TELEVIDEO SYSTEMS INC
10-Q, 1997-09-12
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: July 31, 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
September 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 three and  nine-month  period ended July
31, 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.]



<PAGE>
                                 TELEVIDEO, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                           July 31,    Oct. 31,
                                ASSETS                                        1997        1996
                                                                           --------    --------
<S>                                                                        <C>         <C>   
CURRENT ASSETS:
    Cash and cash equivalents
       (including restricted cash of $3,000 in 1997
        and $2,000 in 1996)                                                $  4,260    $  4,496
    Accounts receivable, less allowance of $931 in 1997 and $888 in 1996      4,156       4,394
    Receivable from related parties,
        net of allowance of $307 in 1997 and $391 in 1996                      --          --
    Inventories                                                               2,611       5,834
    Prepayments and other                                                     2,441          62
    Note receivable from sale of building                                      --         5,000
                                                                           --------    --------
              Total current assets                                           13,468      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                            1,849       2,968
                                                                           --------    --------
              Property, plant and equipment, net                              2,818       3,078


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

              Total assets                                                 $ 18,887    $ 23,090
                                                                           ========    ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                       $    637    $  3,080
    Accrued liabilities                                                         710         855
    Income taxes                                                                611         611
                                                                           --------    --------
              Total current liabilities                                       1,958       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                                                     (79,160)    (77,544)
                                                                           --------    --------
              Total stockholders' equity                                     16,929      18,544
                                                                           --------    --------

              Total liabilities and stockholders' equity                   $ 18,887    $ 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 JULY 31, 1997 AND JULY 31, 1996
                    (In thousands, except per share amounts)



                                                         1997            1996
                                                       --------        --------
NET SALES                                              $  4,983        $  5,369

COST OF SALES                                             4,328           4,871
                                                       --------        --------

GROSS PROFIT                                                655             498
                                                       --------        --------

OPERATING EXPENSES:
    Sales and Marketing                                     830             484
    Research and development                                185             236
    General and administration                              329             334
                                                       --------        --------

              Total operating expenses                    1,344           1,054
                                                       --------        --------

              Loss from operations                         (689)           (556)

INTEREST INCOME, net                                         99             191

OTHER INCOME, net                                             1            (195)
                                                       --------        --------

              Net loss                                 $   (589)       $   (560)
                                                       ========        ========

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

Average shares outstanding                               45,405          45,391
                                                       ========        ========







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


                                       3

<PAGE>


                                 TELEVIDEO, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED JULY 31, 1997 AND JULY 31, 1996
                    (In thousands, except per share amounts)



                                                         1997            1996
                                                       --------        --------
NET SALES                                              $ 13,558        $ 13,994

COST OF SALES                                            11,847          12,830
                                                       --------        --------

GROSS PROFIT                                              1,711           1,164
                                                       --------        --------

OPERATING EXPENSES:
    Sales and Marketing                                   2,091           1,902
    Research and development                                612             868
    General and administration                              948             960
                                                       --------        --------

              Total operating expenses                    3,651           3,730
                                                       --------        --------

              Loss from operations                       (1,940)         (2,566)

INTEREST INCOME, net                                        374             529

OTHER INCOME, net                                           (49)          1,124
                                                       --------        --------

              Net loss                                 $ (1,615)       $   (913)
                                                       ========        ========

Net loss per share                                     $  (0.04)       $  (0.02)
                                                       ========        ========

Average shares outstanding                               45,405          45,304
                                                       ========        ========










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

                                       4


<PAGE>


                                 TELEVIDEO, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED JULY 31, 1997 AND JULY 31, 1996
                                 (In thousands)
<TABLE>
<CAPTION>

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

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (Loss)                                                 $(1,615)   $  (913)

       Charges (credits) to operations not affecting cash:
          Depreciation and amortization                                   276        203
       Changes in operating assets and liabilities:
          Accounts receivable                                             238     (1,003)
          Inventories                                                   3,223      1,515
          Prepayments and other                                           (79)       218
          Accounts payable                                             (2,443)      (763)
          Accrued liabilities and royalties                              (146)      (115)
                                                                      -------    -------
              Net cash provided by (used in) operating activities        (546)      (858)
                                                                      -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net retirements of (additions to) property, plant and equipment       (16)       (16)
    Investment in marketable securities                                  --           79
    Decrease (increase) in other assets                                (2,300)      --
    Investments in affiliate                                           (2,375)      (180)
    Payments received on notes receivable from affiliate and other      5,000      1,349
                                                                      -------    -------
              Net cash provided by (used in) investing activities         309      1,232
                                                                      -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                                  1         76
                                                                      -------    -------
              Net cash provided by financing activities                     1         76
                                                                      -------    -------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         (236)       450

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

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR                      $ 4,260    $ 5,595
                                                                      =======    =======
</TABLE>



 






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

                                       5


<PAGE>
                                 TELEVIDEO, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  July 31, 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  $3.0 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 $414,000 and $663,000 in 1997 and 1996, respectively:

                                                       July 31,  Oct. 31,
                                                          1997      1996
                                                         ------   ------

       Purchased parts and subassemblies                 $1,148   $4,040
       Work-in-process                                      794      422
       Finished goods                                       669    1,372
                                                         ------   ------

                                                         $2,611   $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 July 31,  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 July 31, 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 in September 1997.

                                       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 July  31,  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)
                                                       July 31,  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 $4.0  million of standby and sight  letters of credit.  This
   agreement is contingent  upon the Company  maintaining  cash deposits of $3.0
   million  at the bank as  collateral.  These  funds  are  held in three  month
   certificates of deposits and earn interest at the rate of approximately 5.25%
   per annum. At July 31, 1997, the Company had letters of credit outstanding of
   approximately $3,048,219.


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 July 31, 1997.

   As of July 31, 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 July 31, 1997.


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

   The  Company  has been  named,  along  with  dozens  of other  manufacturers,
   designers,  and distributors of computer equipment, 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.

   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.  The Company paid $4,000 in July 1997
   for the final settlement of this case.

   On May 7, 1997,  Rocky  Mountain Fire Casualty  Company and Grange  Insurance
   Association  filed suit against the Company and other two  defendants  in the
   Los  Angeles  Superior  Court of  California  claiming  that  the  defendants
   designed,  manufactured  and sold  computer  equipment to Michael  Bowman and
   Automotive Paint Supply, that on or about September 7, 1995, a fire involving
   said  computer  equipment  and/or  its  monitor  with its parts and  systems,
   erupted in fire damaging and destroying  the insured's  property in an amount
   not less than $55,441.

   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 case is  finalized  in August  1997.  The
   Company  agreed to pay the said amount in full in exchange  for a  comparable
   amount of multimedia products.

                                       9

<PAGE>

   The  Company's  attorneys  have  prepared a defense  for these  cases and the
   Company's  insurance  carriers are informed of the  plaintiff's  claims.  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.


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

   During 1997 and 1996 the Company has had transactions  with its affiliates as
   follows (in thousands):

                                                July 31, Oct. 31,
                                                  1997     1996
                                                -------- --------  
       Note receivable:
         AdMOS  (1)                             $  104   $  104
         AdMOS  (1)                                 80      180

       Interest receivable:
         AdMOS  (1)                                 68       65
         AdMOS  (1)                                 55       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 third  quarter of fiscal 1997 were  approximately  $4.98
million,  or a  decrease  of  approximately  7.2% from the  approximately  $5.37
million in net sales  reported in the third quarter of fiscal 1996. The decrease
in net  sales  was  principally  due to the  decrease  in the  sales  volume  of
multimedia  products  from $3.03  million in the third quarter of fiscal 1996 to
$1.45 million in the third  quarter of fiscal 1997 but  partially  offset by the
introduction  of the monitor  business  which  amounted to $0.97  million in the
third quarter of fiscal 1997.  Net sales for the nine months ended July 31, 1997
of approximately $13.56 million were approximately 3.1% below the same period of
time a year ago which totaled approximately $13.99 million.

      Cost of sales  decreased  from  approximately  $4.87  million in the third
quarter of fiscal 1996 to  approximately  $4.33  million in the third quarter of
fiscal 1997, and decreased as a percentage of sales from approximately  90.7% to
approximately  86.9% 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  9.3% to 13.1%) 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  $11.85 million for the nine months ended
July 31, 1997, or 7.7% lower than the  approximately  $12.83 million reported in
the same period a year ago.  Cost of sales also  decreased  as a  percentage  of
sales from approximately  91.7% in fiscal 1996 to approximately  87.4% in fiscal
1997.

      Sales and  marketing  expenses  increased  as a  percentage  of sales from
approximately  9.0% in the third  quarter  of fiscal  1996 to 16.7% in the third
quarter of fiscal 1997, while actual sales and marketing expenses increased from
$484,000 in the third quarter of fiscal 1996 to $830,000 in the third quarter of
fiscal  1997,  an increase of 71.5% from the prior year.  On a nine month basis,
sales  and  marketing   expenses   increased  as  a  percentage  of  sales  from
approximately  13.6% in  fiscal  1996 to  15.4% in  fiscal  1997,  while  actual
expenses  increased  approximately  9.9%.  The  increase in sales and  marketing
expenses was due primarily to increased expenditures in advertising from 368,000
in the first nine  months of 1996 to $846,000 in the first nine months of fiscal
1997.

                                       10

<PAGE>
      Research and development  expenses decreased as a percentage of sales from
approximately  4.4% in the third  quarter  of  fiscal  1996 to 3.7% in the third
quarter of fiscal 1997, while actual research and development expenses decreased
from  $236,000  in  fiscal  1996 to  185,000  in  fiscal  1997 on a  comparative
quarter-to-quarter  basis, a decrease of 21.6% from the fiscal 1996 levels. On a
nine month basis, research and development expenses decreased as a percentage of
sales  from  approximately  6.2% in fiscal  1996 to 4.5% in fiscal  1997,  while
actual expenses  decreased  approximately  29.5%. 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 6 in  fiscal  1997  while  actual
compensation  expense decreased from $640,000 in the first nine months of fiscal
1996 to $376,000 in fiscal 1997 on a comparative period-to-period basis.

      General and  administrative  expenses  increased as a percentage  of sales
from approximately 6.2% in the third quarter of fiscal 1996 to 6.6% in the third
quarter of fiscal 1997, while actual expenses decreased  approximately 1.5% over
this same three month period. On a nine month basis,  general and administrative
expenses  increased as a percentage of sales from  approximately  6.9% in fiscal
1996 to 7.0% in fiscal 1997, while actual expenses decreased  approximately 1.3%
over this same nine month period.

      The loss from operations  increased  approximately 23.9%, from $556,000 in
the third  quarter of fiscal  1996 to  $689,000  in the third  quarter of fiscal
1997.  Operating  loss for the nine months ended July 31, 1997 of  approximately
$1.94 million was approximately  24.4% lower comparing the same period in fiscal
1996 which totaled  approximately 2.57 million.  This decrease was primarily due
to the  increase  in gross  profit  from  $1.16  million  to $1.71  million on a
comparative period-to-period basis.

      Interest income earned decreased from $529,000 in the first nine months of
fiscal  1996 to  $374,000  in the first  nine  months of  fiscal  1997,  a 29.3%
decrease from the prior year.  Such decrease was primarily due to the retirement
of notes  receivable  which  bore a higher  interest  rate and the lower of cash
level.

      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 third quarter of fiscal 1997 was approximately  $589,000,
or $0.01 per share,  compared to a net loss of $560,000 in the third  quarter of
fiscal 1996, or $0.01 per share, a year ago for the same three month period. Net
loss for the nine months ended July 31, 1997 totaled  approximately  $1,615,000,
or $0.04 per share,  compared to a net loss of $913,000, or $0.02 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 third 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 third  quarter of fiscal 1996 of $0.01,
based on 45,391,287 weighted average shares outstanding.

      No income tax expense or credit was provided for in the quarter ended July
31, 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  carry  forward  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 $4.26 million at July 31,
1997,  down $236,000  (approximately  5.2%) from fiscal 1996 year-end  levels of
$4.50 million.  The decrease in the cash and cash equivalents resulted primarily
from: (1) the investment of $2.0 million in Applied Photonics Technology,  Inc.;

                                       11

<PAGE>

(2) the  investment of $150,00 in TLK,  Inc.;  (3) the investment of $225,000 in
Koram, Inc.; (4) the loan of $2.3 million to Applied Computer  Technology,  Inc.
and (5) net cash used in operating activities of $546,000,  but partially offset
by the  repayment  of its note  receivable  of $5.0 million from the sale of its
former headquarters.

      Approximately  $3.0  million in  certificates  of deposit  were pledged as
collateral  with a bank  whereby  the  bank  will  issue up to $4.0  million  of
stand-by and sight letters of credit under the letter of credit agreements as of
the end of the third quarter of fiscal 1997.  At July 31, 1997,  the Company had
approximately  $3,048,219 in outstanding letters of credit which were secured by
the pledged deposits under this agreement.

      Net accounts  receivable  of $4.16 million at the end of the third quarter
of fiscal  1997 were down  approximately  5.4% from the 1996  year-end  level of
$4.39 million.  Days sales outstanding in accounts receivable  increased from 89
days in fiscal 1996 to 103 days in fiscal 1997.

      Net inventories of  approximately  $2.61 million at the end of the quarter
ended July 31, 1997 were down  approximately  55.2% from the 1996 year-end level
of $5.83 million.

      Working  capital  at the end of the  third  quarter  of  fiscal  1997  was
approximately  $11.51 million,  down  approximately  24.48% from the fiscal 1996
year-end level of approximately $15.24 million.

      At  the  current   consumption   rate,   the  Company's  cash  balance  of
approximately  $4.26  million at July 31,  1997  (which  includes  $3.0  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 6.     EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibit(s).
      ----------
 
      Exhibit 27.0            Financial Data Schedule.


(b)   Reports on Form 8-K.    None.
      -------------------  



            [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:  September 8, 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 NINE MONTHS ENDED JULY 31, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<MULTIPLIER> 1,000

        
<S>                             <C>
<PERIOD-TYPE>                   9-MOS             
<FISCAL-YEAR-END>                            OCT-31-1997
<PERIOD-START>                               NOV-01-1996
<PERIOD-END>                                 JUL-31-1997
<CASH>                                            4,260  
<SECURITIES>                                          0      
<RECEIVABLES>                                     5,087    
<ALLOWANCES>                                        931      
<INVENTORY>                                       2,611    
<CURRENT-ASSETS>                                 13,468      
<PP&E>                                            4,667       
<DEPRECIATION>                                    1,849      
<TOTAL-ASSETS>                                   18,887      
<CURRENT-LIABILITIES>                             1,958  
<BONDS>                                               0      
                                 0      
                                           0      
<COMMON>                                            454       
<OTHER-SE>                                       16,475      
<TOTAL-LIABILITY-AND-EQUITY>                     18,887      
<SALES>                                          13,558    
<TOTAL-REVENUES>                                 13,558      
<CGS>                                            11,847    
<TOTAL-COSTS>                                     3,651    
<OTHER-EXPENSES>                                     49                      
<LOSS-PROVISION>                                      0      
<INTEREST-EXPENSE>                                 (374)     
<INCOME-PRETAX>                                  (1,606)     
<INCOME-TAX>                                          9
<INCOME-CONTINUING>                              (1,615)     
<DISCONTINUED>                                        0      
<EXTRAORDINARY>                                       0      
<CHANGES>                                             0      
<NET-INCOME>                                     (1,615)   
<EPS-PRIMARY>                                     (0.04)   
<EPS-DILUTED>                                     (0.04)   
                                                             
                                                 

</TABLE>


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