TELEVIDEO SYSTEMS INC
10-Q, 1998-09-14
COMPUTER TERMINALS
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<PAGE>
                                   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, 1998

                                         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, 1998 IS: 11,391,085.
                       -----------


<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q for the quarter ended July 31, 1998, 
includes certain statements that may be deemed to be "forward-looking 
statements" within the meaning of Section 27A of the Securities Act of 1933, 
as amended and Section 21E of the Securities Exchange Act of 1934, as 
amended.  All statements, other than statements of historical facts, included 
in this Report that address activities, events or developments that the 
Company expects, believes or anticipates will or may occur in the future, 
including, but not limited to, such matters as future product development, 
business development, marketing arrangements, future revenues from contracts, 
business strategies, expansion and growth of the Company's operations and 
other such matters are forward-looking statements.  These statements are 
based on certain assumptions and analyses made by the Company in light of its 
experience and perception of historical trends, current conditions, expected 
future developments and other factors it believes are appropriate in the 
circumstances.  Such statements are subject to a number of assumptions, risks 
and uncertainties, including the risk factors discussed below, general 
economic and business conditions, the business opportunities (or lack 
thereof) that may be presented to and pursued by the Company, changes in law 
or regulations and other factors, many of which are beyond control of the 
Company.  Such statements are not guarantees of future performance and actual 
results or developments may differ materially from those projected in the 
forward-looking statements.
                                          
                                          
                           PART I.  FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS.

                                  TELEVIDEO, INC.
                                          
                    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1998 AND 1997 QUARTERLY DATA

     The management of TeleVideo, Inc. (the Company") has prepared the 
condensed consolidated financial statements included herein, 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 
are 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, 1997.

     The results of operations for the three and nine-month periods ended 
July 31, 1998, are not necessarily indicative of the results to be expected 
for the entire fiscal year ending October 31, 1998.


                                        1
<PAGE>
                                  TELEVIDEO, INC.
                                          
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                         July 31,       Oct. 31,
                            ASSETS                         1998           1997
                                                         --------       --------
                                                       (Unaudited)
<S>                                                    <C>           <C>
CURRENT ASSETS:
   Cash and cash equivalents
     (including restricted cash of $1,000 in 1998
     and $3,000 in 1997)                               $    2,848    $    3,604
   Accounts receivable, less allowance of 
     $644 in 1998 and $731 in 1997                          2,961         4,191
   Note receivable                                          1,200             -
   Inventories (net)                                        3,134         2,923
   Loan receivable from major customer                        485           900
   Prepayments and other                                      667           220
                                                         --------       --------

           Total current assets                            11,295        11,838
                                                         --------       --------

PROPERTY, PLANT AND EQUIPMENT:
   Land                                                       890           890
   Building                                                 1,035         1,035
   Production equipment                                       530           524
   Office furniture and equipment                           1,148         1,140
   Building improvements                                    1,105         1,105
                                                         --------       --------
                                                            4,708         4,694
   Less accumulated depreciation and amortization          (2,100)       (1,934)
                                                         --------       --------

           Property, plant and equipment, net               2,608         2,760

   Long term receivable from major customer                   608           608


INVESTMENTS IN AFFILIATES                                   2,403         2,712
                                                         --------       --------
           Total assets                                $   16,914    $   17,918
                                                         --------       --------
                                                         --------       --------

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                    $      980    $    1,539
   Notes payable                                            2,000             -
   Accrued liabilities                                        776           730
   Income taxes                                               361           361
                                                         --------       --------
           Total current liabilities                        4,117         2,630
                                                         --------       --------


STOCKHOLDERS' EQUITY:
   Common stock, $.04 par value; 
      Authorized--75,000,000 shares
      Outstanding--11,391,085 shares in 1998 
         and 11,375,093 shares in 1997                        456           455
   Additional paid-in capital                              95,700        95,671
   Accumulated deficit                                    (83,359)      (80,838)
                                                         --------       --------
           Total stockholders' equity                      12,797        15,288
                                                         --------       --------
           Total liabilities and stockholders' equity  $   16,914    $   17,918
                                                         --------       --------
                                                         --------       --------
</TABLE>
     The accompanying notes are an integral part of these financial statements.


                                        2
<PAGE>
                                  TELEVIDEO, INC.
                                          
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                    (UNAUDITED)
                                          
<TABLE>
<CAPTION>
                                                       Three Months Ended July 31,    Nine Months Ended July 31,
                                                       ---------------------------    --------------------------
                                                            1998          1997          1998          1997
                                                            ----          ----          ----          ----
<S>                                                        <C>           <C>          <C>           <C>
 NET SALES                                                 $3,061        $4,983       $10,756       $13,558

Costs of sales                                              2,775         4,328         9,781        11,847
                                                            -----         -----         -----        ------

GROSS PROFIT                                                  286           655           975         1,711

OPERATING EXPENSES:
Sales & marketing                                             520           830         2,018         2,091
Engineering department                                         86           185           312           612
General & administration                                      490           329         1,170           948
                                                            -----         -----         -----        ------

TOTAL OPERATING EXPENSES                                    1,096         1,344         3,500         3,651
                                                            -----         -----         -----        ------

NET LOSS FROM OPERATIONS                                     (810)         (689)       (2,525)       (1,940) 

Interest income (expense)                                      36            99            99           374
Other income (expense)                                        (75)            1           (94)          (49)
                                                            -----         -----         -----        ------

 NET INCOME (LOSS)                                          $(849)        $(589)      $(2,520)      $(1,615)
                                                            -----         -----         -----        ------
                                                            -----         -----         -----        ------

Earnings per share - basic                                $(0.075)      $(.052)       $(0.221)      $(.14)

Earnings per share - diluted                              $(0.073)      $(.052)       $(0.217)      $(.14)
</TABLE>

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


                                        3
<PAGE>
                                   TELEVIDEO, INC.
                                          
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED JULY 31, 1998 AND JULY 31, 1997
                                   (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                         1998            1997
                                                         ----            ----
<S>                                                      <C>           <C>
INCREASE (DECREASE) IN CASH:

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                              $ (2,520)     $ (1,615)
   
      Charges (credits) to operations not affecting 
         cash:                              
         Depreciation and amortization                        166           276
      Changes in operating assets and liabilities:
         Accounts receivable (net)                          1,229           238
         Notes receivable                                  (1,200)            0
         Inventories (net)                                   (211)        3,223
         Prepayments and other                                (32)       (2,379)
         Accounts payable                                    (560)       (2,443)
         Notes payable                                      2,000             0
         Accrued liabilities and royalties                     46          (146)
                                                         ---------     ---------
           Net cash provided by (used in) operating 
             activities                                    (1,082)       (2,846)
                                                         ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net retirements of (additions to) property, plant 
      and equipment                                           (14)          (16)
   Investments in affiliate                                   309        (2,375)
   Payments received on notes receivable from 
     affiliate and other                                        0         5,000
                                                         ---------     ---------
           Net cash provided by (used in) investing 
              activities                                      295         2,609
                                                         ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                      30             1
                                                         ---------     ---------
           Net cash provided by financing activities           30             1
                                                         ---------     ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             (756)         (236)

CASH AND CASH EQUIVALENTS AT THE BEGINNING 
   OF THE YEAR                                              3,604         4,496
                                                         ---------     ---------

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR         $  2,848      $  4,260
                                                         ---------     ---------
                                                         ---------     ---------
</TABLE>
     The accompanying notes are an integral part of these financial statements.
                                          
                                          
                                        4
<PAGE>
                                  TELEVIDEO, INC.

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                          
                                   JULY 31, 1998


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 $1.0 million is invested in short-term certificates of 
     deposit.

     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 $349,000 and $523,000 in 1998 and 
     1997, respectively:
<TABLE>
<CAPTION>
                                                July 31,       Oct. 31,
                                                  1998           1997 
                                                --------       --------
<S>                                             <C>            <C>
          Purchased parts and subassemblies     $ 1,254        $ 1,075
          Work-in-process                           182            459
          Finished goods                          1,698          1,389
                                                --------       --------

                                                $ 3,134        $ 2,923
                                                --------       --------
                                                --------       --------
</TABLE>


                                        5
<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, 1998
     was $4,000.  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 $104,000 was repaid to the Company 
     in August 1995.  In November 1995, the Company received another $100,000 
     from AdMOS.  The Company has fully reserved the unpaid balance of $180,000
     plus accrued interest as of July 31, 1998.

     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 investment is carried at 
     cost.

     KORAM, INC.

     On March 3, 1997, the Company invested $224,820 in exchange for a 50%
     ownership in Koram, Inc. which will conduct food services in Seoul, Korea.
     The amount deposited has been written down to $109,820 due to the
     devaluation of the Korean currency.

     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 for $3.0 million.  Additionally, the Company has also 
     loaned APT $1.2 million at an interest rate of prime plus 1% per annum 
     through July 15, 1998. Subsequent to July 31, 1998, the 


                                        6
<PAGE>

     Company accepted a convertible subordinated note from APT due August 20, 
     1999 for $1.0 million, of which $500,000 in new funds were given to APT 
     and the other $500,000 were from the $1.2 million promissory note dated 
     July 15, 1998.

     The Company accounts for its investment in APT using the equity method 
     of accounting.  The excess of the cost of the investment over the book 
     value of the 30% interest acquired totaled $2,054,366 and is being 
     amortized to operations over a 5-year period.

     On March 3, 1998, the Company announced the intent to acquire the 
     remaining 70% of APT's common stock.  The transaction has not been 
     consummated as the Company continues to conduct due diligence and 
     consider the advisability of proceeding with the acquisition.

     THREE H

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

     At the indicated dates the Company had the following investments in
     affiliates and joint ventures: (in thousands)
<TABLE>
<CAPTION>
                                                     July 31,   Oct. 31,
                                                       1998       1997 
                                                     --------  ---------
<S>                                                  <C>       <C>
          TLK, Inc.                                  $   150   $   150
          Koram, Inc.                                    110       110
          Applied Photonics Technology, Inc.           2,068     2,377
          Three H                                         76        76
                                                     --------  ---------
                                                     $ 2,404   $ 2,713
                                                     --------  ---------
                                                     --------  ---------
</TABLE>

3.   LETTER OF CREDIT AGREEMENT:

     The Company has a letter of credit agreement with a bank whereby the 
     bank will issue up to $1.0 million of standby and sight letters of 
     credit.  This agreement is contingent upon the Company maintaining cash 
     deposits of $1.0 million at the bank as collateral.  These funds are 
     held in 30-day certificates of deposit and earn interest at the rate of 
     approximately 5.05% per annum. 

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, 1998.

     As of July 31, 1998, the only tax issues pending is the California 
     Franchise Tax exposure resulting from the previous Federal Income Tax 
     audits.  The Company believes that a resolution of this audit could 
     occur in fiscal 1998 and its maximum exposure, collectively will not 
     exceed $250,000.  The Company has accrued this full amount at July 31, 
     1998.


                                        7
<PAGE>
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. 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 1998 and 1997 the Company has had transactions with its affiliates
     as follows (in thousands):

<TABLE>
<CAPTION>
                                               July 31,    Oct. 31,
                                                1998         1997
                                               -------     -------
               <S>                             <C>         <C>
               Note receivable:
                    AdMOS (1)                  $    4      $    4
                    AdMOS (1)                     180         180
                    APT                         1,200           -
                    
               Interest receivable:
                    AdMOS (1)                      68          68
                    AdMOS (1)                      73          60
                    APT                            33           -
               
               (1) Amounts are fully reserved.
</TABLE>

7.   TRANSACTIONS WITH MAJOR CUSTOMER

     The Company has entered into the following transactions with one of its 
     major customers, Applied Computer Technology, Inc., (ACT).  Sales to ACT 
     for the year ended October 31, 1997 aggregated approximately $3,308,000 
     or 16.6% of net sales.

     1)   In June 1997, the Company loaned ACT $2,300,000.  Interest on the 
          loan accrues at 2% per month.  All interest income accrued on the 
          loan is being deferred by the Company until the amounts are 
          received.  As of October 31, 1997, the loan principal balance was 
          $900,000.  The loan has since been paid down to $485,000.  
     
     2)   At October 31, 1997, ACT owed the Company approximately $2.1 
          million in trade receivables, which represented approximately 41% 
          of net trade receivables.  Subsequent to year-end, the Company 
          agreed to exchange $900,000 of outstanding trades receivables for 
          $900,000 of Series A convertible preferred stock of ACT.  The 
          preferred shares are convertible into common stock at the option of 
          the holder, based on the 5 day average closing bid price of ACT 
          common stock prior to conversion, originally subject to a floor of 
          $2.50 per share and a ceiling of $4.25 per share.  Subsequently at 
          February 17, 1998, the conversion rate was revised and is currently 
          subject to a floor of $1.00 per share and a ceiling of $3.00 per 
          share.  ACT has the obligation to register the shares by filing a 
          registration statement with the Securities and Exchange Commission 
          and the preferred shares will be automatically converted once the 
          registration statement becomes effective.

     The preferred shares were issued in December 1997.  As of July 31, 1998, 
     the Company has reflected the $900,000 as a long-term receivable and has 
     further provided a reserve of $292,500 against the $900,000 to 


                                        8
<PAGE>
     reflect the fair value of the preferred shares ultimately issued, taking 
     into consideration the lack of liquidity of the securities.

     In summary, as of July 31, 1998, the Company's balance sheet reflects 
     net assets of $1,958,000 from ACT, $865,000 in trade receivable, 
     $485,000 in current loans receivable and $608,000 in a net long term 
     receivable subsequently converted into preferred stock.

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 1998 were approximately $3.06 
million, a decrease of approximately 39% from the approximately $4.98 million 
in net sales reported in the third quarter of fiscal 1997.   The decrease in 
net sales was mainly due to the decrease in the sales volume of multimedia 
products from $1.2 million, and OMT board, spares and miscellaneous products 
from $1.2 million, in the third quarter of fiscal 1997 to $170,000 and 
$160,000 respectively, in the third quarter of fiscal 1998.  The Company is 
gradually phasing out its multimedia products.  Net sales for the nine months 
ended July 31, 1998 of $10.8 million were approximately 21% lower than the 
same period last year, which totaled approximately $13.6 million.     

     Cost of sales decreased from approximately $4.3 million in the third 
quarter of fiscal 1997 to approximately $2.8 million in the third quarter of 
fiscal 1998, and increased as a percentage of sales from approximately 87% to 
approximately 91% during the same period last year.  The percentage increase 
in cost of sales and the corresponding decrease in gross margins in fiscal 
1998 (a decrease from approximately 13% to 9%) were primarily the results of 
the product line shift from multimedia products to monitors.

     Cost of sales were approximately $9.8 million for the nine months ended 
July 31, 1998, or 17% lower than the approximately $11.8 million reported in 
the same period a year ago.  Cost of sales increased as a percentage of sales 
from approximately 87% in fiscal 1997 to approximately 91% in fiscal 1998.

     Sales and marketing expenses were 17% of net sales for the third quarter 
of fiscal 1998, unchanged from the same period last year, while actual sales 
and marketing expenses decreased from $830,000 in 1997 to $520,000 in 1998, 
or 37%. On a nine month basis, sales and marketing expenses increased as a 
percentage of sales from approximately 15% in fiscal 1997 to 19% in fiscal 
1998, while actual expenses decreased from $2.1 million in 1997 to $2.0 
million in 1998, or 4%.  The decrease in sales and marketing expenses were 
due primarily to the decrease in the number of employees and business travel 
expenses, offset by an increase in advertising expenses.  

     Research and development expenses decreased as a percentage of sales 
from approximately 4% in the third quarter of fiscal 1997 to 3% in the third 
quarter of fiscal 1998, as actual research and development expenses decreased 
from $185,000 in fiscal 1997 to $86,000 in fiscal 1998, or 53%. On a nine 
month basis, research and development expenses decreased as a percentage of 
sales from approximately $612,000 or 5% in fiscal 1997 to $312,000 or 3% in 
fiscal 1998, while actual expenses decreased by $300,000 or 49%.  The 
decrease in research and development expenses was due mainly to the decrease 
in the number of employees and outsourcing expenses.   

     General and administrative expenses increased as a percentage of sales 
from approximately 7% in the third quarter of fiscal 1997 to 16% in the third 
quarter of fiscal 1998, as actual expenses increased from $329,000 in fiscal 
1997 to $490,000 in fiscal 1998 or 49%. On a nine month basis, general and 
administrative expenses increased as a percentage of sales from $948,000 or 
7% in fiscal 1997 to $1.2 million or 11% in fiscal 1998.  The increase was 
mainly due to the amortization of goodwill in relation to APT investment.

     The loss from operations increased approximately 18%, from $689,000 in 
the third quarter of fiscal 1997 to $810,000 in the third quarter of fiscal 
1998. Operating loss for the nine months ended July 31, 1998 of approximately 
$2.5 million was approximately 30% higher compared to the same period in 
fiscal 1997 which totaled approximately $1.9 million.  


                                        9
<PAGE>
     Interest income earned decreased from $374,000 in the first nine months 
of fiscal 1997 to $99,000 in the first nine months of fiscal 1998, a 74% 
decrease from the prior year.  Such decrease was primarily due to the lower 
cash balance in fiscal 1998 compared to fiscal 1997.  

     Net loss for the third quarter of fiscal 1998 was approximately 
$849,000, or $0.075 per share, compared to a net loss of $589,000 in the 
third quarter of fiscal 1997, or $.052 per share.  Net loss for the nine 
months ended July 31, 1998 totaled approximately $2.5 million, or $0.221 per 
share, compared to a net loss of $1.6 million, or $.140 per share, for the 
same period a year ago.  The Company effected a 1-for-4 reverse stock split 
on April 22, 1998.

     No income tax expense or credit was provided for in the quarter ended 
July 31, 1998, 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 $2.8 million at July 31, 
1998, down $756,000 (approximately 21%) from fiscal 1997 year-end levels of 
$3.6 million. The decrease in the cash and cash equivalents is primarily due 
to operating losses and the $1.2 million additional loan to Applied Photonics 
Technology, offset by a note payable of $2.0 million secured by the Company 
owned building.

     Net accounts receivable of $2.96 million at the end of the third quarter 
of fiscal 1998 were down approximately 30% from the 1997 year-end level of 
$4.2 million.  A total of $219,000 uncollectable account has been written off 
from receivables.

     Net inventories of approximately $3.1 million at the end of the quarter 
ended July 31, 1998 were up approximately 7% from the 1997 year-end level of 
$2.9 million.

     Working capital at the end of the third quarter of fiscal 1998 was 
approximately $7.2 million, down approximately 22% from the fiscal 1997 
year-end level of approximately $9.2 million.

     At the current consumption rate, the Company's cash balance of 
approximately $2.8 million at July 31, 1998 (which includes $1.0 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 1998 operations 
at projected levels.


                                       10
<PAGE>
FACTORS THAT MAY AFFECT FUTURE RESULTS

     Competition.  The Company encounters aggressive competition in all areas 
of its business activity.  The Company's competitors are numerous, ranging 
from some of the world's largest corporations to many relatively small and 
highly specialized firms.  The Company competes primarily on the basis of 
technology, performance, price, quality, reliability, distribution and 
customer service and support. Product life cycles are short, and, to remain 
competitive, the Company will be required to develop new products, 
periodically enhance its existing products and compete effectively on the 
basis of the factors described above.  In particular, the Company anticipates 
that it will have to continue to adjust prices of many of its products to 
stay competitive and it will have to effectively manage financial returns 
with reduced gross margins.  There is no assurance that it will be successful 
in this regard.

     Inventory Management.  Inventory management has become increasingly 
complex as the Company continues to sell a mix of products, especially 
monitors, terminals and multimedia products, through third-party distribution 
channels.  Resellers constantly adjust their ordering patterns in response to 
the Company's and its competitors' supply into the channel and the timing of 
their new product introductions.  Resellers may increase orders during times 
of shortages, cancel orders if the channel is filled with currently available 
products, or delay orders in anticipation of new products.  Any excess supply 
could result in price reductions and inventory write-downs, which in turn 
would adversely affect the Company's results of operations.

     Reliance on Suppliers.  Portions of the Company's operations are 
dependent on the ability of suppliers to deliver quality subassemblies and 
completed products in time to meet critical distribution schedules.  The 
Company periodically experiences constrained supply of certain product lines 
as a result of strong demand in the industry for those products.  Such 
constraints, if persistent, may adversely affect the Company's operating 
results until alternate sourcing can be developed.  In order to secure these 
products, the Company at times makes advance payments to certain suppliers, 
and often enters into non-cancelable purchase commitments with vendors for 
such products.  Volatility in the prices of these products and a temporary 
oversupply could adversely affect the Company's future operating results.

     Reliance on Third-Party Distribution Channels.  The Company continues to 
expand into third-party distribution channels.  As a result, the financial 
health of resellers of the Company's products, and the Company's continuing 
relationships with such resellers, are becoming more important to the 
Company's success.  Some of these companies are thinly capitalized and maybe 
unable to withstand changes in business conditions.  The Company's financial 
results could be adversely affected if the financial conditions of certain of 
these resellers substantially weaken or if the Company's relationship with 
such resellers deteriorates.

     International.  Sales outside the United States make up a portion of the 
Company's revenues.  In addition, a portion of the Company's product 
manufacturing, along with key suppliers, is located outside the United 
States.  Accordingly, the Company's future results could be adversely 
affected by a variety of factors, including changes in a specific country's 
or region's political or economic conditions, trade protection measures, 
import or export licensing requirements, the overlap of different tax 
structures, unexpected changes in regulatory requirements and natural 
disasters.

     Acquisitions, Strategic Alliances, Joint Ventures and Divestitures.  As 
a matter of course, the Company from time to time, engages in discussions 
with a variety of parties relating to possible acquisitions, strategic 
alliances, joint ventures and divestitures.  Although consummation of most 
transactions is unlikely to have a material effect on the Company's results 
as a whole, the implementation or integration of a transaction may contribute 
to the Company's results differing from the investment community's 
expectation in a given quarter.  Divestitures may result in the cancellation 
of orders and charges to earnings.  Acquisitions and strategic alliances may 
require, among other things, integration or coordination with a different 
company culture, management team organization and business infrastructure.  
They may also require the development, manufacture and marketing of product 
offerings with the Company's products in a way that enhances the performance 
of the combined business or product line.  Depending on the size and 
complexity of the transactions, successful integration depends on a variety 
of factors, including the hiring and retention of key employees, management 
of geographically separate facilities, and the integration or coordination of 
different 


                                       11
<PAGE>
research and development and product manufacturing facilities.  All these 
efforts require varying levels of management resources, which may temporarily 
adversely impact other business operations.  

YEAR 2000

     Many computer systems experience problems handling dates beyond the year 
1999. Therefore, some computer hardware and software will need to be modified 
prior to the year 2000 in order to remain functional.  The Company is 
assessing the readiness of its internal computer systems for handling the 
year 2000.  The Company expects to implement successfully the systems and 
programming changes necessary to address year 2000 issues, and does not 
believe that the cost of such actions will have a material effect on the 
Company's results of operations or financial condition.  There can be no 
assurance; however, that there will not be a delay in, or increased costs 
associated with, the implementation of such changes, and the Company's 
inability to implement such changes could have an adverse effect on future 
results of operations or financial conditions.

     The Company is also assessing the possible effects on the Company's 
operations of the year 2000 readiness of key suppliers and subcontractors.  
The Company's reliance on suppliers and subcontractors, and, therefore, on 
the proper functioning of their information systems and software, means that 
failure to address year 2000 issues could have a material impact on the 
Company's operations and financial results; the potential impact and related 
costs are not known at this time.

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                                       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, 1998        BY:  /s/ K. PHILIP HWANG
                                    ----------------------
                                     DR. K. PHILIP HWANG
                                  CHAIRMAN OF THE BOARD AND
                                 CHIEF EXECUTIVE OFFICER AND
                               ACTING PRINCIPAL ACCOUNTING AND
                                      FINANCIAL OFFICER


                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               JUL-31-1998
<CASH>                                           2,848
<SECURITIES>                                         0
<RECEIVABLES>                                    3,606
<ALLOWANCES>                                     (645)
<INVENTORY>                                      3,134
<CURRENT-ASSETS>                                11,295
<PP&E>                                           4,708
<DEPRECIATION>                                   2,100
<TOTAL-ASSETS>                                  16,914
<CURRENT-LIABILITIES>                            4,117
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           456
<OTHER-SE>                                      12,797
<TOTAL-LIABILITY-AND-EQUITY>                    16,914
<SALES>                                         10,756
<TOTAL-REVENUES>                                10,756
<CGS>                                            9,781
<TOTAL-COSTS>                                    3,500
<OTHER-EXPENSES>                                    94
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  99
<INCOME-PRETAX>                                (2,520)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (2,520)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,520)
<EPS-PRIMARY>                                  (0.221)
<EPS-DILUTED>                                  (0.217)
        

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