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, 1996 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, 1996 16,821,346
----------
No of Pages 12
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
PART 1. Financial Information
Item 1. Consolidated financial statements
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
---------- -----------
ASSETS (Unaudited) (Restated)
Current Assets: (Note 2)
<S> <C> <C>
Cash and cash equivalents .......................................... $ 15,497,000 $ 16,424,000
Investments (Note 3) ............................................... 1,500,000 1,000,000
Receivables, net (including unbilled
receivables of $2,126,000 at June 30, ........................... 1996
and $1,298,000 at September 30, 1995) ........................... 14,848,000 12,082,000
Inventories (Note 4) ............................................... 14,162,000 8,461,000
Deferred income taxes .............................................. 4,621,000 2,375,000
Prepaid expenses and other current assets .......................... 484,000 154,000
------------- -------------
Total Current Assets ............................................ 51,112,000 40,496,000
Property, plant and equipment, net ................................... 6,767,000 4,145,000
Goodwill, net ........................................................ 2,584,000 --
Investments (Note 3) ................................................. 498,000 1,989,000
Other assets ......................................................... 2,797,000 1,748,000
------------- -------------
TOTAL ..................................................... $ 63,758,000 $ 48,378,000
============= =============
LIABILITIES
Current Liabilities:
Note payable ....................................................... 85,000 270,000
Loan payable (Note 6) .............................................. -- 1,385,000
Accounts payable ................................................... 6,706,000 7,988,000
Accrued expenses and other current liabilities ..................... 5,385,000 5,473,000
Advance contract payments received ................................. 360,000 1,078,000
------------- -------------
Total Current Liabilities ..................................... 12,536,000 16,194,000
Other liabilities .................................................... 48,000 78,000
------------ -------------
Total Liabilities ............................................... 12,584,000 16,272,000
------------ -------------
STOCKHOLDERS' EQUITY
Common stock, authorized 30,000,000 shares, $.01 par value; issued and
outstanding 16,792,000 shares at June 30, 1996 and
15,175,000 shares at September 30, 1995 ........................... 167,000 152,000
Additional paid-in capital ........................................... 117,153,000 109,834,000
Accumulated deficit .................................................. (66,282,000) (78,023,000)
Cumulative translation adjustment .................................... 136,000 143,000
------------- -------------
Total Stockholders' Equity ...................................... 51,174,000 32,106,000
------------- -------------
TOTAL ......................................................... $ 63,758,000 $ 48,378,000
============ =============
</TABLE>
-2-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
June 30, June 30,
---------------------- -------------------------
Restated Restated
(Note 2) (Note 2)
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues ......................................................... $ 62,916,000 $ 45,529,000 $ 21,455,000 $ 17,361,000
Cost of revenues ................................................. 26,426,000 20,063,000 9,158,000 7,728,000
------------ ------------ ------------ ------------
Gross profit ..................................................... 36,490,000 25,466,000 12,297,000 9,633.000
Research and development costs ................................... 9,395,000 7,392,000 3,182,000 2,721,000
Selling, general and administrative expenses ..................... 15,515,000 11,939,000 5,434,000 4,173,000
Merger expense ................................................... 300,000 1,029,000 156,000 589,000
Interest income, net ............................................. (682,000) (85,000) (204,000) (42,000)
------------ ------------ ------------ ------------
Income before provision for income taxes ......................... 11,962,000 20,275,000 3,729,000 2,192,000
Income tax provision (benefit) ................................... 221,000 (823,000) (121,000) (1,244,000)
------------ ------------ ------------ ------------
Net income ....................................................... $ 11,741,000 $ 6,014,000 $ 3,850,000 $ 948,000
============ ============ ============ ============
Net income per common share:
Primary ........................................... $ .66 $ .39 $ .22 $ .06
============ ============ ============ ============
Fully diluted ..................................... $ .66 $ .38 $ .22 $ .06
============ ============ ============ ============
</TABLE>
-3-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------------------------------
1996 1995
------------ ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net ............................................................... $ 11,741,000 $ 6,014,000
income
Adjustments to reconcile net income to net cash from operating
activities:
Deferred income taxes.............................................. (41,000) (1,212,000)
Depreciation and amortization ..................................... 1,544,000 1,079,000
Issuance of common stock - defined contribution stock
ownership and deferred compensation .......................... -- 60,000
plan
Provision for doubtful receivables ................................ -- 20,000
Issuance of warrants for professional services rendered ........... -- 19,000
Other ............................................................. (15,000) 66,000
Changes in assets & liabilities:
Receivables (2,701,000) (3,069,000)
Inventories (5,528,000) (3,014,000)
Prepaids & other current assets .......................... (324,000) 41,000
Other assets.............................................. (1,582,000) (430,000)
Accounts payable.......................................... (1,409,000) 2,147,000
Accrued expenses.......................................... (92,000) 447,000
Advanced contract payments received ...................... (718,000) (929,000)
Other liabilities.......................................... (34,000) (1,000)
------------ ------------
Net cash provided by operating activities ......................... 841,000 1,238,000
------------ ------------
INVESTING ACTIVITIES:
Additions to plant & equipment .................................... (3,448,000) (1,385,000)
Purchase of investments............................................ -- (993,000)
Proceeds from the maturities investments .......................... 1,000,000 591,000
------------ ------------
Net cash used in investing activities ............................. (2,448,000) (1,787,000)
------------ ------------
FINANCING ACTIVITIES:
Issuance of Common Stock and warrants - private
equity placement (less offering costs) ........................ -- 7,821,000
Issuance of Common Stock in connection with the exercise of
stock options and warrants......................................... 2,452,000 744,000
Notes payable - other.............................................. (1,765,000) 703,000
Proceeds from bank loan........................................... -- 500,000
Payment of short-term debt & related accrued interest ............. -- (166,000)
------------ ------------
Net cash provided by financing activities ......................... 687,000 9,602,000
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS ....................................................... (7,000) 2,000
------------ ------------
NET ( DECREASE) INCREASE IN CASH ................................. (927,000) 9,055,000
CASH - BEGINNING OF YEAR .......................................... 16,424,000 1,790,000
------------ ------------
CASH - END OF YEAR ................................................ 15,497,000 10,845,000
============ ============
</TABLE>
-4-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) - Continued
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION:
<S> <C> <C>
Interest paid.......................................................... 122,000 114,000
========= =======
Taxes paid............................................................. 170,000 398,000
========= =======
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Notes payable and accrued interest satisfied by private offering of
common stock....................................................... -- 785,000
========= =======
Accounts payable satisfied by private offering of common stock .... -- 60,000
========= =======
Property and equipment acquired under capital leases..................... -- 9,000
========= =======
Issuance of common stock to acquire Northeast Robotics, Inc. ...... 2,676,000 --
========= =======
Deferred tax asset relating to tax benefit from exercise of stock
options 2,205,000 --
========= =======
</TABLE>
-5-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Financial Statements
The condensed consolidated balance sheet as of June 30, 1996, the condensed
consolidated statements of operations for the three and nine month periods ended
June 30, 1996 and 1995 and the condensed consolidated statements of cash flows
for the nine month periods ended June 30, 1996 and 1995 have been prepared by
the Company, without audit. 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, 1996 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
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's September 30,
1995 Form 10-K. The results of operations for the period ended June 30, 1996 are
not necessarily indicative of the operating results for the full year.
2. Acquisitions
On September 20, 1995, the Company acquired the outstanding shares of Acuity
Imaging, Inc. ("Acuity") for approximately 1,448,000 shares of the Company's
common stock, having a market value at the date of the merger of approximately
$31,141,000. Acuity is a developer, manufacturer and seller of machine vision
systems. Outstanding Acuity stock options were converted into options to
purchase approximately 114,000 shares of the Company's common stock.
On October 23, 1995, the Company acquired the outstanding shares of
International Data Matrix, Inc. ("IDM") for approximately 370,000 shares of the
Company's common stock, having a market value at the date of the merger of
approximately $8,183,000. IDM is a developer, manufacturer and seller of
high-density bar code reading products.
Both acquisitions were accounted for as poolings of interests and accordingly,
the consolidated financial statements have been retroactively restated to
include the accounts of Acuity and IDM for all periods presented. The following
is a reconciliation of certain restated amounts with amounts previously
reported:
Three Months Nine Months
Ended Ended
June 30,1995 June 30,1995
------------- ------------
Revenues:
As previously reported ............. $ 12,828,000 $ 29,428,000
Effect of Acuity and IDM poolings of
interests ...................... 4,533,000 16,101,000
------------ ------------
As restated ........................ $ 17,361,000 $ 45,529,000
========== ============
Net Income:
As previously reported ............. $ 1,801,000 $ 7,083,000
Effect of Acuity and IDM poolings of
interests ..................... (853,000) (1,069,000)
------------ ------------
As restated ........................ $ 948,000 $ 6,014,000
========== ============
Net income per common share:
Primary:
As previously reported ............. $ 0.13 $ 0.52
Effect of Acuity and IDM poolings of
interests ...................... (0.07) (0.13)
----------- ------------
As restated ........................ $ 0.06 $ 0.39
============ ============
-6-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) - Continued
Three Month Nine Months
Ended Ended
June 30, 1995 June 30,1995
------------- ------------
Fully diluted:
As previously reported ............. $ 0.13 $ 0.50
Effect of Acuity and IDM poolings of
interests (0.07) (0.12)
----- -----
As restated ........................ $ 0.06 $ 0.38
===== =====
On May 30, 1996, RVSI consummated a merger with Northeast Robotics, Inc.
("NER"), a privately owned company located in New Boston, New Hampshire,
pursuant to which NER became a wholly owned subsidiary of RVSI (the "NER
merger"). NER markets a line of patented illumination products to perform
reliably in difficult imaging applications involving highly reflective or uneven
surfaces. As a consequence of the NER merger, RVSI issued 139,037 shares of its
common stock (which had a market value of approximately $2,676,000 on the date
the NER merger was consummated) to the shareholders of NER in exchange for all
of the outstanding shares of NER common stock. The NER merger has been accounted
for as a purchase and accordingly the results of NER's operations have been
included in the consolidated operating results as of the date of acquisition.
The excess of cost over the estimated fair value of net assets acquired
approximated $2.6 million.
3. Investments
At June 30, 1996 and September 30, 1995, investments consisted of certain debt
securities issued by the United States government with maturities through
November 1997.
4. Inventories
Inventories at June 30, 1996 and September 30, 1995 consisted of the following:
June 30, 1996 September 30, 1995
------------- ------------------
Raw Materials $ 5,117,000 $2,413,000
Work-in-Process 8,429,000 5,515,000
Finished Goods 616,000 533,000
---------- ---------
Total $ 14,162,000 $8,461,000
========== =========
5. Income Taxes
The income tax provision (benefit) for the nine months ended June 30, 1996 and
1995 consisted of the following:
1996 1995
---- ----
Current provision $ 262,000 $ 389,000
Deferred provision 4,057,000 2,090,000
Adjustment of valuation
allowance (4,098,000) (3,302,000)
--------- ---------
Total $ 221,000 $ (823,000)
========= =========
The adjustments to the valuation allowance during the nine months ended June 30,
1996 and 1995 emanate from the profitable operations of RVSI and Acuity and the
extent to which the Company can substantiate projected future earnings from each
of its subsidiaries. The deferred tax assets as of June 30, 1996 and September
30, 1995 are equivalent to the benefit to be derived from net operating loss
carryforwards, tax credit carryforwards and net deductible temporary differences
which are expected to be utilized to offset future taxable income projected as
of those dates. The deferred tax assets as of June 30, 1996 and September 30,
1995 have been limited to the benefit to be derived from projected future income
from Acuity and IDM, primarily due to their limited history of earnings and
projected future profitability.
-7-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) - Continued
6. Loan Payable
The Company has a revolving line of credit from a bank that provides for maximum
borrowings of $6,000,000. The agreement expires on January 31, 1999. Borrowings
under the agreement are secured by all accounts receivable of the Company and
bear interest at the adjusted LIBOR rate, as defined, plus two percent per annum
on any unused portion of the credit facility. The terms of the agreement, among
other matters, require the Company to maintain certain tangible net worth, debt
to equity, working capital, and earnings before depreciation and amortization to
long-term debt ratios and restrict the payment of cash dividends. On June 30,
1996, the Company had zero borrowings under this facility.
7. Subsequent Event-Proposed Merger
On July 24, 1996, the Company and Computer Identics Corporation signed a
definitive merger agreement. Upon consummation of the merger, Computer Identics
will become a wholly-owned subsidiary of RVSI.
The merger terms contemplate that RVSI is to issue 0.1778052 shares of its
common stock for each Computer Identics share or approximately 1,927,000 shares
of RVSI's common stock in exchange for all of Computer Identics' outstanding
shares. In addition, Computer Identics' outstanding stock options are to be
exchanged for options upon RVSI's common stock in the same 0.1778052 to one
ratio. The exchange ratio is subject to limited adjustment based upon certain
changes in the market price of RVSI's common stock.
Consummation of the merger, which is intended to be completed as a tax-free
reorganization and to be accounted for as a pooling of interests, is subject to
conditions customary for transactions of this nature, including approval by the
Stockholders of Computer Identics.
Computer Identics designs, manufactures and services automatic data collection
products, networks, solutions and systems for factory data collection and
material handling/automation applications in manufacturing, warehousing and
distribution environments.
-8-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
Item 2. Management's discussion and analysis of financial condition and results
of operations.
Three and Nine Months Ended June 30, 1996 and 1995
Results of Operations
Revenues of $62,916,000 for the nine months ended June 30, 1996 represent an
increase of $17,387,000, or approximately 38%, in comparison to revenues of
$45,529,000 for the nine months ended June 30, 1995. For the three months ended
June 30, 1996 revenues of $21,455,000 represent an increase of $4,094,000, or
approximately 24%, over the comparable period in 1995. The increase in revenues
was a result of substantially increased shipments of the Company's LS-3000
Series semiconductor lead inspection systems.
Gross profit margins for the nine months ended June 30, 1996 and June 30, 1995
were 58% and 56%, respectively. The increase in gross profit margins during
fiscal 1996 was primarily due to the improved profitability of the LS-3000
Series product lines.
Continued development of the LS-3000 Series of lead scanning systems, the ID-1
aircraft wing ice detection systems, and computerized visual inspection
equipment primarily accounted for $3,182,000 and $9,395,000 in research and
development expense during the three and nine months ended June 30, 1996 as
contrasted with $2,721,000 and $7,392,000 during the comparable periods in
fiscal 1995. Certain software development costs are capitalized in accordance
with the provisions of Statement of Financial Accounting Standards No. 86. For
the three and nine months ended June 30, 1996, $966,000 and $1,439,000,
respectively, of these costs were capitalized as compared to $137,000 and
$411,000, respectively, for the comparable periods in fiscal 1995.
Selling, general and administrative costs increased by $1,261,000, or
approximately 30%, and $3,576,000, or approximately 30%, for the three and nine
months ended June 30, 1996 as compared to the prior comparable period, primarily
as a result of increased marketing and distribution costs. The Company incurred
$300,000 for merger expenses for the nine months ended June 30, 1996 relating to
the acquisition of I.D. Matrix by the Company on October 23, 1995 and Northeast
Robotics Inc., on May 30, 1996.
Net income for the nine months ended June 30, 1996 was $11,741,000, or $.66 per
share (fully diluted) as compared to net income of $6,014,000, or $.38 per share
(fully diluted) for the nine months ended June 30, 1995. Net income for the
three months ended June 30, 1996 was $3,850,000, or $.22 per share (fully
diluted) as compared to net income of $948,000, or $.06 per share (fully
diluted) for the three months ended June 30, 1995.
-9-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
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, 1996 utilized net cash and cash equivalents of $927,000 as
follows:
- Operating activities provided $841,000 during the nine months ended
June 30, 1996;
- $1,000,000 was generated from the maturity of short-term investments;
- $3,448,000 was used to purchase property and equipment, primarily
leasehold improvements and office furniture and equipment, during
the nine months ended June 30, 1996;
- $2,452,000 was generated through the issuance of common stock upon the
exercise of stock options and warrants;
- $1,765,000 was used to repay notes payable;
- The effect of exchange rate changes reduced cash and cash equivalents by
7,000.
On November 20, 1995, the Company obtained a revolving line of credit from a
bank that provides for maximum borrowings of $6,000,000. The agreement expires
on January 31, 1999. Borrowings under the agreement are secured by all accounts
receivable of the Company and bear interest at the adjusted LIBOR rate, as
defined, plus two percent. The Company is required to pay a commitment fee of
one quarter of one percent per annum on any unused portion of the credit
facility. The terms of the agreement, among other matters, require the Company
to maintain certain tangible net worth, debt to equity, working capital, and
earnings before depreciation and amortization to long-term debt ratios and
restrict the payment of cash dividends. Availability under this line of credit
was $6,000,000 at June 30, 1996.
The Company anticipates that its working capital needs for fiscal 1996 will be
satisfied by existing cash and cash equivalents, operating revenues and, if
necessary, through borrowings under an existing line of credit.
Foreign Currency Transactions
The Company does not currently engage in international currency hedging
transactions to mitigate its foreign currency exposure. To the extent the
Company is unable to match revenue received in foreign currencies with expenses
paid in the same currency, it is exposed to possible losses on international
currency transactions.
Recent Financial Accounting Standards Board Statements
Recent pronouncements of the Financial Accounting Standards Board, which are not
required to be adopted at this date, include Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting For the Impairment of Long-Lived Assets
to be Disposed Of' and SFAS No. 123, "Accounting for Stock Based Compensation."
These pronouncements are not expected to have a material impact on the Company's
financial statements.
Effect of Inflation
Management believes that during the nine months ended June 30, 1996 the effect
of inflation was not material.
-10-
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
Subsequent Event - Proposed Merger
On July 24, 1996, the Company and Computer Identics Corporation signed a
definitive merger Agreement. Upon consummation of the merger, Computer Identics
will become a wholly-owned subsidiary of RVSI.
The merger terms contemplate that RVSI is to issue 0.1778052 shares of its
common stock for each Computer Identics share or approximately 1,927,000 shares
of RVSI's common stock in exchange for all of Computer Identics' outstanding
shares. In addition, Computer Identics' outstanding stock options are to be
exchanged for options upon RVSI's common stock in the same 0.1778052 to one
ratio. The exchange ratio is subject to limited adjustment based upon certain
changes in the market price of RVSI's common stock.
Consummation of the merger, which is intended to be completed as a tax-free
reorganization and to be accounted for as a pooling of interests, is subject to
conditions customary for transactions of this nature, including approval by the
stockholders of Computer Identics.
Fluctuations in the Semiconductor Market
The semiconductor industry has been subject to significant market fluctuations
and periodic downturns, which often have a disproportionately negative effect on
both revenues and earnings of semiconductor capital equipment companies. The
future financial results of RVSI may, therefore, depend significantly on the
market demand for integrated circuit devices.
Part II. Other Information
Item 3. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Statement regarding computation of net
income per common share
(b) Exhibit 27 - Financial Data Schedule.
(c) During the quarter ended June 30, 1996, the Company
filed a current report on Form 8-K, Item 5, dated
6/5/96, to disclose its acquistion of Northeast
Robotics, Inc.
-11-
<PAGE>
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 14, 1996 /s/ PAT V. COSTA
______________________________ ----------------------------------
PAT V. COSTA
President and CEO
(Principal Executive Officer)
/s/ ROBERT H. WALKER
----------------------------------
ROBERT H. WALKER
Executive Vice President and Treasurer
(Principal Financial Officer)
ROBOTIC VISION SYSTEMS, INC. EXHIBIT 11
COMPUTATION OF PER SHARE AMOUNTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1995
--------------------- -------------------------
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
------------------------ -------------------------
<S> <C> <C> <C> <C>
$11,741,000 $11,741,000 $ 6,014,000 $ 6,014,000
=========== =========== =========== ===========
Weighted average number of common shares 16,129,000 16,129,000 13,390,000 13,390,000
Assumed number of shares issued from
common equivalent shares ........... 1,550,000 1,550,000 2,019,000 2,441,000
----------- ----------- ----------- -----------
Weighted average number of common and
common equivalent shares ........... 17,679,000 17,679,000 15,409,000 15,831,000
=========== =========== =========== ===========
Net income per share ................... $ 0.66 $ 0.66 $ 0.39 $ 0.38
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1995
------------------------ ------------------------
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
------------------------ ------------------------
<S> <C> <C> <C> <C>
Net income ............................. $ 3,850,000 $ 3,850,000 $ 948,000 $ 948,000
=========== =========== =========== ===========
Weighted average number of common shares 16,590,000 16,590,000 13,572,000 13,572,000
Assumed number of shares issued from
common equivalent shares ........... 1,055,000 1,064,000 2,225,000 2,492,000
----------- ---------- ----------- -----------
Weighted average number of common and
common equivalent shares ........... 17,645,000 17,654,000 15,797,000 16,064,000
=========== =========== =========== ===========
Net income per share ................... $ 0.22 $ 0.22 $ 0.06 $ 0.06
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 15,497
<SECURITIES> 1,998
<RECEIVABLES> 14,848
<ALLOWANCES> 0
<INVENTORY> 14,162
<CURRENT-ASSETS> 51,112
<PP&E> 6,767
<DEPRECIATION> 0
<TOTAL-ASSETS> 63,758
<CURRENT-LIABILITIES> 12,536
<BONDS> 0
0
0
<COMMON> 167
<OTHER-SE> 51,007
<TOTAL-LIABILITY-AND-EQUITY> 63,758
<SALES> 0
<TOTAL-REVENUES> 21,455
<CGS> 9,158
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,772
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,729
<INCOME-TAX> (121)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,850
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
