TELEVIDEO SYSTEMS INC
10-Q, 1997-06-10
COMPUTER TERMINALS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                           ___________________________

                                    FORM 10-Q

[X]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

                For the quarterly period ended: April 30, 1997
                                                --------------
                                       OR

[  ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

            For the transition period from ____________ to____________

                         Commission file number: 0-11552
                                                 -------
 
                                 TeleVideo, Inc.
          ------------------------------------------------------------  
             (Exact name of registrant as specified in its charter)

           Delaware                                          94-2383795
- --------------------------------                --------------------------------
 (State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

                   2345 Harris Way, San Jose, California 95131
                   -------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:         (408) 954-8333
                                                    ----------------------------
                                            
                           ___________________________

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  outstanding of  registrant's  Common Stock, as of June 10,
1997 is: 45,404,745.
         ----------  


<PAGE>




                          PART I. FINANCIAL INFORMATION
                          -----------------------------


ITEM 1.  FINANCIAL STATEMENTS.

                                 TELEVIDEO, INC.
                                 ---------------

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   -------------------------------------------


1997 and 1996 Quarterly Data
- ----------------------------

         The condensed  consolidated  financial  statements included herein have
been  prepared by the  management of TeleVideo,  Inc. (the  "Company"),  without
audit,  pursuant to the rules and  regulations  of the  Securities  and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted,   pursuant  to  such  rules  and
regulations,  although the Company  believes the disclosures  which are made are
adequate  to  make  the  information  presented  not  misleading.  Further,  the
condensed   consolidated   financial  statements  reflect,  in  the  opinion  of
management,  all adjustments (which included only normal recurring  adjustments)
necessary to present fairly the financial  position and results of operations as
of and for the periods indicated.

         It is suggested that these condensed  consolidated financial statements
be read in  conjunction  with the  financial  statements  and the notes  thereto
included in the Company's  Report on Form 10-K for the fiscal year ended October
31, 1996.

         The results of  operations  for the  six-month  period  ended April 30,
1997,  are not  necessarily  indicative  of the results to be  expected  for the
entire fiscal year ending October 31, 1997.


            [The remainder of this page is intentionally left blank.]













                                       1

<PAGE>

                                 TELEVIDEO, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                           April 30,   Oct. 31,
                             ASSETS                                           1997        1996
                                                                           --------    --------
<S>                                                                        <C>         <C>   
CURRENT ASSETS:
    Cash and cash equivalents (including restricted cash of $2,000)        $  7,081    $  4,496
    Accounts receivable, less allowance of $937 in 1997 and $888 in 1996      3,316       4,394
    Receivables from related parties,
        net of allowance of $302 in 1997 and $391 in 1996                      --          --
    Inventories                                                               3,316       5,834
    Prepayments and other                                                       153          62
    Note receivable from sale of building                                      --         5,000
                                                                           --------    --------
              Total current assets                                           13,866      19,786
                                                                           --------    --------

PROPERTY, PLANT AND EQUIPMENT:
    Land                                                                        890         890
    Building                                                                  1,035       1,035
    Production equipment                                                        497       1,263
    Office furniture and equipment                                            1,140       1,753
    Building improvements                                                     1,105       1,105
                                                                           --------    --------
                                                                              4,667       6,046
    Less accumulated depreciation and amortization                            1,755       2,968
                                                                           --------    --------
              Property, plant and equipment, net                              2,912       3,078


INVESTMENTS IN AFFILIATES                                                     2,601         226
                                                                           --------    --------

              Total assets                                                 $ 19,379    $ 23,090
                                                                           ========    ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                       $    495    $  3,080
    Accrued liabilities                                                         755         855
    Income taxes                                                                611         611
                                                                           --------    --------
              Total current liabilities                                       1,861       4,546
                                                                           --------    --------


STOCKHOLDERS' EQUITY:
    Common stock, $.01 par value;
       Authorized--75,000,000 shares
       Outstanding--45,404,745 shares in 1997 and 45,402,245
          shares in 1996                                                        454         454
    Additional paid-in capital                                               95,635      95,634
    Accumulated deficit                                                     (78,571)    (77,544)
                                                                           --------    --------
              Total stockholders' equity                                     17,518      18,544
                                                                           --------    --------

              Total liabilities and stockholders' equity                   $ 19,379    $ 23,090
                                                                           ========    ========
</TABLE>

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

                                           2

<PAGE>


                                 TELEVIDEO, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED APRIL 30, 1997 AND APRIL 30, 1996
                    (In thousands, except per share amounts)



                                                           1997            1996
                                                       --------        --------
NET SALES                                              $  4,110        $  3,426

COST OF SALES                                             3,660           3,454
                                                       --------        --------


GROSS PROFIT                                                450             (28)

OPERATING EXPENSES:
    Sales and Marketing                                     487             532
Research and development                                    242             262
    General and administration                              326             333
                                                       --------        --------

              Total operating expenses                    1,055           1,127
                                                       --------        --------

              Loss from operations                         (605)         (1,155)

INTEREST INCOME, net                                        120             214

OTHER INCOME, net                                           (28)            896
                                                       --------        --------

              Net loss                                 $   (513)       $    (45)
                                                       ========        ========

Net loss per share                                     $  (0.01)       $  (0.00)
                                                       ========        ========

Average shares outstanding                               45,405          45,349
                                                       ========        ========




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










                                       3

<PAGE>


                                 TELEVIDEO, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE SIX MONTHS ENDED APRIL 30, 1997 AND APRIL 30, 1996
                    (In thousands, except per share amounts



                                                           1997            1996
                                                       --------        --------
NET SALES                                              $  8,574        $  8,625

COST OF SALES                                             7,518           7,958
                                                       --------        --------


GROSS PROFIT                                              1,056             667

OPERATING EXPENSES:
    Sales and Marketing                                   1,262           1,418
Research and development                                    428             632
    General and administration                              618             626
                                                       --------        --------

              Total operating expenses                    2,308           2,676
                                                       --------        --------

              Loss from operations                       (1,252)         (2,009)

INTEREST INCOME, net                                        276             337

OTHER INCOME, net                                           (50)          1,318
                                                       --------        --------

              Net loss                                 $ (1,026)       $   (354)
                                                       ========        ========

Net loss per share                                     $  (0.02)       $  (0.01)
                                                       ========        ========

Average shares outstanding                               45,405          45,260
                                                       ========        ========




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




                                       4

<PAGE>


                                 TELEVIDEO, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED APRIL 30, 1997 AND APRIL 30, 1996
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                         1997       1996
                                                                      -------    -------
<S>                                                                   <C>        <C>    
INCREASE (DECREASE) IN CASH:

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (Loss)                                                 $(1,026)   $  (354)

       Charges (credits) to operations not affecting cash:
          Depreciation and amortization                                   182        137
       Changes in operating assets and liabilities:
          Accounts receivable                                           1,078       (242)
          Inventories                                                   2,518      1,256
          Prepayments and other                                         4,909        127
          Accounts payable                                             (2,585)    (1,379)
          Accrued liabilities and royalties                              (101)      (148)
          Current and deferred income taxes                              --         --
                                                                      -------    -------
              Net cash provided by (used in) operating activities       4,975       (603)
                                                                      -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net retirements of (additions to) property, plant and equipment       (16)       (15)
    Investment in marketable securities                                  --           (1)
    Investments in affiliate                                           (2,375)      (120)
    Payments received on notes receivable from affiliate and other       --        1,349
                                                                      -------    -------
              Net cash provided by (used in) investing activities      (2,391)     1,213
                                                                      -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                                  1         64
                                                                      -------    -------
              Net cash provided by financing activities                     1         64
                                                                      -------    -------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        2,585        674

CASH AND CASH EQUIVALENTS AT THE BEGINNING
    OF THE YEAR                                                         4,496      5,145
                                                                      -------    -------

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR                      $ 7,081    $ 5,819
                                                                      =======    =======
</TABLE>



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










                                       5

<PAGE>

                                 TELEVIDEO, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 1997


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    ------------------------------------------

    Principles of Consolidation
    ---------------------------

    The condensed  consolidated financial statements include the accounts of the
    Company and certain of its majority owned subsidiaries, after elimination of
    intercompany  accounts and transactions.  The Company's investments in joint
    ventures in the Commonwealth of Independent  States, some of which represent
    a majority  interest in the joint venture,  are not  consolidated due to the
    lack of reliable financial information from the entity. Such investments are
    carried at cost.

    Translation
    -----------

    The Company applies Statement of Financial  Accounting  Standards No. 52 for
    purposes of translating foreign currency financial statements of its foreign
    subsidiaries. Translation gains and losses resulting from the translation of
    foreign  currency  financial  statements  are  deferred  and  classified  as
    adjustments to stockholders' equity.

    Use of Estimates
    ----------------

    In preparing  financial  statements in conformity  with  generally  accepted
    accounting  principles,   management  is  required  to  make  estimates  and
    assumptions  that affect the reported  amounts of assets and liabilities and
    the  disclosure  of  contingent  assets and  liabilities  at the date of the
    financial statements,  as well as revenues and expenses during the reporting
    period. Actual results could differ from those estimates.

    Cash and Cash Equivalents
    -------------------------

    The Company considers all highly liquid investments with original maturities
    of three months or less to be cash equivalents.  Approximately $2.0 million,
    invested  in short term  certificates  of  deposit,  are pledged as security
    under letter of credit agreements.

    Inventories
    -----------

    Inventories are stated at the lower of cost or market. Costs are computed on
    a currently  adjusted standard basis (which  approximates  average cost) for
    both finished goods and  work-in-process  and includes  material,  labor and
    manufacturing overhead costs. The cost of purchased parts is determined on a
    first-in,   first-out   basis.   Amounts  shown  are  net  of  reserves  for
    obsolescence of $434,000 and $663,000 in 1997 and 1996, respectively:

                                                 April 30,     Oct. 31,
                                                    1997         1996
                                                 ---------    ---------

          Purchased parts and subassemblies      $   1,647    $   4,040
          Work-in-process                              719          422
          Finished goods                               950        1,372
                                                 ---------    ---------

                                                 $   3,316    $   5,834
                                                 =========    =========

                                       6

<PAGE>

    Property, Plant and Equipment
    -----------------------------

    Depreciation  and  amortization are provided over the estimated useful lives
    of the assets using both straight-line and accelerated methods.

                  Building                             40 years
                  Production equipment                 1-10 years
                  Office furniture                     1-10 years


    Net Income (Loss) Per Share
    ---------------------------

    Net  income  (loss)  per share is based on the  weighted  average  number of
    shares of Common Stock outstanding during each period.


2.  ACQUISITIONS AND DIVESTITURES:
    ------------------------------

    AdMOS Technologies Inc.
    -----------------------

    During  fiscal  1991,  the  Company   acquired   through  its  wholly  owned
    subsidiary, Silicon Logic, Inc., a 20% equity interest in a chip engineering
    firm (AdMOS  Technologies Inc.) in exchange for certain assets and a nominal
    cash payment, the total value of which was $145,000. The acquisition of this
    interest had been  accounted  for on the cost method.  This  investment  was
    written  off in  fiscal  1992  due to the  continued  economic  difficulties
    experienced by AdMOS.

    In fiscal 1991 and 1992, the Company loaned AdMOS a total of $470,000, which
    has been partially  repaid.  The  outstanding  balance at April 30, 1997 was
    $104,000.  The repayment of a portion of this loan is personally  guaranteed
    by the President and controlling  shareholders of AdMOS. Due to the economic
    difficulties  AdMOS is currently  experiencing,  the  principal and interest
    balances due on this note have been fully reserved.

    In February 1995,  the Company  further loaned AdMOS $384,000 at an interest
    rate of 10% per annum.  Approximately  $204,000 was repaid to the Company in
    fiscal 1995 and fiscal 1996. In December 1996, the Company  received another
    $100,000 from AdMOS.  The Company has fully  reserved the unpaid  balance of
    $80,000 plus accrued interest as of April 30, 1997.

    TLK, Inc.
    ---------

    In November  1996,  the  Company  invested  $150,000  in exchange  for a 20%
    ownership in TLK, Inc. for the China Power Plant projects in Lin Zhang, Quin
    Yuan and Henan  Provinces in China.  The Company expects to have a return on
    investment within the next twelve months.

    Koram, Inc.
    -----------

    On  March  3,  1997,   the  Company   invested   $224,820   (equivalent   to
    KRW200,000,000)  in exchange for a 50% ownership in Koram,  Inc.  which will
    conduct food services in Seoul of Korea. The investment is carried at cost.

    Applied Photonics Technology, Inc.
    ----------------------------------

    On  April  16,  1997,  the  Company  entered  into a Common  Stock  Purchase
    Agreement with Applied Photonics Technology,  Inc., a California Corporation
    ("APT")  whereby the Company  purchased  30% of the Common  Stock of APT. In
    consideration  for the issuance of the APT stock,  the Company agreed to pay
    $3,000,000  to  APT:  $2,000,000  payable  on the  day of  closing  and  the
    remaining $1,000,000 payable 90 days after closing.

                                       7

<PAGE>
    Founded in October 1996, APT is a high-tech engineering firm specializing in
    the  development of electronics  display  technology.  The markets for APT's
    Outdoor  Media  Display  system  include the high end of the  billboard  and
    illuminated  sign  markets,  sports  stadiums  and  arenas,   transportation
    terminals,   volume  retailers  and  malls,  and  safety/public  information
    displays.

    The authorized  capital of APT consists of no shares of Preferred  Stock and
    20,000,000  shares of Common Stock, of which 5,593,800 shares are issued and
    outstanding.  Except for options  representing  an  aggregate  of  1,000,000
    shares  issuable  in the future in  consideration  of  contributions  by key
    employees and certain  consultants of APT,  TeleVideo  received Common Stock
    equal to 30% of all issued and outstanding  shares as of closing date, for a
    total of  1,678,140  shares.  The Company  funded the purchase of the Common
    Stock through the retirement of its Time Deposits.

    Russian Joint Ventures
    ----------------------

    In fiscal 1995,  1996 and 1997,  the Company  acquired  interests in various
    joint ventures,  primarily in the Commonwealth of Independent States.  These
    investments are accounted for on the cost method.

    Three H
    -------

    Three H Partners  (owned  equally by  TeleVideo  and a Russian  entity)  was
    formed in fiscal 1991 for the purpose of conducting  short term  commodities
    trading and the initial  investment  was $16,000.  In July 1996, the Company
    further invested $60,000 in the joint venture.

    TeleVideo-RUS
    -------------

    In January 1996,  TeleVideo set up a company called  "TeleVideo-RUS"  in the
    Commonwealth of Independent  States with an initial  investment of $150,000.
    The main  purpose of this company is to act as a liaison  between  TeleVideo
    and the  authorities  in the CIS.  One of the  projects  that the Company is
    anticipating will be the construction of truck terminals.

    Risks of Operations in the Commonwealth of Independent States
    -------------------------------------------------------------

    There are a number of risks involved in TeleVideo's participation in foreign
    joint ventures  located in the  Commonwealth  of Independent  States.  These
    risks include the ability to execute and enforce the agreements,  the future
    regulations  governing the repatriation of funds, the political and economic
    instability  and the  dependence  on future  events which can  influence the
    success or failure of the ventures and, thus, may affect the  recoverability
    of the amounts invested by TeleVideo.  Management of the Company is aware of
    the attendant risks relating to these ventures and continually  monitors the
    conditions in the CIS and the activities of the joint  ventures.  Management
    further  believes  the  investments  to be secure and thus no  reserves  are
    required  as of April 30,  1997.  However,  there can be no  assurance  that
    conditions  in  the  CIS  will  not  deteriorate  and  place  the  Company's
    investment in jeopardy.

    At the  indicated  dates  the  Company  had  the  following  investments  in
    affiliates and joint ventures: (in thousands)

                                                 April 30,     Oct. 31,
                                                   1997          1996
                                                 ---------    ---------

          TLK, Inc.                              $     150    $       -
          Koram, Inc.                                  225            -
          Applied Photonics Technology, Inc.         2,000            -
          Three H                                       76           76
          TeleVideo-RUS                                150          150
                                                 ---------    ---------

                                                 $   2,601    $     226
                                                 =========    =========
                                       8

<PAGE>

3.  LETTER OF CREDIT AGREEMENT:
    ---------------------------

    The Company has a letter of credit  agreement  with a bank  whereby the bank
    will issue up to $3.0 million of standby and sight  letters of credit.  This
    agreement is contingent upon the Company  maintaining  cash deposits of $2.0
    million  at the bank as  collateral.  These  funds  are held in three  month
    certificates of deposits and earn interest at the rate of approximately 5.2%
    per annum. At April 30, 1997, the Company had letters of credit  outstanding
    of approximately $1,529,769.


4.  INCOME TAXES:
    -------------

    The Company  adopted,  effective  November 1, 1993,  Statement  of Financial
    Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes," issued
    in February 1992. Under the liability method specified by SFAS 109, deferred
    tax assets and  liabilities are determined  based on the difference  between
    the financial  statement and tax bases of assets and liabilities as measured
    by the  enacted  tax rates  which will be in effect  when these  differences
    reverse.  Deferred  tax  expense is the result of  changes in  deferred  tax
    assets and liabilities. The change from the deferred method to the liability
    method  of  accounting  for  income  taxes  had no  material  impact  on the
    financial  position or results of  operations of the Company for the quarter
    ended April 30, 1997.

    As of April 30,  1997,  the only tax issues  pending  are the  Massachusetts
    State Tax audit and the California Franchise Tax exposure resulting from the
    previous  Federal Income Tax audits.  The Company believes that a resolution
    of one or both of these  audits  could  occur in fiscal 1997 and its maximum
    exposure,  collectively  will not exceed  $600,000.  The Company has accrued
    this full amount at April 30, 1997.


5.  LITIGATION AND OTHER:
    ---------------------

    The  Company  has been  named,  along  with  dozens of other  manufacturers,
    designers,  and  distributors  of computer  equipments,  as a  defendant  in
    several lawsuits  regarding product liability in connection with the alleged
    defective  design of computer  terminal  keyboards and the size of the video
    screens.  The first issue alleges that the various  plaintiffs have suffered
    some form of severe wrist injury from the use of said keyboards.  The second
    issue alleges that there was false  advertising in which the actual viewable
    size of the video screens were smaller than they were claimed. The Company's
    attorneys  have  prepared  a  defense  for  these  cases  and the  Company's
    insurance carriers are informed of the plaintiff's claims.

    On October 3, 1996, a complaint  was filed by Carol Levy in the Marin County
    Superior Court claiming that the advertising content of the "TeleVideo Model
    EX-16," a computer sound card which includes an amplifier,  was untrue. This
    case alleges that the Company advertised that the power output of the signal
    was 6 watts per  channel,  for a total of 12  watts,  but the  actual  power
    output to each speaker was less than 6 watts.

    On May 8, 1997,  Activision,  Inc.  filed suit  against  the  Company in the
    Superior Court of California (County of Los Angeles) alleging  deficiency in
    royalty payment of $112,500.

    The Company  intends to vigorously  defend against the  allegations of these
    suits.  Management believes that the ultimate outcome of these lawsuits will
    not have a material adverse effect on the Company's financial position.


                                       9

<PAGE>

6.  RELATED PARTY TRANSACTIONS:
    ---------------------------

    During 1997 and 1996 the Company has had transactions with its affiliates as
    follows (in thousands):
                                                     April 30,    Oct. 31,
                                                       1997         1996
                                                    ---------    ---------   
          Note receivable:          
              AdMOS  (1)                            $     104    $     104
              AdMOS  (1)                                   80          180

          Interest receivable:
              AdMOS  (1)                                   68           65
              AdMOS  (1)                                   50           42

          (1) Amounts are fully reserved.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

RESULTS OF OPERATIONS

         Net sales for the  second  quarter  of fiscal  1997 were  approximately
$4.11  million,  or an increase of  approximately  20.0% from the  approximately
$3.43 million in net sales  reported in the second  quarter of fiscal 1996.  The
increase in net sales was principally due to the increase in the sales volume of
multimedia  products from $607,500 in the second quarter of fiscal 1996 to $1.81
million  in the  second  quarter  of  fiscal  1997 but  partially  offset by the
decrease in sales of the terminal and OMTI board products. Net sales for the six
months ended April 30, 1997 of  approximately  $8.57 million were  approximately
0.6% below the same period of time a year ago which totaled  approximately $8.63
million.

         Cost of sales increased from approximately  $3.45 million in the second
quarter of fiscal 1996 to  approximately  $3.66 million in the second quarter of
fiscal 1997, and decreased as a percentage of sales from approximately 100.8% to
approximately  89.1% during the same period. The percentage  decrease in cost of
sales  and the  corresponding  increase  in gross  margins  in  fiscal  1997 (an
increase from  approximately  -0.8% to 10.9%) were  primarily the results of the
elimination  of those  unprofitable  product  lines, a strategy that the Company
expects to continue.

         Cost of sales were approximately $7.52 million for the six months ended
April 30, 1997, or 5.5% lower than the  approximately  $7.96 million reported in
the same period a year ago.  Cost of sales also  decreased  as a  percentage  of
sales from approximately  92.3% in fiscal 1996 to approximately  87.7% in fiscal
1997.
         Sales and  marketing  expenses  decreased as a percentage of sales from
approximately  15.5% in the second quarter of fiscal 1996 to 11.8% in the second
quarter of fiscal 1997, while actual sales and marketing expenses decreased from
$532,000 in the second  quarter of fiscal 1996 to $487,000 in the second quarter
of fiscal  1997,  a decrease of 8.5% from the prior year.  On a six month basis,
sales  and  marketing   expenses   decreased  as  a  percentage  of  sales  from
approximately  16.4% in  fiscal  1996 to  14.7% in  fiscal  1997,  while  actual
expenses  decreased  approximately  11.0%.  The decrease in sales and  marketing
expenses was due primarily to decreased expenditures resulting from the decrease
in  employee  staffing  levels.  The  number  of sales and  marketing  employees
decreased from 25 in fiscal 1996 to 18 in fiscal 1997, while actual compensation
expense  decreased  from $860,000 in the first six months of 1996 to $659,000 in
the first six months of fiscal 1997.

         Research and  development  expenses  decreased as a percentage of sales
from  approximately  7.6% in the second  quarter  of fiscal  1996 to 5.9% in the
second quarter of fiscal 1997,  while actual research and  development  expenses
decreased  from  $262,000  in  fiscal  1996  to  242,000  in  fiscal  1997  on a
comparative  quarter-to-quarter  basis,  a decrease of 7.6% from the fiscal 1996
levels. On a six month basis,  research and development  expenses decreased as a
percentage  of sales from  approximately  7.3% in fiscal  1996 to 5.0% in fiscal

                                       10

<PAGE>

1997,  while actual  expenses  decreased  approximately  32.3%.  The decrease in
percentage and actual research and development  expenses in fiscal 1997 compared
to the same period in the prior year was  primarily a result of the  decrease in
employee staffing levels from 10 in fiscal 1996 to 7 in fiscal 1997 while actual
compensation  expense  decreased from $454,000 in the first six months of fiscal
1996 to $260,000 in fiscal 1997 on a comparative period-to-period basis.

         General and administrative  expenses decreased as a percentage of sales
from  approximately  9.7% in the second  quarter  of fiscal  1996 to 7.9% in the
second quarter of fiscal 1997,  while actual  expenses  decreased  approximately
2.1% over this same  three  month  period.  On a six month  basis,  general  and
administrative  expenses  decreased as a percentage of sales from  approximately
7.3% in fiscal 1996 to 7.2% in fiscal  1997,  while  actual  expenses  decreased
approximately 1.3% over this same six month period.

         The loss from operations decreased approximately 47.6%, from $1,155,000
in the second quarter of fiscal 1996 to $605,000 in the second quarter of fiscal
1997.  Operating  loss for the six months ended April 30, 1997 of  approximately
$1.25 million was approximately  37.7% lower comparing the same period in fiscal
1996 which totaled  approximately 2.01 million.  This decrease was primarily due
to the decrease in actual  operating  expenses  from a total of $2.68 million to
$2.31 million on a comparative period-to-period basis.

         Interest income earned  decreased from $337,000 in the first six months
of fiscal  1996 to  $276,000  in the first six  months of fiscal  1997,  a 18.1%
decrease from the prior year.  Such decrease was primarily due to the retirement
of notes receivable which bore a higher interest rate.

         The Company sold its 51% ownership in "InterTerminal"  joint venture in
fiscal 1995 for approximately  $1.3 million and the full amount was received and
recognized as a gain in the first and second quarters of fiscal 1996.

         Net  loss for the  second  quarter  of  fiscal  1997 was  approximately
$513,000,  or $0.01 per share,  compared  to a net loss of $45,000 in the second
quarter of fiscal 1996, or $0.00 per share,  a year ago for the same three month
period.  Net loss for the six months ended April 30, 1997 totaled  approximately
$1,026,000,  or $0.02 per share, compared to a net loss of 354,000, or $0.01 per
share,  for the same period a year ago.  The loss in fiscal 1997 was a result of
the various factors noted above.

         As a result of the foregoing,  net loss per share in the second quarter
of  fiscal  1997  was  $0.01,  based  on  45,404,745   weighted  average  shares
outstanding,  compared  to a net loss per share in the second  quarter of fiscal
1996 of $0.00, based on 45,348,537 weighted average shares outstanding.

         No income tax expense or credit was provided  for in the quarter  ended
April 30, 1997, as the Company  believes that it has adequate net operating loss
and credit  carryovers to offset future federal and state  corporate  income tax
liabilities.  No net deferred tax asset has been  recognized  by the Company for
any  future  tax  benefit  to be  provided  from  the loss  carryforwards  since
realization of any such benefit is not assured.

         Inflation  had no  significant  impact  on the  Company's  business  or
results of operations.

LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents  totaled  approximately $7.1 million at April
30, 1997, up $2.6 million (approximately 57.5%) from fiscal 1996 year-end levels
of $4.5  million.  The  increase  in the  cash  and  cash  equivalents  resulted
primarily  from the  repayment of its note  receivable  of $5.0 million from the
sale of its former  headquarters  while partially offset by the net cash used in
investing activities of $2.4 million.

         Approximately  $2.0 million in  certificates of deposit were pledged as
collateral for comparable  amounts of stand-by and sight letters of credit under
the letter of credit  agreements  as of the end of the second  quarter of fiscal
1997. At April 30, 1997, the Company had approximately $1,529,769 in outstanding
letters  of credit  which  were  secured  by the  pledged  deposits  under  this
agreement.
                                       11

<PAGE>

         Net  accounts  receivable  of $3.32  million  at the end of the  second
quarter of fiscal  1997 were down  approximately  24.5%  from the 1996  year-end
level of $4.39 million.  Days sales outstanding in accounts receivable increased
from 89 days in fiscal 1996 to 91 days in fiscal 1997.

         Net  inventories  of  approximately  $3.32  million  at the  end of the
quarter  ended  April  30,  1997  were down  approximately  43.2%  from the 1996
year-end level of $5.83 million.

         Working  capital  at the end of the second  quarter of fiscal  1997 was
approximately  $12.01 million,  down  approximately  21.23% from the fiscal 1996
year-end level of approximately $15.24 million.

         At  the  current  consumption  rate,  the  Company's  cash  balance  of
approximately  $7.08  million at April 30, 1997  (which  includes  $2.0  million
pledged as security  for stand-by and sight  letters of credit),  together  with
anticipated revenues from operations and other non-operating cash receipts,  was
anticipated  to be adequate to fund the  Company's  fiscal  1997  operations  at
projected levels.

















































                                       12

<PAGE>


                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 1.  LEGAL PROCEEDINGS.

         See Note 5 of "Notes to Condensed Consolidated Financial Statements."


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Company held its annual meeting of  shareholders on March 24, 1997,
at which K. Philip  Hwang,  Stephen S. Kahng,  Kristine Kim and Robert E. Larson
were elected by the shareholders as Directors of the Company's Board.

         The  shareholders  also:  (1) approved the  amendment of the  Company's
Certificate  of  Incorporation  to change  the  corporate  name  from  TeleVideo
Systems,  Inc. to TeleVideo,  Inc.;  and (2) ratified the  appointment  of Grant
Thornton LLP as the Company's  independent public accountant for the fiscal year
ending October 31, 1997.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibit(s).
         -----------

         Exhibit 27.0      Financial Data Schedule.


(b)      Reports on Form 8-K.
         --------------------

         The Company filed a current  report on Form 8-K,  dated April 30, 1997,
         reporting that:

        (1) on April 16, 1997 the Company  entered into a Common Stock  Purchase
            Agreement  with  Applied  Photonics  Technology,  Inc.  whereby  the
            Company  purchased  30% of the Common Stock of APT in exchange for a
            total cash payment of $3,000,000; and

        (2) on April 22, 1997,  the Company filed a Certificate  of Amendment of
            its  Certificate of  Incorporation,  thereby  changing its name from
            TeleVideo Systems, Inc. to TeleVideo, Inc.


            [The remainder of this page is intentionally left blank.]

  


















                                     13

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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.


                                                       TELEVIDEO, INC.
                                               ---------------------------------
                                                        (Registrant)



Date:  June 10, 1997                      By:          /s/ K. Philip Hwang
                                               ---------------------------------
                                                       Dr. K. Philip Hwang
                                                    Chairman of the Board and
                                                     Chief Executive Officer



                                                          /s/ David Kim
                                                --------------------------------
                                                            David Kim
                                                     Chief Financial Officer




































                                       14

<TABLE> <S> <C>


        

<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL STATEMENTS OF TELEVIDEO, INC. FOR THE SIX MONTHS ENDED APRIL 30, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH  FINANCIAL STATEMENTS.
</LEGEND>

<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS             
<FISCAL-YEAR-END>                            OCT-31-1997
<PERIOD-START>                               NOV-01-1996
<PERIOD-END>                                 APR-30-1997
<CASH>                                            7,081 
<SECURITIES>                                          0       
<RECEIVABLES>                                     4,253          
<ALLOWANCES>                                        937         
<INVENTORY>                                       3,316          
<CURRENT-ASSETS>                                 13,866          
<PP&E>                                            4,667          
<DEPRECIATION>                                    1,755          
<TOTAL-ASSETS>                                   19,379          
<CURRENT-LIABILITIES>                             1,861    
<BONDS>                                               0 
                                 0   
                                           0 
<COMMON>                                            454          
<OTHER-SE>                                       17,064          
<TOTAL-LIABILITY-AND-EQUITY>                     19,379    
<SALES>                                           8,574          
<TOTAL-REVENUES>                                  8,574          
<CGS>                                             7,518          
<TOTAL-COSTS>                                     2,308          
<OTHER-EXPENSES>                                     43                                         
<LOSS-PROVISION>                                      0       
<INTEREST-EXPENSE>                                 (276)         
<INCOME-PRETAX>                                  (1,019)         
<INCOME-TAX>                                          7        
<INCOME-CONTINUING>                              (1,026)         
<DISCONTINUED>                                        0       
<EXTRAORDINARY>                                       0       
<CHANGES>                                             0       
<NET-INCOME>                                     (1,026)       
<EPS-PRIMARY>                                     (0.02)       
<EPS-DILUTED>                                     (0.02)       
                                                 
                                                 

</TABLE>


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