (169,000) (6,000) (73,000) (4,000)
----------- ----------- ----------- ----------
Income before income tax benefit (provision) . . . . . . . . . . 6,267,000 1,804,000 3,045,000 798,000
Income tax benefit (provision) (Note 5). . . . . . . . . . . . . 816,000 779,000 (1,244,000) (314,000)
----------- ----------- ----------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,083,000 $ 2,583,000 $ 1,801,000 $ 484,000
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Net income per common share:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . $ .52 $ .20 $ .13 $ .04
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Fully diluted . . . . . . . . . . . . . . . . . . . . . . $ .50 $ .20 $ .13 $ .04
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
</TABLE>
<PAGE>
-3-
ROBOTIC VISION SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,083,000 $ 2,583,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,212,000) (868,000)
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . 633,000 415,000
Issuance of common stock - defined contribution
stock ownership and deferred compensation plan. . . . . . . . . . . . . . . 60,000 -
Provision for doubtful receivables . . . . . . . . . . . . . . . . . . . . . . 20,000 -
Issuance of warrants for professional services
rendered. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,000 -
Changes in assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,912,000) (1,735,000)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,263,000) (178,000)
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . 41,000 (46,000)
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (384,000) (214,000)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,941,000 (153,000)
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718,000 (155,000)
Advanced contract payments received . . . . . . . . . . . . . . . . . . . . (383,000) (655,000)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,000) (15,000)
----------- -----------
----------- -----------
Net cash provided by (used in) operating activities. . . . . . . . . . . . . . . . . 2,360,000 (1,021,000)
----------- -----------
----------- -----------
INVESTING ACTIVITIES:
Additions to property and equipment. . . . . . . . . . . . . . . . . . . . . (810,000) (881,000)
Proceeds from the maturity of investments. . . . . . . . . . . . . . . . . . 591,000 -
Purchase of investments. . . . . . . . . . . . . . . . . . . . . . . . . . . (993,000) (3,025,000)
----------- -----------
----------- -----------
Net cash used in investing activities. . . . . . . . . . . . . . . . . . . . . . . . (1,212,000) (3,906,000)
----------- -----------
----------- -----------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock in
connection with the exercise of stock options and
warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 578,000
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (63,000) 474,000
Proceeds-net of expenses related to issuance of
common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,901,000 4,349,000
----------- -----------
----------- -----------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . 7,416,000 4,823,000
----------- -----------
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . $ 8,564,000 $ (104,000)
----------- -----------
----------- -----------
</TABLE>
<PAGE>
-4-
ROBOTIC VISION SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED FINANCIAL STATEMENTS
The condensed balance sheet of Robotic Vision Systems, Inc. ("RVSI" or the
"Company") as of June 30, 1995, the condensed statements of operations for the
three and nine month periods ended June 30, 1995 and 1994 and the condensed
statements of cash flows for the nine month periods ended June 30, 1995 and 1994
have been prepared by the Company, without audit. The condensed balance sheet
as of September 30, 1994 was derived from the audited balance sheet included in
the Company's September 30, 1994 Annual Report on Form 10-K. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial condition, results of operations and
cash flows at June 30, 1995 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's September 30, 1994 Annual Report on Form 10-K.
The results of operations for the period ended June 30, 1995 are not necessarily
indicative of the operating results for the full year.
2. INVESTMENTS
At June 30, 1995 and September 30, 1994, investments consist primarily of U.S.
Treasury Notes and U.S. Treasury Bills.
3. INVENTORIES
As of June 30, 1995 and September 30, 1994 inventories consisted of the
following:
<TABLE>
<CAPTION>
June 30, 1995 September 30, 1994
------------- ------------------
<S> <C> <C>
Raw Materials $ 609,000 $ 356,000
Work-in-Process 4,288,000 2,278,000
---------- ----------
Total $4,897,000 $2,634,000
---------- ----------
---------- ----------
</TABLE>
4. NOTES PAYABLE
The Company had an agreement with a bank under which the Company may borrow up
to $1,500,000. Loans under this agreement bear interest at a rate of prime plus
one percent per annum and are secured by all the assets of the Company. The
amount outstanding under this credit facility was $-0- at June 30, 1995 and
$63,000 at September 30, 1994. The agreement expired on June 7, 1995, and the
Company is in discussion with a bank for increased borrowings under this
facility.
<PAGE>
-5-
ROBOTIC VISION SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
5. INCOME TAXES
The income tax benefit for the nine months ended June 30, 1995 and 1994
consisted of the following:
<TABLE>
<CAPTION>
1995 1994
---- -----
<S> <C> <C>
Current provision $ (396,000) $ (89,000)
Deferred provision (2,090,000) -
Adjustment of valuation allowance 3,302,000 868,000
------------ -----------
------------ -----------
Total $ 816,000 $ 779,000
------------ -----------
------------ -----------
</TABLE>
The adjustments to the valuation allowance during the nine months ended June 30,
1995 and 1994 emanate from the Company's profitable operations and the extent to
which the Company can substantiate projected future earnings. The deferred tax
assets as of June 30, 1995 and September 30, 1994 are equivalent to the benefit
to be derived from net operating loss carryforwards and other tax credits which
are expected to be utilized to offset future taxable income projected as of
those dates. The deferred tax assets as of June 30, 1995 and September 30, 1994
have been limited to the benefit to be derived from projected future income,
primarily due to the Company's limited history of earnings and its projected
future profitability currently being primarily dependent on one existing
product line.
6. STOCKHOLDERS' EQUITY
PRIVATE EQUITY PLACEMENT
On June 28, 1995, the Company entered into an agreement with a group of
investors. Under the agreement, the Company was to receive approximately $9.5
million, after expenses, in exchange for the issuance of 1,110,000 shares of the
Company's common stock. The Company also issued warrants exercisable through
June 2000 to purchase 68,300 shares of the Company's common stock at an exercise
price ranging from $8.75 to $9.00 per share. As of June 30, 1995, the Company
received net proceeds of approximately $6,901,000. The remainder of the funds
was received in July 1995.
7. PROPOSED MERGER
On April 27, 1995, the Company and Acuity Imaging, Inc. ("Acuity") signed a
definitive merger agreement. Upon consummation of the merger, Acuity will
become a wholly-owned subsidiary of RVSI.
The merger terms, as amended on July 11, 1995, contemplate that RVSI is to issue
0.766 of a share of its common stock for each Acuity share (the "Exchange
Ratio") or approximately 1.9 million shares of RVSI common stock in exchange for
all of Acuity's outstanding shares. In addition, Acuity's outstanding stock
options are to be exchanged for options upon RVSI's common stock in the same
0.766 to one ratio. If the price of the RVSI common stock averages more than
$14.50 or less than $10.00 per share during the 20 business days preceding the
consummation of the Merger, the number of shares of the RVSI common stock
issuable to the Acuity Stockholders would be proportionately adjusted. In no
event, however, will the Exchange Ratio be more than .925626 or less than
.555375.
Consummation of the merger, which is intended to be completed as a tax-free
reorganization and to be accounted for as a pooling of interest, is subject to
conditions customary for transactions of this nature, including approval by the
Stockholders of each of RVSI and Acuity.
<PAGE>
-6-
ROBOTIC VISION SYSTEMS, INC.
Item 2. Management's discussion and analysis of financial condition and
results of operations.
Three and Nine Months Ended June 30, 1995 and 1994
RESULTS OF OPERATIONS
Revenues of $29,428,000 for the nine months ended June 30, 1995 represent an
increase of $11,343,000, or 63%, in comparison to revenues of $18,085,000 for
the nine months ended June 30, 1994. For the three months ended June 30, 1995
revenues of $12,828,000 represent an increase of $6,533,000, or 104%, over the
comparable period in 1994. The increase in revenues was a result of
substantially increased shipments of the Company's LS-2000 and LS-3000 Series
semiconductor lead inspection systems.
Gross profit margins for the nine months ended June 30, 1995 and June 30, 1994
were 55% and 47%, respectively. The increase in gross profit margins was
primarily due to the improved profitability of the LS-2000 and LS-3000 Series
product lines.
Company-funded research and development expenditures for the nine and three
months ended June 30, 1995 increased by $1,366,000 and $755,000 over the
comparable levels in 1994. The increase is attributable to continued
development of the Company's lead scanning systems and, in addition, research
and development associated with the Company's aircraft wing ice detection
product. Certain software development costs are capitalized in accordance with
the provisions of Statement of Financial Accounting Standards No. 86. For the
nine months ended June 30, 1995, $411,000 of these costs was capitalized as
compared to $376,000 for the comparable 1994 period.
The Company's selling, general and administrative costs for the nine and three
months ended June 30, 1995 increased by $1,330,000, or approximately 33% and
$473,000, or 31% over the comparable level in 1994. The increase is primarily
as a result of increased marketing and distribution costs associated with the
lead scanning systems product line. The Company expended $589,000 for the nine
months ended June 30, 1995 for merger expenses relating to the proposed
acquisition of Acuity.
Net income for the nine months ended June 30, 1995 was $7,083,000, or $.50 per
share (fully diluted) as compared to net income of $2,583,000, or $.20 per share
for the nine months ended June 30, 1994. Net income for the three months ended
June 30, 1995 was $1,801,000, or $.13 per share as compared to net income of
$484,000, or $.04 per share for the three months ended June 30, 1994.
<PAGE>
-7-
ROBOTIC VISION SYSTEMS, INC.
Item 2. Management's discussion and analysis of financial condition and results
of operations - Continued
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating, investing, and financing activities for the nine months
ended June 30, 1995 provided net cash and cash equivalents of $8,564,000 as
follows:
- Operating activities provided $2,360,000 during the nine months ended
June 30, 1995;
- $993,000 was invested primarily in U.S. Treasury Notes;
- $591,000 was provided from the maturity of investments;
- $810,000 was used to purchase property and equipment, primarily
computer and demonstration equipment, during the nine months ended
June 30, 1995; and
- Financing activities provided $7,416,000 primarily through the
proceeds from the issuance of stock and warrants in a private equity
placement and through the proceeds from the issuance of stock upon the
exercise of stock options and warrants..
The Company anticipates that its working capital needs for fiscal 1995 will be
satisfied by operating revenues and existing cash and cash equivalent balances.
EFFECT OF INFLATION
Management believes that during the nine months ended June 30, 1995 the effect
of inflation was not material.
PROPOSED MERGER
On April 27, 1995, the Company and Acuity signed a definitive merger agreement.
Upon consummation of the merger, Acuity will become a wholly-owned subsidiary of
RVSI.
The merger terms, as amended on July 11, 1995, contemplate that RVSI is to issue
0.766 of a share of its common stock for each Acuity share or approximately 1.9
million shares of RVSI common stock in exchange for all of Acuity's outstanding
shares. In addition, Acuity's outstanding stock options are to be exchanged for
options upon RVSI's common stock in the same 0.766 to one ratio. If the price
of the RVSI common stock averages more than $14.50 or less than $10.00 per share
during the 20 business days preceding the consummation of the Merger, the number
of shares of the RVSI common stock issuable to the Acuity Stockholders would be
proportionately adjusted. In no event, however, will the Exchange Ratio be more
than .925626 or less than .555375.
Consummation of the merger, which is intended to be completed as a tax-free
reorganization and to be accounted for as a pooling of interest, is subject to
conditions customary for transactions of this nature, including approval by the
Stockholders of each of RVSI and Acuity.
<PAGE>
-8-
ROBOTIC VISION SYSTEMS, INC.
PART II. OTHER INFORMATION
Item 3. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Statement re computation of net income per common share
(b) During the quarter ended June 30, 1995, Registrant filed a report on
Form 8-K, dated July 11, 1995. In response to Item 5 thereof, Registrant
reported the consummation of a private sale of an aggregate of 1,110,000 shares
of its Common Stock, $.01 par value, at a price of $9.00 per share to 30
persons, all of whom were "accredited investors", as such term is defined in
Rule 501, promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), from which Registrant derived gross proceeds of $9,990,000.
<PAGE>
-9-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBOTIC VISION SYSTEMS, INC.
----------------------------
Registrant
Dated: August 10, 1995 /s/ PAT V. COSTA
----------------------------
PAT V. COSTA
President and CEO
(Principal Executive Officer )
Dated: August 10, 1995 /s/ ROBERT H. WALKER
----------------------------
ROBERT H. WALKER
Executive Vice President and Treasurer
(Principal Financial Officer)
<PAGE>
EXHIBIT 11
ROBOTIC VISION SYSTEMS, INC.
COMPUTATION OF PER SHARE AMOUNTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1994
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $ 7,083,000 $ 7,083,000 $ 2,583,000 $ 2,583,000
Income related to the assumed
purchase of U.S. government
securities (net of income taxes) - - 23,000 23,000
----------- ----------- ----------- -----------
Adjusted net income $ 7,083,000 $ 7,083,000 $ 2,606,000 $ 2,606,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average number of
common shares 11,679,000 11,679,000 10,754,000 10,754,000
Assumed number of shares issued
from common share equivalents 2,045,000 2,396,000 2,231,000 2,267,000
----------- ----------- ----------- -----------
Weighted average number of common
and common equivalent shares 13,724,000 14,075,000 12,985,000 13,021,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net Income per share $ 0.52 $ 0.50 $ 0.20 $ 0.20
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1994
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $ 1,801,000 $ 1,801,000 $ 484,000 $ 484,000
Income related to the assumed
purchase of U.S. government
securities (net of income taxes) - - 8,000 8,000
----------- ----------- ----------- -----------
Adjusted net income $ 1,801,000 $ 1,801,000 $ 492,000 $ 492,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average number of
common shares 11,772,000 11,772,000 11,458,000 11,458,000
Assumed number of shares issued
from common share equivalents 2,220,000 2,447,000 2,266,000 2,267,000
----------- ----------- ----------- -----------
Weighted average number of
common and common equivalent shares 13,992,000 14,219,000 13,724,000 13,725,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net Income per share $ 0.13 $ 0.13 $ 0.04 $ 0.04
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 10,132
<SECURITIES> 3,397
<RECEIVABLES> 7,489
<ALLOWANCES> 124
<INVENTORY> 4,897
<CURRENT-ASSETS> 26,001
<PP&E> 3,972
<DEPRECIATION> 1,652
<TOTAL-ASSETS> 31,841
<CURRENT-LIABILITIES> 7,955
<BONDS> 0
<COMMON> 119
0
0
<OTHER-SE> 28,558
<TOTAL-LIABILITY-AND-EQUITY> 31,841
<SALES> 29,428
<TOTAL-REVENUES> 29,428
<CGS> 13,371
<TOTAL-COSTS> 13,371
<OTHER-EXPENSES> 9,959
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,267
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,083
<EPS-PRIMARY> .52
<EPS-DILUTED> .50
</TABLE>
